Current Report


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 27, 2009

 

ECOLAB INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-9328

 

41-0231510

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

370 Wabasha Street North, Saint Paul, Minnesota

 

55102

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code 1-800-232-6522

 

(Not applicable)

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition .

 

On October 27, 2009, Ecolab Inc. (“Ecolab”) announced earnings for the third quarter ended September 30, 2009.  A copy of the News Release issued by Ecolab in connection with this report under Item 2.02 is attached as Exhibit (99) and incorporated by reference herein.  Ecolab also will publish the News Release on its website located at www.ecolab.com.

 

In the News Release dated October 27, 2009, Ecolab discloses non-GAAP pro forma diluted earnings per share, which exclude special gains and charges and discrete tax items for the third quarter ended September 30, 2009 and 2008.  Ecolab’s management believes that disclosing this non-GAAP financial measure helps investors understand underlying business performance because it facilitates the comparison of current and prior period operating results by eliminating the effect of non-recurring items.

 

Item 9.01 Financial Statements and Exhibits .

 

(d)           Exhibits.

 

The following exhibit is furnished pursuant to Item 2.02 of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

(99)                                                    Ecolab Inc. News Release dated October 27, 2009.

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

 

 

ECOLAB INC.

 

 

 

 

Date: October 27, 2009

By:

/s/Michael C. McCormick

 

 

Michael C. McCormick

 

 

Assistant Secretary

 

2



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Method Of Filing

(99)

 

Ecolab Inc. News Release dated October 27, 2009.

 

Filed herewith electronically.

 

3


Exhibit 99

 

 

News Release

 

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

 

FOR IMMEDIATE RELEASE

 

 

Michael J. Monahan

(651) 293-2809

 

ECOLAB DELIVERS AT TOP END OF FORECASTED RANGE

Third quarter reported EPS $0.60, +20%; pro forma EPS $0.61, +11%, excluding
special gains and charges and discrete tax items

Full year pro forma forecast narrowed to $1.98-$2.01

 

2009 THIRD QUARTER HIGHLIGHTS :

·                   Reported diluted EPS $0.60, +20%

·                   Record pro forma EPS +11% to $0.61, excluding special gains and charges and discrete tax items

·                   Reported sales -5% to $1.5 billion; fixed currency sales level with year ago

·                   New account sales, pricing and cost saving actions offset the effects of global recession and unfavorable foreign exchange

 

 

 

(unaudited)

 

 

 

Third Quarter

 

%

 

Nine Months

 

%

 

(Millions, except per share)

 

2009

 

2008

 

change

 

2009

 

2008

 

change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

1,546.4

 

$

1,626.3

 

-5%

 

$

4,336.1

 

$

4,654.2

 

-7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

223.0

 

201.4

 

11%

 

485.5

 

572.6

 

-15%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pretax Income

 

207.9

 

185.4

 

12%

 

439.4

 

526.5

 

-17%

 

Taxes

 

62.7

 

59.5

 

5%

 

137.0

 

158.5

 

-14%

 

Net Income Attributable to Ecolab

 

$

145.0

 

$

126.2

 

15%

 

$

301.5

 

$

368.1

 

-18%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Net Income Per Share

 

$

0.60

 

$

0.50

 

20%

 

$

1.26

 

$

1.46

 

-14%

 

Diluted Average Shares Outstanding

 

240.6

 

251.8

 

-4%

 

239.6

 

251.7

 

-5%

 

 

1



 

ST. PAUL, Minn., October 27, 2009:  Ecolab Inc. reported third quarter pro forma results at the top end of its forecasted range, led by new account gains, pricing and cost savings actions which offset the effects of the global recession and unfavorable foreign exchange.

 

Ecolab’s reported net sales declined 5% to $1.5 billion in the third quarter of 2009; fixed currency sales were level with the prior year.  Reported net income attributable to Ecolab increased 15% to $145 million. Reported diluted earnings per share increased 20% to $0.60.

 

Third quarter 2009 and 2008 results included special gains and charges and discrete tax items.  Excluding those items, pro forma third quarter 2009 diluted earnings per share were $0.61, an 11% increase from pro forma third quarter 2008 diluted earnings per share of $0.55.  Currency translation had a negative impact on third quarter 2009 pro forma diluted earnings per share of approximately $0.03 per share.

 

Segment review

 

Third quarter 2009 sales for Ecolab’s U.S. Cleaning & Sanitizing operations were $693 million, roughly even with last year.  Ecolab’s U.S. Cleaning & Sanitizing operating income rose 17% to $141 million.

 

U.S. Other Services sales declined 6% to $118 million in the third quarter.  Operating income increased 3% to $18 million.

 

Sales of Ecolab’s International operations, when measured at fixed currency rates, rose 1% to $692 million in the third quarter.  Fixed currency operating income increased 6% to $71 million.  When measured at public currency rates, International sales declined 9% and operating income declined 8%.

 

The Corporate segment includes special gains and charges, which are reported as a separate line item in the income statement. Special charges for the third quarter 2009 of $7 million included a restructuring charge of $5 million ($4 million after tax) for actions announced in January 2009 that were primarily taken to optimize our workforce, as well as other non-recurring costs to optimize our business structure.  The Corporate segment also includes investments in the development of business systems and other corporate investments we are making as part of our ongoing efforts to improve our efficiency and returns.

 

2



 

The reported income tax rate for the third quarter 2009 was 30.2% compared to the reported tax rate of 32.1% for the third quarter 2008.  Excluding the tax rate impact of special gains and charges and discrete tax items, the adjusted effective income tax rate for the third quarter 2009 was 32.0% compared with 30.4% for the same period last year. The increase in the adjusted third quarter 2009 effective tax rate compared with last year was primarily due to lower tax benefits from our international operations which increased the third quarter 2009 adjusted tax rate, and tax benefits in the prior year which reduced the third quarter 2008.  We expect our full year 2009 effective income tax rate to be similar to the prior year’s 31.6%.

 

CEO comment

 

Commenting on the quarter, Douglas M. Baker, Jr., Ecolab’s Chairman, President and Chief Executive Officer said, “We continue to make solid progress.  The quarter was on track, reflecting our focus on new business growth, appropriate pricing and structural cost improvement to offset soft market conditions and yield the strong earnings gain.  We’re very pleased with the work our team has done to deliver these strong results across all geographies in a difficult economy.  We continue to build our business, invest in our future and deliver.

 

“Ecolab’s balanced business mix has provided stability during 2009’s difficult economy, as steady demand from our food and beverage, food retail and healthcare markets, as well as increased sanitizer demand due to H1N1, has balanced soft trends in lodging and foodservice. Based on the current outlook, we are not counting on meaningful change in our end markets over the next several quarters. As a result, our focus remains the same — driving new account gains and increasing efficiency to deliver strong earnings growth, while at the same time continuing to make the right investments in our sales team, R&D and business infrastructure to support our future growth.   Ecolab has been a consistent outperformer in good economies and bad, and we expect 2009 will show another strong performance as we simultaneously lay the groundwork for further strong growth in the years ahead.”

 

3



 

Business Outlook

 

2009 — Full Year

 

Ecolab has narrowed the range for its pro forma earnings per share forecast, which excludes special gains and charges and discrete tax items, for the full year ending December 31, 2009 to $1.98 to $2.01 from the previous forecast of $1.96 to $2.02.

 

As previously announced, 2009 special gains and charges are expected to include restructuring charges of approximately $70 million.  For the full year 2009, special gains and charges, including restructuring charges, are expected to be a charge of approximately $0.21 to $0.23 per share.

 

2009 — Fourth Quarter

 

Ecolab expects fourth quarter 2009 fixed currency sales to show a modest gain over the fourth quarter 2008. Currency translation is expected to have a favorable effect on reported sales, and a favorable impact of approximately $0.02 on fourth quarter pro forma earnings per share.

 

Our outlook for the fourth quarter 2009 is as follows:

 

Gross Margins

 

50% - 51%

 

SG&A % of Sales

 

approx. 37%

 

Interest expense, net

 

approx. $15 million

 

Effective tax rate

 

31% - 32%

 

Pro forma EPS, excluding special gains and charges

 

$0.54 - $0.57

 

 

We expect fourth quarter 2009 special gains and charges, including restructuring charges, to be a charge of approximately $0.01 to $0.03 per share.  Special gains and charges for the fourth quarter 2008 included a charge of $19 million for the write down of investments in an energy management business and the closure of two small non-strategic healthcare businesses.  Excluding these special gains and charges and discrete tax items, fourth quarter 2008 pro forma diluted earnings per share were $0.45.

 

With sales of $6 billion and more than 26,000 associates, Ecolab Inc. (NYSE: ECL) is the global leader in cleaning, sanitizing, food safety and infection prevention products and services. Ecolab delivers comprehensive programs and services to the

 

4



 

foodservice, food and beverage processing, healthcare, and hospitality markets in more than 160 countries. More news and information is available at www.ecolab.com.

 

Ecolab will host a live webcast to review the third quarter earnings announcement, including the updated earnings guidance, today at 1:00 p.m. Eastern Time.  The webcast, along with related presentation slides, will be available to the public on Ecolab’s website at www.ecolab.com/investor.  A replay of the webcast and related materials will be available at that site.

 

Listening to the webcast requires Internet access, the Windows Media Player, Real Player or other compatible streaming media player.

 

This news release contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These include statements concerning our 2009 fourth quarter and full year financial and business prospects, including estimated sales, gross margins, selling, general and administrative expense, interest expense, effective tax rates, currency translation, special gains and charges and discrete tax items, and reported and pro forma diluted earnings per share. These statements, which represent Ecolab’s expectations or beliefs concerning various future events, are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially from those of such Forward-Looking Statements.  We caution that undue reliance should not be placed on Forward-Looking Statements, which speak only as of the date made.

 

Risks and uncertainties that may affect operating results and business performance are set forth under Item 1A of our most recent Form 10-Q and include the vitality of the markets we serve; the impact of worldwide economic factors such as the worldwide economy, credit markets, interest rates and foreign currency risk; fluctuations in raw material and delivered product costs; our ability to develop competitive advantages through innovation; restraints on pricing flexibility due to contractual obligations; pressure on operations from consolidation of customers, vendors or competitors; the ability to acquire complementary businesses and to effectively integrate such businesses; the impact of investments to develop business systems or to optimize our business structure; the costs and effects of complying with laws and regulations relating to the environment and to the manufacture, storage, distribution, sale and use of our products; changes in laws, regulations or accounting standards;

 

5



 

public health epidemics; the occurrence of litigation or claims, acts of war, terrorism, severe weather or natural or man-made disasters; the loss or insolvency of a major customer, supplier or distributor; our ability to attract and retain high caliber management talent; and other uncertainties or risks reported from time to time in our reports to the Securities and Exchange Commission.

 

Except as may be re quired under applicable law, we undertake no duty to update our Forward-Looking Statements.

 

###

 

(ECL-E)

 

6



 

ECOLAB INC.

CONSOLIDATED STATEMENT OF INCOME

THIRD QUARTER ENDED SEPTEMBER 30, 2009

(unaudited)

 

 

 

Third Quarter Ended

 

 

 

Nine Months Ended

 

 

 

 

 

September 30

 

%

 

September 30

 

%

 

(millions, except per share)

 

2009

 

2008

 

Change

 

2009

 

2008

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,546.4

 

$

1,626.3

 

-5%

 

$

4,336.1

 

$

4,654.2

 

-7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (1)

 

763.9

 

834.3

 

-8%

 

2,196.9

 

2,371.4

 

-7%

 

Selling, general and administrative expenses

 

554.1

 

578.8

 

-4%

 

1,596.8

 

1,715.8

 

-7%

 

Special (gains) and charges (1)

 

5.4

 

11.8

 

 

 

56.9

 

(5.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

223.0

 

201.4

 

11%

 

485.5

 

572.6

 

-15%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

15.1

 

16.0

 

-6%

 

46.1

 

46.1

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

207.9

 

185.4

 

12%

 

439.4

 

526.5

 

-17%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

62.7

 

59.5

 

5%

 

137.0

 

158.5

 

-14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income including noncontrolling interest

 

145.2

 

125.9

 

15%

 

302.4

 

368.0

 

-18%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income (loss) attributable to noncontrolling interest

 

0.2

 

(0.3

)

 

 

0.9

 

(0.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Ecolab

 

$

145.0

 

$

126.2

 

15%

 

$

301.5

 

$

368.1

 

-18%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Ecolab per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 0.61

 

$

 0.51

 

20%

 

$

 1.27

 

$

 1.49

 

-15%

 

Diluted

 

$

 0.60

 

$

 0.50

 

20%

 

$

 1.26

 

$

 1.46

 

-14%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

237.0

 

247.5

 

-4%

 

236.5

 

247.2

 

-4%

 

Diluted

 

240.6

 

251.8

 

-4%

 

239.6

 

251.7

 

-5%

 

 


(1) Amounts include the following special gains and charges:

 

 

 

Third Quarter Ended
September 30

 

 

 

Nine Months Ended
September 30

 

 

 

(millions)

 

2009

 

2008

 

 

 

2009

 

2008

 

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

$

 1.3

 

$

 —

 

 

 

$

 9.4

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special (gains) and charges

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

4.0

 

 

 

 

52.6

 

 

 

 

Business structure and optimization

 

0.7

 

8.6

 

 

 

2.3

 

14.3

 

 

 

Gain on the sale of plant

 

 

 

 

 

 

(24.0

)

 

 

Gain on the sale of businesses

 

 

 

 

 

 

(1.7

)

 

 

Other non-recurring items

 

0.7

 

3.2

 

 

 

2.0

 

5.8

 

 

 

 

 

5.4

 

11.8

 

 

 

56.9

 

(5.6

)

 

 

Total

 

$

 6.7

 

$

 11.8

 

 

 

$

 66.3

 

$

 (5.6

)

 

 

 

7



 

ECOLAB INC.

OPERATING SEGMENT INFORMATION

THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2009

(unaudited)

 

 

 

Third Quarter Ended

 

 

 

Nine Months Ended

 

 

 

 

 

September 30

 

%

 

September 30

 

%

 

(millions)

 

2009

 

2008

 

Change

 

2009

 

2008

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

 

 

Cleaning & Sanitizing

 

$

693.2

 

$

695.5

 

0%

 

$

1,987.2

 

$

2,012.6

 

-1%

 

Other Services

 

117.6

 

124.7

 

-6%

 

340.0

 

356.0

 

-4%

 

Total

 

810.8

 

820.2

 

-1%

 

2,327.2

 

2,368.6

 

-2%

 

International

 

692.0

 

684.1

 

1%

 

1,973.4

 

1,953.3

 

1%

 

Subtotal at fixed currency rates

 

1,502.8

 

1,504.3

 

0%

 

4,300.6

 

4,321.9

 

0%

 

Effect of foreign currency translation

 

43.6

 

122.0

 

 

 

35.5

 

332.3

 

 

 

Consolidated

 

$

1,546.4

 

$

1,626.3

 

-5%

 

$

4,336.1

 

$

4,654.2

 

-7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

 

 

Cleaning & Sanitizing

 

$

141.1

 

$

120.4

 

17%

 

$

370.0

 

$

332.8

 

11%

 

Other Services

 

18.4

 

17.9

 

3%

 

49.9

 

37.9

 

32%

 

Total

 

159.5

 

138.3

 

15%

 

419.9

 

370.7

 

13%

 

International

 

71.0

 

66.7

 

6%

 

144.5

 

174.7

 

-17%

 

Subtotal at fixed currency rates

 

230.5

 

205.0

 

12%

 

564.4

 

545.4

 

3%

 

Corporate

 

(13.2

)

(19.4

)

 

 

(84.0

)

(16.3

)

 

 

Effect of foreign currency translation

 

5.7

 

15.8

 

 

 

5.1

 

43.5

 

 

 

Consolidated

 

$

223.0

 

$

201.4

 

11%

 

$

485.5

 

$

572.6

 

-15%

 

 

Note : The Corporate segment includes special gains and charges reported on the Consolidated Statement of Income as well as investments in the development of business systems and other business efficiency investments.

 

8



 

ECOLAB INC.

CONSOLIDATED BALANCE SHEET

 

 

 

Sept 30

 

December 31

 

September 30

 

(millions)

 

2009

 

2008

 

2008

 

 

 

(unaudited)

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

107.5

 

$

66.7

 

$

102.1

 

Accounts receivable, net

 

1,013.0

 

971.0

 

1,100.8

 

Inventories

 

474.8

 

467.2

 

500.2

 

Deferred income taxes

 

93.8

 

94.7

 

91.4

 

Other current assets

 

126.9

 

91.5

 

99.7

 

Total current assets

 

1,816.0

 

1,691.1

 

1,894.2

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

1,149.1

 

1,135.2

 

1,161.3

 

Goodwill, net

 

1,369.8

 

1,267.7

 

1,391.9

 

Other intangible assets, net

 

312.2

 

326.7

 

355.9

 

Other assets

 

341.7

 

336.2

 

310.6

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,988.8

 

$

4,756.9

 

$

5,113.9

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Short-term debt

 

$

121.0

 

$

338.9

 

$

179.0

 

Accounts payable

 

367.3

 

359.6

 

394.9

 

Compensation and benefits

 

271.8

 

261.1

 

260.5

 

Income taxes

 

31.0

 

46.3

 

 

Other current liabilities

 

501.8

 

436.0

 

503.6

 

Total current liabilities

 

1,292.9

 

1,441.9

 

1,338.0

 

 

 

 

 

 

 

 

 

Long-term debt

 

850.0

 

799.3

 

859.4

 

Postretirement health care and pension benefits

 

601.7

 

680.2

 

405.5

 

Other liabilities

 

274.2

 

256.5

 

270.0

 

 

 

 

 

 

 

 

 

Ecolab shareholders’ equity

 

1,961.8

 

1,571.6

 

2,233.3

 

Noncontrolling interest

 

8.2

 

7.4

 

7.7

 

Total equity

 

1,970.0

 

1,579.0

 

2,241.0

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

4,988.8

 

$

4,756.9

 

$

5,113.9

 

 

9



 

ECOLAB INC.

SUPPLEMENTAL DILUTED EARNINGS PER SHARE INFORMATION

(unaudited)

 

The table below is provided to assist the reader’s understanding of the comparability of the company’s operations for 2009. The company believes that pro forma diluted net income per share from ongoing operations, a non-GAAP financial measure, helps investors understand underlying business performance because it facilitates the comparison of 2009 and 2008 operating results by eliminating the effect of non-recurring items (see “pro forma adjustments” in table below).  The presentation below reconciles as reported diluted net income per share (U.S. GAAP amounts) to pro forma diluted net income per share from ongoing operations. The pro forma information should not be construed as an alternative to reported results under U.S. GAAP.

 

 

 

First
Quarter
Ended
March 31
2008

 

Second
Quarter
Ended
June 30
2008

 

Six
Months
Ended
June 30
2008

 

Third
Quarter
Ended
Sept. 30
2008

 

Nine
Months
Ended
Sept. 30
2008

 

Fourth
Quarter
Ended
Dec. 31
2008

 

Year
Ended
Dec. 31
2008

 

Diluted net income per share, as reported (U.S. GAAP)

 

$

0.41

 

$

0.55

 

$

0.96

 

$

0.50

 

$

1.46

 

$

0.33

 

$

1.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special (gains) and charges (1)

 

 

(0.08

)

(0.08

)

0.04

 

(0.04

)

0.11

 

0.07

 

Tax expense (benefits) (2)

 

(0.02

)

 

(0.02

)

0.01

 

(0.01

)

 

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma diluted net income per share from ongoing operations

 

$

0.39

 

$

0.47

 

$

0.86

 

$

0.55

 

$

1.41

 

$

0.45

 

$

1.86

 

 

 

 

First
Quarter
Ended
March 31
2009

 

Second
Quarter
Ended
June 30
2009

 

Six
Months
Ended
June 30
2009

 

Third
Quarter
Ended
Sept. 30
2009

 

Nine
Months
Ended
Sept. 30
2009

 

 

 

 

 

Diluted net income per share, as reported (U.S. GAAP)

 

$

0.24

 

$

0.41

 

$

0.65

 

$

0.60

 

$

1.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special (gains) and charges (3)

 

0.09

 

0.08

 

0.18

 

0.02

 

0.20

 

 

 

 

 

Tax expense (benefits) (4)

 

 

 

 

(0.02

)

(0.02

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro forma diluted net income per share from ongoing operations

 

$

0.33

 

$

0.50

 

$

0.83

 

$

0.61

 

$

1.44

 

 

 

 

 

 

Per share amounts do not necessarily sum due to changes in shares outstanding and rounding.

 


(1) Special gains and charges for the second quarter of 2008 include a $24.0 million gain on the sale of a plant in Denmark, partially offset by other non-recurring business structure costs. Special gains and charges for the third quarter of 2008 includes non-recurring business structure costs. Special gains and charges in the fourth quarter of 2008 includes a $19.1 million charge for the write-down of investments in an energy management business and the closure of two small non-strategic healthcare businesses, as well as business structure and optimization costs.

 

(2) First quarter 2008 tax benefits include discrete tax impact of enacted tax legislation and an international rate change. Third quarter 2008 tax expense includes discrete tax impact of recognizing adjustments from filing the prior year federal tax return.

 

(3) Special gains and charges for 2009 include restructuring charges of $20.9 million, $18.9 million and $4.4 million net of tax,  in the first, second and third quarter, respectively.  Special gains and charges for 2009 also includes other non-recurring items, net of tax.

 

(4) Third quarter 2009 tax benefits primarily include discrete tax benefits related to our 2005 Federal tax return.

 

10