<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 June 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
------------------------------------------------------
(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
-------------------------------------------------------------
(Address of principal executive offices and zip code)
(815) 226-6000
-----------------------------------------------
(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 July 25, 1997
- --------------------------------- ----------------------------
Common Stock, par value $.50 per share 59,903,612
<PAGE>
SUNDSTRAND CORPORATION
FORM 10-Q
For the Quarter Ended June 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 4. Submission of Matters to a Vote of Security
Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Sundstrand Corporation and Subsidiaries
Condensed Consolidated Statement of Earnings (Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
(Amounts in millions except ----------------------- ---------------------
per share data) 1997 1996 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 440 $ 371 $ 829 $ 739
Costs, expenses, and other income:
Costs of products sold 291 243 548 484
Marketing and administration 75 77 147 156
Restructuring charge - (8) - (8)
Interest expense 7 8 15 15
Interest income (1) (2) (3) (3)
Other, net 1 - - -
------- ------- ------- -------
373 318 707 644
------- ------- ------- -------
Earnings before income taxes 67 53 122 95
Less income taxes 24 19 44 35
------- ------- ------- -------
Net earnings $ 43 $ 34 $ 78 $ 60
======= ======= ======= =======
Weighted-average number of common
shares outstanding 60.1 61.4 60.1 61.4
Earnings per share $ .71 $ .56 $ 1.29 $ .98
======= ======= ======= =======
Cash dividends per common share $ .17 $ .17 $ .34 $ .34
======= ======= ======= =======
</TABLE>
3
<PAGE>
<TABLE>
Sundstrand Corporation and Subsidiaries
Condensed Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended
June 30,
-----------------
(Amounts in millions) 1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net earnings $ 78 $ 60
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 37 36
Deferred income taxes (3) 3
Change in operating assets and liabilities excluding
the effects of acquisitions and divestitures:
Accounts receivable (14) 2
Inventory (34) (19)
Other assets (1) (2)
Accounts payable 16 (8)
Accrued expenses (1) (11)
Other (2) (1)
----- -----
Total adjustments (2) -
----- -----
NET CASH PROVIDED BY OPERATING ACTIVITIES 76 60
----- -----
Cash flow from investing activities:
Cash paid for property, plant, and equipment (53) (30)
Cash paid for acquisitions, net of cash acquired (5) -
Other investing activities 6 4
----- -----
NET CASH USED FOR INVESTING ACTIVITIES (52) (26)
----- -----
Cash flow from financing activities:
Net issuance of/(payments on) borrowings supported
by lines of credit 27 (10)
Principal payments on long-term debt (1) (1)
Purchase of treasury stock (30) (30)
Proceeds from stock options exercised 4 1
Dividends paid (20) (21)
----- -----
NET CASH USED FOR FINANCING ACTIVITIES (20) (61)
----- -----
Effect of exchange rate changes on cash 4 2
----- -----
Increase (decrease) in cash and cash equivalents 8 (25)
Cash and cash equivalents at January 1 18 75
----- -----
CASH AND CASH EQUIVALENTS AT JUNE 30 $ 26 $ 50
===== =====
Supplemental cash flow information:
Interest paid $ 15 $ 15
Income taxes paid $ 51 $ 35
</TABLE>
4
<PAGE>
<TABLE>
Sundstrand Corporation and Subsidiaries
Condensed Consolidated Balance Sheet (Unaudited)
June 30, December 31,
(Amounts in millions) 1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 26 $ 18
Accounts receivable, net 324 313
Inventories, net of progress payments 412 378
Deferred income taxes 55 53
Other current assets 13 10
------ ------
Total current assets 830 772
Property, Plant, and Equipment, net 443 427
Intangible Assets, net 266 273
Deferred Income Taxes 79 78
Other Assets 44 45
------ ------
$1,662 $1,595
====== ======
Liabilities and Shareholders' Equity
Current Liabilities
Notes payable $ 145 $ 118
Long-term debt due within one year 3 4
Accounts payable 118 104
Accrued salaries, wages, and commissions 27 25
Accrued postretirement benefits other than pensions 18 18
Restructuring liability 14 20
Other accrued liabilities 97 108
------ ------
Total current liabilities 422 397
Long-Term Debt 222 222
Accrued Postretirement Benefits Other Than Pensions 373 367
Other Liabilities 101 96
Shareholders' Equity
Common stock, at par value 38 38
Other shareholders' equity 506 475
------ ------
544 513
------ ------
$1,662 $1,595
====== ======
</TABLE>
5
<PAGE>
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 June 30, 1997, and December 31,
1996, were as follows:
<TABLE>
June 30, December 31,
(Amounts in millions) 1997 1996
- ------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 54 $ 45
Work in process 140 151
Finished goods and parts 234 199
-------- --------
428 395
Less progress payments 16 17
-------- --------
$ 412 $ 378
======== ========
Prior to the application of progress payments, the inventories shown
above included costs related to long-term contracts of $46 million
and $65 million, at June 30, 1997, and December 31, 1996,
respectively.
</TABLE>
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 write-
down of assets of Sullair Europe and $7 million primarily for
disposition of the St. Priest facility and professional fees.
Operations currently at the St. Priest facility will be transferred
to other plant sites in Europe and the United States. The shutdown
of the St. Priest facility and termination or transfer of the
employees is expected to be completed in 1997, and it is anticipated
that the sale of the facility will be completed by the end of 1999.
6
<PAGE>
Since the charge was recorded in 1996, approximately $3 million has
been paid and charged against the restructuring liability, including
costs to terminate 35 employees. Additionally, restructuring related
period costs of $1 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 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.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The financial information for the quarter ended June 30, 1997, as
compared to the financial information for the quarter ended June 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
Second quarter sales increased by $69 million to $440 million in 1997
from $371 million in 1996. The increase was due primarily to higher
shipments to Aerospace commercial OEM and aftermarket customers.
Each of the Industrial businesses and Aerospace military business
also contributed to the increase.
Net earnings in the second quarter of 1997 were $43 million, or $.71
per share, compared with $34 million, or $.56 per share in 1996. Net
earnings in 1996 included a $5 million after tax gain for the
curtailment of pension and other postretirement benefits related to
the shutdown of the Lima, Ohio, plant and approximately $3 million
after taxes of restructuring-related period expenses which were
recognized as incurred in the second quarter of 1996. Excluding
restructuring related items, net earnings in the second quarter of
1997 were $43 million, or $.72 per share, compared with $32 million,
or $.53 per share in 1996. The earnings increase was primarily
attributable to the higher sales activity.
Sales for the first six months of 1997 were $829 million, a $90
million increase from sales of $739 million in the first six months
of 1996. The increase was due primarily to higher shipments to
Aerospace commercial OEM and aftermarket customers. Industrial
segment sales in the first six months of 1997 were essentially flat
compared with 1996.
Net earnings in the first half of 1997 were $78 million, or $1.29 per
share, compared with $60 million, or $.98 per share, in the first
half of 1996. Excluding restructuring related costs and gains, net
earnings in the first half of 1997 were $78 million, or $1.30 per
share, compared with $61 million, or $1.00 per share, in the first
half of 1996. The year-over-year increase stems from higher
Aerospace operating profit generated from the increased commercial
sales.
ORDERS
Incoming orders for second quarter 1997 increased to $574 million
compared with $427 million in the second quarter of 1996, primarily
as a result of higher Aerospace commercial OEM orders. New orders
for the six months ended June 30, 1997, were $992 million, an
increase of $202 million from $790 million for the same period last
year. The increase is due to higher orders for Aerospace commercial
products. Total unfilled orders at June 30, 1997, were $1,130
million, compared with $982 million at June 30, 1996, and $967
million at December 31, 1996.
8
<PAGE>
AEROSPACE OVERVIEW (EXCLUDING RESTRUCTURING CHARGES)
Second quarter sales for the Aerospace segment were $243 million, an
increase of $60 million or 33 percent from the second quarter of 1996
as a result of double digit percentage increases in both commercial
and military sales. Operating profit increased $15 million or 52
percent to $44 million and operating profit margins increased to 18.1
percent from 15.8 percent during the second quarter of 1997 compared
with the second quarter of 1996.
Orders in the second quarter were $388 million, an increase of $150
million or 63 percent compared with the second quarter of 1996 due to
significantly higher commercial OEM orders.
INDUSTRIAL OVERVIEW (EXCLUDING RESTRUCTURING CHARGES)
Second quarter 1997 sales for the Industrial segment were $197
million, an increase of $9 million or 5 percent compared with the
second quarter of 1996. Operating profit was $34 million, an increase
of $3 million or 10 percent from the second quarter 1996. Operating
margins rose to 17.3 percent from 16.5 percent in the second quarter
of 1996.
Orders in the second quarter were $186 million, a decrease of $3
million or 2 percent when compared with the second quarter of 1996.
LIQUIDITY & CAPITAL RESOURCES
Working capital increased to $408 million at June 30, 1997, from $375
million at December 31, 1996. Higher inventories partially offset by
higher notes payable were primarily responsible for the increase.
Inventory increased in response to the increased sales and order
activity, primarily in the Aerospace segment.
Net cash provided by operating activities for the first half of 1997
was $76 million compared with $60 million for the first six months of
1996. The increase 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 first six months of 1997 and 1996 the Registrant used cash of
$52 million and $26 million, respectively, for investing activities,
primarily for the purchase of fixed assets. In the first half of
1997, $20 million of cash was used for financing activities, which
consisted primarily of cash used to pay dividends and repurchase
common stock, partially offset by commercial paper borrowings. In
the first six months of 1996, $61 million of cash was used for
financing activities, primarily common stock repurchases, dividends
payments, and payments on commercial paper borrowings.
The Registrant repurchased 179,900 shares of its common stock during
the second quarter and an additional 14,000 shares, through July 18,
1997, bringing the total shares repurchased in 1997 to 639,112.
Through July 18, 1997, the Registrant has purchased a total of
approximately 14 million shares of the 20 million shares authorized
for repurchase by the Board of Directors.
On June 17, 1997, the Board of Directors declared a quarterly cash
dividend of $.17 per common share payable on September 16, 1997, to
holders of record on September 2, 1997.
9
<PAGE>
At June 30, 1997, the Registrant's ratio of total debt to total
capital was 40.5 percent compared with 40.1 percent at December 31,
1996.
OUTLOOK
The following discussion contains forward-looking information which
is subject to market risks and opportunities that could have a
material impact on the Registrant's actual results and, accordingly,
should be considered in conjunction with the cautionary language set
forth in the Registrant's report on Form 8-K filed on February 13,
1997.
The Registrant's outlook for 1997 is for sales growth of
approximately 15 percent, and, because of strong results during the
first six months of 1997, the Registrant is raising its earnings per
share forecast for 1997 to a range of $2.75 to $2.95, excluding the
impact of restructuring charges and any future share repurchases.
The Registrant expects overall Aerospace sales growth to be about 25
percent in 1997, with commercial OEM growth of approximately 45
percent. Commercial aftermarket should grow by about 15 percent, and
military sales are projected to increase by approximately 20 percent.
This should generate an operating profit margin in the 18 percent
range, which includes the 2.5 percentage dilutive impacts of our 1996
acquisitions and our 1997 strategic initiatives. Early indications
point to continued growth in Aerospace revenues in 1998, but at lower
growth rates than 1997.
With the lower orders experienced during the second quarter, and the
continued strength of the U.S. dollar, the Registrant expects
Industrial revenue growth to be up only slightly for 1997, with
operating profit margins in the 16 percent range.
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 have been no material changes
in those proceedings or other material legal developments since that
time.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of Sundstrand
Corporation was held on April 15, 1997.
(c) Stockholders voted on the election of one director for a
term of three years, on the adoption of a proposed
Sundstrand Corporation Officer Performance Compensation
Plan, and on proposed amendments to the Sundstrand
Corporation Stock Incentive Plan. Results of said votes
were as follows:
i) Director Name For Withheld
---- --- --------
Charles Marshall 51,070,052 978,959
For Against Withheld
--- ------- --------
ii) Adoption of Sundstrand 50,291,845 1,338,228 250,475
Corporation Officer
Performance Compensation
Plan
For Against Withheld
--- ------- --------
ii) Amendment of Sundstrand 38,845,024 8,922,994 204,825
Corporation Stock
Incentive Plan
11
<PAGE>
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 June 30, 1997
and 1996, and for the six months ended June 30,
1997 and 1996.
(27) Financial Data Schedule
(b) Reports on Form 8-K
None
12
<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.
Sundstrand Corporation
-----------------------------
(Registrant)
Date: July 29, 1997 /s/ Richard M. Schilling
-----------------------------
Richard M. Schilling
Vice President and General
Counsel and Secretary
Date: July 29, 1997 /s/ DeWayne J. Fellows
-----------------------------
DeWayne J. Fellows
Vice President and Controller
13
<PAGE>
Exhibit (11)(a)
Computation of Fully Diluted Earnings Per Share (Unaudited)
<TABLE>
Quarter Ended Six Months
June 30, Ended June 30,
---------------- ----------------
(Amounts in millions except per share data) 1997 1996 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earnings
Net earnings $ 43 $ 34 $ 78 $ 60
===== ===== ===== =====
- --------------------------------------------------------------------------------
Shares
Weighted-average number of common shares
outstanding 60.1 61.4 60.1 61.4
Additional shares assuming conversion
of stock options .7 .5 .7 .5
----- ----- ----- -----
Fully diluted shares 60.8 61.9 60.8 61.9
===== ===== ===== =====
- --------------------------------------------------------------------------------
Fully diluted earnings per share
Net earnings $ .70 $ .55 $1.28 $ .97
===== ===== ===== =====
</TABLE>
<PAGE>
<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
JUNE 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 26
<SECURITIES> 0
<RECEIVABLES> 324
<ALLOWANCES> 0
<INVENTORY> 412
<CURRENT-ASSETS> 830
<PP&E> 443
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,662
<CURRENT-LIABILITIES> 422
<BONDS> 222
0
0
<COMMON> 38
<OTHER-SE> 506
<TOTAL-LIABILITY-AND-EQUITY> 1,662
<SALES> 829
<TOTAL-REVENUES> 829
<CGS> 548
<TOTAL-COSTS> 695
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15
<INCOME-PRETAX> 122
<INCOME-TAX> 44
<INCOME-CONTINUING> 78
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 78
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 0
</TABLE>
