FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
Commission file number 1-924
TRINOVA CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-4288310
(State of Incorporation) (I.R.S. Employer
Identification No.)
3000 Strayer, Maumee, OH 43537-0050
(Address of principal executive office)
Registrant's telephone number, including area code: (419) 867-2200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of Common Shares, $5 Par Value, outstanding as of April 28, 1995,
was 28,813,258.
This document, including exhibits, contains 19 pages.
The cover page consists of 1 page.
The Exhibit Index is located on page 15.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1995
INDEX TO INFORMATION IN REPORT
TRINOVA CORPORATION
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Position -
March 31, 1995 and December 31, 1994 3
Condensed Statement of Operations -
Three Months Ended March 31, 1995 and 1994 4
Condensed Statement of Cash Flows -
Three Months Ended March 31, 1995 and 1994 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 14
EXHIBIT INDEX 15
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS 18
EXHIBIT 27 - FINANCIAL DATA SCHEDULE 19
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<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
<CAPTION>
STATEMENT OF FINANCIAL POSITION
TRINOVA CORPORATION
(Dollars in thousands, except per share data)
March 31 December 31
1995 1994
---------- ----------
<S> <C> <C>
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 14,957 $ 27,928
Receivables 327,990 247,531
Inventories:
In-process and finished products 169,705 171,555
Raw materials and manufacturing supplies 49,429 45,761
---------- ----------
219,134 217,316
Other current assets 46,040 47,618
---------- ----------
TOTAL CURRENT ASSETS 608,121 540,393
Plants and properties 898,725 869,831
Less accumulated depreciation 513,805 490,025
---------- ----------
384,920 379,806
Other assets 77,144 80,835
---------- ----------
TOTAL ASSETS $1,070,185 $1,001,034
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 37,209 $ 1,755
Accounts payable 107,399 96,587
Income taxes 34,792 31,621
Other current liabilities 146,971 158,501
Current maturities of long-term debt 815 930
---------- ----------
TOTAL CURRENT LIABILITIES 327,186 289,394
Long-term debt 235,858 234,914
Postretirement benefits other than pensions 120,429 120,848
Other liabilities 29,564 28,150
Deferred income taxes 7,431 7,682
SHAREHOLDERS' EQUITY
Common stock; par value $5 a share
Authorized - 100,000,000 shares
Outstanding - 28,813,258 and 28,795,909 shares,
respectively (after deducting 5,396,638 and
5,413,987 shares, respectively, in treasury) 144,070 143,979
Additional paid-in capital 12,831 12,511
Retained earnings 202,332 184,930
Currency translation adjustments (9,516) (21,374)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 349,717 320,046
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,070,185 $1,001,034
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
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<PAGE>
<TABLE>
CONDENSED STATEMENT OF INCOME
TRINOVA CORPORATION
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
------------------------
1995 1994
---------- ----------
<S> <C> <C>
Net sales $ 498,635 $ 439,831
Cost of products sold 376,193 331,366
---------- ----------
MANUFACTURING INCOME 122,442 108,465
Selling and general administrative expenses 66,275 62,047
Engineering, research and development expenses 15,026 14,026
---------- ----------
OPERATING INCOME 41,141 32,392
Interest expense (4,973) (5,741)
Other expenses-net (3,880) (6,177)
---------- ----------
INCOME BEFORE INCOME TAXES 32,288 20,474
Income taxes 9,700 7,200
---------- ----------
NET INCOME $ 22,588 $ 13,274
========== ==========
NET INCOME PER SHARE $ .77 $ .46
========== ==========
Cash dividends per common share $ .18 $ .17
========== ==========
Average shares outstanding 30,734 30,745
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
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<PAGE>
<TABLE>
CONDENSED STATEMENT OF CASH FLOWS
TRINOVA CORPORATION
(In thousands)
(Unaudited)
<CAPTION> Three Months Ended
March 31
--------------------
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 22,588 $ 13,274
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 15,380 15,158
Changes in working capital elements,
other than debt (63,778) (16,608)
Other (1,500) 8,600
---------- ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (27,310) 20,424
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (17,939) (11,718)
Other 78 834
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (17,861) (10,884)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-and long-term debt 35,610 (13,541)
Cash dividends (5,186) (4,879)
Stock issuance under stock plans 411 8,655
---------- ----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 30,835 (9,765)
Effect of exchange rate changes on cash 1,365 (1,347)
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (12,971) (1,572)
Cash and cash equivalents at beginning of period 27,928 20,534
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 14,957 $ 18,962
========== ==========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
TRINOVA CORPORATION
Note 1 - Basis of Presentation
The accompanying financial statements for the interim periods are unaudited.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) necessary for a fair statement of the results for the interim
periods included herein have been made. Operating results for the three
months ended March 31, 1995 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1995. It is suggested that
these financial statements be read in conjunction with the audited 1994
financial statements and notes thereto included in TRINOVA Corporation's most
recent annual report.
Note 2 - Income Taxes
The Company's effective income tax rate is estimated to be 30% for 1995 as
reported for the first quarter. The lower than normal effective tax rate
reflects the utilization of tax loss carryforwards in Germany for which
valuation allowances were previously provided against the related deferred tax
assets. The Company expects the effective income tax rate for years
subsequent to 1995 to return to rates more comparable to the 35% rate that was
reported for 1994.
Note 3 - Net Income per Share
Net income per share is computed using the average number of common shares
outstanding, including common stock equivalents. The assumed conversion of
the Company's 6% convertible debentures was included in average shares
outstanding, increasing the average number of shares outstanding by 1,904,762
shares. For purposes of computing net income per share, net income was
increased for the after-tax equivalent of interest expense on the 6%
convertible debentures.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL REVIEW AND ANALYSIS OF OPERATIONS
Analysis of Operations
First Quarter 1995 Compared with First Quarter 1994
The following data provide highlights for the first quarter 1995 compared with
the first quarter 1994.
<TABLE>
<CAPTION>
(dollars in thousands, First Quarter Percent
------------------------ Increase
except per share data) 1995 1994 (Decrease)
-------- -------- ----------
<S> <C> <C> <C>
CONSOLIDATED
Net sales $ 498,635 $ 439,831 13.4%
Manufacturing income 122,442 108,465 12.9
Manufacturing margin (%) 24.6 24.7
Operating income 41,141 32,392 27.0
Operating margin (%) 8.3 7.4
Net income 22,588 13,274 70.2
Net income per share .77 .46 67.4
INDUSTRIAL
Net sales 276,255 232,768 18.7
Operating income 30,207 16,772 80.1
Operating margin (%) 10.9 7.2
Order intake 300,786 254,155 18.3
Order backlog at March 31 206,130 164,661 25.2
AUTOMOTIVE
Net sales 140,183 128,564 9.0
Operating income 10,182 13,945 (27.0)
Operating margin (%) 7.3 10.8
AEROSPACE & DEFENSE
Net sales 82,197 78,499 4.7
Operating income 7,160 6,501 10.1
Operating margin (%) 8.7 8.3
Order intake 79,952 81,140 (1.5)
Order backlog at March 31 266,815 273,327 (2.4)
</TABLE>
Higher sales for each of the Company's segments - Industrial, Automotive, and
Aerospace & Defense - led to first-quarter 1995 sales that were $58.8 million,
or 13.4%, greater than the 1994 first quarter. U.S. sales increased $20.7
million, or 7.1%, while non-U.S. sales increased $38.1 million, or 25.6%.
Changes in currency exchange rates due to a weaker U.S. dollar accounted for
nearly $17.5 million of the non-U.S. sales increase in the first quarter.
-7-
<PAGE>
Analysis of Operations - Continued
Worldwide industrial sales were at near-record levels in the 1995 first
quarter, increasing $43.5 million, or 18.7%, over the 1994 first quarter,
reflecting increases in most of the Company's industrial markets, including
distributor sales. U.S. industrial sales continued to strengthen in the 1995
first quarter, increasing $21.7 million, or 14%, over the 1994 first quarter
and nearly 16% over the fourth quarter. Non-U.S. sales, particularly Europe,
likewise showed marked improvement over the prior year, increasing nearly
$21.8 million, or 28%, over the first quarter and 12% over the 1994 fourth
quarter. Changes in currency exchange rates amounted to nearly $7 million, or
32% of the non-U.S. industrial sales increase. Order intake for the first
quarter also showed marked improvement compared with the prior year. First-
quarter 1995 order intake increased 18.3% over the 1994 first quarter,
resulting in order backlog at March 31, 1995, of $206.1 million which was
$41.5 million, or 25.2%, greater than at March 31, 1994.
First-quarter automotive sales were $11.6 million, or 9%, greater than the
1994 first quarter. European automotive sales increased $16.4 million, or
29%, largely the result of stronger sales in the European automotive
connectors market. Nearly $9 million of this increase resulted from changes
in currency exchange rates. U.S. automotive sales, conversely, declined
nearly 7% from the 1994 first quarter. Declines in U.S. auto production and
the phase out of certain automotive programs contributed to the Company's
lower U.S. automotive sales.
Aerospace & defense sales increased $3.7 million, or 4.7%, from the 1994 first
quarter due to a combination of higher original equipment and spare parts
sales, including new business on helicopter and special commercial and
military programs. Order backlog of $266.8 million was $6.5 million, or 2.4%,
lower than at March 31, 1994.
Consolidated manufacturing income increased $14 million, or 12.9%.
Manufacturing margin, however, remained flat - 24.6% for the 1995 first
quarter compared with 24.7% for the 1994 first quarter. Manufacturing income
and margin for the industrial segment improved significantly over the 1994
first quarter, the result of both increased sales volume and benefits from the
Company's restructuring initiatives in the U.S. and Europe. Manufacturing
income for industrial's U.S. and non-U.S. operations increased 20.5% and
45.5%, respectively. Despite increased sales, manufacturing income and margin
for the automotive segment declined from the 1994 first quarter. Higher
European automotive sales bolstered manufacturing income for that region,
although the resulting change in sales mix depressed margins. U.S. automotive
manufacturing income and margin deteriorated from the 1994 first quarter due
to both lower sales, particularly the impact of program phase-outs at certain
U.S. facilities, and manufacturing inefficiencies. Higher sales and continued
cost-containment efforts in the aerospace & defense segment led to slightly
improved manufacturing income, although manufacturing margin remained flat
compared with the 1994 first quarter.
Selling and general administrative and engineering, research and development
expenses (operating expenses) were $5.2 million higher than in the 1994 first
quarter. As a percent of sales, however, operating expenses declined to 16.3%
in the 1995 first quarter compared with 17.3% in the first quarter of 1994.
-8-
<PAGE>
Analysis of Operations - Continued
Increased costs in the 1995 first quarter included, among other things, costs
associated with marketing and engineering efforts to generate growth
opportunities, the effects of changes in currency exchange rates and
provisions for incentive compensation and profit-sharing associated with
higher levels of earnings. The effects of reducing the number of selling and
administrative personnel by nearly 8.5% from the 1994 first quarter levels
partially offset these higher costs.
Interest expense for the 1995 first quarter was $800,000 lower than in the
1994 first quarter, reflecting the effect of lower average debt levels in
1995. Other expenses - net were $2.3 million lower in the 1995 first quarter
than in the 1994 first quarter, primarily due to lower exchange losses in
Brazil.
Net income for the first quarter of 1995 amounted to $22.6 million, or 77
cents per share, compared with $13.3 million, or 46 cents per share, in the
1994 first quarter. The Company's effective income tax rate is estimated to
be 30% for 1995 as reported for the first quarter. The lower than normal
effective tax rate reflects the utilization of tax loss carryforwards in
Germany for which valuation allowances were previously provided against the
related deferred tax assets. The Company expects the effective income tax
rate for years subsequent to 1995 to return to rates more comparable to the
35% rate that was reported for 1994.
Liquidity, Working Capital and Capital Investment
Cash used in operating activities amounted to $27.3 million in the 1995 first
quarter. First-quarter working capital requirements amounted to $63.8 million
and included $50 million to liquidate the Company's program for the sale of
accounts receivable. Despite increasing sales volume throughout 1994 and into
1995, the Company has been able to hold inventory balances at relatively
constant levels. Cash provided by operations in the first quarter of 1994
amounted to $20.4 million. Dividend payments were increased in the 1995 first
quarter to 18 cents per share from 17 cents per share in the 1994 first
quarter. First-quarter 1995 short-term borrowings totaled $35.6 million and
included cash required, in part, to liquidate the accounts receivable sales
program. As a result of this additional short-term debt, the debt-to-
capitalization ratio (debt divided by debt plus equity) increased to 43.9%
from 42.6% at December 31, 1994.
Under terms of a revolving credit agreement with a consortium of U.S. and non-
U.S. banks, the Company may borrow up to $175 million. The agreement is
intended to support the Company's commercial paper borrowings and, to the
extent not so utilized, provide domestic borrowing capacity. The remaining
borrowing capacity under this agreement at March 31, 1995, was $160 million.
In addition to this agreement, the Company has uncommitted arrangements with
various banks to provide short-term financing as necessary. During the 1995
first quarter, Moody's Investors Service upgraded the Company's short-term
debt rating for commercial paper to Prime-2 from Prime-3, and Standard &
Poor's Corporation affirmed its existing debt ratings. The Company expects
that cash flow from operations for the remainder of the year will be
sufficient to meet normal operating requirements.
-9-
<PAGE>
PART II - OTHER INFORMATION
TRINOVA CORPORATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 20, 1995, in Maumee,
Ohio, the shareholders elected directors and ratified the employment of
Ernst & Young LLP as TRINOVA's independent auditors for 1995. The
following is a tabulation of all votes timely cast in person or by proxy
by shareholders of TRINOVA for the annual meeting:
To elect directors:
WITHHOLD BROKER
NOMINEE FOR AUTHORITY NON-VOTES
Darryl F. Allen 25,917,338 164,392 0
Purdy Crawford 25,920,430 161,300 0
Joseph C. Farrell 25,909,305 172,425 0
David R. Goode 25,909,982 171,748 0
Paul A. Ormond 25,909,024 172,706 0
John P. Reilly 25,910,730 171,000 0
Robert H. Spilman 25,915,803 165,927 0
William R. Timken, Jr. 25,921,018 160,712 0
To ratify the employment of Ernst & Young LLP as TRINOVA's independent
auditors for 1995:
FOR 25,953,319
AGAINST 90,988
ABSTAIN 37,423
BROKER NON-VOTES 0
-10-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibit is filed hereunder as part of Part I:
Exhibit (11) Statement re: Computation of Per Share Earnings
(b) The following exhibit is filed hereunder as part of Part II:
Exhibit (27) Financial Data Schedule
The following exhibits are filed as part of Part II and are incorporated
by reference hereunder:
Exhibit (4)-1 First Supplemental Indenture, dated as of May 4,
1992, between TRINOVA Corporation and NBD Bank, with
respect to the issuance of $75,000,000 aggregate
principal amount of TRINOVA Corporation 7.95% Notes
Due 1997, filed as Exhibit (4)-1 to Form SE filed on
May 6, 1992
Exhibit (4)-2 7.95% Notes Due 1997, issued pursuant to the
Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank (formerly National
Bank of Detroit), as supplemented by the First
Supplemental Indenture, dated as of May 4, 1992,
between TRINOVA Corporation and NBD Bank filed as
Exhibit (4)-2 to Form SE filed on May 6, 1992
Exhibit (4)-3 Officers' Certificate of TRINOVA Corporation, dated
May 4, 1992, pursuant to Section 2.01 of the
Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank (formerly National
Bank of Detroit), as supplemented by the First
Supplemental Indenture, dated as of May 4, 1992,
between TRINOVA Corporation and NBD Bank, filed as
Exhibit (4)-3 to Form SE filed on May 6, 1992
Exhibit (4)-4 Rights Agreement, dated January 26, 1989, between
TRINOVA Corporation and First Chicago Trust Company
of New York filed as Exhibit (2) to Form 8-A filed
on January 27, 1989, as amended by the First
Amendment to Rights Agreement filed as Exhibit (5)
to Form 8 filed on July 1, 1992
Exhibit (4)-5 Form of Share Certificate for Common Shares, $5 par
value, of TRINOVA Corporation, filed as Exhibit
(4)-2 to Form SE filed on July 1, 1992
-11-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K - Continued
Exhibit (4)-6 Fiscal Agency Agreement, dated as of October 26,
1987, between TRINOVA Corporation, as Issuer, and
Bankers Trust Company, as Fiscal Agent, with respect
to $100,000,000 aggregate principal amount of
TRINOVA Corporation 6% Convertible Subordinated
Debentures Due 2002, filed as Exhibit (4)-1 to Form
SE filed on March 18, 1993
Exhibit (4)-7 Indenture, dated as of January 28, 1988, between
TRINOVA Corporation and NBD Bank (formerly National
Bank of Detroit), with respect to the issuance of
$50,000,000 aggregate principal amount of TRINOVA
Corporation 9.55% Senior Sinking Fund Debentures Due
2018, and the issuance of $75,000,000 aggregate
principal amount of TRINOVA Corporation 7.95% Notes
Due 1997, filed as Exhibit (4)-2 to Form SE filed on
March 18, 1993
Exhibit (10)-1 TRINOVA Corporation 1982 Stock Option Plan, filed as
Exhibit (10)-1 to Form SE filed on March 18, 1993
Exhibit (10)-2 TRINOVA Corporation 1984 Incentive Compensation
Plan, filed as Exhibit (10)-2 to Form SE filed on
March 18, 1993
Exhibit (10)-3 TRINOVA Corporation 1987 Stock Option Plan, filed as
Exhibit (10)-3 to Form SE filed on March 18, 1993
Exhibit (10)-4 Change in Control Agreement for Officers, filed as
Exhibit (10)-4 to Form SE filed on March 18, 1993
(the Agreements executed by the Company and various
executive officers of the Company are identical in
all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the
identity of the officers and the dates of execution,
and as to other variations directly necessitated by
said differences)
Exhibit (10)-5 Change in Control Agreement for Non-officers, filed
as Exhibit (10)-5 to Form SE filed on March 18, 1993
(the Agreements executed by the Company and various
non-officer employees of the Company are identical
in all respects to the form of Agreement filed as an
Exhibit to Form SE except as to differences in the
identity of the employees and the dates of
execution, and as to other variations directly
necessitated by said differences)
Exhibit (10)-6 TRINOVA Corporation 1994 Stock Incentive Plan, filed
as Appendix A to the proxy statement for the annual
meeting held on April 21, 1994
-12-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K - Continued
Exhibit (10)-7 TRINOVA Corporation 1989 Non-Employee Directors'
Equity Plan, filed as Exhibit (10)-12 to Form 10-K
filed on March 18, 1994
Exhibit (10)-8 TRINOVA Corporation Plan for Optional Deferment of
Directors' Fees (amended and restated effective
April 1, 1995) filed as Exhibit (10)-8 to Form 10-K
filed on March 20, 1995
Exhibit (10)-9 TRINOVA Corporation Directors' Retirement Plan
(amended and restated effective January 1, 1990),
filed as Exhibit (10)-9 to Form 10-K filed on March
20, 1995
Exhibit (10)-10 TRINOVA Corporation Supplemental Benefit Plan
(amended and restated effective January 1, 1995),
filed as Exhibit (10)-10 to Form 10-K filed on March
20, 1995
Exhibit (10)-11 TRINOVA Corporation Voluntary Deferred Compensation
Plan (effective April 1, 1995), filed as Exhibit
(10)-11 to Form 10-K filed on March 20, 1995
Exhibit (99(i))-1 TRINOVA Corporation Directors' Charitable Award
Program, filed as Exhibit (99(i))-2 to Form 10-K
filed on March 18, 1994
Exhibit (99(i))-2 Credit Agreement, dated as of August 31, 1994, among
TRINOVA Corporation (borrower) and The Bank of Tokyo
Trust Company; Chemical Bank; Citibank, N.A;
Dresdner Bank AG, New York and Grand Cayman
branches; The First National Bank of Chicago; Morgan
Guaranty Trust Company of New York; NBD Bank; and
Union Bank of Switzerland, Chicago branches (banks)
and Citibank, N.A. (administrative agent), filed as
Exhibit (99(i))-2 to Form 10-Q filed on November 3,
1994
(b) There were no reports on Form 8-K filed for the quarter ended March
31, 1995.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRINOVA CORPORATION
By /S/ DARRYL F. ALLEN
-----------------------------------------
May 10, 1995 Darryl F. Allen
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
By /S/ DAVID M. RISLEY
May 10, 1995 -----------------------------------------
David M. Risley
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
-14-
EXHIBIT INDEX
Exhibit No. Page No.
(4)-1 First Supplemental Indenture, dated as of May 4, Incorporated
1992, between TRINOVA Corporation and NBD Bank, by Reference
with respect to the issuance of $75,000,000
aggregate principal amount of TRINOVA Corporation
7.95% Notes Due 1997, filed as Exhibit (4)-1 to
Form SE filed on May 6, 1992
(4)-2 7.95% Notes Due 1997, issued pursuant to the Incorporated
Indenture, dated as of January 28, 1988, between by Reference
TRINOVA Corporation and NBD Bank (formerly
National Bank of Detroit), as supplemented by
the First Supplemental Indenture, dated as of
May 4, 1992, between TRINOVA Corporation and NBD
Bank, filed as Exhibit (4)-2 to Form SE filed on
May 6, 1992
(4)-3 Officers' Certificate of TRINOVA Corporation, Incorporated
dated May 4, 1992, pursuant to Section 2.01 of by Reference
the Indenture, dated as of January 28, 1988,
between TRINOVA Corporation and NBD Bank (formerly
National Bank of Detroit), as supplemented by the
First Supplemental Indenture, dated as of May 4, 1992,
between TRINOVA Corporation and NBD Bank, filed as
Exhibit (4)-3 to Form SE filed on May 6, 1992
(4)-4 Rights Agreement, dated January 26, 1989, Incorporated
between TRINOVA Corporation and First Chicago by Reference
Trust Company of New York filed as Exhibit (2)
to Form 8-A filed on January 27, 1989, as
amended by the First Amendment to Rights
Agreement filed as Exhibit (5) to Form 8 filed
on July 1, 1992
(4)-5 Form of Share Certificate for Common Shares, $5 Incorporated
par value, of TRINOVA Corporation, filed as by Reference
Exhibit (4)-2 to Form SE filed on July 1, 1992
(4)-6 Fiscal Agency Agreement, dated as of October 26, Incorporated
1987, between TRINOVA Corporation, as Issuer, by Reference
and Bankers Trust Company, as Fiscal Agent, with
respect to $100,000,000 aggregate principal
amount of TRINOVA Corporation 6% Convertible
Subordinated Debentures Due 2002, filed as
Exhibit (4)-1 to Form SE filed on March 18, 1993
-15-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(4)-7 Indenture, dated as of January 28, 1988, between Incorporated
TRINOVA Corporation and NBD Bank (formerly by Reference
National Bank of Detroit), with respect to the
issuance of $50,000,000 aggregate principal
amount of TRINOVA Corporation 9.55% Senior
Sinking Fund Debentures Due 2018, and the
issuance of $75,000,000 aggregate principal
amount of TRINOVA Corporation 7.95% Notes Due
1997, filed as Exhibit (4)-2 to Form SE filed
on March 18, 1993
(10)-1 TRINOVA Corporation 1982 Stock Option Plan, Incorporated
filed as Exhibit (10)-1 to Form SE filed on by Reference
March 18, 1993
(10)-2 TRINOVA Corporation 1984 Incentive Compensation Incorporated
Plan, filed as Exhibit (10)-2 to Form SE filed by Reference
on March 18, 1993
(10)-3 TRINOVA Corporation 1987 Stock Option Plan, Incorporated
filed as Exhibit (10)-3 to Form SE filed on by Reference
March 18, 1993
(10)-4 Change in Control Agreement for Officers, Incorporated
filed as Exhibit (10)-4 to Form SE filed on by Reference
March 18, 1993 (the Agreements executed by the
Company and various executive officers of the
Company are identical in all respects to the
form of Agreement filed as an Exhibit to Form SE
except as to differences in the identity of the
officers and the dates of execution, and as to
other variations directly necessitated by said
differences)
(10)-5 Change in Control Agreement for Non-officers, Incorporated
filed as Exhibit (10)-5 to Form SE filed on by Reference
March 18, 1993 (the Agreements executed by the
Company and various non-officer employees of
the Company are identical in all respects to
the form of Agreement filed as an Exhibit to
Form SE except as to differences in the identity
of the employees and the dates of execution, and
as to other variations directly necessitated by
said differences)
-16-
<PAGE>
EXHIBIT INDEX - Continued
Exhibit No. Page No.
(10)-6 TRINOVA Corporation 1994 Stock Incentive Plan, Incorporated
filed as Appendix A to the proxy statement for by Reference
the annual meeting held on April 21, 1994
(10)-7 TRINOVA Corporation 1989 Non-Employee Directors' Incorporated
Equity Plan, filed as Exhibit (10)-12 to by Reference
Form 10-K filed on March 18, 1994
(10)-8 TRINOVA Corporation Plan for Optional Deferment Incorporated
of Directors' Fees (amended and restated by Reference
effective April 1, 1995) filed as Exhibit (10)-8
to Form 10-K filed on March 20, 1995
(10)-9 TRINOVA Corporation Directors' Retirement Plan Incorporated
(amended and restated effective January 1, 1990) by Reference
filed as Exhibit (10)-9 to Form 10-K filed on
March 20, 1995
(10)-10 TRINOVA Corporation Supplemental Benefit Plan Incorporated
(amended and restated effective January 1, 1995), by Reference
filed as Exhibit (10)-10 to Form 10-K filed on
March 20, 1995
(10)-11 TRINOVA Corporation Voluntary Deferred Compensation Incorporated
Plan (effective April 1, 1995), filed as Exhibit by Reference
(10)-11 to Form 10-K filed on March 20, 1995
(11) Statement re: Computation of Per Share Earnings 18
(27) Financial Data Schedule 19
(99(i))-1 TRINOVA Corporation Directors' Charitable Award Incorporated
Program, filed as Exhibit (99(i))-2 to by Reference
Form 10-K filed on March 18, 1994
(99(i))-2 Credit Agreement, dated as of August 31, 1994, Incorporated
among TRINOVA Corporation (borrower) and The Bank by Reference
of Tokyo Trust Company; Chemical Bank; Citibank,
N.A.; Dresdner Bank AG, New York and Grand Cayman
branches; The First National Bank of Chicago;
Morgan Guaranty Trust Company of New York; NBD
Bank; and Union Bank of Switzerland, Chicago
branches (banks) and Citibank, N.A. (administrative
(agent), filed as Exhibit (99(i))-2 to Form 10-Q
filed on November 3, 1994
-17-
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
TRINOVA CORPORATION
(In thousands, except per share data)
Three Months Ended
March 31
--------------------------
1995 1994
---------- ----------
AVERAGE SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS
OUTSTANDING (NOTE A)
Average shares outstanding 28,809 28,595
Assumed conversion of the 6%
convertible debentures 1,905 1,905
Net effect of dilutive stock
options based upon treasury stock
method using average market price 20 245
--------- ----------
Average shares of common stock
and common stock equivalents
outstanding 30,734 30,745
========== ==========
INCOME ATTRIBUTABLE TO COMMON STOCK (NOTE A)
Net income $ 22,588 $ 13,274
After-tax eqivalent of interest expense
on the 6% convertible debentures 930 930
---------- ----------
Income attributable to common stock $ 23,518 $ 14,204
========== ==========
Net Income per Share $ .77 $ .46
========== ==========
Note A - Net income per share is computed using the average number of common
shares outstanding, including common stock equivalents. The assumed
conversion of the Company's 6% convertible debentures was included in average
shares outstanding, increasing the average number of shares outstanding by
1,904,762 shares. For purposes of computing net income per share, net income
was increased for the after-tax equivalent of interest expense on the 6%
convertible debentures.
-18-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF FINANCIAL POSITION AND THE CONDENSED STATEMENT OF OPERATIONS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 14,957
<SECURITIES> 0
<RECEIVABLES> 341,817
<ALLOWANCES> 13,827
<INVENTORY> 219,134
<CURRENT-ASSETS> 608,121
<PP&E> 898,725
<DEPRECIATION> 513,805
<TOTAL-ASSETS> 1,070,185
<CURRENT-LIABILITIES> 327,186
<BONDS> 235,858
<COMMON> 144,070
0
0
<OTHER-SE> 205,647
<TOTAL-LIABILITY-AND-EQUITY> 1,070,185
<SALES> 498,635
<TOTAL-REVENUES> 498,635
<CGS> 376,193
<TOTAL-COSTS> 376,193
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,973
<INCOME-PRETAX> 32,288
<INCOME-TAX> 9,700
<INCOME-CONTINUING> 22,588
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,588
<EPS-PRIMARY> .77
<EPS-DILUTED> .77
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