New York | 1-892 | 34-0252680 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Four Coliseum Centre
2730 West Tyvola Road Charlotte, North Carolina |
28217 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit 99.1 | Goodrich Corporation Press Release dated October 27, 2011 titled Goodrich Announces
26 Percent Increase in Third Quarter 2011 Earnings per Diluted Share and 16 Percent Increase in
Sales; Outlook for Full Year 2011 Net Income per Diluted Share is $5.90 $6.00, Including
Merger-related Costs of $0.15 per Diluted Share. |
2
GOODRICH CORPORATION (Registrant) |
||||
Date: October 27, 2011 | By: | /s/ Scott E. Kuechle | ||
Scott E. Kuechle | ||||
Executive Vice President and Chief Financial Officer |
3
Exhibit 99.1 | Goodrich Corporation Press Release dated October 27, 2011 titled Goodrich Announces
26 Percent Increase in Third Quarter 2011 Earnings per Diluted Share and 16 Percent Increase in
Sales; Outlook for Full Year 2011 Net Income per Diluted Share is $5.90 $6.00, Including
Merger-related Costs of $0.15 per Diluted Share. |
4
News Release | ||
Media Contact:
|
Goodrich Corporation | |
Lisa Bottle +1 704 423 7060
|
Four Coliseum Centre | |
Andrew Martin +1 704 423 7048
|
2730 West Tyvola Road | |
Charlotte, NC 28217-4578 | ||
Investor Relations:
|
Tel: 704 423 7000 | |
Paul Gifford +1 704 423 5517
|
Fax: 704 423 7002 | |
www.goodrich.com |
| Third quarter 2011 net income per diluted share of $1.57, including merger-related costs
totaling $0.13 per diluted share, increased 26 percent compared to third quarter 2010 net
income per diluted share of $1.25. |
| Third quarter 2011 sales grew 16 percent to $2,033 million, compared to third quarter
2010 sales of $1,748 million. |
| Third quarter 2011 commercial aftermarket sales grew 13 percent, compared to third
quarter 2010. |
| Full year 2011 outlook for net income per diluted share is $5.90 $6.00, including
merger-related costs of $0.15 per diluted share and previously announced costs of $0.16 per
diluted share associated with plant closure and Microtecnica acquisition-related costs.
The prior outlook was for net income per diluted share of $5.85 $6.00, which did not
include the merger-related costs noted above. |
| Sales expectations are unchanged at $8.1 billion, and the outlook for net cash provided
by operating activities, minus capital expenditures, is unchanged and is expected to exceed
85 percent of net income. |
Page 2
| Large commercial airplane original equipment sales increased by about 23 percent, |
| Regional, business and
general aviation airplane original equipment sales increased by about 47 percent, of which about 18 percent was organic growth, |
| Large commercial, regional, business and general aviation airplane aftermarket sales
increased by about 13 percent, of which about 11 percent was organic growth, and |
| Defense and space sales of both original equipment and aftermarket products and services
increased by about 9 percent. Organic sales growth for this market channel was about 4
percent. |
| The third quarter 2011 results included lower pre-tax income of $27 million, $17 million
after-tax or $0.13 per diluted share, related to the expected merger with United
Technologies. The pre-tax costs consist of $12 million of transaction-related costs for
third party fees as well as $15 million of increased share-based compensation expenses
related to the increased share price. |
| The third quarter 2011 results included higher pre-tax income of $19 million, $12
million after-tax or $0.10 per diluted share, related to the changes in estimates for
certain long-term contracts primarily in our aerostructures and aircraft wheels and brakes
businesses, compared to the third quarter 2010. Total pre-tax changes in estimates for the
third quarter 2011 were $42 million. Changes in both periods were related primarily to
favorable cost and operational performance, changes in volume expectations and sales
pricing improvements and finalization of contract terms on current and/or follow-on
contracts. |
| The third quarter 2011 results included higher pre-tax income of $19 million, $12
million after-tax or $0.09 per diluted share, related to lower world-wide pension plan
expense, compared to the third quarter 2010. |
| The company reported an effective tax rate of 32.2 percent for the third quarter 2011,
compared to an effective tax rate of 27.7 percent during the third quarter 2010. |
| The company recorded pre-tax costs of $3 million, $2 million after-tax or $0.01 per
diluted share, during the third quarter 2011, related to a plant closure decision announced
in June 2011. |
Page 3
| The first nine months of 2011 results included lower pre-tax income of $27 million, $17
million after-tax or $0.13 per diluted share, related to the expected merger with United
Technologies. The pre-tax costs consist of $12 million of transaction-related costs for
third party fees as well as $15 million of increased share-based compensation expenses
related to the increased share price. |
| The first nine months of 2011 results included pre-tax costs of $18 million, $12 million
after-tax or $0.09 per diluted share related to a plant closure decision announced in June
2011. |
| The first nine months of 2011 results included pre-tax and after-tax costs of $8
million, or $0.06 per diluted share, associated with the Microtecnica acquisition. These
costs are included in the segment operating income for Actuation and Landing Systems. |
| The first nine months of 2011 results included higher pre-tax income of $12 million, $8
million after-tax or $0.06 per diluted share, related to the revision of estimates for
certain long-term contracts primarily in our aerostructures and aircraft wheels and brakes
businesses, compared to the first nine months of 2010. Total revisions in estimates for
the first nine months of 2011 were $83 million, pre-tax. Revisions in both periods were
primarily related to favorable cost and operational performance, changes in volume
expectations and sales pricing improvements and finalization of contract terms on current
and/or follow-on contracts. |
| The first nine months of 2011 results included higher pre-tax income of $59 million, $37
million after-tax or $0.29 per diluted share, related to lower world-wide pension plan
expense, compared to the first nine months of 2010. |
| The company reported an effective tax rate of 29.9 percent for the first nine months of
2011, compared to an effective tax rate of 32.2 percent for the first nine months of 2010.
Compared to the first nine months of 2010, the first nine months of 2011 results included a
benefit of $21 million, or $0.17 per diluted share related to a tax settlement and the
benefit of the U.S. R&D tax credit, which had not been renewed in the first nine months of
2010. |
Page 4
| Goodrich and United Technologies announced that they have reached agreement for United
Technologies to purchase Goodrich Corporation (NYSE: GR) for $127.50 per share in cash.
This equates to a total enterprise value of $18.4 billion, including $1.9 billion in net
debt assumed. The closing is subject to customary closing conditions, including regulatory
and Goodrich shareholder approvals. |
| The Board of Directors of Goodrich declared a quarterly dividend of 29 cents per share
on its common stock, payable January 3, 2012 to shareholders of record as of December 1,
2011. |
| Goodrich announced that it has acquired Winslow Marine Products Corporation, a leading
provider of life rafts to the corporate aviation, helicopter, and marine markets. The
transaction closed on September 30, 2011. |
| Goodrich announced that it has been selected by Embraer to provide the primary flight
control system for the new Embraer KC-390 jet transport aircraft. Under the agreement,
Goodrich will design and manufacture a new, fully-integrated, fly-by wire, primary flight
control system comprising state of the art electro-hydrostatic actuators (EHAs),
electro-backup hydrostatic actuators (EBHAs), actuator electronics and electrical controls. |
| Large commercial airplane original equipment sales are expected to increase by more than
15 percent. This outlook assumes all announced production rate increases are implemented,
and Boeing 787 and 747-8 deliveries are consistent with the latest schedule announced by
Boeing, |
| Regional, business and general aviation airplane original equipment sales are expected
to grow by about 40 percent, of which about 20 percent is organic growth, |
Page 5
| Large commercial, regional, business and general aviation airplane aftermarket sales are
expected to increase by about 13 percent, of which about 12 percent is organic growth, and |
| Defense and space sales of both original equipment and aftermarket products and services
are expected to increase by about 13 15 percent, including sales associated with the
Microtecnica acquisition. Organic growth is expected to be about 9
10 percent. |
| Pre-tax costs related to plant closure decision announced in June 2011 of approximately
$23 million, $14 million after-tax or $0.11 per diluted share and pre-tax and after-tax
costs of approximately $8 million, or $0.06 per diluted share, associated with the
Microtecnica acquisition that closed in May 2011. These costs are included in the segment
operating income for Actuation and Landing Systems and were included in our prior outlook. |
| Pre-tax income of approximately $35 million related to agreements reached with a
customer for previously unresolved and ongoing pricing and reimbursement of certain
non-recurring costs. |
| Lower worldwide pre-tax pension expense of approximately $78 million, $49 million
after-tax or $0.39 per diluted share. For 2011, the company continues to expect total
worldwide pre-tax pension expense of approximately $84 million, compared to $162 million in
2010. |
| A full-year effective tax rate of approximately 30 percent for 2011. |
Page 6
Page 7
| demand for and market acceptance of new and existing products, such as the Airbus A350
XWB, A320neo and A380, the Boeing 787, the EMBRAER 190, the Mitsubishi Regional Jet (MRJ),
the Bombardier CSeries, the Dassault Falcon 7X and the Lockheed Martin F-35 Lightning II
and the Northrop Grumman Joint STARS re-engining program; |
| our ability to maintain profitability on the aerostructures 787 OE contract with Boeing; |
| our ability to extend our commercial OE contracts beyond the initial contract periods; |
| cancellation or delays of orders or contracts by customers or with suppliers, including
delays or cancellations associated with the Boeing 787, the Airbus A380 and A350 XWB
aircraft programs, and major military programs, including the Northrop Grumman Joint STARS
re-engining program and the Lockheed Martin F-35 Lightning II; |
| our ability to obtain price adjustments pursuant to certain of our long-term contracts; |
| the financial viability of key suppliers and the ability of our suppliers to perform
under existing contracts; |
| the extent to which we are successful in integrating and achieving expected operating
synergies for recent and future acquisitions; |
| successful development of products and advanced technologies; |
| the impact of bankruptcies and/or consolidations in the airline industry; |
| the health of the commercial aerospace industry, including the large commercial,
regional, business and general aviation aircraft manufacturers; |
| global demand for aircraft spare parts and aftermarket services; |
Page 8
| changing priorities or reductions in the defense budgets in the U.S. and other
countries, U.S. foreign policy and the level of activity in military flight operations; |
| the possibility of restructuring and consolidation actions and the successful
implementation of any announced actions; |
| threats and events associated with and efforts to combat terrorism; |
| the extent to which changes in regulations and/or assumptions result in changes to
expenses relating to employee and retiree medical and pension benefits; |
| competitive product and pricing pressures; |
| our ability to recover under contractual rights of indemnification for environmental,
asbestos and other claims arising out of the divestiture of our tire, vinyl, engineered
industrial products and other businesses; |
| the effect of changes in accounting policies or legislation, including tax legislation; |
| cumulative catch-up adjustments or loss contract reserves on long-term contracts
accounted for under the percentage of completion method of accounting; |
| domestic and foreign government spending, budgetary and trade policies; |
| economic and political changes in international markets where we compete, such as
changes in currency exchange rates, interest rates, inflation, fuel prices, deflation,
recession and other external factors over which we have no control; |
| the outcome of contingencies including completion of acquisitions, joint ventures,
divestitures, tax audits, litigation and environmental remediation efforts; |
| the impact of labor difficulties or work stoppages at our, a customers or a suppliers
facilities; |
Page 9
| uncertainties and business impacts associated with the proposed acquisition of the
Company by United Technologies, including uncertainties relating to the anticipated timing
of filings and approvals relating to the transaction, the expected timing of completion of
the transaction and the ability to complete the transaction; and |
| the potential impact of litigation relating to the proposed transaction with United
Technologies. |
Page 10
Quarter Ended September 30, | ||||||||||||||||||||
% | % of Sales | |||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
NET CUSTOMER SALES |
||||||||||||||||||||
Actuation and Landing Systems |
$ | 733.0 | $ | 631.1 | 16 | % | ||||||||||||||
Nacelles and Interior Systems |
705.1 | 582.7 | 21 | % | ||||||||||||||||
Electronic Systems |
594.5 | 534.2 | 11 | % | ||||||||||||||||
Total Sales |
$ | 2,032.6 | $ | 1,748.0 | 16 | % | ||||||||||||||
SEGMENT OPERATING INCOME |
||||||||||||||||||||
Actuation and Landing Systems |
$ | 97.1 | $ | 79.5 | 22 | % | 13.2 | % | 12.6 | % | ||||||||||
Nacelles and Interior Systems |
191.1 | 136.8 | 40 | % | 27.1 | % | 23.5 | % | ||||||||||||
Electronic Systems |
104.7 | 86.3 | 21 | % | 17.6 | % | 16.2 | % | ||||||||||||
Segment Operating Income |
$ | 392.9 | $ | 302.6 | 30 | % | 19.3 | % | 17.3 | % |
| Higher large commercial airplane OE sales of approximately $40 million, primarily in our
landing gear and actuation systems businesses; |
| Higher large commercial, regional, business and general aviation airplane aftermarket
sales of approximately $33 million, primarily in our aircraft wheels and brakes business; |
| Higher other aerospace and non-aerospace sales of approximately $22 million, primarily
in our actuation systems and engine components businesses; and |
| Higher regional, business and general aviation airplane OE sales of approximately $9
million, primarily in our actuation systems business, including incremental sales
associated with the Microtecnica acquisition. |
Page 11
| Higher sales volume and favorable product mix across most businesses resulting in higher
income of approximately $8 million; |
| Favorable pricing partially offset by higher operating costs across most businesses,
which resulted in higher income of approximately $8 million; and |
| Favorable foreign exchange, including remeasurement of monetary assets/liabilities, of
approximately $6 million; partially offset by |
| Lower income of approximately $5 million related to changes in estimates for certain
long-term contracts in our wheels and brakes business that were more favorable in 2010. |
| Higher large commercial airplane OE sales of approximately $57 million, primarily in our
aerostructures and interiors businesses; |
| Higher regional, business and general aviation airplane OE sales of approximately $32
million, primarily in our aerostructures and interiors businesses, including sales
associated with the DeCrane acquisition in September 2010; |
| Higher large commercial, regional, business, and general aviation airplane aftermarket
sales of approximately $22 million, primarily in our aerostructures and interiors
businesses; and |
| Higher defense and space OE and aftermarket sales of approximately $11 million,
primarily in our interiors and aerostructures businesses. |
| Favorable pricing and lower operating costs, primarily in our aerostructures business,
which resulted in higher income of approximately $19 million; |
| Higher income of approximately $19 million related to revisions in estimates for certain
long-term contracts in our aerostructures business that were more favorable in 2011; and |
| Higher sales volume and favorable product mix which resulted in higher income of
approximately $18 million, primarily in our aerostructures and interiors businesses. |
Page 12
| Higher defense and space OE and aftermarket sales across all businesses of approximately
$40 million; |
| Higher large commercial, regional, business and general aviation airplane aftermarket
sales of approximately $15 million, primarily in our engine control and electrical power
systems and sensors and integrated systems businesses; |
| Higher large commercial airplane OE sales of approximately $7 million, primarily in our
sensors and integrated systems and engine control and electrical power systems businesses;
and |
| Higher regional, business, and general aviation airplane OE sales of approximately $7
million, primarily in our sensors and integrated systems and engine control and electrical
power systems businesses; partially offset by |
| Lower other aerospace and non-aerospace sales of approximately $8 million, primarily in
our sensors and integrated systems and engine control and electrical power systems
businesses. |
| Higher sales volume and favorable product mix across most businesses, which resulted in
higher income of approximately $16 million; and |
| Higher income of approximately $5 million related to changes in estimates for certain
long-term contracts in our ISR business; partially offset by |
| Higher operating costs partially offset by favorable pricing, across most businesses,
which resulted in lower income of approximately $4 million. |
Page 13
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales |
$ | 2,032.6 | $ | 1,748.0 | $ | 5,929.9 | $ | 5,160.7 | ||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of sales |
1,372.5 | 1,206.9 | 4,067.2 | 3,584.1 | ||||||||||||
Selling and administrative costs |
308.6 | 280.0 | 908.0 | 819.2 | ||||||||||||
1,681.1 | 1,486.9 | 4,975.2 | 4,403.3 | |||||||||||||
Operating Income |
351.5 | 261.1 | 954.7 | 757.4 | ||||||||||||
Interest expense |
(35.0 | ) | (34.9 | ) | (104.1 | ) | (102.0 | ) | ||||||||
Interest income |
0.2 | 0.4 | 0.8 | 0.8 | ||||||||||||
Other income (expense) net |
(16.7 | ) | (3.6 | ) | (26.7 | ) | (14.4 | ) | ||||||||
Income from continuing operations before income taxes |
300.0 | 223.0 | 824.7 | 641.8 | ||||||||||||
Income tax expense |
(96.7 | ) | (61.7 | ) | (246.5 | ) | (206.6 | ) | ||||||||
Income From Continuing Operations |
203.3 | 161.3 | 578.2 | 435.2 | ||||||||||||
Income from discontinued operations net of income taxes |
| 0.1 | | 1.4 | ||||||||||||
Consolidated Net Income |
203.3 | 161.4 | 578.2 | 436.6 | ||||||||||||
Net income attributable to noncontrolling interests |
(2.2 | ) | (1.2 | ) | (5.7 | ) | (6.2 | ) | ||||||||
Net Income Attributable to Goodrich |
$ | 201.1 | $ | 160.2 | $ | 572.5 | $ | 430.4 | ||||||||
Amounts Attributable to Goodrich: |
||||||||||||||||
Income from continuing operations |
$ | 201.1 | $ | 160.1 | $ | 572.5 | $ | 429.0 | ||||||||
Income from discontinued operations net of income taxes |
| 0.1 | | 1.4 | ||||||||||||
Net Income Attributable to Goodrich |
$ | 201.1 | $ | 160.2 | $ | 572.5 | $ | 430.4 | ||||||||
Earnings per common share attributable to Goodrich: |
||||||||||||||||
Basic Earnings Per Share: |
||||||||||||||||
Continuing operations |
$ | 1.59 | $ | 1.26 | $ | 4.51 | $ | 3.38 | ||||||||
Discontinued operations |
| | | 0.01 | ||||||||||||
Net Income Attributable to Goodrich |
$ | 1.59 | $ | 1.26 | $ | 4.51 | $ | 3.39 | ||||||||
Diluted Earnings Per Share: |
||||||||||||||||
Continuing operations |
$ | 1.57 | $ | 1.25 | $ | 4.48 | $ | 3.35 | ||||||||
Discontinued operations |
| | | 0.01 | ||||||||||||
Net Income Attributable to Goodrich |
$ | 1.57 | $ | 1.25 | $ | 4.48 | $ | 3.36 | ||||||||
Dividends Declared Per Common Share |
$ | 0.29 | $ | 0.27 | $ | 0.87 | $ | 0.81 | ||||||||
Page 14
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales: |
||||||||||||||||
Actuation and Landing Systems |
$ | 733.0 | $ | 631.1 | $ | 2,154.0 | $ | 1,852.3 | ||||||||
Nacelles and Interior Systems |
705.1 | 582.7 | 2,050.3 | 1,715.9 | ||||||||||||
Electronic Systems |
594.5 | 534.2 | 1,725.6 | 1,592.5 | ||||||||||||
Total Sales |
$ | 2,032.6 | $ | 1,748.0 | $ | 5,929.9 | $ | 5,160.7 | ||||||||
Operating Income: |
||||||||||||||||
Actuation and Landing Systems |
$ | 97.1 | $ | 79.5 | $ | 260.1 | $ | 209.4 | ||||||||
Nacelles and Interior Systems |
191.1 | 136.8 | 526.6 | 407.0 | ||||||||||||
Electronic Systems |
104.7 | 86.3 | 285.5 | 252.2 | ||||||||||||
Total Segment Operating Income (1) |
392.9 | 302.6 | 1,072.2 | 868.6 | ||||||||||||
Corporate General and Administrative Expenses |
(37.3 | ) | (37.9 | ) | (104.9 | ) | (99.5 | ) | ||||||||
ERP Costs |
(4.1 | ) | (3.6 | ) | (12.6 | ) | (11.7 | ) | ||||||||
Total Operating Income |
$ | 351.5 | $ | 261.1 | $ | 954.7 | $ | 757.4 | ||||||||
Segment Operating Income as a Percent of Sales: |
||||||||||||||||
Actuation and Landing Systems |
13.2 | % | 12.6 | % | 12.1 | % | 11.3 | % | ||||||||
Nacelles and Interior Systems |
27.1 | % | 23.5 | % | 25.7 | % | 23.7 | % | ||||||||
Electronic Systems |
17.6 | % | 16.2 | % | 16.5 | % | 15.8 | % | ||||||||
Total Segment Operating Income as a Percent of Sales |
19.3 | % | 17.3 | % | 18.1 | % | 16.8 | % |
(1) | Segment operating income is total segment revenue reduced by operating expenses directly
identifiable with our business segments except for certain enterprise ERP expenses which were not
allocated to the segments. Segment operating income is used by management to assess the operating
performance of the segments. See reconciliation of total segment operating income to total
operating income above. |
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Numerator |
||||||||||||||||
Income from continuing operations attributable to Goodrich |
$ | 201.1 | $ | 160.1 | $ | 572.5 | $ | 429.0 | ||||||||
Percentage allocated to common shareholders |
98.6 | % | 98.6 | % | 98.6 | % | 98.6 | % | ||||||||
$ | 198.4 | $ | 157.8 | $ | 564.6 | $ | 423.0 | |||||||||
Denominator |
||||||||||||||||
Weighted-average shares |
125.1 | 125.3 | 125.1 | 125.2 | ||||||||||||
Effect of dilutive securities |
1.0 | 1.1 | 1.0 | 1.2 | ||||||||||||
Adjusted weighted-average shares and assumed conversion |
126.1 | 126.4 | 126.1 | 126.4 | ||||||||||||
Per share income from continuing operations |
||||||||||||||||
Basic |
$ | 1.59 | $ | 1.26 | $ | 4.51 | $ | 3.38 | ||||||||
Diluted |
$ | 1.57 | $ | 1.25 | $ | 4.48 | $ | 3.35 | ||||||||
Page 15
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 571.8 | $ | 798.9 | ||||
Accounts and notes receivable net |
1,421.0 | 1,102.7 | ||||||
Inventories net |
2,791.8 | 2,449.4 | ||||||
Deferred income taxes |
166.6 | 158.3 | ||||||
Prepaid expenses and other assets |
60.5 | 68.1 | ||||||
Income taxes receivable |
| 93.7 | ||||||
Total Current Assets |
5,011.7 | 4,671.1 | ||||||
Property, plant and equipment net |
1,552.3 | 1,521.5 | ||||||
Goodwill |
1,993.5 | 1,762.2 | ||||||
Identifiable intangible assets net |
951.0 | 675.8 | ||||||
Deferred income taxes |
15.9 | 16.4 | ||||||
Other assets |
721.3 | 624.6 | ||||||
Total Assets |
$ | 10,245.7 | $ | 9,271.6 | ||||
Current Liabilities |
||||||||
Short-term debt |
$ | 13.3 | $ | 4.1 | ||||
Accounts payable |
715.4 | 514.0 | ||||||
Accrued expenses |
1,088.6 | 1,041.8 | ||||||
Income taxes payable |
117.4 | 2.9 | ||||||
Deferred income taxes |
30.0 | 28.1 | ||||||
Current maturities of long-term debt and capital lease obligations |
1.3 | 1.5 | ||||||
Total Current Liabilities |
1,966.0 | 1,592.4 | ||||||
Long-term debt and capital lease obligations |
2,391.7 | 2,352.8 | ||||||
Pension obligations |
512.1 | 556.7 | ||||||
Postretirement benefits other than pensions |
274.1 | 296.9 | ||||||
Long-term income taxes payable |
136.0 | 150.7 | ||||||
Deferred income taxes |
570.9 | 431.2 | ||||||
Other non-current liabilities |
563.3 | 503.1 | ||||||
Shareholders Equity |
||||||||
Common stock $5 par value |
||||||||
Authorized 200,000,000 shares; issued 149,625,568 shares at
September 30, 2011 and 148,213,331 shares at December 31, 2010
(excluding 14,000,000 shares held by a wholly owned subsidiary) |
748.1 | 741.1 | ||||||
Additional paid-in capital |
1,849.3 | 1,751.2 | ||||||
Income retained in the business |
2,989.3 | 2,527.2 | ||||||
Accumulated other comprehensive income (loss) |
(692.5 | ) | (676.1 | ) | ||||
Common stock held in treasury, at cost (24,421,961 shares at
September 30, 2011 and 23,259,865 shares at December 31, 2010) |
(1,098.2 | ) | (996.5 | ) | ||||
Total Shareholders Equity |
3,796.0 | 3,346.9 | ||||||
Noncontrolling interests |
35.6 | 40.9 | ||||||
Total Equity |
3,831.6 | 3,387.8 | ||||||
Total Liabilities And Equity |
$ | 10,245.7 | $ | 9,271.6 | ||||
Page 16
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Operating Activities |
||||||||||||||||
Consolidated net income |
$ | 203.3 | $ | 161.4 | $ | 578.2 | $ | 436.6 | ||||||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: |
||||||||||||||||
(Income) loss from discontinued operations |
| (0.1 | ) | | (1.4 | ) | ||||||||||
Restructuring and consolidation: |
||||||||||||||||
Expenses |
4.3 | 0.7 | 24.8 | 0.7 | ||||||||||||
Payments |
(3.6 | ) | (1.2 | ) | (7.5 | ) | (5.4 | ) | ||||||||
Pension and postretirement benefits: |
||||||||||||||||
Expenses |
27.2 | 45.1 | 76.4 | 135.2 | ||||||||||||
Contributions and benefit payments |
(13.5 | ) | (21.4 | ) | (102.3 | ) | (151.2 | ) | ||||||||
Depreciation and amortization |
78.8 | 70.2 | 228.7 | 205.1 | ||||||||||||
Excess tax benefits related to share-based payment arrangements |
(3.0 | ) | (2.6 | ) | (13.4 | ) | (15.5 | ) | ||||||||
Share-based compensation expense |
30.9 | 21.0 | 77.4 | 54.2 | ||||||||||||
Deferred income taxes |
5.2 | (9.8 | ) | 3.2 | (2.0 | ) | ||||||||||
Change in assets and liabilities, net of effects of acquisitions and divestitures: |
||||||||||||||||
Receivables |
21.3 | (18.8 | ) | (270.1 | ) | (108.9 | ) | |||||||||
Inventories, net of pre-production and excess-over-average |
(33.1 | ) | (13.3 | ) | (112.0 | ) | (12.9 | ) | ||||||||
Pre-production and excess-over-average inventories |
(110.3 | ) | 57.2 | (178.2 | ) | (73.3 | ) | |||||||||
Other current assets |
(4.4 | ) | (5.8 | ) | 3.2 | (3.4 | ) | |||||||||
Accounts payable |
20.9 | (3.3 | ) | 132.9 | 40.7 | |||||||||||
Accrued expenses |
(14.9 | ) | (31.8 | ) | (14.2 | ) | (19.0 | ) | ||||||||
Income taxes payable/receivable |
60.1 | 11.6 | 200.6 | 78.0 | ||||||||||||
Other assets and liabilities |
(21.4 | ) | (6.7 | ) | (42.3 | ) | (52.1 | ) | ||||||||
Net Cash Provided By Operating Activities |
247.8 | 252.4 | 585.4 | 505.4 | ||||||||||||
Investing Activities |
||||||||||||||||
Purchases of property, plant and equipment |
(79.5 | ) | (48.0 | ) | (177.5 | ) | (99.6 | ) | ||||||||
Proceeds from sale of property, plant and equipment |
0.4 | 0.8 | 0.6 | 0.9 | ||||||||||||
Net payments made for acquisitions, net of cash acquired |
(54.5 | ) | (281.0 | ) | (503.3 | ) | (342.6 | ) | ||||||||
Investments in and advances to equity investees |
(0.5 | ) | (0.5 | ) | (1.5 | ) | (1.5 | ) | ||||||||
Net Cash Used In Investing Activities |
(134.1 | ) | (328.7 | ) | (681.7 | ) | (442.8 | ) | ||||||||
Financing Activities |
||||||||||||||||
Increase (decrease) in short-term debt, net |
(21.6 | ) | (8.9 | ) | (26.9 | ) | 8.9 | |||||||||
Proceeds (repayments) of long-term debt and capital lease obligations |
(0.3 | ) | 598.3 | 30.8 | 598.2 | |||||||||||
Proceeds from issuance of common stock |
10.6 | 11.9 | 43.2 | 64.9 | ||||||||||||
Purchases of treasury stock |
(0.8 | ) | (14.2 | ) | (101.7 | ) | (86.8 | ) | ||||||||
Dividends paid |
(36.7 | ) | (34.3 | ) | (74.1 | ) | (102.6 | ) | ||||||||
Excess tax benefits related to share-based payment arrangements |
3.0 | 2.6 | 13.4 | 15.5 | ||||||||||||
Distributions to noncontrolling interests |
(2.9 | ) | (0.6 | ) | (11.0 | ) | (11.9 | ) | ||||||||
Net Cash Provided By (Used In) Financing Activities |
(48.7 | ) | 554.8 | (126.3 | ) | 486.2 | ||||||||||
Discontinued Operations |
||||||||||||||||
Net cash provided by (used in) operating activities |
(0.1 | ) | (0.2 | ) | (0.3 | ) | (0.6 | ) | ||||||||
Net cash provided by (used in) investing activities |
| | | | ||||||||||||
Net cash provided by (used in) financing activities |
| | | | ||||||||||||
Net cash provided by (used in) discontinued operations |
(0.1 | ) | (0.2 | ) | (0.3 | ) | (0.6 | ) | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
(11.1 | ) | 6.6 | (4.2 | ) | (7.9 | ) | |||||||||
Net increase (decrease) in cash and cash equivalents |
53.8 | 484.9 | (227.1 | ) | 540.3 | |||||||||||
Cash and cash equivalents at beginning of period |
518.0 | 866.4 | 798.9 | 811.0 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 571.8 | $ | 1,351.3 | $ | 571.8 | $ | 1,351.3 | ||||||||
Page 17
Three Months | Nine Months | |||||||||||||||
Ended | Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Preliminary Income Statement Data: |
||||||||||||||||
Net Interest Expense |
$ | (34.8 | ) | $ | (34.5 | ) | $ | (103.3 | ) | $ | (101.2 | ) | ||||
Other Income (Expense), Net: |
$ | (16.7 | ) | $ | (3.6 | ) | $ | (26.7 | ) | $ | (14.4 | ) | ||||
- Merger related expenses |
(12.0 | ) | | (12.0 | ) | | ||||||||||
- Retiree health care expenses related to previously owned business |
(2.4 | ) | (2.6 | ) | (7.1 | ) | (7.9 | ) | ||||||||
- Expenses related to previously owned businesses |
(3.2 | ) | (0.9 | ) | (7.7 | ) | (5.2 | ) | ||||||||
- Equity in affiliated companies |
1.2 | (0.4 | ) | 1.1 | (1.2 | ) | ||||||||||
- Other net |
(0.3 | ) | 0.3 | (1.0 | ) | (0.1 | ) | |||||||||
Preliminary Cash Flow Data: |
||||||||||||||||
Dividends paid |
$ | (36.7 | ) | $ | (34.3 | ) | $ | (74.1 | ) | $ | (102.6 | ) | ||||
Depreciation and Amortization |
$ | 78.8 | $ | 70.2 | $ | 228.7 | $ | 205.1 | ||||||||
- Depreciation |
51.4 | 47.6 | 150.8 | 141.0 | ||||||||||||
- Amortization |
27.4 | 22.6 | 77.9 | 64.1 | ||||||||||||
Net Cash Provided By Operating Activities |
$ | 247.8 | $ | 252.4 | $ | 585.4 | $ | 505.4 | ||||||||
Purchases of Property, Plant and Equipment (Capital Expenditures) |
(79.5 | ) | (48.0 | ) | (177.5 | ) | (99.6 | ) | ||||||||
Net Cash
Provided By Operating Activities minus Capital Expenditures (Free
Cash Flow[1]) |
$ | 168.3 | $ | 204.4 | $ | 407.9 | $ | 405.8 | ||||||||
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Preliminary Balance Sheet Data: |
||||||||
Preproduction and Excess-Over-Average Inventory |
$ | 1,434.3 | $ | 1,154.2 | ||||
Short-term Debt |
$ | 13.3 | $ | 4.1 | ||||
Current Maturities of Long-term Debt and
Capital Lease Obligations |
1.3 | 1.5 | ||||||
Long-term Debt and Capital Lease Obligations |
2,391.7 | 2,352.8 | ||||||
Total
Debt[2] |
$ | 2,406.3 | $ | 2,358.4 | ||||
Cash and Cash Equivalents |
571.8 | 798.9 | ||||||
Net
Debt[2] |
$ | 1,834.5 | $ | 1,559.5 | ||||
[1] | Free cash flow, which represents net cash provided by operating activities minus capital expenditures, is a
cash performance measure used by the Company. It is a non-GAAP financial measure that the Company believes
provides a relevant measure of liquidity and a useful basis for assessing the Companys ability to fund its activities,
including the financing of acquisitions, debt service, repurchases of the Companys common stock and distribution
of earnings to shareholders. |
|
[2] | Total Debt (defined as short-term debt plus current maturities of long-term debt
and capital lease obligations plus long-
term debt and capital lease obligations) and Net Debt (defined as Total Debt minus cash and
cash equivalents) are non-
GAAP financial measures that the Company believes are useful to rating agencies and investors
in understanding the
Companys capital structure and leverage. Because all companies do not calculate these
measures in the same manner,
the Companys presentation may not be comparable to other similarly titled measures reported
by other companies. |
Page 18
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