LORAL CORP /NY/
10-Q, 1995-11-14
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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<PAGE>   1
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
 
                            ------------------------
 
                                   FORM 10-Q
 
            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
 
                            ------------------------
 
                         COMMISSION FILE NUMBER 1-4238
 
                            ------------------------
 
                               LORAL CORPORATION
 
                                600 Third Avenue
                            New York, New York 10016
                           Telephone: (212) 697-1105
 
                        State of incorporation: New York
 
                     IRS identification number: 13-1718360
 
                            ------------------------
 
     The registrant 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
has been subject to such filing requirements for the past 90 days.
 
     As of October 31, 1995, there were 172,321,436 shares of Loral Corporation
Common Stock outstanding.
================================================================================
<PAGE>   2
 
                        PART I. -- FINANCIAL INFORMATION
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
       CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                  SEPTEMBER 30,                 SEPTEMBER 30,
                                            -------------------------     -------------------------
                                               1995           1994           1995           1994
                                            ----------     ----------     ----------     ----------
<S>                                         <C>            <C>            <C>            <C>
Sales.....................................  $1,604,951     $1,345,300     $3,109,108     $2,690,125
Costs and expenses........................   1,432,931      1,222,212      2,790,364      2,453,398
                                            ----------     ----------     ----------     ----------
Operating income..........................     172,020        123,088        318,744        236,727
Interest and investment income............       3,365         14,467          7,023         15,258
Interest expense..........................      37,576         28,953         72,191         52,652
                                            ----------     ----------     ----------     ----------
Income before income taxes and equity in
  net loss of affiliates..................     137,809        108,602        253,576        199,333
Income taxes..............................      52,368         41,269         96,359         75,747
                                            ----------     ----------     ----------     ----------
Income before equity in net loss of
  affiliates..............................      85,441         67,333        157,217        123,586
Equity in net loss of affiliates..........       3,370          1,080          5,877          2,369
                                            ----------     ----------     ----------     ----------
Net income................................      82,071         66,253        151,340        121,217
Retained earnings, beginning of period....     938,573        686,643        882,104        643,373
Dividends.................................     (13,739)       (12,581)       (26,539)       (24,275)
                                            ----------     ----------     ----------     ----------
Retained earnings, end of period..........  $1,006,905     $  740,315     $1,006,905     $  740,315
                                            ==========     ==========     ==========     ==========
Weighted average number of common shares
  outstanding.............................     175,150        170,268        174,458        169,872
                                            ==========     ==========     ==========     ==========
Earnings per share (primary)..............  $      .47     $      .39     $      .87     $      .71
                                            ==========     ==========     ==========     ==========
Cash dividends per common share...........  $      .08     $     .075     $     .155     $     .145
                                            ==========     ==========     ==========     ==========
</TABLE>
 
           See notes to condensed consolidated financial statements.
 
                                        1
<PAGE>   3
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                     SEPTEMBER 30,     MARCH 31,
                                                                         1995             1995
                                                                     -------------     ----------
<S>                                                                  <C>               <C>
ASSETS:
Current assets:
  Cash and cash equivalents........................................   $   111,097      $  125,674
  Contracts in process.............................................     1,461,166       1,147,233
  Deferred income taxes............................................       126,784         138,374
  Other current assets.............................................       159,558         141,846
                                                                       ----------      ----------
Total current assets...............................................     1,858,605       1,553,127
                                                                       ----------      ----------
Property, plant and equipment......................................     2,143,579       1,899,804
  Less, accumulated depreciation and amortization..................       837,176         758,279
                                                                       ----------      ----------
                                                                        1,306,403       1,141,525
                                                                       ----------      ----------
Cost in excess of net assets acquired, less amortization...........     1,787,194       1,265,932
Investment in affiliates...........................................       244,715         250,977
Deferred income taxes..............................................        24,325           7,568
Prepaid pension cost and other assets..............................       606,328         591,217
                                                                       ----------      ----------
                                                                      $ 5,827,570      $4,810,346
                                                                       ==========      ==========
LIABILITIES and SHAREHOLDERS' EQUITY:
Current liabilities:
  Current portion of debt..........................................   $     1,043      $      958
  Accounts payable, trade..........................................       237,210         169,743
  Billings and estimated earnings in excess of cost................       453,819         313,379
  Accrued employment costs.........................................       243,148         235,260
  Income taxes.....................................................        74,141          80,642
  Other current liabilities........................................       315,436         216,585
                                                                       ----------      ----------
Total current liabilities..........................................     1,324,797       1,016,567
                                                                       ----------      ----------
Postretirement benefits............................................       611,965         611,911
Other liabilities..................................................       199,194         178,798
Long-term debt.....................................................     1,832,209       1,315,530
Shareholders' equity:
  Preferred stock, $1.00 par value.................................            --              --
  Common stock, $.25 par value.....................................        43,442          21,464
  Capital surplus..................................................       852,271         828,734
  Retained earnings................................................     1,006,905         882,104
                                                                       ----------      ----------
                                                                        1,902,618       1,732,302
  Less:
     Treasury stock, at cost.......................................        20,112          19,738
     Equity adjustments............................................        23,101          25,024
                                                                       ----------      ----------
Total shareholders' equity.........................................     1,859,405       1,687,540
                                                                       ----------      ----------
                                                                      $ 5,827,570      $4,810,346
                                                                       ==========      ==========
</TABLE>
 
           See notes to condensed consolidated financial statements.
 
                                        2
<PAGE>   4
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED
                                                                            SEPTEMBER 30,
                                                                       -----------------------
                                                                         1995          1994
                                                                       ---------     ---------
<S>                                                                    <C>           <C>
Operating activities:
Net income...........................................................  $ 151,340     $ 121,217
Deferred income taxes................................................     40,000        44,000
Depreciation and amortization........................................    133,383       128,372
Equity in net loss of affiliates.....................................      5,877         2,369
Changes in assets and liabilities:
  Contracts in process...............................................   (128,206)      (35,961)
  Other current assets...............................................     21,887        46,407
  Other assets.......................................................     (2,740)       (1,904)
  Accounts payable and accrued liabilities...........................     93,354           708
  Income taxes.......................................................     (2,086)       12,280
  Postretirement benefits and other liabilities......................     (4,771)       (7,474)
  Other..............................................................        276        (1,507)
                                                                       ---------     ---------
Net cash provided by operating activities............................    308,314       308,507
                                                                       ---------     ---------
Investing activities:
Acquisition of businesses, net of cash acquired......................   (791,161)       (3,750)
Advances to affiliates...............................................    (13,925)       (6,271)
Capital expenditures, net............................................    (48,807)      (55,496)
                                                                       ---------     ---------
                                                                        (853,893)      (65,517)
                                                                       ---------     ---------
Financing activities:
Net borrowings (payments) under revolving credit facilities and
  commercial paper...................................................    362,460      (888,979)
Proceeds from borrowings.............................................    150,000       650,000
Seller financing in connection with acquisition of business..........                  (50,357)
Dividends paid.......................................................    (26,539)      (24,275)
Proceeds from common stock issuance for stock options and
  employee benefit plans.............................................     45,081        21,983
                                                                       ---------     ---------
                                                                         531,002      (291,628)
                                                                       ---------     ---------
Net decrease in cash and cash equivalents............................    (14,577)      (48,638)
Cash and cash equivalents, beginning of period.......................    125,674       238,498
                                                                       ---------     ---------
Cash and cash equivalents, end of period.............................  $ 111,097     $ 189,860
                                                                       =========     =========
Supplemental information:
     Interest paid during the period.................................  $  67,191     $  39,609
                                                                       =========     =========
     Income taxes paid during the period.............................  $  54,864     $  18,394
                                                                       =========     =========
</TABLE>
 
           See notes to condensed consolidated financial statements.
 
                                        3
<PAGE>   5
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.  The accompanying unaudited condensed consolidated financial statements have
    been prepared by the Company pursuant to the rules of the Securities and
    Exchange Commission ("SEC") and, in the opinion of the Company, include all
    adjustments (consisting of normal recurring accruals) necessary for a fair
    presentation of financial position, results of operations and cash flows.
    Certain information and footnote disclosures normally included in financial
    statements prepared in accordance with generally accepted accounting
    principles have been condensed or omitted pursuant to such SEC rules. The
    Company believes that the disclosures made are adequate to make the
    information presented not misleading. The condensed consolidated statements
    of income for the three and six months ended September 30, 1995 are not
    necessarily indicative of the results to be expected for the full year. It
    is suggested that these financial statements be read in conjunction with the
    audited financial statements and notes thereto included in the Company's
    latest annual report.
 
2.  ACQUISITIONS:
 
    On May 5, 1995, the Company acquired substantially all the assets and
    liabilities of the Defense Systems operations of Unisys Corporation ("Loral
    UDS"). The previously reported effective purchase price of $803,400,000 was
    adjusted to $862,609,000, net of cash acquired, as a result of receiving
    additional net assets. Additionally, acquisition expenses of $6,000,000 have
    been recorded. Included in Other Current Liabilities is the purchase price
    balance of $86,008,000, payable to Unisys Corporation. The assets and
    liabilities recorded in connection with the purchase price allocation are
    based upon preliminary estimates of fair values. The acquisition was
    financed through commercial paper borrowings.
 
    This acquisition has been accounted for as a purchase. As such, the
    condensed consolidated financial statements reflect the results of
    operations of the acquired entity from the date of acquisition. Had this
    acquisition occurred on April 1, 1994, the unaudited pro forma sales, net
    income and earnings per share for the six months ended September 30, 1994
    would have been: $3,357,500,000; $130,600,000; and $.77, respectively. The
    results, which are based on various assumptions, are not necessarily
    indicative of what would have occurred had the acquisition been consummated
    as of April 1, 1994. The pro forma effect of the acquisition of Loral UDS on
    the results of operations for the six months ended September 30, 1995, is
    not material.
 
    Performance under acquired contracts in process of Loral UDS and prior
    acquisitions contributed after-tax income of $10,694,000 and $21,829,000,
    net of after-tax interest cost on debt related to the acquisitions, and
    incremental amortization of cost in excess of net assets acquired of
    $42,728,000 and $36,365,000 for the six months ended September 30, 1995 and
    1994, respectively. The decline in after-tax income reflects a reduction in
    sales from acquired contracts in process of Loral Federal Systems, acquired
    effective January 1, 1994, and Loral Vought Systems, acquired August 31,
    1992.
 
    The Company has acquired other businesses in the six months ended September
    30, 1995. These acquisitions did not have a material effect on the
    operations of the Company.
 
                                        4
<PAGE>   6
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
3.  CONTRACTS IN PROCESS:
 
    Billings and accumulated costs and profits on long-term contracts,
    principally U.S. Government, comprise the following:
 
<TABLE>
<CAPTION>
                                                                SEPTEMBER 30,      MARCH 31,
                                                                    1995             1995
                                                                -------------     -----------
                                                                       (IN THOUSANDS)
    <S>                                                         <C>               <C>
    Billed contract receivables...............................   $    454,920     $   380,240
    Unbilled contract receivables.............................      1,859,873       1,702,967
    Inventoried costs.........................................        683,896         477,955
                                                                  -----------     -----------
                                                                    2,998,689       2,561,162
    Less, unliquidated progress payments......................     (1,537,523)     (1,413,929)
                                                                  -----------     -----------
    Net contracts in process..................................   $  1,461,166     $ 1,147,233
                                                                  ===========     ===========
</TABLE>
 
4.  DEBT:
 
    In June 1995, the Company issued $150,000,000 7 5/8% Senior Notes due 2025
    utilizing the balance of the Company's existing shelf registration
    statement. These securities are not callable and are not subject to any
    sinking fund provisions. The proceeds were used to reduce the Company's
    outstanding commercial paper borrowings.
 
5.  SHAREHOLDERS' EQUITY:
 
    On September 14, 1995, the shareholders approved an increase in the number
    of authorized shares of Common Stock from 150,000,000 to 300,000,000.
 
    On September 29, 1995, the Company completed a two-for-one stock split in
    the form of a 100% stock distribution to shareholders of record on September
    21, 1995.
 
    All share and per share information have been adjusted to reflect the
    two-for-one stock split.
 
                                        5
<PAGE>   7
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
     On May 5, 1995, the Company acquired the Defense Systems operations of
Unisys Corporation. Unisys Defense Systems ("Loral UDS"), headquartered in
McLean, Virginia, is a leading systems integrator and software developer for
defense and non-defense government agencies worldwide, as well as a supplier of
electronic countermeasures, navigation and communication subsystems for surface
ships and submarines. Historical operating results of Loral UDS for the fiscal
year ended December 31, 1994 include sales of $1.431 billion, net income of
$77.5 million, funded backlog at December 31, 1994 of $1.098 billion and
approximately 8,600 employees. The results of operations of Loral UDS are
included from the effective date of acquisition. (See Note 2 to Condensed
Consolidated Financial Statements.)
 
     On September 29, 1995, the Company completed a two-for-one stock split in
the form of a 100% distribution. All share and per share information have been
adjusted to reflect the two-for-one stock split. (See Note 5 to Condensed
Consolidated Financial Statements.)
 
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994
 
     Sales for the quarter ended September 30, 1995 increased to $1.605 billion
from $1.345 billion in the prior year. Net income for the quarter ended
September 30, 1995 increased to $82.1 million, or $.47 per share, compared with
$66.3 million, or $.39 per share, in the prior year. Included in the prior year
is a non-recurring after-tax gain of $6.9 million, or $.04 per share, for the
exchange of K&F debentures for cash and equity. The results of operations of
Loral UDS contributed $3.2 million, or $.02 per share, to the current quarter's
earnings; the Company's share of development costs of Globalstar, a limited
partnership formed in March 1994 to design, construct, and operate a worldwide
satellite-based telecommunications system, reduced the current quarter's
earnings by $4.6 million, or $.03 per share, compared to $2.7 million, or $.02
per share, in the prior year.
 
     Earnings per share for the quarter ended September 30, 1995 are based on
175.2 million primary weighted average shares outstanding, compared with 170.3
million in the prior year.
 
     The sales increase was attributable primarily to the sales of the acquired
Loral UDS which amounted to $252.2 million. Sales also include higher volume of
$34.7 million for the United Kingdom's EH-101 Merlin ASW helicopter and $29.7
million for the Patriot Advanced Capability (PAC-3) missile, formerly known as
Extended Range Interceptor (ERINT); offset by lower volume of $13.7 million for
the U.S. Navy's Light Airborne Multipurpose System (LAMPS) MK III ASW
helicopter, $13.1 million for the Army Tactical Missile System (ATACMS), $12.9
million for ALR-56 radar warning systems and $10.6 million for the Multiple
Launch Rocket System (MLRS). The Company has a diverse base of programs, none of
which is expected to account for more than 6% of fiscal 1996 revenues. The
change in sales from period to period also includes increases and decreases on a
variety of other programs which individually are not significant to the overall
sales change.
 
     Operating income increased to $172.0 million from $123.1 million in the
prior year. The operating income increase includes $21.4 million attributable to
the results of the acquired Loral UDS business. Operating income as a percentage
of sales increased to 10.7% in the quarter ended September 30, 1995 from 9.1% in
the prior year. Excluding the effect of the acquired Loral UDS business,
operating income as a percentage of sales increased to 11.1% from 9.1% as a
result of improved margins due to operating efficiencies particularly for the
MLRS and ATACMS programs and the Loral Federal Systems business acquired
effective January 1994; offset by higher pension cost in the current period as a
result of the prior year's asset performance.
 
     Interest expense, net of interest and investment income, increased to $34.2
million from $14.5 million in the prior year. This increase was primarily due to
the $16.3 million impact of debt incurred to finance the acquisition of Loral
UDS and the prior year non-recurring gain, net of expenses, of $11.5 million for
the exchange of K&F debentures for cash and equity. Excluding the impact of the
Loral UDS acquisition and the K&F transaction, interest expense, net decreased
by $8.1 million primarily as a result of strong Free Cash
 
                                        6
<PAGE>   8
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION -- (CONTINUED)
 
Flow, offset by an increase in the weighted average interest rate of debt. The
Company's Free Cash Flow (net cash from operating activities, less capital
expenditures, plus proceeds of stock purchases by employee benefit plans and
exercises of stock options) was $606.2 million for the twelve months ended
September 30, 1995, of which $142.8 million was generated in the quarter ended
September 30, 1995. The Company's weighted average interest rate of debt was
7.39% for the quarter ended September 30, 1995 compared with 7.07% for the
quarter ended September 30, 1994.
 
     The Company's effective tax rate was 38% in the quarters ended September
30, 1995 and 1994.
 
FINANCIAL CONDITION
 
     The Loral UDS purchase price was financed through additional commercial
paper borrowings which are supported by the Company's $1.2 billion revolving
credit facility. In June 1995, to take advantage of a decline in interest rates
and to fix interest costs and lengthen maturities, the Company issued $150
million 7 5/8% Senior Debentures due 2025 utilizing the balance of the Company's
existing shelf registration statement. The proceeds were used to reduce the
Company's outstanding commercial paper borrowings. (See Note 4 to Condensed
Consolidated Financial Statements.) Based on the current financial condition of
the Company, management believes that the internal cash flows of the combined
operations will be adequate to fund the future growth of the Company while
servicing interest and retiring the principal of the debt.
 
     The majority of the Company's foreign currency hedges are entered into at
the direction of the customer pursuant to contractual requirements. Any gain or
loss on the hedges accrues to the benefit or detriment of the customer and does
not expose the Company to risk. The remaining foreign currency hedges are not
material.
 
     The Company's current ratio declined slightly to 1.4:1 at September 30,
1995, compared with 1.5:1 at March 31, 1995. The debt (net of cash) to equity
ratio grew to .93:1 at September 30, 1995 from .71:1 at March 31, 1995 due to
the acquisition of Loral UDS.
 
     Globalstar, with credit support expected from its strategic partners led by
Loral, is currently negotiating a $250 million revolving credit facility with a
group of banks, which will be drawn down as needed.
 
     Although the Company is not immune to the effects of declining U.S. defense
spending, the Company believes that its areas of concentration, its diverse base
of programs, complemented and broadened by the program base of businesses
recently acquired, as well as other business opportunities, such as Globalstar,
will enable the Company to offset overall U.S. budget decline impacts.
 
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994
 
     Sales for the six months ended September 30, 1995 increased to $3.109
billion from $2.690 billion in the prior year. Net income for the six months
ended September 30, 1995 increased to $151.3 million, or $.87 per share,
compared with $121.2 million, or $.71 per share, in the prior year. Included in
the prior year is a non-recurring after-tax gain of $6.9 million, or $.04 per
share, for the exchange of K&F debentures for cash and equity. The results of
operations of Loral UDS contributed $6.6 million, or $.04 per share, to the
current period's earnings; the Company's share of development costs of
Globalstar, a limited partnership formed in March 1994 to design, construct, and
operate a worldwide satellite-based telecommunications system, reduced the
current period's earnings by $7.9 million, or $.05 per share, compared to $4.5
million, or $.03 per share, in the prior year.
 
     Earnings per share for the six months ended September 30, 1995 are based on
174.5 million primary weighted average shares outstanding, compared with 169.9
million in the prior year.
 
     The sales increase was attributable primarily to the sales of the acquired
Loral UDS business which amounted to $397.8 million. Sales also include higher
volume of $65.8 million for the United Kingdom's EH-101 Merlin ASW helicopter
and $55.4 million for the Patriot Advanced Capability (PAC-3) missile,
 
                                        7
<PAGE>   9
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION -- (CONTINUED)
 
formerly known as Extended Range Interceptor (ERINT); offset by lower volume of
$60.4 million for the Multiple Launch Rocket System (MLRS) and $29.6 million for
the Army Tactical Missile System (ATACMS). The Company has a diverse base of
programs, none of which is expected to account for more than 6% of fiscal 1996
revenues. The change in sales from period to period also includes increases and
decreases on a variety of other programs which individually are not significant
to the overall sales change.
 
     Operating income increased to $318.7 million from $236.7 million in the
prior year. The operating income increase includes $38.1 million attributable to
the results of the acquired Loral UDS business. Operating income as a percentage
of sales increased to 10.3% for the six months ended September 30, 1995 from
8.8% in the prior year. Excluding the effect of the acquired Loral UDS business,
operating income as a percentage of sales increased to 10.4% in the six months
ended September 30, 1995 from 8.8% in the prior year as a result of improved
margins due to operating efficiencies particularly at the Loral Federal Systems
business acquired effective January 1994; offset by higher pension cost in the
current period as a result of the prior year's asset performance.
 
     Interest expense, net of interest and investment income, increased to $65.2
million from $37.4 million in the prior year. This increase was primarily due to
the $27.4 million impact of debt incurred to finance the acquisition of Loral
UDS and the prior year non-recurring gain, net of expenses, of $11.5 million for
the exchange of K&F debentures for cash and equity. Excluding the impact of the
Loral UDS acquisition and the K&F transaction, interest expense, net decreased
by $11.1 million primarily as a result of strong Free Cash Flow, offset by an
increase in the weighted average interest rate of debt. The Company's Free Cash
Flow was $606.2 million for the twelve months ended September 30, 1995, of which
$304.6 million was generated in the six months ended September 30, 1995. The
Company's weighted average interest rate of debt was 7.41% for the six months
ended September 30, 1995 compared with 6.22% for the six months ended September
30, 1994.
 
     The Company's effective tax rate was 38% in the six months ended September
30, 1995 and 1994.
 
                                        8
<PAGE>   10
 
                          PART II -- OTHER INFORMATION
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     On September 14, 1995, at a Special Meeting of Stockholders of Loral
Corporation, the proposal to amend the Company's Certificate of Incorporation to
increase the number of authorized Common Shares from 150,000,000 to 300,000,000
was approved. The votes, which do not give effect to the two-for-one stock
split, were:
 
<TABLE>
    <S>                                                                        <C>
    For......................................................................  65,873,312
    Against..................................................................     950,622
    Abstentions..............................................................     106,176
</TABLE>
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
     The following exhibits are filed as part of this report:
 
        Exhibit 11.1     Computation of Earnings per Common Share for the three
                         months ended September 30, 1995 and 1994
 
        Exhibit 11.2     Computation of Earnings per Common Share for the six
                         months ended
                         September 30, 1995 and 1994
 
        Exhibit 12      Computation of Ratio of Earnings to Fixed Charges for
                        the six months ended September 30, 1995 and 1994
 
     (b) Reports on Form 8-K
 
     No reports on Form 8-K were filed during the quarter ended September 30,
1995.
 
                                   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.
 
                                                    LORAL CORPORATION
 
                                          --------------------------------------
                                                        Registrant
 
Date: November 10, 1995                            MICHAEL P. DEBLASIO
                       ---------------------------------------------------------
                                                   Michael P. DeBlasio
                                             Senior Vice President -- Finance
                                              (Principal Financial Officer)
                                                           and
                                             Registrant's Authorized Officer
 
                                        9
<PAGE>   11
                                EXHIBIT INDEX
                                -------------


Exhibit
  No.                         Description
- -------                      -------------

 11.1        Computation of Earnings per Common Share for 
             the three months ended September 30, 1995 and 
             1994.      
                         
 
 11.2        Computation of Earnings per Common Share for 
             the six months ended September 30, 1995 and 1994.         
             
                         
 12          Computation of Ratio of Earnings to Fixed Charges 
             for the six months ended September 30, 1995 and 1994.     
                        
 

<PAGE>   1
 
                                                                    EXHIBIT 11.1
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                              SEPTEMBER 30,
                                                                           -------------------
                                                                            1995        1994
                                                                           -------     -------
<S>                                                                        <C>         <C>
Primary:
  Net income applicable to common shares.................................  $82,071     $66,253
                                                                           =======     =======
  Shares:
     Weighted average common shares outstanding..........................  171,526     167,330
     Common equivalent shares applicable to stock options................    3,624       2,938
                                                                           -------     -------
     Average number of shares outstanding and common equivalent shares...  175,150     170,268
                                                                           =======     =======
Primary earnings per common share and common equivalent share............     $.47        $.39
                                                                           =======     =======
Fully Diluted:
  Net income applicable to common shares.................................  $82,071     $66,253
                                                                           =======     =======
  Shares:
     Average number of common shares as adjusted for primary
      computation........................................................  175,150     170,268
     Incremental increase to shares under stock options where the
      quarter's ending market price is higher than the average market
      price during the quarter...........................................      130         132
                                                                           -------     -------
     Average number of shares outstanding on a fully diluted basis.......  175,280     170,400
                                                                           =======     =======
Earnings per common share assuming full dilution.........................     $.47        $.39
                                                                           =======     =======
</TABLE>
 
                                       10

<PAGE>   1
 
                                                                    EXHIBIT 11.2
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                         ---------------------
                                                                           1995         1994
                                                                         --------     --------
<S>                                                                      <C>          <C>
Primary:
  Net income applicable to common shares...............................  $151,340     $121,217
                                                                         ========     ========
  Shares:
     Weighted average common shares outstanding........................   171,007      166,998
     Common equivalent shares applicable to stock options..............     3,451        2,874
                                                                         --------     --------
     Average number of shares outstanding and common equivalent
      shares...........................................................   174,458      169,872
                                                                         ========     ========
Primary earnings per common share and common equivalent share..........      $.87         $.71
                                                                         ========     ========
Fully Diluted:
  Net income applicable to common shares...............................  $151,340     $121,217
                                                                         ========     ========
  Shares:
     Average number of common shares as adjusted for primary
      computation......................................................   174,458      169,872
     Incremental increase to shares under stock options where the
      quarter's ending market price is higher than the average market
      price during the quarter.........................................       192           66
                                                                         --------     --------
     Average number of shares outstanding on a fully diluted basis.....   174,650      169,938
                                                                         ========     ========
Earnings per common share assuming full dilution.......................      $.87         $.71
                                                                         ========     ========
</TABLE>
 
                                       11

<PAGE>   1
 
                                                                      EXHIBIT 12
 
                       LORAL CORPORATION AND SUBSIDIARIES
 
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                         (IN THOUSANDS, EXCEPT RATIOS)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                         ---------------------
                                                                           1995         1994
                                                                         --------     --------
<S>                                                                      <C>          <C>
Earnings:
  Income before taxes and equity in net loss of affiliates.............  $253,576     $199,333
  Add:
     Interest expense..................................................    71,977       51,924
     Amortization of debt expense......................................       214          728
     Amortization of capitalized interest..............................       497          574
     Interest component of rent expense................................    13,950       12,264
                                                                         --------     --------
  Earnings.............................................................  $340,214     $264,823
                                                                         ========     ========
Fixed charges:
  Interest expense.....................................................  $ 71,977     $ 51,924
  Amortization of debt expense.........................................       214          728
  Capitalized interest.................................................     4,142          110
  Interest component of rent expense...................................    13,950       12,264
                                                                         --------     --------
  Fixed charges........................................................  $ 90,283     $ 65,026
                                                                         ========     ========
Ratio of earnings to fixed charges.....................................     3.77x        4.07x
                                                                         ========     ========
</TABLE>
 
                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF LORAL CORPORATION FOR THE SIX MONTHS ENDED SEPTEMBER 30,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               SEP-30-1995
<CASH>                                         111,097
<SECURITIES>                                         0
<RECEIVABLES>                                1,084,175
<ALLOWANCES>                                         0
<INVENTORY>                                    376,991
<CURRENT-ASSETS>                             1,858,605
<PP&E>                                       2,143,579
<DEPRECIATION>                                 837,176
<TOTAL-ASSETS>                               5,827,570
<CURRENT-LIABILITIES>                        1,324,797
<BONDS>                                      1,832,209
<COMMON>                                        43,442
                                0
                                          0
<OTHER-SE>                                   1,815,963
<TOTAL-LIABILITY-AND-EQUITY>                 5,827,570
<SALES>                                      3,109,108
<TOTAL-REVENUES>                             3,116,131
<CGS>                                        2,790,364
<TOTAL-COSTS>                                2,790,364
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              72,191
<INCOME-PRETAX>                                253,576
<INCOME-TAX>                                    96,359
<INCOME-CONTINUING>                            151,340
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   151,340
<EPS-PRIMARY>                                      .87
<EPS-DILUTED>                                      .87
        

</TABLE>


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