<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________.
Commission file number 1-5358
Sundstrand Corporation
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(Exact name of registrant as specified in its charter)
Delaware 36-1840610
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4949 Harrison Avenue, P.O. Box 7003, Rockford, IL 61125-7003
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(Address of principal executive offices and Zip code)
(815) 226-6000
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(Registrant's telephone number, including area code)
__________________
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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Class Outstanding at October 23, 1997
- ----------------------------- -------------------------------
Common Stock, par value $.50 59,482,691
per share
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SUNDSTRAND CORPORATION
FORM 10-Q
For the Quarter Ended September 30, 1997
INDEX
Part I. Financial Information Page
----
Item 1. Financial Statements 3
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
2
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<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Sundstrand Corporation and Subsidiaries
Condensed Consolidated Statement of Earnings (Unaudited)
Three Months Nine Months
(Amounts in millions except Ended September 30, Ended September 30,
per share data) --------------------- -------------------
1997 1996 1997 1996
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 433 $ 371 $ 1,262 $ 1,110
Costs, expenses, and other income:
Costs of products sold 282 241 830 725
Marketing and administration 57 70 204 226
Restructuring charge, net - - - (8)
Interest expense 7 7 22 22
Interest income (1) (1) (4) (4)
Other, net 2 - 2 -
------- ------- ------- -------
347 317 1,054 961
------- ------- ------- -------
Earnings before income taxes 86 54 208 149
Less income taxes 31 20 75 55
------- ------- ------- -------
Net earnings $ 55 $ 34 $ 133 $ 94
======= ======= ======= =======
Weighted-average number of common
shares outstanding 60.0 61.1 60.0 61.1
Earnings per share $ .92 $ .57 $ 2.21 $ 1.55
======= ======= ======= =======
Cash dividends per common share $ .17 $ .17 $ .51 $ .51
======= ======= ======= =======
</TABLE>
3
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<TABLE>
Sundstrand Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows (Unaudited)
Nine Months Ended
September 30,
----------------------
(Amounts in millions) 1997 1996
- -------------------------------------------------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net earnings $ 133 $ 94
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 56 55
Deferred income taxes 15 10
Settlement of losses on long-term contracts 7 -
Change in operating assets and liabilities
excluding the effects of acquisitions and
divestitures:
Accounts receivable (15) (10)
Inventories (58) (29)
Other assets - (6)
Accounts payable 13 (7)
Accrued expenses (1) (11)
Other (4) (4)
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Total adjustments 13 (2)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 146 92
----- -----
Cash flow from investing activities:
Cash paid for property, plant, and equipment (74) (46)
Proceeds from sale of assets 10 2
Cash paid for business acquisitions (15) (10)
Investment in IRB trust 1 4
----- -----
NET CASH USED FOR INVESTING ACTIVITIES (78) (50)
----- -----
Cash flow from financing activities:
Net payments on borrowings supported by lines
of credit (4) (2)
Principal payments on long-term debt (2) (2)
Purchase of treasury stock (42) (36)
Proceeds from stock options exercised 5 2
Dividends paid (31) (31)
----- -----
NET CASH USED FOR FINANCING ACTIVITIES (74) (69)
----- -----
Effect of exchange rate changes on cash 5 2
----- -----
Decrease in cash and cash equivalents (1) (25)
Cash and cash equivalents at January 1 18 75
----- -----
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 $ 17 $ 50
===== =====
Supplemental cash flow information:
Interest paid $ 17 $ 18
Income taxes paid $ 65 $ 45
</TABLE>
4
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<TABLE>
Sundstrand Corporation and Subsidiaries
Condensed Consolidated Balance Sheet (Unaudited)
September 30, December 31,
(Amounts in millions) 1997 1996
- -----------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 17 $ 18
Accounts receivable, net 326 313
Inventories, net of progress payments 444 378
Deferred income taxes 60 53
Other current assets 11 10
------- -------
Total current assets 858 772
Property, Plant, and Equipment, net 444 427
Intangible Assets, net 270 273
Deferred Income Taxes 57 78
Other Assets 46 45
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$ 1,675 $ 1,595
======= =======
Liabilities and Shareholders' Equity
Current Liabilities
Notes payable $ 114 $ 118
Long-term debt due within one year 2 4
Accounts payable 114 104
Accrued salaries, wages, and commissions 29 25
Accrued postretirement benefits other than pensions 18 18
Restructuring liability 8 20
Other accrued liabilities 128 108
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Total current liabilities 413 397
Long-Term Debt 222 222
Accrued Postretirement Benefits Other Than Pensions 359 367
Other Liabilities 107 96
Shareholders' Equity
Common stock, at par value 38 38
Other shareholders' equity 536 475
------- -------
574 513
------- -------
$ 1,675 $ 1,595
======= =======
</TABLE>
5
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The financial information contained herein is unaudited but,
in the opinion of the management of the Registrant, includes all
adjustments (all of which are normal recurring adjustments)
necessary for a fair presentation of the results of operations for
the periods indicated.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
ACCOUNTING POLICIES
The financial statements are condensed and should be read in
conjunction with the Annual Report on Form 10-K for the year ended
December 31, 1996.
PRINCIPLES OF CONSOLIDATION provide for the inclusion of the
accounts of Sundstrand Corporation and all subsidiaries. All
intercompany transactions are eliminated in consolidation.
CASH EQUIVALENTS are considered by the Registrant to be all highly
liquid debt instruments purchased with original maturities of three
months or less.
INVENTORIES
The components of inventories at September 30, 1997, and December
31, 1996, were as follows:
<TABLE>
September 30, December 31,
(Amounts in millions) 1997 1996
- ------------------------------------------------------------------------
<S> <C> <C>
Raw materials....................................$ 58 $ 45
Work in process.................................. 162 151
Finished goods and parts......................... 240 199
------- -------
Inventories before progress payments........... 460 395
Less progress payments........................... 16 17
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Inventories, net of progress payments..........$ 444 $ 378
======= =======
Inventories before progress payments include costs related to long
term contracts of $79 million and $65 million, at September 30,
1997, and December 31, 1996, respectively.
</TABLE>
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
On September 24, 1997, the Registrant amended its Retiree Health
Insurance Plans to modify the period in which the service
requirements could be fulfilled. As a result of this amendment, the
Registrant recognized a pretax, one-time postretirement curtailment
gain of $15 million in the third quarter. The gain is included in
marketing and administration expense in the Condensed Consolidated
Statement of Earnings.
6
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RESTRUCTURING
In December 1996, the Registrant initiated a restructuring plan
related primarily to the operations of Sullair Europe S.A. which
resulted in a pretax charge of $32 million. The restructuring was
undertaken as a result of continuing losses at these operations,
weakness in the European economy, and significant competitive
pressures in the European markets. The charge included $11 million
in termination benefits for approximately 140 employees, primarily
consisting of workers at Sullair Europe's St. Priest, France,
facility. The charge also included $14 million for the partial
writedown of assets of Sullair Europe and $7 million primarily for
disposition of the St. Priest facility and professional fees.
Operations previously at the St. Priest facility were transferred to
other plant sites in Europe and the United States. The termination
of the remaining employees is expected to be completed by the end of
1997, and it is anticipated that the sale of the St. Priest facility
will be completed by the end of 1999.
Since the charge was recorded in 1996, approximately $6 million has
been paid and charged against the restructuring liability, including
costs to terminate 118 employees. Additionally, restructuring
related period costs of $2 million have been incurred to date during
1997.
During 1995, the Registrant's Board of Directors approved a
restructuring plan which resulted in a pretax charge of $58 million.
The charge was taken to reduce excess Aerospace manufacturing
capacity caused by reductions in manufacturing volume and increases
in manufacturing productivity, and to write down the assets of the
Industrial segment's Spectronic Instruments business (Spectronic)
and the Aerospace segment's Advanced Power Technology, Inc. (APT) in
anticipation of their divestiture. The charge included $24 million
in termination benefits, including recognition of certain long-term
retirement benefits, for approximately 350 employees, primarily
consisting of workers at the Registrant's Lima, Ohio, facility.
Also included in the charge was $29 million for the write-down of
the assets of the Lima facility, Spectronic, and APT, as well as $5
million for disposition of the Lima facility. The shutdown of the
Lima facility was completed during 1996. The disposition of the
Lima facility is expected to be completed in 1997 or the first
quarter of 1998 and the sales of Spectronic and a majority interest
in APT were completed in the third quarter of 1995.
Since the 1995 restructuring charge was recorded, approximately $9
million has been paid and charged against the restructuring
liability, including costs to terminate 360 employees.
ENVIRONMENTAL MATTERS
Under the Superfund laws, the Registrant participates as a
potentially responsible party (PRP) in a number of sites where
environmental remediation is being or will be conducted. One of the
Superfund sites relates to a regional area of groundwater
contamination, much of which is located in a highly industrialized
area and involves multiple sources. The Registrant is alleged to be
linked to the site as one of the possible sources. As previously
disclosed by the Registrant, the Department of Justice and the City
of Rockford, Illinois, have been seeking a global solution to the
site. Both parties had agreed to this proposed solution, subject to
the City being able to create the required special taxing district.
In September 1997, the special taxing district was voted down. The
Registrant has continued to work with the Department of Justice,
the City of Rockford and other identified PRPs to find an
alternative solution. The Registrant believes that the reserve
remains adequate, and that no adjustment to the reserve is required
at this time.
7
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The financial information for the quarter ended September 30, 1997,
as compared with the financial information for the quarter ended
September 30, 1996, and the balance sheet at December 31, 1996, is
discussed below, and should be read in conjunction with the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1996, and the financial data as presented in Item 1 above.
RESULTS OF OPERATIONS
Third quarter 1997 sales increased by $62 million or 17 percent, to
$433 million, compared with third quarter 1996 sales of $371
million. Third quarter 1997 Aerospace segment sales of $252 million
were up $56 million compared with third quarter 1996 as a result of
higher commercial and military shipments. Third quarter 1997
Industrial segment sales of $181 million were $6 million higher
than third quarter 1996 primarily as a result of higher shipments
at Falk and Sullair.
On September 24, 1997, the Registrant amended its Retiree Health
Insurance Plans, modifying the period in which service requirements
could be fulfilled. This resulted in a one-time, pretax
curtailment gain of $15 million or $.15 per share, after tax, which
reduced marketing and administration expenses for the third
quarter.
Third quarter 1997 net earnings were $55 million, or $.92 per
share, compared with third quarter 1996 net earnings of $34
million, or $.57 per share. Excluding restructuring related items
and the one-time curtailment gain, third quarter net earnings were
$47 million, or $.78 per share, in 1997 and $36 million, or $.59
per share, in 1996. The year-over-year increase is primarily a
result of higher Aerospace operating profit generated from the
increased commercial sales. Earnings per share also benefited from
the effects of the share repurchase program.
Sales for the first nine months of 1997 were $1,262 million, an
increase of $152 million, from sales of $1,110 million for the same
1996 period. Aerospace segment sales increased by $151 million to
$707 million in the first nine months of 1997 from $556 million in
the same 1996 period. The majority of the increase was due to
higher shipments to commercial customers. Industrial segment sales
of $555 million in the first nine months of 1997 were flat compared
with sales of $554 million in the same 1996 period.
Net earnings were $133 million, or $2.21 per share, for the first
nine months of 1997 compared with $94 million, or $1.55 per share,
in the first nine months of 1996. Excluding restructuring charges
and the one-time curtailment gain, net income was $125 million, or
$2.08 per share, and $97 million, or $1.59 per share, for the first
nine months of 1997 and 1996, respectively. The increase is due
primarily to higher Aerospace operating profit resulting from the
increase in sales to commercial customers. Earnings per share also
benefited from the effects of the share repurchase program.
8
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ORDERS
Third quarter 1997 incoming orders were $405 million compared with
third quarter 1996 incoming orders of $387 million. The $18
million increase was primarily in the Aerospace commercial OEM
markets. New orders for the first nine months of 1997 were $1,397
million compared with new orders of $1,177 million for the same
period of 1996. The increase is due to higher order levels for Aerospace
commercial products. Total unfilled orders on September 30, 1997, were
$1,102 million, up from $998 million on September 30, 1996, and $967
million on December 31, 1996.
AEROSPACE OVERVIEW (EXCLUDING RESTRUCTURING CHARGES AND CERTAILMENT
GAIN)
Third quarter sales for the Aerospace segment were $252 million, an
increase of $56 million or 29 percent from the third quarter of
1996 as a result of double digit percentage increases in both
commercial and military sales. As a result of the higher sales,
operating profit increased $14 million or 36 percent to $53 million
and operating profit margins increased to 21.0 percent during the
third quarter of 1997 from 19.9 percent achieved during the third
quarter of 1996.
Orders in the third quarter were $226 million, an increase of $15
million or 7 percent compared with the third quarter of 1996 due to
another strong quarter of orders from commercial customers in both
the Aerospace OEM and aftermarket businesses.
INDUSTRIAL OVERVIEW (EXCLUDING RESTRUCTURING CHARGES AND
CURTAILMENT GAIN)
Third quarter 1997 sales for the Industrial segment were $181
million, an increase of $6 million or 3 percent compared with the
third quarter of 1996. Operating profit was $29 million, an
increase of $1 million or 4 percent from the third quarter of 1996.
Operating margins were flat at 16.0 percent when compared to the
third quarter of 1996.
Orders in the third quarter were $179 million, an increase of $3
million or 2 percent when compared with the third quarter of 1996.
LIQUIDITY & CAPITAL RESOURCES
Working capital was $445 million at September 30, 1997, compared
with $375 million at December 31, 1996. The increase was due
primarily to higher inventories and accounts receivable which
resulted from higher sales and order activity; partially offset by
increases in accounts payable and other accrued liabilities. A
variety of factors including warranty accrual, reserve for loss
contracts and accrued interest contributed to the increase in other
accrued liabilities.
Net cash provided by operating activities increased to $146 million
for the first nine months of 1997 from $92 million for the first
nine months of 1996. The year over year increase in operating cash
flow was due primarily to the improved earnings in the period. Net
cash flow related to changes in operating assets and liabilities
did not fluctuate significantly year over year.
In the nine months ended September 30, 1997 and 1996, the
Registrant used $78 million and $50 million of cash, respectively,
for investing activities, primarily for the purchase of fixed
assets. Cash used for financing activities, primarily to
repurchase common stock and pay dividends, totaled $74 million and
$69 million for the first nine months of 1997 and 1996,
respectively.
9
<PAGE>
The Registrant repurchased 230,700 shares of its common stock
during the third quarter and an additional 205,900 shares, through
October 16, 1997, bringing the total shares repurchased in 1997 to
1,061,712. Through October 16, 1997, the Registrant has repurchased
a total of approximately 14 million shares of the 20 million shares
authorized for repurchase.
At September 30, 1997, the Registrant's ratio of total debt to
total capital was 37.1 percent compared with 40.1 percent at
December 31, 1996.
OUTLOOK
The following forward-looking statements are subject to market
risks and opportunities that could have a material impact on actual
results, and accordingly should be considered in conjunction with
the cautionary language set forth in the Registrant's Form 8-K
which has been filed with the Securities and Exchange Commission.
Due to strong third quarter results and the continued good
performance of the Registrant's Aerospace aftermarket business, the
Registrant is increasing the full year 1997 earnings per share
range to $2.85 to $3.05, excluding the impact of restructuring
charges, the one-time curtailment gain, and any future share
repurchases.
The projected increase from 1996 for full-year 1997 Aerospace
segment sales continues to be approximately 25 percent, with
operating profit margins now estimated to be between 19 percent and
20 percent, which includes the 2.5 percentage point dilutive impact
of the Registrant's 1996 acquisitions and the 1997 strategic
initiatives. Industrial segment sales are expected to remain flat
to slightly up with operating profit margins in the 16 percent
range.
The preliminary estimate for 1998 is for overall sales to grow by
approximately 10 percent, with an operating profit margin of
approximately 19 percent.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Registrant has disclosed various legal proceedings in its
Annual Report on Form 10-K for the fiscal year ended December 31,
1996. As set forth under the heading "Income Tax Issues" in Part
I, Item 2 of the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1997, an issue with the Internal Revenue
Service has been resolved. Except as noted above, there has been
no material change in those proceedings or other material legal
developments since that time.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement Re Computation of Per Share Earnings
(a) Computation of Fully Diluted Earnings Per Share
(Unaudited) for the quarters ended September 30,
1997, and 1996, and for the nine months ended
September 30, 1997, and 1996.
(27) Financial Data Schedule
(b) Reports on Form 8-K
None
11
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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.
Sundstrand Corporation
-----------------------------
(Registrant)
Date: October 28, 1997 /s/ Richard M. Schilling
-----------------------------
Richard M. Schilling
Vice President and General
Counsel and Secretary
Date: October 28, 1997 /s/ DeWayne J. Fellows
-----------------------------
DeWayne J. Fellows
Vice President and Controller
12
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Exhibit (11)(a)
Computation of Fully Diluted Earnings Per Share (Unaudited)
<TABLE>
Quarter Ended Nine Months Ended
September 30, September 30,
---------------- -----------------
(Amounts in millions except per share data) 1997 1996 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earnings
Net earnings $ 55 $ 34 $ 133 $ 94
====== ====== ====== ======
Shares
Weighted-average number of common shares
outstanding 60.0 61.1 60.0 61.1
Additional shares assuming conversion
of stock options .8 .5 .8 .5
------ ------ ------ ------
Fully diluted shares 60.8 61.6 60.8 61.6
====== ====== ====== ======
Fully diluted earnings per share
Net earnings $ .91 $ .56 $ 2.19 $ 1.53
====== ====== ====== ======
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 17
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<RECEIVABLES> 326
<ALLOWANCES> 0
<INVENTORY> 444
<CURRENT-ASSETS> 858
<PP&E> 444
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,675
<CURRENT-LIABILITIES> 413
<BONDS> 222
0
0
<COMMON> 38
<OTHER-SE> 536
<TOTAL-LIABILITY-AND-EQUITY> 1,675
<SALES> 1,262
<TOTAL-REVENUES> 1,262
<CGS> 830
<TOTAL-COSTS> 1,034
<OTHER-EXPENSES> 2
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 208
<INCOME-TAX> 75
<INCOME-CONTINUING> 133
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<NET-INCOME> 133
<EPS-PRIMARY> 2.21
<EPS-DILUTED> 0
</TABLE>
