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, 1998
Commission file number 1-924
Aeroquip-Vickers, Inc.
(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 24, 1998,
was 28,202,478.
This document, including exhibits, contains 18 pages.
The Exhibit Index is located on page 16.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1998
INDEX TO INFORMATION IN REPORT
Aeroquip-Vickers, Inc.
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Position -
March 31, 1998 and December 31, 1997 3
Condensed Statement of Income -
Three Months Ended March 31, 1998 and 1997 4
Condensed Statement of Cash Flows -
Three Months Ended March 31, 1998 and 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBIT INDEX 16
EXHIBIT (10)-1 - Aeroquip-Vickers, Inc. Directors' Incorporated
Retirement Plan, as amended, filed as herein
Exhibit (4)-c to Form S-8 filed on by reference
May 7, 1998
EXHIBIT 12 - Statement re: Computation of Ratios 17
EXHIBIT 27 - Financial Data Schedule 18
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<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
<CAPTION>
STATEMENT OF FINANCIAL POSITION
Aeroquip-Vickers, Inc.
(Dollars in thousands, except share data)
(Unaudited) March 31 December 31
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 27,889 $ 18,736
Receivables 385,813 348,822
Inventories:
In-process and finished products 238,974 239,800
Raw materials and manufacturing supplies 64,243 54,967
---------- ----------
303,217 294,767
Other current assets 47,046 49,323
---------- ----------
TOTAL CURRENT ASSETS 763,965 711,648
Plants and properties 1,021,752 993,002
Less accumulated depreciation 530,430 518,860
---------- ----------
491,322 474,142
Goodwill 115,401 111,905
Other assets 84,595 78,901
---------- ----------
TOTAL ASSETS $1,455,283 $1,376,596
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 142,232 $ 84,044
Accounts payable 123,337 111,800
Income taxes 41,382 30,496
Other current liabilities 189,159 212,800
Current maturities of long-term debt 1,541 1,857
---------- ----------
TOTAL CURRENT LIABILITIES 497,651 440,997
Long-term debt 247,388 256,707
Postretirement benefits other than pensions 122,278 122,272
Other liabilities 49,053 46,421
SHAREHOLDERS' EQUITY
Common stock - par value $5 a share
Authorized - 100,000,000 shares
Outstanding - 28,166,044 and 28,064,981 shares,
respectively(after deducting 6,114,802 and 6,215,865
shares, respectively, in treasury) 140,830 140,325
Additional paid-in capital 43,851 41,288
Retained earnings 391,439 366,676
Accumulated other comprehensive income -
currency translation adjustments (37,207) (38,090)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 538,913 510,199
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,455,283 $1,376,596
========== ==========
<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
Aeroquip-Vickers, Inc.
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
------------------------
1998 1997
---------- ----------
<S> <C> <C>
Net sales $ 547,055 $ 538,426
Cost of products sold 402,823 405,951
---------- ----------
MANUFACTURING INCOME 144,232 132,475
Selling and general administrative
expenses 68,151 65,947
Engineering, research and development
expenses 18,311 17,830
Special charge -- 30,000
---------- ----------
OPERATING INCOME 57,770 18,698
Interest expense (6,727) (7,371)
Other expenses - net (5,170) (4,733)
---------- ----------
INCOME BEFORE INCOME TAXES 45,873 6,594
Income taxes 14,700 900
---------- ----------
NET INCOME $ 31,173 $ 5,694
========== ==========
NET INCOME PER SHARE
Basic $ 1.11 $ .20
Diluted 1.10 .20
========== ==========
CASH DIVIDENDS PER SHARE $ .22 $ .20
========== ==========
<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
Aeroquip-Vickers, Inc.
(In thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
------------------------
1998 1997
------ ------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 31,173 $ 5,694
Adjustments to reconcile net income to
net cash provided (used) by operating activities:
Depreciation 16,362 17,114
Amortization 2,066 1,325
Special charge - 30,000
Changes in certain components of working
capital other than debt (38,977) (30,885)
Other (442) (6,335)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 10,182 16,913
INVESTING ACTIVITIES
Capital expenditures (32,174) (25,936)
Businesses acquired (13,162) -
Sale of businesses - 17,271
Other 755 (3,000)
-------- --------
NET CASH USED BY INVESTING ACTIVITIES (44,581) (11,665)
FINANCING ACTIVITIES
Net increase in short- and long-term debt 47,384 11,501
Cash dividends (6,194) (5,604)
Purchase of common stock (240) (1,160)
Stock issuance under stock plans 3,092 3,692
Other (293) -
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 43,749 8,429
Effect of exchange rate changes on cash (197) (334)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 9,153 13,343
Cash and cash equivalents at beginning of period 18,736 23,934
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 27,889 $ 37,277
======== ========
<FN>
The Notes to Financial Statements are an integral part of this statement.
</FN>
</TABLE>
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Aeroquip-Vickers, Inc.
Note 1 - Basis of Presentation
The accompanying financial statements for the interim periods are unaudited.
In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods included herein have been
made. Operating results for the three months ended March 31, 1998, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. It is suggested that these financial statements be read in
conjunction with the audited 1997 financial statements and notes thereto
included in Aeroquip-Vickers, Inc.'s most recent annual report.
Note 2 - Redemption of Debt
In December 1997, the Company called its 9.55% senior sinking fund debentures
in the principal amount of $42 million for redemption on February 3, 1998.
The pretax loss from redemption of the 9.55% senior sinking fund debentures
amounting to $2.5 million was recognized in Other expenses - net in the 1998
first quarter. In June 1997, the Company called its 6% convertible
subordinated debentures in the principal amount of $100 million for
redemption. The 6% convertible debentures, which were due to mature on
October 15, 2002, were convertible into common shares of the Company at a
conversion price of $52.50 per share.
Note 3 - Accounting Pronouncements
In the 1998 first quarter, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This
Statement requires that comprehensive income, which is the total of net income
and other comprehensive income, be reported in the financial statements.
Other comprehensive income consists of foreign currency items, minimum pension
liability adjustments and unrealized gains and losses on certain security
investments. Amounts that were previously recognized in other comprehensive
income are to be reclassified to net income in the period realized.
Historically, the Company's only component of other comprehensive income has
been foreign currency items. On an annual basis, disclosure of comprehensive
income will be incorporated into the Statement of Shareholders' Equity. Since
this statement is not presented on a quarterly basis, following are details of
comprehensive income for the three months ended March 31, 1998 and 1997:
Three Months Ended
March 31
1998 1997
Net income $ 31,173 $ 5,694
Other comprehensive income (loss) - currency
translation adjustments during the period 1,010 (10,949)
Reclassification of realized amounts to net income (127) 2,133
--------- ---------
Comprehensive income (loss) $ 32,056 $ (3,122)
========= =========
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<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
Aeroquip-Vickers, Inc.
The Company is currently evaluating its segment disclosures and will adopt
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information," in the 1998 fourth
quarter. This Statement requires that operating segment financial information
be reported on a basis consistent with the Company's internal reporting that
is used for evaluating segment performance and allocating resources.
Note 4 - Special Charge
In the 1997 first quarter, the Company announced plans to exit its automotive
interior plastics business and recorded a special charge of $30 million ($18.5
million net, or diluted net income per share of $.66 [$.63 for the year]),
comprised principally of severance, lease termination and asset disposition
costs. As a result, the Company sold or closed eight facilities during 1997
that had combined 1997 sales of approximately $67 million (approximately $31.2
million in the 1997 first quarter).
Note 5 - Income Taxes
The income tax provision for the 1997 first quarter included a credit of $11.5
million related to the special charge for costs to exit the automotive
interior plastics business. The effective income tax rate for the 1997 first
quarter exclusive of this item was 33.9%. The effective income tax rate for
the 1998 first quarter was 32%.
-7-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
Aeroquip-Vickers, Inc.
Note 6 - Net Income per Share
Following is a reconciliation of income and average shares for purposes of
calculating basic and diluted net income per share (in thousands, except per
share amounts):
Three Months Ended
March 31
1998 1997
-------- --------
Basic Net Income per Share
- --------------------------
Net income $ 31,173 $ 5,694
========= ========
Average common shares outstanding 28,119 27,974
========= ========
Basic Net Income per Share $ 1.11 $ .20
========= ========
Diluted Net Income per Share
- ----------------------------
Net income $ 31,173 $ 5,694
After-tax equivalent of interest expense
on 6% convertible debentures -- --
--------- --------
Income for purposes of computing diluted
net income per share $ 31,173 $ 5,694
========= ========
Average common shares outstanding 28,119 27,974
Dilutive stock options 217 142
Assumed conversion of 6% convertible debentures -- --
--------- --------
Average common shares for purposes of
computing diluted net income per share 28,336 28,116
========= ========
Diluted Net Income per Share $ 1.10 $ .20
========= ========
The 6% convertible debentures were redeemed in July 1997. The assumed
conversion of the 6% convertible debentures was not included in the
computation of diluted net income per share in the 1997 first quarter because
the effect of the inclusion would have been anti-dilutive.
-8-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL REVIEW AND ANALYSIS OF OPERATIONS
<TABLE>
Analysis of Operations
First Quarter 1998 Compared with First Quarter 1997
The following data provide highlights for the first quarter 1998 compared with
the first quarter 1997.
<CAPTION>
Percent
(dollars in thousands, First Quarter Increase
except per share data) 1998 1997 (Decrease)
<S> <C> <C> <C>
CONSOLIDATED
Net sales $ 547,055 $ 538,426 1.6%
Manufacturing income 144,232 132,475 8.9
Manufacturing margin (%) 26.4 24.6
Operating income 57,770 18,698(a) 18.6(b)
Operating margin (%) 10.6 3.5(a)
Net income 31,173 5,694(a) 28.8(b)
Net income per share
Basic 1.11 .20
Diluted 1.10 .20(a) 27.9(b)
INDUSTRIAL
Net sales 310,447 291,839 6.4
Operating income 27,079 24,605 10.1
Operating margin (%) 8.7 8.4
Order intake 314,125 317,595 (1.1)
Order backlog at March 31 232,437 212,558 9.4
AUTOMOTIVE
Net sales 101,734 127,930 (20.5)
Operating income 12,699 (18,512)(a) 10.5(b)
Operating margin (%) 12.5 (14.5)(a)
AEROSPACE
Net sales 134,874 118,657 13.7
Operating income 24,023 18,631 28.9
Operating margin (%) 17.8 15.7
Order intake 152,473 129,142 18.1
Order backlog at March 31 396,651 349,191 13.6
<FN>
(a) After deducting a special charge of $30 million ($18.5 million net, or
diluted net income per share of $.66).
(b) Before deducting a special charge of $30 million ($18.5 million net, or
diluted net income per share of $.66).
</FN>
</TABLE>
The Company set a number of first-quarter records in 1998, including
consolidated net sales, manufacturing income, operating income, operating
margin, net income and net income per share. First-quarter records also
included industrial and aerospace sales, aerospace operating income and
margin, aerospace order intake and industrial order backlog.
-9-
<PAGE>
Analysis of Operations - Continued
Consolidated net sales for the 1998 first quarter increased $8.6 million, or
1.6%, over the 1997 first quarter. Sales for the industrial and aerospace
segments increased 6.4% and 13.7%, respectively, but sales for the automotive
segment declined 20.5% from the 1997 first quarter. The sales decline for the
automotive segment was due to the sale or closure during 1997 of the Company's
interior plastics facilities which had first-quarter 1997 sales of $31.2
million. U.S. sales increased $19.4 million, or 5.6%, but non-U.S. sales
declined $10.8 million, or 5.7%. Excluding the effects of divestitures and
exchange rate changes, U.S. sales increased nearly $40 million, or 12%, and
non-U.S. sales increased nearly $11 million, or 6%.
Industrial segment sales for the 1998 first quarter amounting to $310.4
million were up $18.6 million, or 6.4%, over the 1997 first quarter. U.S.
industrial sales increased $22.1 million, or 11.3%, over 1997. Strong
improvement across most industrial sectors, including mobile equipment, truck
and bus, and electronic systems, as well as improved distributor sales,
contributed to the U.S. industrial sales increase. European industrial sales
declined slightly from the 1997 first quarter, due entirely to the effects of
currency exchange rate changes. Likewise, industrial sales in Asia-Pacific
and Brazil declined $2.9 million, or 9.5%, because of currency exchange rate
changes. Industrial order intake declined $3.5 million, or 1.1%, from the
1997 first quarter, due to the effects of exchange rate changes and reduced
order intake in the Asia-Pacific region. Order backlog at March 31, 1998, was
$19.9 million, or 9.4%, higher than a year ago. The increased order backlog
was principally related to Europe.
Automotive segment sales declined $26.2 million, or 20.5%, from the 1997 first
quarter. During 1997, the Company sold or closed eight automotive interior
plastics facilities which had first-quarter 1997 sales of $31.2 million.
After adjusting the 1997 first quarter to exclude sales originating from
facilities that were sold or closed during 1997, first-quarter 1998 U.S.
automotive sales increased slightly over the prior year, and non-U.S.
automotive sales increased $4.7 million, or 7.1%. Before the unfavorable
effects of exchange rate changes, this pro forma increase in non-U.S. sales
would have been nearly $4 million greater. The growth in European sales
reflects continued strong demand for automotive air conditioning and power
steering fluid connectors.
First-quarter 1998 aerospace segment sales of $134.9 million were $16.2
million, or 13.7%, higher than the 1997 first quarter. Sales were up 17.1% in
the U.S., but down slightly in Europe. The 1998 first-quarter sales reflected
substantial increases over the 1997 first quarter in sales to commercial and
military OEM customers and to the commercial aftermarket. Sales to the
military aftermarket were somewhat lower than in the 1997 first quarter.
Strong first quarter 1998 orders of $152.5 million were $23.3 million, or
18.1%, higher than the 1997 first quarter. Order backlog at $396.7 million
was $47.5 million, or 13.6%, over the March 31, 1997, backlog.
Consolidated manufacturing income increased $11.8 million, or 8.9%, over the
1997 first quarter. Manufacturing margin improved from 24.6% in the 1997
first quarter to 26.4% in the 1998 first quarter. Manufacturing income for
-10-
<PAGE>
Analysis of Operations - Continued
the industrial segment increased as a result of higher sales. However,
principally because of normal start-up inefficiencies associated with a new
pump manufacturing facility and the adverse effects of exchange rate changes
in Europe, manufacturing margin was flat compared with the 1997 first quarter.
Manufacturing income for the automotive segment declined slightly from the
prior year because of lower sales volume due to the divestiture of the
automotive interior plastics business. However, automotive manufacturing
margin improved significantly over the 1997 first quarter since margins for
the fluid connectors business exceed those in the interior plastics business.
Manufacturing income for the aerospace segment increased more than 20% over
the 1997 first quarter, principally the result of increased sales volume,
which also led to improved manufacturing margin.
Selling and general administrative and engineering, research and development
expenses were $2.7 million higher in the 1998 first quarter than in the
comparable 1997 period and, as a percent of sales, were 15.8% in 1998,
compared with 15.6% in 1997. Continued development of infrastructure in the
Asia-Pacific industrial segment accounted for nearly 40% of the increase,
while disposition of the interior plastics business contributed to a reduction
of overhead costs in the automotive segment.
In the 1997 first quarter, the Company announced its plans to exit the
automotive interior plastics business and recorded a special charge of $30
million ($18.5 million net, or diluted net income per share of $.66 [$.63 for
the year]), comprised principally of severance, lease termination and asset
disposition costs. As a result, the Company sold or closed eight facilities
during 1997 that had combined 1997 sales of approximately $67 million ($31.2
million in the 1997 first quarter). The planned actions to which this special
charge related were substantially completed during 1997.
Interest expense for the 1998 first quarter amounted to $6.7 million, compared
with $7.4 million in the 1997 first quarter. The reduction was due, in part,
to slightly lower average debt levels in the 1998 first quarter, but more
significantly to the change in mix of debt. Certain debt obligations,
principally the Company's 7.95% notes in the amount of $75 million that were
repaid in 1997 and the 9.55% sinking fund debentures in the amount of $42
million that were repaid in the 1998 first quarter, were replaced with debt
bearing lower interest rates. Other expenses - net in the 1998 first quarter
included a loss of $2.5 million from redemption of the Company's 9.55% sinking
fund debentures.
Net income for the 1998 first quarter amounted to $31.2 million, or diluted
net income per share of $1.10, which compares with first-quarter 1997 income
of $24.2 million, or $.86 per share before deducting the special charge to
exit the automotive interior plastics business. Net income in the 1998 first
quarter was after deducting $.05 per share for the redemption of the 9.55%
debentures. Net income for the 1997 first quarter, after deducting the
special charge of $18.5 million net of tax, or $.66 per share, was $5.7
million, or diluted net income per share of $.20. The effective income tax
rate for the 1998 first quarter was 32%, compared with 33.9% for the 1997
first quarter exclusive of the credit related to the special charge.
-11-
<PAGE>
Liquidity and Capital Resources
Cash provided by operating activities amounted to $10.2 million in the 1998
first quarter, compared with $16.9 million in the 1997 first quarter. Working
capital requirements of $39 million included $36.1 million to finance a higher
level of receivables and $5.5 million for growth in inventories. The increase
in accounts receivable reflects the historical pattern of first-quarter
increases due to the seasonality of shipments in certain businesses. The 1997
first-quarter working capital requirements of $30.9 million included $35.1
million and $7.1 million to finance growth in receivables and inventories,
respectively. In both periods, these cash requirements were partially offset
by lower cash requirements for payables and income taxes.
Capital expenditures totaled $32.2 million in the 1998 first quarter, compared
with $25.9 million in the 1997 first quarter. The Company expects that its
capital spending for the year 1998 will exceed that of 1997 to support its
growth initiatives and continued manufacturing process improvements. The
Company spent $6.5 million in the 1998 first quarter to acquire two businesses
in the industrial segment and placed $6.7 million in escrow to purchase a
business in the automotive segment that was acquired early in the second
quarter. In the 1997 first quarter, the Company received $17.3 million from
sales of certain of its automotive interior plastics facilities.
Dividend payments in the 1998 first quarter were $.22 per share, or $6.2
million. The dividend declared for the 1998 second quarter to be paid in June
was also $.22 per share. The debt-to-capitalization ratio (debt divided by
debt plus equity) was 42.1% at March 31, 1998, compared with 40.2% at December
31, 1997.
In the 1998 first quarter, the Company retired its 9.55% senior sinking fund
debentures in the amount of $42 million. Additional borrowings under the
Company's Medium Term Note program and short-term debt were used to redeem the
debentures and to meet other first quarter funding requirements. The
remaining borrowing capacity at March 31, 1998, under provisions of current
shelf registration statements for the Medium Term Note program was $217
million. The Company also maintains a revolving credit agreement with a
consortium of U.S. and non-U.S. banks expiring in 2001 under which 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, 1998, was $76 million. In addition to this
agreement, the Company has uncommitted arrangements with various banks to
provide short-term financing as necessary.
The Company expects that cash flow from operating activities and remaining
available credit lines will be sufficient to meet normal operating
requirements including debt obligations maturing in the near term, planned
acquisitions and planned capital expenditures.
Other
The Company is currently evaluating its segment disclosures and will adopt
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information", in the 1998 fourth
-12-
<PAGE>
Other - Continued
quarter. This Statement requires that operating segment financial information
be reported on a basis consistent with the Company's internal reporting that
is used for evaluating segment performance and allocating resources.
The Company is in the process of assessing and taking actions to correct
problems caused by the inability of certain of its information systems to
properly process transactions using dates in the Year 2000 and beyond, or to
operate at the turn of the century. The Year 2000 Issue is faced by virtually
all manufacturing and services companies that use computer systems to support
business operations and that incorporate computer systems in their products.
In 1997, the Company's Information Technology leadership team prepared an
assessment of the Year 2000 Issue exposure in each operating unit within the
Corporate entity. During 1998, the Company will continue its efforts to
assure completion of the system testing and auditing in a timely and effective
manner.
The Company is also developing responses to customer inquiries relative to its
Year 2000 readiness, and assessing readiness of its supplier base. From a
cost perspective, the Company has budgeted the necessary funds to address Year
2000 Issue related projects. The incremental cost of compliance is
anticipated to be relatively low as both Aeroquip and Vickers are in the
process of replacing existing systems with packaged software which is date
compliant. These systems replacement projects have been undertaken to
optimize business operations and have been incorporated into the capital
budgets of the Company. Risk factors which may affect the Company's ability
to meet its implementation schedule to process transactions and operate
efficiently in the Year 2000 and beyond include, but are not necessarily
limited to, availability of date compliant software from vendors; availability
of necessary resources, both internal and external, to install new purchased
software or reprogram existing software and complete the necessary testing;
and readiness of customers, vendors and service providers to operate in the
Year 2000.
Portions of the narrative set forth in this Financial Review and Analysis of
Operations, which are not historical in nature, are forward-looking
statements. The Company's actual performance may differ from that
contemplated by the forward-looking statements due to a variety of factors,
which include among other things, the condition of the economy, the condition
of the markets that the Company serves and the success of the Company's
strategic plans and contemplated capital investments.
PART II - OTHER INFORMATION
Aeroquip-Vickers, Inc.
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 16, 1998, in Maumee, Ohio,
the shareholders elected directors, approved the Aeroquip-Vickers, Inc. 1998
Stock Incentive Plan, approved the Aeroquip-Vickers, Inc. Non-Employee
Directors' Stock Award Plan and ratified the employment of Ernst & Young LLP
as Aeroquip-Vickers' independent auditors for 1998. The following is a
tabulation of all votes timely cast in person or by proxy by shareholders of
Aeroquip-Vickers for the annual meeting:
-13-
<PAGE>
Part II - Other Information (Cont.)
To elect directors:
WITHHOLD BROKER
NOMINEE FOR AUTHORITY NON-VOTES
Darryl F. Allen 24,578,605 204,562 0
Virgis W. Colbert 24,390,956 392,211 0
Purdy Crawford 24,574,438 208,729 0
Joseph C. Farrell 24,567,195 215,972 0
David R. Goode 24,568,762 214,405 0
Paul A. Ormond 24,568,636 214,531 0
John P. Reilly 24,579,483 203,684 0
W. R. Timken, Jr. 24,582,653 200,514 0
To approve the Aeroquip-Vickers, Inc. 1998 Stock Incentive Plan:
FOR 21,590,280
AGAINST 1,125,609
ABSTAIN 172,870
BROKER NON-VOTES 1,894,408
To approve the Aeroquip-Vickers, Inc. Non-Employee Directors' Stock Award
Plan:
FOR 21,590,691
AGAINST 997,000
ABSTAIN 301,068
BROKER NON-VOTES 1,894,408
To ratify the employment of Ernst & Young LLP as Aeroquip-Vickers' independent
auditors for 1998:
FOR 24,472,091
AGAINST 241,194
ABSTAIN 69,882
BROKER NON-VOTES 0
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed hereunder as part of Part I:
Exhibit (10)-1 Aeroquip-Vickers, Inc. Directors' Retirement Plan, as
amended, filed as Exhibit (4)-c to Form S-8 filed on
May 7, 1998, and incorporated herein by reference
Exhibit (12) Statement re: Computation of Ratios
The following exhibit is filed as part of Part II:
Exhibit (27) Financial Data Schedule
(b) There were no reports on Form 8-K filed for the quarter ended March 31,
1998.
-14-
<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.
Aeroquip-Vickers, Inc.
By /S/ DARRYL F. ALLEN
------------------------------------
May 8, 1998 Darryl F. Allen
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
By /S/ DAVID M. RISLEY
------------------------------------
May 8, 1998 David M. Risley
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer)
-15-
EXHIBIT INDEX
Exhibit No. Page No.
(10)-1 Aeroquip-Vickers, Inc. Directors' Retirement Incorporated
Plan, as amended, filed as Exhibit (4)-c to herein by
Form S-8 filed on May 7, 1998 reference
(12) Statement re: Computation of Ratios 17
(27) Financial Data Schedule 18
-16-
EXHIBIT 12
<TABLE>
STATEMENT RE: COMPUTATION OF RATIOS
Aeroquip-Vickers, Inc.
(Dollars in thousands)
<CAPTION>
Three Months
Ended Year Ended December 31
March 31 -----------------------------------------
1998 1997 1996 1995 1994 1993
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED
CHARGES
Income before income taxes and
cumulative effect of accounting
change $ 45,873 $148,153 $153,421 $128,196 $101,255 $ 17,111
Dividends received, net of equity
in earnings (loss) of
unconsolidated affiliates 342 1,605 9,961 (3,704) 1,213 1
Fixed charges 13,694 46,034 41,712 31,762 30,249 33,370
-------- -------- -------- -------- -------- --------
Income before cumulative effect
of accounting change for
computation purposes $ 59,909 $195,792 $205,094 $156,254 $132,717 $ 50,482
======== ======== ======== ======== ======== ========
FIXED CHARGES
Interest expense, including
interest related to corporate
owned life insurance $ 9,460 $ 37,971 $ 34,963 $ 24,477 $ 22,582 $ 25,516
Portion of rent expense
representing interest 1,688 6,819 6,288 6,903 7,303 7,490
Amortization of debt expense
and debt discount 2,546 1,244 461 382 364 364
-------- -------- -------- -------- -------- --------
Total fixed charges $ 13,694 $ 46,034 $ 41,712 $ 31,762 $ 30,249 $ 33,370
======== ======== ======== ======== ======== ========
Ratio of Earnings to
Fixed Charges 4.4x 4.3x 4.9x 4.9x 4.4x 1.5x
======== ======== ======== ======== ======== ========
<FN>
For the purpose of computing the ratio of earnings to fixed charges,
"earnings" consist of income before income taxes and cumulative effect of
accounting change, plus fixed charges and dividends received, net of equity in
earnings (loss) of unconsolidated affiliates. Fixed charges consists of
interest expense, the portion of rent expense representing interest and
amortization of debt discount.
</FN>
</TABLE>
-17-
<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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 27,889
<SECURITIES> 0
<RECEIVABLES> 400,441
<ALLOWANCES> 14,628
<INVENTORY> 303,217
<CURRENT-ASSETS> 763,965
<PP&E> 1,021,752
<DEPRECIATION> 530,430
<TOTAL-ASSETS> 1,455,283
<CURRENT-LIABILITIES> 497,651
<BONDS> 247,388
<COMMON> 140,830
0
0
<OTHER-SE> 398,083
<TOTAL-LIABILITY-AND-EQUITY> 1,455,283
<SALES> 547,055
<TOTAL-REVENUES> 547,055
<CGS> 402,823
<TOTAL-COSTS> 402,823
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,727
<INCOME-PRETAX> 45,873
<INCOME-TAX> 14,700
<INCOME-CONTINUING> 31,173
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,173
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 1.10
</TABLE>
