Arch Chemicals, Inc. (NYSE: ARJ)
Highlights:
-
2008 earnings were $1.49 per share, which includes $1.00 per share of
special items. Excluding special items, earnings were $2.49 per share.
Special items primarily related to a $24.6 million, or $0.99 per
share, goodwill impairment charge for the Company’s industrial
coatings business.
-
The acquisition of Advantis Technologies provided a positive
contribution.
-
HTH water products, personal care and industrial biocides achieved
record profitability in 2008.
-
For the full-year 2009, sales are expected to grow by two to four
percent and earnings from continuing operations are expected to be in
the $1.85 to $2.05 per share range.
ARCH CHEMICALS, INC. (NYSE: ARJ) announced full-year sales of
$1,492.1 million in 2008, compared to $1,487.6 million reported in 2007.
Earnings per share from continuing operations for the full-year 2008
were $1.49 per share on $37.0 million of income. Included in the 2008
operating results is $25.0 million of special items, or $1.00 per share.
Excluding these special items, earnings per share from continuing
operations grew to $2.49 on $62.0 million of income for 2008 compared to
earnings per share for 2007 of $2.30, which excluded $0.30 per share of
special items. The special items in 2008 primarily consist of a goodwill
impairment charge for the Company’s industrial coatings business ($24.6
million, or $0.99 per share).
Segment operating income was $113.7 million in 2008 compared to $115.8
million in 2007. Included in the 2008 segment operating income are gains
which increased operating income by $1.8 million. Included in the 2007
segment operating income was a gain of $12.8 million related to the
completion of a contract with the U.S. government. Excluding these
gains, segment operating income was $111.9 million in 2008 compared to
$103.0 million in 2007, an increase of nine percent.
"Despite the deterioration in global economies, we are very pleased with
our 2008 operating results, particularly our strong finish to the year,”
said Arch Chemicals’ Chairman, President and CEO Michael E. Campbell.
"Our water products, personal care and industrial biocides businesses
again delivered record profitability. This strong performance reflects
the value of our strategic focus on our core biocides businesses. In
addition, the operating income from the performance urethanes business
exceeded our expectations as we were able to maintain pricing in the
face of a decline in raw material costs.”
The following compares segment sales and operating income (loss) for the
fourth quarters of 2008 and 2007 (including equity in earnings of
affiliated companies and excluding restructuring and impairment):
Treatment Products
Treatment Products reported sales of $260.5 million and operating income
of $14.2 million compared with sales of $282.5 million and operating
income of $25.2 million in 2007.
HTH Water Products
HTH water products reported sales of $100.3 million and an operating
loss of $0.8 million for 2008 compared to sales of $87.7 million and
operating income of $11.8 million for 2007. Included in the operating
results for 2007 was a benefit of approximately $14 million related to
the favorable antidumping duty ruling for the review period of December
16, 2004 to May 31, 2006, while the 2008 benefit was recorded in the
third quarter of 2008.
Sales increased $12.6 million, or approximately 14 percent, primarily
due to the acquisition of the water treatment chemicals business of
Advantis Technologies ($21.8 million or approximately 25 percent).
Excluding the acquisition, sales decreased by $9.2 million, or
approximately 11 percent, as unfavorable foreign exchange and lower
volumes more than offset global price increases. Lower volumes occurred
in North America, due to lower demand in the dealer segment, and in
Latin America, due to a slow start to the pool season. These lower
volumes more than offset higher volumes in South Africa.
Operating results decreased $12.6 million. Excluding the antidumping
duty ruling benefit, operating results increased in 2008 as price
increases and the positive contribution of the acquisition more than
offset the lower sales volumes and higher raw material, freight and
distribution costs.
Personal Care and Industrial Biocides
Personal care and industrial biocides reported sales of $68.8 million
and operating income of $17.9 million compared to sales and operating
income of $77.2 million and $12.4 million, respectively, in 2007.
Sales decreased $8.4 million, or approximately 11 percent, principally
due to lower volumes for biocides used in building products, due to the
downturn in the global construction market, and decreased demand for
biocides used in health and hygiene products. The lower volumes were
partially offset by higher pricing for health and hygiene products.
Operating income increased $5.5 million as improved pricing, lower
operating expenses, principally due to the timing of toxicology and
regulatory spending, and favorable foreign exchange more than offset
higher raw material costs and lower volumes. Included in the operating
results for 2008 is income from the sale of rights to certain
intellectual property of $0.9 million.
Wood Protection and Industrial Coatings
Wood protection and industrial coatings reported sales of $91.4 million
and an operating loss of $2.9 million compared to sales and operating
income of $117.6 million and $1.0 million, respectively, in 2007.
Sales decreased $26.2 million, or approximately 22 percent, as lower
volumes and unfavorable foreign exchange more than offset improved
pricing. In the wood protection business, lower volumes in the North
American and European residential sectors, due to the downturn in global
construction markets, were partially offset by higher global prices. In
the industrial coatings business, lower volumes in western Europe,
resulting from poor economic conditions, were partially offset by
increased prices.
Operating results decreased $3.9 million over the prior year as lower
volumes and higher raw material costs, principally in the wood
protection business, more than offset improved pricing.
Performance Products
Performance Products reported sales of $47.0 million and operating
income of $13.6 million compared with sales and operating income of
$61.7 million and $2.2 million, respectively, in 2007.
Performance urethanes sales decreased approximately 25 percent over the
prior year due to lower polyol and glycol volumes, principally due to
the slowing U.S. economy. These lower volumes were partially offset by
higher pricing. Included in 2008 operating income is a gain of $1.1
million related to a Brazilian state import tax claim. Excluding this
gain, operating income increased by $9.7 million principally due to
lower raw material costs, as propylene settled at a six-year low, and
price increases more than offset the lower volumes.
Hydrazine sales and operating income were comparable to 2007.
General Corporate Expenses
General corporate expenses increased $3.4 million principally due to
unfavorable foreign exchange associated with certain dollar-denominated
loans of its foreign subsidiaries.
Impairment
During the fourth quarter of 2008, the Company recorded a non-cash
goodwill impairment charge of $24.6 million, which eliminated the
remaining carrying amount of goodwill related to the industrial coatings
business. In addition, the Company recorded a $1.2 million non-cash
impairment charge for certain manufacturing assets in the wood
protection and industrial coatings businesses.
Other
During the fourth quarter, the Company entered into an equity swap
contract to hedge its exposure to the mark-to-market impact of its stock
price on compensation expense of its share-based compensation programs.
Prior to entering into the swap, the Company's fourth quarter results
benefited approximately $0.10 per share due to the decrease in the stock
price from the end of the third quarter until the effective date of the
hedge.
2009 Outlook
The Company expects full-year 2009 sales to increase by approximately
two to four percent, as the contribution from the acquisition of the
water treatment chemicals business of Advantis Technologies and higher
pricing should be partially offset by unfavorable foreign exchange.
Earnings per share from continuing operations are forecast to be in the
$1.85 to $2.05 range. Depreciation and amortization is estimated to be
approximately $50 million. Capital spending is anticipated to be in the
$35 to $40 million range. The effective tax rate is estimated to be in
the 37 to 38 percent range.
The Company’s 2009 outlook assumes continued weakness in global
economies throughout the year as well as headwinds from unfavorable
foreign exchange due to the strengthening of the U.S. dollar. The HTH
water products business is expected to report higher profits due to the
positive contribution from the acquisition of the Advantis Technologies
water treatment chemicals business, including related synergies, as well
as improved pricing. This guidance assumes an antidumping duty rate of
approximately 1 percent in 2009 and an estimated pre-tax benefit of
approximately $3 million for the current administrative period under
review. The Company expects lower operating results for personal care
and industrial biocides. This is due to decreased demand for industrial
biocides applications as a result of the depressed building products and
automotive markets. Additionally, the business will be impacted by
increased spending for regulatory and toxicology compliance and
additional costs for the Company’s new manufacturing facilities in
China. Wood protection and industrial coatings results are forecast to
be lower due to the continued weakness in the global housing and
construction markets. This weakness will more than offset anticipated
lower raw material costs. Performance products results are expected to
be below 2008 due to lower pricing in response to competitive activities
in the polyol and glycol markets as a result of the decrease in raw
material costs, principally propylene and ethylene in the fourth quarter
of 2008, and continued lower demand for flexible polyols as a result of
market conditions. General corporate expenses are expected to be higher
due to higher pension expense and the absence of a royalty stream that
ended in 2008. In addition, the Company anticipates higher interest
expense.
For the first quarter, the Company anticipates a loss per share from
continuing operations to be in the $(0.15) to $(0.05) per share range,
compared to earnings per share from continuing operations of $0.23
during the first quarter of 2008. The expected decrease in first
quarter results is principally due to lower results for the industrial
biocides and personal care business due to lower demand, additional
costs for the Company’s new manufacturing facilities in China and lower
results for the wood protection and industrial coatings businesses from
continued weakness in the global construction and housing markets. In
addition, the Company anticipates higher interest expense related to the
borrowings from the recent acquisition and higher pension expense.
These are expected to be partially offset by modestly higher performance
products results due to lower raw material costs.
"While we expect the current global recession to continue throughout
2009, our relentless commitment to improve profit margins, reduce costs,
optimize our portfolio to focus on our core biocides businesses and
maximize cash generation will help deliver long-term shareholder value,
including maintaining an attractive dividend,” said Mr. Campbell.
Note:
All references to earnings per share above reflect
diluted earnings per share.
About Arch
Headquartered in Norwalk, Connecticut (USA), Arch Chemicals, Inc. is a
global Biocides company with annual sales of approximately $1.5 billion.
Arch and its subsidiaries provide innovative, chemistry-based solutions
to control the growth of harmful microbes. The Company’s concentration
is in water treatment, hair and skin care products, treated wood, paints
and coatings, building products and health and hygiene applications.
Arch Chemicals operates in two segments: Treatment Products and
Performance Products. Together with its subsidiaries, Arch has
approximately 3,000 employees and manufacturing and customer-support
facilities in North and South America, Europe, Asia, Australia and
Africa. For more information, visit the Company’s Web site at http://www.archchemicals.com.
-
Listen in live to Arch Chemicals’ fourth quarter 2008 earnings
conference call on Wednesday, February 4, 2009 at 11:00 a.m. (ET) at http://www.archchemicals.com.
-
If members of the public wish to access Arch’s live earnings call in a
listen-only mode, dial: (888) 690-2881, passcode 6234103, in the
United States, or (913) 312-0676, passcode 6234103, outside the United
States.
-
A telephone replay will be available from 1:00 p.m. on Wednesday,
February 4, 2009 until 6:00 p.m. (ET) on Wednesday, February 11, 2009.
The replay number is (888) 203-1112, passcode 6234103; from outside
the United States, please call (719) 457-0820, passcode 6234103.
Except for historical information contained herein, the information
set forth in this communication contains forward-looking statements that
are based on management's beliefs, certain assumptions made by
management and management's current expectations, outlook, estimates and
projections about the markets and economy in which the Company and its
various businesses operate. Words such as "anticipates," "believes,"
"estimates," "expects," "forecasts," "intends," "opines," "plans,"
"predicts," "projects," "should," "targets" and variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions ("Future
Factors"), which are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expected or forecasted in
such forward-looking statements. The Company undertakes no obligation to
update publicly any forward-looking statements, whether as a result of
future events, new information or otherwise. Future Factors which could
cause actual results to differ materially from those discussed include
but are not limited to: general economic and business and market
conditions; continued weakening in U.S. and European economies;
increases in interest rates; changes in economic conditions in Asia;
changes in foreign currencies against the U.S. dollar; customer
acceptance of new products; efficacy of new technology; changes in U.S.
or foreign laws and regulations; increased competitive and/or customer
pressure; the Company's ability to maintain chemical price increases;
higher-than-expected raw material and energy costs and availability for
certain chemical product lines; a change in the antidumping duties on
certain products; price increases due to changes in Chinese taxes
related to exports from China; increased foreign competition in the
calcium hypochlorite markets; inability to obtain transportation for our
chemicals; unfavorable court decisions, including unfavorable decisions
in appeals of antidumping rulings, arbitration or jury decisions or tax
matters; the supply/demand balance for the Company's products, including
the impact of excess industry capacity; failure to achieve targeted
cost-reduction programs; capital expenditures in excess of those
scheduled, such as the China plant; environmental costs in excess of
those projected; the occurrence of unexpected manufacturing
interruptions/outages at customer or Company plants; a decision by the
Company not to start up the hydrates manufacturing facility; unfavorable
weather conditions for swimming pool use; inability to expand sales in
the professional pool dealer market; the impact of global weather
changes; changes in the Company’s stock price; ability to obtain
financing at attractive rates; financial market disruptions that impact
our customers or suppliers; and gains or losses on derivative
instruments.
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Arch Chemicals, Inc.
Condensed Consolidated Statements of Income (a)
(In millions, except per share amounts)
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Three Months
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Twelve Months
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Ended December 31,
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Ended December 31,
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2008
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2007
|
|
2008
|
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2007
|
|
|
|
|
|
|
|
|
|
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Sales
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$
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307.5
|
|
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$
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344.2
|
|
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$
|
1,492.1
|
|
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$
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1,487.6
|
|
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Cost of Goods Sold (b)
|
|
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218.3
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|
|
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242.5
|
|
|
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1,063.3
|
|
|
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1,055.7
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Selling and Administration (c)
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|
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69.9
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|
|
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77.1
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|
|
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295.5
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|
|
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309.7
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Research and Development
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4.8
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|
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5.3
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|
|
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21.8
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|
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20.1
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Other (Gains) and Losses (d)
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(1.8
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)
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|
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-
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|
|
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(1.8
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)
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|
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(12.8
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)
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Restructuring Expense (e)
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|
|
-
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|
|
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0.6
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|
|
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1.3
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|
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8.1
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Impairment Charge (f)
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|
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25.8
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|
|
|
(0.7
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)
|
|
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25.8
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|
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7.9
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Interest Expense, Net (g)
|
|
|
3.5
|
|
|
|
1.9
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|
|
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10.7
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|
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13.3
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(Loss) Income from Continuing Operations Before Equity in
Earnings of Affiliated Companies and Taxes
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|
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(13.0
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)
|
|
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17.5
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|
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75.5
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|
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85.6
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Equity in Earnings of Affiliated Companies
|
|
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0.2
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|
|
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0.2
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|
|
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0.4
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|
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0.5
|
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Income Tax Provision (h)
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6.1
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|
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7.2
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|
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38.9
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36.8
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(Loss) Income from Continuing Operations
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|
|
(18.9
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)
|
|
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10.5
|
|
|
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37.0
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|
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49.3
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Income from Discontinued Operations, Net of Tax (i)
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|
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-
|
|
|
|
-
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|
|
|
-
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|
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0.9
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|
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Loss on Sale of Discontinued Operations, Net of Tax (j)
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|
|
-
|
|
|
|
-
|
|
|
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-
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(14.9
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)
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Net (Loss) Income
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$
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(18.9
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)
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$
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10.5
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$
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37.0
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$
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35.3
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Basic (Loss) Income Per Share:
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|
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|
|
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Continuing Operations
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$
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(0.75
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)
|
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$
|
0.42
|
|
|
$
|
1.49
|
|
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$
|
2.01
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Income from Discontinued Operations, Net of Tax (i)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
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|
|
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0.04
|
|
|
Loss on Sale of Discontinued Operations, Net of Tax (j)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.61
|
)
|
|
Basic (Loss) Income Per Share
|
|
$
|
(0.75
|
)
|
|
$
|
0.42
|
|
|
$
|
1.49
|
|
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$
|
1.44
|
|
|
|
|
|
|
|
|
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Diluted (Loss) Income Per Share:
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|
|
|
|
|
|
|
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Continuing Operations
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$
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(0.75
|
)
|
|
$
|
0.42
|
|
|
$
|
1.49
|
|
|
$
|
2.00
|
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Income from Discontinued Operations, Net of Tax (i)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
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0.03
|
|
|
Loss on Sale of Discontinued Operations, Net of Tax (j)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.60
|
)
|
|
Diluted (Loss) Income Per Share
|
|
$
|
(0.75
|
)
|
|
$
|
0.42
|
|
|
$
|
1.49
|
|
|
$
|
1.43
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted Average Common Stock Outstanding - Basic
|
|
|
24.8
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|
|
|
24.7
|
|
|
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24.8
|
|
|
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24.5
|
|
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Weighted Average Common Stock Outstanding - Diluted
|
|
|
24.8
|
|
|
|
24.9
|
|
|
|
24.9
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|
|
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24.7
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(a) Unaudited.
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(b) The twelve months ended December 31, 2008 include an $11.5
million benefit related to the favorable antidumping duty ruling
for the period of review from June 1, 2006 through May 31, 2007.
The three and twelve months ended December 31, 2007 include a
benefit of $16.9 million related to the favorable antidumping duty
ruling for the period of review from December 16, 2004 through May
31, 2006. The twelve months ended December 31, 2007 included $0.4
million of inventory disposal costs associated with the Company's
decision to discontinue manufacturing its BIT molecule ("BIT
restructuring").
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(c) The three and twelve months ended December 31, 2007 include
$6.3 million of costs as a result of the favorable antidumping
duty ruling.
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(d) The three and twelve months ended December 31, 2008
represents the reversal of penalties and interest related to a
Brazilian state import tax claim recorded in 2004 of $1.4 million
due to the expiration of the statute of limitations and a $0.4
million gain from a revised estimate of shutdown costs related to
the completion of a contract with the U.S. Government in 2007.
2007 represents a gain for the completion of a contract with the
U.S. Government.
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(e) The twelve months ended December 31, 2008 represents a
charge related to a pension settlement associated with severance
recorded in 2007. The three and twelve months ended December 31,
2007 includes severance and other related costs principally
associated with the BIT restructuring.
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|
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(f) The three and twelve months ended December 31, 2008
represent a $24.6 million goodwill impairment charge for the
industrial coatings business and a $1.2 million impairment charge
of certain manufacturing assets for the wood protection and
industrial coatings businesses. Impairment for the twelve months
ended December 31, 2007 represents the write-down of manufacturing
assets associated with the BIT restructuring. Impairment for the
three months ended December 31, 2007 represents a valuation
adjustment on the assets held for sale associated with the BIT
restructuring.
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(g) The twelve months ended December 31, 2008 include $1.2
million of interest income related to the favorable antidumping
ruling for the period of review from June 1, 2006 through May 31,
2007. The three and twelve months ended December 31, 2007 include
$1.5 million of interest income related to the favorable
antidumping ruling for the period of review from December 16, 2004
through May 31, 2006.
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(h) The twelve months ended December 31, 2007, include a $3.0
million charge for a change in the U.K. tax rate related to
pension adjustments previously recorded in equity. In addition,
the three and twelve months ended December 31, 2007, include a
$1.8 million benefit for the change in the Italian tax rate on
deferred tax items originally set up in purchase accounting.
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(i) Represents the results of operations, net of tax, for the
performance urethanes business in Venezuela through the date of
sale in September 2007.
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|
|
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(j) Represents the loss on sale of the performance urethanes
business in Venezuela.
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Arch Chemicals, Inc.
Reconciliation of GAAP to Non-GAAP Information (a)
(In millions, except per share amounts)
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|
|
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The following table reconciles income and diluted income per
share from continuing operations to income and diluted income per
share from continuing operations before restructuring, impairment
and other (gains) and losses. The table is being provided in order
to provide comparability to prior periods and the Company's
earnings guidance for the three and twelve months ended December
31, 2008.
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|
|
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Three Months
|
|
Twelve Months
|
|
|
|
Ended December 31, 2008
|
|
Ended December 31, 2008
|
|
|
|
|
|
|
|
|
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|
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Income
|
|
EPS
|
|
Income
|
|
EPS
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) Income from Continuing Operations
|
|
$
|
(18.9
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
37.0
|
|
|
$
|
1.49
|
|
|
Add: Impairment Charge, net of tax (b)
|
|
|
25.3
|
|
|
|
1.02
|
|
|
|
25.3
|
|
|
|
1.02
|
|
|
Add: Restructuring, net of tax (c)
|
|
|
-
|
|
|
|
-
|
|
|
|
0.8
|
|
|
|
0.03
|
|
|
Less: Other (Gains) and Losses, net of tax (d)
|
|
|
(1.1
|
)
|
|
|
(0.05
|
)
|
|
|
(1.1
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations before Impairment,
Restructuring and Other (Gains) and Losses
|
|
$
|
5.3
|
|
|
$
|
0.22
|
|
|
$
|
62.0
|
|
|
$
|
2.49
|
|
|
|
|
The following table reconciles income and diluted income per
share from continuing operations to income and diluted income per
share from continuing operations before the restructuring and
impairment, the impact of the change in the U.K. tax rate related
to the Company's pension plans in the U.K., the impact of the
change in the Italian tax rate on deferred tax items set up in
purchase accounting and the gain on the completion of a contract.
The table is being provided in order to provide comparability to
2008 results for the three and twelve months ended December 31,
2008.
|
|
|
|
Three Months
|
|
Twelve Months
|
|
|
|
Ended December 31, 2007
|
|
Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
|
EPS
|
|
Income
|
|
EPS
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations
|
|
$
|
10.5
|
|
|
$
|
0.42
|
|
|
$
|
49.3
|
|
|
$
|
2.00
|
|
|
Add: Restructuring and Impairment, net of tax (e)
|
|
|
1.4
|
|
|
|
0.06
|
|
|
|
14.1
|
|
|
|
0.57
|
|
|
Add: Impact of U.K. and Italian tax rate changes (f)
|
|
|
(1.8
|
)
|
|
|
(0.07
|
)
|
|
|
1.2
|
|
|
|
0.05
|
|
|
Less: Gain on completion of contract with the U.S. Government,
net of tax (g)
|
|
|
-
|
|
|
|
-
|
|
|
|
(7.8
|
)
|
|
|
(0.32
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations before Restructuring,
Impairment, Impact of U.K. and Italian tax rate changes, and Gain on
the completion of a contract
|
|
$
|
10.1
|
|
|
$
|
0.41
|
|
|
$
|
56.8
|
|
|
$
|
2.30
|
|
|
|
|
(a) Unaudited.
|
|
|
|
(b) Represents a $24.6 million goodwill impairment charge for
the industrial coatings business and a $1.2 million pre-tax
impairment charge of certain manufacturing assets for the wood
protection and industrial coatings businesses.
|
|
|
|
(c) Represents a charge related to a pension settlement
associated with severance recorded in 2007.
|
|
|
|
(d) Represents a $1.4 million pre-tax gain from the reversal of
penalties and interest related to a Brazilian state import tax
claim recorded in 2004 due to the expiration of the statute of
limitations and a $0.4 million pre-tax gain from a revised
estimate of shutdown costs related to the completion of a contract
with the U.S. Government in 2007.
|
|
|
|
(e) Includes severance, the write-down of manufacturing assets
and other related costs principally associated with the BIT
restructuring.
|
|
|
|
(f) The twelve months ended December 31, 2007 include a $3.0
million charge for a change in the U.K. tax rate related to
pension adjustments previously recorded in equity. In addition,
the three and twelve months ended December 31, 2007 include a $1.8
million benefit for the change in the Italian tax rate on deferred
tax items originally set up in purchase accounting.
|
|
|
|
(g) Represents a gain for the completion of a contract with the
U.S. Government.
|
|
Arch Chemicals, Inc.
Condensed Consolidated Balance Sheets (a)
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
December 31,
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Cash & Cash Equivalents
|
|
$
|
50.8
|
|
|
$
|
73.7
|
|
|
Accounts Receivable, Net (b)
|
|
|
184.2
|
|
|
|
176.7
|
|
|
Short-Term Investment (b)
|
|
|
56.0
|
|
|
|
64.1
|
|
|
Inventories, Net
|
|
|
216.1
|
|
|
|
207.1
|
|
|
Other Current Assets
|
|
|
19.6
|
|
|
|
31.6
|
|
|
Total Current Assets
|
|
|
526.7
|
|
|
|
553.2
|
|
|
Investments and Advances - Affiliated Companies at Equity
|
|
|
1.5
|
|
|
|
1.9
|
|
|
Property, Plant and Equipment, Net
|
|
|
212.2
|
|
|
|
201.4
|
|
|
Goodwill
|
|
|
199.6
|
|
|
|
206.8
|
|
|
Other Intangibles
|
|
|
183.0
|
|
|
|
149.6
|
|
|
Other Assets
|
|
|
109.4
|
|
|
|
75.3
|
|
|
Total Assets
|
|
$
|
1,232.4
|
|
|
$
|
1,188.2
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
Short-Term Borrowings
|
|
$
|
18.5
|
|
|
$
|
29.1
|
|
|
Current Portion of Long-Term Debt
|
|
|
62.0
|
|
|
|
0.3
|
|
|
Accounts Payable
|
|
|
180.1
|
|
|
|
193.5
|
|
|
Accrued Liabilities
|
|
|
75.9
|
|
|
|
108.0
|
|
|
Total Current Liabilities
|
|
|
336.5
|
|
|
|
330.9
|
|
|
Long-Term Debt
|
|
|
252.5
|
|
|
|
178.8
|
|
|
Other Liabilities
|
|
|
281.5
|
|
|
|
204.1
|
|
|
Total Liabilities
|
|
|
870.5
|
|
|
|
713.8
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
Shareholders' Equity:
|
|
|
|
|
|
Common Stock, Par Value $1 Per Share, Authorized 100.0 Shares:
|
|
|
|
|
24.8 Shares Issued and Outstanding (24.7 in 2007)
|
|
|
24.8
|
|
|
|
24.7
|
|
|
Additional Paid-in Capital
|
|
|
457.2
|
|
|
|
451.6
|
|
|
Retained Earnings
|
|
|
64.1
|
|
|
|
47.0
|
|
|
Accumulated Other Comprehensive Loss
|
|
|
(184.2
|
)
|
|
|
(48.9
|
)
|
|
Total Shareholders' Equity
|
|
|
361.9
|
|
|
|
474.4
|
|
|
Total Liabilities and Shareholders' Equity
|
|
$
|
1,232.4
|
|
|
$
|
1,188.2
|
|
|
|
|
(a) Unaudited.
|
|
|
|
(b) The Company sold certain accounts receivable through an
accounts receivable securitization program (see Form 10-K for
additional information). As a result, accounts receivable have
been reduced, and the Company's retained interest in such
receivables has been reflected as a short-term investment. At both
December 31, 2008 and 2007, the Company had not sold any
participation interests in such accounts receivable.
|
|
Arch Chemicals, Inc.
Condensed Consolidated Statements of Cash Flows (a)
(In millions)
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
2008
|
|
2007
|
|
Operating Activities:
|
|
|
|
|
|
Net Income
|
|
$
|
37.0
|
|
|
$
|
35.3
|
|
|
Adjustments to Reconcile Net Income to Net Cash and Cash
Equivalents Provided by Operating Activities:
|
|
|
|
|
|
Income from Discontinued Operations
|
|
|
-
|
|
|
|
(0.9
|
)
|
|
Loss on Sale of Discontinued Operations
|
|
|
-
|
|
|
|
14.9
|
|
|
Equity in Earnings of Affiliates
|
|
|
(0.4
|
)
|
|
|
(0.5
|
)
|
|
Depreciation and Amortization
|
|
|
45.5
|
|
|
|
45.0
|
|
|
Deferred Taxes
|
|
|
18.2
|
|
|
|
8.0
|
|
|
Impairment
|
|
|
25.8
|
|
|
|
7.9
|
|
|
Restructuring Expense (Payments), Net
|
|
|
(0.8
|
)
|
|
|
1.4
|
|
|
Other (Gains) And Losses
|
|
|
(1.8
|
)
|
|
|
(12.8
|
)
|
|
Changes in Assets and Liabilities, Net of Purchase and Sales of
Businesses:
|
|
|
|
|
|
Accounts Receivable Securitization Program
|
|
|
-
|
|
|
|
-
|
|
|
Receivables
|
|
|
(12.4
|
)
|
|
|
(5.9
|
)
|
|
Inventories
|
|
|
(17.9
|
)
|
|
|
(17.1
|
)
|
|
Other Current Assets
|
|
|
1.3
|
|
|
|
(4.6
|
)
|
|
Accounts Payable and Accrued Liabilities
|
|
|
(31.2
|
)
|
|
|
4.7
|
|
|
Noncurrent Liabilities (b)
|
|
|
(10.4
|
)
|
|
|
(32.1
|
)
|
|
Other Operating Activities
|
|
|
(7.5
|
)
|
|
|
10.9
|
|
|
Net Operating Activities from Continuing Operations
|
|
|
45.4
|
|
|
|
54.2
|
|
|
Cash Flows of Discontinued Operations
|
|
|
-
|
|
|
|
(1.6
|
)
|
|
Net Operating Activities
|
|
|
45.4
|
|
|
|
52.6
|
|
|
Investing Activities:
|
|
|
|
|
|
Capital Expenditures
|
|
|
(53.3
|
)
|
|
|
(41.6
|
)
|
|
Businesses Acquired in Purchase Transactions, Net of Cash Acquired
|
|
|
(125.5
|
)
|
|
|
(14.3
|
)
|
|
Proceeds from Sale of a Business
|
|
|
3.7
|
|
|
|
11.6
|
|
|
Proceeds from Sale of Land and Property
|
|
|
0.7
|
|
|
|
2.8
|
|
|
Other Investing Activities
|
|
|
-
|
|
|
|
(0.9
|
)
|
|
Cash Flows of Discontinued Operations
|
|
|
-
|
|
|
|
-
|
|
|
Net Investing Activities
|
|
|
(174.4
|
)
|
|
|
(42.4
|
)
|
|
Financing Activities:
|
|
|
|
|
|
Long-Term Debt Borrowings
|
|
|
150.0
|
|
|
|
150.0
|
|
|
Long-Term Debt Repayments
|
|
|
(14.6
|
)
|
|
|
(184.8
|
)
|
|
Short-Term Borrowings (Repayments), Net
|
|
|
(7.0
|
)
|
|
|
15.4
|
|
|
Dividends Paid
|
|
|
(19.9
|
)
|
|
|
(19.6
|
)
|
|
Cash Flows of Discontinued Operations
|
|
|
-
|
|
|
|
(0.8
|
)
|
|
Proceeds from Stock Options Exercised and Other Financing
Activities
|
|
|
1.3
|
|
|
|
17.4
|
|
|
Net Financing Activities
|
|
|
109.8
|
|
|
|
(22.4
|
)
|
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
|
|
(3.7
|
)
|
|
|
3.5
|
|
|
Net Decrease in Cash and Cash Equivalents
|
|
|
(22.9
|
)
|
|
|
(8.7
|
)
|
|
Cash and Cash Equivalents, Beginning of Year
|
|
|
73.7
|
|
|
|
82.4
|
|
|
Cash and Cash Equivalents, End of Year
|
|
$
|
50.8
|
|
|
$
|
73.7
|
|
|
|
|
(a) Unaudited.
|
|
|
|
(b) 2007 includes a $36.4 million voluntary contribution for the
Company's U.S. pension plans.
|
|
Arch Chemicals, Inc.
Segment Information (a)
|
|
(In millions)
|
|
|
|
|
|
2008
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Year
|
|
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
Treatment Products:
|
|
|
|
|
|
|
|
|
|
|
|
- HTH Water Products
|
|
$
|
97.8
|
|
|
$
|
191.6
|
|
|
$
|
111.9
|
|
|
$
|
100.3
|
|
|
$
|
501.6
|
|
|
- Personal Care and Industrial Biocides
|
|
|
80.4
|
|
|
|
87.6
|
|
|
|
78.8
|
|
|
|
68.8
|
|
|
|
315.6
|
|
|
- Wood Protection and Industrial Coatings
|
|
|
115.4
|
|
|
|
132.2
|
|
|
|
120.2
|
|
|
|
91.4
|
|
|
|
459.2
|
|
|
Total Treatment Products
|
|
|
293.6
|
|
|
|
411.4
|
|
|
|
310.9
|
|
|
|
260.5
|
|
|
|
1,276.4
|
|
|
Performance Products:
|
|
|
|
|
|
|
|
|
|
|
|
- Performance Urethanes
|
|
|
49.0
|
|
|
|
52.8
|
|
|
|
52.5
|
|
|
|
42.7
|
|
|
|
197.0
|
|
|
- Hydrazine
|
|
|
4.5
|
|
|
|
5.4
|
|
|
|
4.5
|
|
|
|
4.3
|
|
|
|
18.7
|
|
|
Total Performance Products
|
|
|
53.5
|
|
|
|
58.2
|
|
|
|
57.0
|
|
|
|
47.0
|
|
|
|
215.7
|
|
|
Total Sales
|
|
$
|
347.1
|
|
|
$
|
469.6
|
|
|
$
|
367.9
|
|
|
$
|
307.5
|
|
|
$
|
1,492.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating Income (Loss) (b):
|
|
|
|
|
|
|
|
|
|
|
|
Treatment Products:
|
|
|
|
|
|
|
|
|
|
|
|
- HTH Water Products (c, d)
|
|
$
|
6.0
|
|
|
$
|
43.4
|
|
|
$
|
17.3
|
|
|
$
|
(0.8
|
)
|
|
$
|
65.9
|
|
|
- Personal Care and Industrial Biocides
|
|
|
15.9
|
|
|
|
16.0
|
|
|
|
12.3
|
|
|
|
17.9
|
|
|
|
62.1
|
|
|
- Wood Protection and Industrial Coatings
|
|
|
(0.3
|
)
|
|
|
4.0
|
|
|
|
1.6
|
|
|
|
(2.9
|
)
|
|
|
2.4
|
|
|
Total Treatment Products
|
|
|
21.6
|
|
|
|
63.4
|
|
|
|
31.2
|
|
|
|
14.2
|
|
|
|
130.4
|
|
|
Performance Products:
|
|
|
|
|
|
|
|
|
|
|
|
- Performance Urethanes (d)
|
|
|
(0.3
|
)
|
|
|
(2.0
|
)
|
|
|
5.7
|
|
|
|
12.7
|
|
|
|
16.1
|
|
|
- Hydrazine (e)
|
|
|
-
|
|
|
|
0.2
|
|
|
|
-
|
|
|
|
0.9
|
|
|
|
1.1
|
|
|
Total Performance Products
|
|
|
(0.3
|
)
|
|
|
(1.8
|
)
|
|
|
5.7
|
|
|
|
13.6
|
|
|
|
17.2
|
|
|
|
|
|
21.3
|
|
|
|
61.6
|
|
|
|
36.9
|
|
|
|
27.8
|
|
|
|
147.6
|
|
|
General Corporate Expenses (f)
|
|
|
(9.1
|
)
|
|
|
(5.9
|
)
|
|
|
(7.6
|
)
|
|
|
(11.3
|
)
|
|
|
(33.9
|
)
|
|
Total Segment Operating Income (Loss), including Equity in
Earnings of Affiliated Companies
|
|
|
12.2
|
|
|
|
55.7
|
|
|
|
29.3
|
|
|
|
16.5
|
|
|
|
113.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and Impairment (g)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1.3
|
)
|
|
|
(25.8
|
)
|
|
|
(27.1
|
)
|
|
Equity In Earnings of Affiliated Companies
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
(0.4
|
)
|
|
Total Operating Income (Loss)
|
|
|
12.1
|
|
|
|
55.7
|
|
|
|
27.9
|
|
|
|
(9.5
|
)
|
|
|
86.2
|
|
|
Interest Expense, net (h)
|
|
|
(3.3
|
)
|
|
|
(2.7
|
)
|
|
|
(1.2
|
)
|
|
|
(3.5
|
)
|
|
|
(10.7
|
)
|
|
Total Income (Loss) from Continuing Operations before Equity in
Earnings of Affiliated Companies and Taxes
|
|
$
|
8.8
|
|
|
$
|
53.0
|
|
|
$
|
26.7
|
|
|
$
|
(13.0
|
)
|
|
$
|
75.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Year
|
|
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
Treatment Products:
|
|
|
|
|
|
|
|
|
|
|
|
- HTH Water Products
|
|
$
|
95.6
|
|
|
$
|
190.9
|
|
|
$
|
108.6
|
|
|
$
|
87.7
|
|
|
$
|
482.8
|
|
|
- Personal Care and Industrial Biocides
|
|
|
76.9
|
|
|
|
82.7
|
|
|
|
84.2
|
|
|
|
77.2
|
|
|
|
321.0
|
|
|
- Wood Protection and Industrial Coatings
|
|
|
91.1
|
|
|
|
115.9
|
|
|
|
124.5
|
|
|
|
117.6
|
|
|
|
449.1
|
|
|
Total Treatment Products
|
|
|
263.6
|
|
|
|
389.5
|
|
|
|
317.3
|
|
|
|
282.5
|
|
|
|
1,252.9
|
|
|
Performance Products:
|
|
|
|
|
|
|
|
|
|
|
|
- Performance Urethanes
|
|
|
49.1
|
|
|
|
55.2
|
|
|
|
55.2
|
|
|
|
57.3
|
|
|
|
216.8
|
|
|
- Hydrazine
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.0
|
|
|
|
4.4
|
|
|
|
17.9
|
|
|
Total Performance Products
|
|
|
53.8
|
|
|
|
60.0
|
|
|
|
59.2
|
|
|
|
61.7
|
|
|
|
234.7
|
|
|
Total Sales
|
|
$
|
317.4
|
|
|
$
|
449.5
|
|
|
$
|
376.5
|
|
|
$
|
344.2
|
|
|
$
|
1,487.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating Income (Loss) (b):
|
|
|
|
|
|
|
|
|
|
|
|
Treatment Products:
|
|
|
|
|
|
|
|
|
|
|
|
- HTH Water Products (c)
|
|
$
|
4.5
|
|
|
$
|
42.0
|
|
|
$
|
6.4
|
|
|
$
|
11.8
|
|
|
$
|
64.7
|
|
|
- Personal Care and Industrial Biocides (i)
|
|
|
14.2
|
|
|
|
12.5
|
|
|
|
15.1
|
|
|
|
12.4
|
|
|
|
54.2
|
|
|
- Wood Protection and Industrial Coatings
|
|
|
1.3
|
|
|
|
7.0
|
|
|
|
4.6
|
|
|
|
1.0
|
|
|
|
13.9
|
|
|
Total Treatment Products
|
|
|
20.0
|
|
|
|
61.5
|
|
|
|
26.1
|
|
|
|
25.2
|
|
|
|
132.8
|
|
|
Performance Products:
|
|
|
|
|
|
|
|
|
|
|
|
- Performance Urethanes
|
|
|
2.0
|
|
|
|
4.7
|
|
|
|
3.3
|
|
|
|
1.9
|
|
|
|
11.9
|
|
|
- Hydrazine (e)
|
|
|
13.1
|
|
|
|
0.1
|
|
|
|
-
|
|
|
|
0.3
|
|
|
|
13.5
|
|
|
Total Performance Products
|
|
|
15.1
|
|
|
|
4.8
|
|
|
|
3.3
|
|
|
|
2.2
|
|
|
|
25.4
|
|
|
|
|
|
35.1
|
|
|
|
66.3
|
|
|
|
29.4
|
|
|
|
27.4
|
|
|
|
158.2
|
|
|
General Corporate Expenses (f)
|
|
|
(8.2
|
)
|
|
|
(10.6
|
)
|
|
|
(15.7
|
)
|
|
|
(7.9
|
)
|
|
|
(42.4
|
)
|
|
Total Segment Operating Income (Loss) including Equity in
Earnings of Affiliated Companies
|
|
|
26.9
|
|
|
|
55.7
|
|
|
|
13.7
|
|
|
|
19.5
|
|
|
|
115.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and Impairment (j)
|
|
|
-
|
|
|
|
(15.6
|
)
|
|
|
(0.9
|
)
|
|
|
0.1
|
|
|
|
(16.4
|
)
|
|
Equity In Earnings of Affiliated Companies
|
|
|
-
|
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
(0.5
|
)
|
|
Total Operating Income (Loss)
|
|
|
26.9
|
|
|
|
39.9
|
|
|
|
12.7
|
|
|
|
19.4
|
|
|
|
98.9
|
|
|
Interest Expense, net (h)
|
|
|
(4.5
|
)
|
|
|
(3.8
|
)
|
|
|
(3.1
|
)
|
|
|
(1.9
|
)
|
|
|
(13.3
|
)
|
|
Total Income (Loss) from Continuing Operations before Equity in
Earnings of Affiliated Companies and Taxes
|
|
$
|
22.4
|
|
|
$
|
36.1
|
|
|
$
|
9.6
|
|
|
$
|
17.5
|
|
|
$
|
85.6
|
|
|
|
|
(a) Unaudited.
|
|
|
|
(b) Includes equity in earnings of affiliated companies and
excludes restructuring and impairment.
|
|
|
|
(c) Third quarter and year-to-date 2008 include a benefit
related to the antidumping duty ruling for the period of review
from June 1, 2006 through May 31, 2007 of $11.5 million. Fourth
quarter and year-to-date 2007 include a benefit related to the
antidumping duty ruling for the period of review from December 16,
2004 through May 31, 2006 of $14.1 million.
|
|
|
|
(d) Fourth quarter and year-to-date 2008 include the reversal
of penalties and interest related to a Brazilian state import tax
claim recorded in 2004 of $0.3 million and $1.1 million for HTH
Water Products and Performance Urethanes, respectively, due to the
expiration of the statute of limitations.
|
|
|
|
(e) Fourth quarter and year-to-date 2008 include a $0.4 million
gain from a revised estimate of shutdown costs related to the
completion of a contract with the U.S. Government in 2007. First
quarter and year-to-date 2007 includes a $12.8 million gain for
the completion of a contract with the U.S. Government.
|
|
|
|
(f) Includes certain general expenses of the corporate
headquarters that are not allocated to the business segments,
including costs associated with the Company's accounts receivable
securitization program and certain pension expenses.
|
|
|
|
(g) Fourth quarter and year-to-date 2008 include a $24.6
million goodwill impairment charge for the industrial coatings
business and a $1.2 million impairment charge of certain
manufacturing assets for the wood protection and industrial
coatings businesses. Third quarter and year-to-date 2008 include a
charge related to a pension settlement associated with severance
recorded in 2007.
|
|
|
|
(h) Third quarter and year-to-date 2008 include $1.2 million of
interest income related to the favorable antidumping ruling for
the period of review from June 1, 2006 through May 31, 2007.
Fourth quarter and year-to-date 2007 include $1.5 million of
interest income related to the favorable antidumping ruling for
the December 16, 2004 through May 31, 2006 review period.
|
|
|
|
(i) Second quarter and year-to-date 2007 exclude $0.4 million
of inventory disposal costs associated with the Company's decision
to discontinue manufacturing its BIT molecule ("BIT
restructuring").
|
|
|
|
(j) 2007 includes severance, the write-down of manufacturing
assets and other related costs principally associated with the BIT
restructuring.
|