Table of Contents
UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the
quarterly period ended March 31, 2009
OR
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the
transition period from
to
Commission
File No. 1-31946
HOSPIRA,
INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
20-0504497
|
(State or other
jurisdiction
of incorporation
or organization)
|
|
(I.R.S. Employer
Identification
No.)
|
275 North Field Drive
Lake Forest, Illinois 60045
(Address of principal
executive offices, including zip code)
(224) 212-2000
(Registrants
telephone number, including area code)
Indicate
by check mark whether the registrant: (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of
l934 during the preceding l2 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
o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data file required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting
company
o
|
|
|
(Do not check if a
smaller
reporting company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes
o
No
x
As
of April 24, 2009, Registrant had outstanding 160,477,383 shares of common
stock, par value $0.01 per share.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial
Statements
Hospira, Inc.
Condensed
Consolidated Statements of Income
(Unaudited)
(dollars and shares in millions, except for per share amounts)
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
Net sales
|
|
$
|
859.7
|
|
$
|
888.7
|
|
|
|
|
|
|
|
Cost of products sold
|
|
540.1
|
|
571.7
|
|
Restructuring
|
|
9.4
|
|
3.0
|
|
Research and development
|
|
50.0
|
|
49.9
|
|
Selling, general and administrative
|
|
145.5
|
|
152.4
|
|
Total operating expenses
|
|
745.0
|
|
777.0
|
|
Income From Operations
|
|
114.7
|
|
111.7
|
|
|
|
|
|
|
|
Interest expense
|
|
26.9
|
|
31.4
|
|
Other income, net
|
|
(0.3
|
)
|
(4.1
|
)
|
Income Before Income Taxes
|
|
88.1
|
|
84.4
|
|
|
|
|
|
|
|
Income tax (benefit) expense
|
|
(77.4
|
)
|
19.0
|
|
Net Income
|
|
$
|
165.5
|
|
$
|
65.4
|
|
|
|
|
|
|
|
Earnings Per Common Share:
|
|
|
|
|
|
Basic
|
|
$
|
1.04
|
|
$
|
0.41
|
|
Diluted
|
|
$
|
1.03
|
|
$
|
0.41
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
Basic
|
|
159.5
|
|
158.7
|
|
Diluted
|
|
160.6
|
|
161.0
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
Table
of Contents
Hospira, Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
(dollars in millions)
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
Cash Flow From Operating Activities:
|
|
|
|
|
|
Net income
|
|
$
|
165.5
|
|
$
|
65.4
|
|
Adjustments to reconcile net income to net cash from operating
activities-
|
|
|
|
|
|
Depreciation
|
|
41.2
|
|
47.1
|
|
Amortization of intangible assets
|
|
14.7
|
|
16.9
|
|
Stock-based compensation expense
|
|
13.1
|
|
14.4
|
|
Deferred income tax and other tax adjustments
|
|
(89.4
|
)
|
(11.5
|
)
|
Changes in assets and liabilities-
|
|
|
|
|
|
Trade receivables
|
|
20.0
|
|
(13.6
|
)
|
Inventories
|
|
(11.5
|
)
|
(24.8
|
)
|
Prepaid expenses and other assets
|
|
(13.1
|
)
|
11.4
|
|
Trade accounts payable
|
|
(14.2
|
)
|
6.1
|
|
Other liabilities
|
|
(41.7
|
)
|
(47.8
|
)
|
Other, net
|
|
4.7
|
|
9.9
|
|
Net Cash Provided by Operating Activities
|
|
89.3
|
|
73.5
|
|
Cash Flow From Investing Activities:
|
|
|
|
|
|
Capital expenditures (including instruments placed with or leased to
customers)
|
|
(33.8
|
)
|
(42.9
|
)
|
Payments for contingent consideration
|
|
(7.1
|
)
|
|
|
Purchases of intangibles and other investments
|
|
(3.0
|
)
|
(38.2
|
)
|
Net Cash Used in Investing Activities
|
|
(43.9
|
)
|
(81.1
|
)
|
Cash Flow From Financing Activities:
|
|
|
|
|
|
Repayment of long-term debt
|
|
(5.0
|
)
|
(25.0
|
)
|
Other borrowings, net
|
|
(0.7
|
)
|
5.0
|
|
Excess tax benefit from stock-based compensation arrangements
|
|
|
|
0.8
|
|
Proceeds from stock options exercised
|
|
12.6
|
|
12.3
|
|
Net Cash Provided by (Used in) Financing Activities
|
|
6.9
|
|
(6.9
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(6.7
|
)
|
5.5
|
|
Net change in cash and cash equivalents
|
|
45.6
|
|
(9.0
|
)
|
Cash and cash equivalents at beginning of period
|
|
483.8
|
|
241.1
|
|
Cash and cash equivalents at end of period
|
|
$
|
529.4
|
|
$
|
232.1
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
Cash paid during the period-
|
|
|
|
|
|
Interest
|
|
$
|
33.1
|
|
$
|
38.7
|
|
Income taxes, net of refunds
|
|
$
|
9.9
|
|
$
|
6.7
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
Table
of Contents
Hospira, Inc.
Condensed
Consolidated Balance Sheets
(Unaudited)
(dollars
in millions)
|
|
March 31,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
Assets
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
529.4
|
|
$
|
483.8
|
|
Trade receivables, less allowances of $7.6 in 2009 and $6.7 in 2008
|
|
553.0
|
|
583.4
|
|
Inventories
|
|
834.8
|
|
830.5
|
|
Deferred income taxes
|
|
176.8
|
|
172.2
|
|
Prepaid expenses and other current assets
|
|
45.2
|
|
35.7
|
|
Other receivables
|
|
63.1
|
|
43.7
|
|
Total Current Assets
|
|
2,202.3
|
|
2,149.3
|
|
Property and equipment, net
|
|
1,177.1
|
|
1,192.1
|
|
Intangible assets, net
|
|
388.9
|
|
404.4
|
|
Goodwill
|
|
1,157.6
|
|
1,167.4
|
|
Deferred income taxes
|
|
68.4
|
|
70.1
|
|
Investments
|
|
38.2
|
|
37.6
|
|
Other assets
|
|
53.2
|
|
53.2
|
|
Total Assets
|
|
$
|
5,085.7
|
|
$
|
5,074.1
|
|
Liabilities and Shareholders
Equity
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
Short-term borrowings
|
|
$
|
704.1
|
|
$
|
338.3
|
|
Trade accounts payable
|
|
216.6
|
|
231.5
|
|
Salaries, wages and commissions
|
|
107.3
|
|
144.7
|
|
Deferred income taxes
|
|
1.4
|
|
1.5
|
|
Other accrued liabilities
|
|
342.6
|
|
331.5
|
|
Total Current Liabilities
|
|
1,372.0
|
|
1,047.5
|
|
Long-term debt
|
|
1,457.0
|
|
1,834.0
|
|
Deferred income taxes
|
|
23.8
|
|
25.2
|
|
Pension and post-retirement obligations
|
|
194.9
|
|
195.5
|
|
Other long-term liabilities
|
|
96.1
|
|
195.5
|
|
Commitments and Contingencies
|
|
|
|
|
|
Total Shareholders Equity
|
|
1,941.9
|
|
1,776.4
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
5,085.7
|
|
$
|
5,074.1
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
Table of Contents
Hospira, Inc.
Condensed
Consolidated Statement of Changes in Shareholders Equity
(Unaudited)
(dollars and shares in millions)
|
|
Common Stock
|
|
Treasury
|
|
Additional
Paid-in
|
|
Retained
|
|
Accumulated
Other
Comprehensive
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Stock
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Total
|
|
Balances at January 1, 2009
|
|
159.6
|
|
$
|
1.7
|
|
$
|
(299.8
|
)
|
$
|
1,234.2
|
|
$
|
1,136.2
|
|
$
|
(295.9
|
)
|
$
|
1,776.4
|
|
Net income
|
|
|
|
|
|
|
|
|
|
165.5
|
|
|
|
165.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(26.4
|
)
|
(26.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in shareholders equity related to incentive stock programs
|
|
0.5
|
|
|
|
|
|
26.4
|
|
|
|
|
|
26.4
|
|
Balances at March 31, 2009
|
|
160.1
|
|
$
|
1.7
|
|
$
|
(299.8
|
)
|
$
|
1,260.6
|
|
$
|
1,301.7
|
|
$
|
(322.3
|
)
|
$
|
1,941.9
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
6
Table of Contents
Hospira, Inc.
Notes
to Condensed Consolidated Financial Statements
(Unaudited)
Note 1
Basis of Presentation and Accounting Policies
The accompanying unaudited condensed consolidated financial
statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) and, therefore, do not include all
information and footnote disclosures normally included in audited financial
statements in conformity with accounting principles generally accepted in the
United States (GAAP). However, in the opinion of management, all adjustments,
consisting only of normal recurring adjustments, unless otherwise noted herein,
necessary to present fairly the results of operations, financial position and
cash flows have been made. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Hospira, Inc. (Hospira) Annual Report on Form 10-K
for the year ended December 31, 2008. The results of operations for any
interim period are not necessarily indicative of the results of operations to
be expected for the full year.
Certain prior year
amounts have been reclassified to conform to the current year presentation.
Among other changes, during 2009 Hospira reclassified costs that were
previously reported in Cost of products sold to Restructuring, a separate
operating cost line item. See Note 4 for additional details related to
Restructuring. The reclassifications did not affect net income or shareholders
equity.
Adoption of New Accounting Standards
Hospira adopted the
provisions of the Financial Accounting Standards Board (FASB) Staff Position No. FAS
107-1, Interim Disclosures about Fair Value of Financial Instruments (FSP
107-1) to the interim period ending after March 15, 2009. FSP 107-1
expands the fair value disclosures required for all financial instruments
within the scope of Statement of Financial Accounting Standards (SFAS) No. 107
to include interim periods. There was no impact to Hospiras current condensed
consolidated financial position, results of operations or cash flows upon
adoption of this statement.
In December 2008, the FASB issued
FASB Staff Position No. FAS 132(R)-1, Employers Disclosures about
Postretirement Benefit Plan Assets (FSP 132(R)-1). FSP 132(R)-1 requires
more detailed disclosures about Hospiras plan assets, including investment
strategies, major categories of plan assets, concentrations of risk within plan
assets, and valuation techniques used to measure the fair value of plan assets.
Additional disclosures are required for the consolidated financial statements
at Hospiras 2009 year end. There was no impact to Hospiras current condensed
consolidated financial position, results of operations or cash flows.
Hospira adopted the required
provisions of FASB Staff Position No. FAS 142-3, Determination of the
Useful Life of Intangible Assets (FSP 142-3) on January 1, 2009. FSP
142-3 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other
Intangible Assets. This guidance will be applied prospectively to intangible
assets acquired on or after January 1, 2009. There was no impact to
Hospiras current condensed consolidated financial position, results of
operations or cash flows upon adoption of this statement.
Hospira adopted the
provisions of SFAS No. 161, Disclosures About Derivative Instruments and
Hedging Activities an amendment of FASB Statement
No. 133 (SFAS No. 161) on January 1,
2009. SFAS No. 161 expands the disclosure requirements for derivative
instruments and hedging activities.
There was no impact to
Hospiras current condensed consolidated financial position, results of
operations or cash flows upon adoption of this statement.
Hospira adopted the provisions of Emerging Issues Task
Force (EITF) Issue No. 07-1, Accounting for Collaborative Arrangements
(EITF 07-1) on January 1, 2009. EITF 07-1 provides guidance on how to
determine whether an arrangement constitutes a collaborative arrangement, how
costs incurred and revenue generated on sales to third parties should be
reported by the participants in a collaborative arrangement, how payments made
between participants in a collaborative arrangement should be characterized,
and what participants should disclose in the notes to the financial statements
about a collaborative arrangement.
There was no impact to
Hospiras current condensed consolidated financial position, results of
operations or cash flows upon adoption of this statement.
Hospira adopted the provisions of SFAS No. 141
(revised 2007), Business Combinations (SFAS No. 141R) on January 1,
2009. SFAS No. 141R establishes principles and requirements for the
reporting entity in a business combination, including recognition and
measurement in the financial statements of the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree. This
statement also establishes disclosure requirements to enable financial
statement users to evaluate the nature and financial effects of the business
combination. SFAS No. 141R is effective for business combinations that
close in years beginning on
7
Table
of Contents
or after December 15, 2008.
There was no
impact to Hospiras current condensed consolidated financial position, results
of operations or cash flows upon adoption of this statement.
The provisions of FASB Staff Position No. FAS 157-2, Effective Date
of FASB Statement No. 157 (FSP 157-2) delayed the effective date of the
application of SFAS No. 157 to fiscal years beginning after November 15,
2008, for all nonfinancial assets and nonfinancial liabilities that are
recognized or disclosed at fair value in the financial statements on a
non-recurring basis.
There was no impact to Hospiras current condensed
consolidated financial position, results of operations or cash flows upon
adoption of this statement.
Note 2
Investments
In
April 2008, Hospira purchased $24.5 million of marketable equity
securities and through March 31, 2009 the market value declined,
principally in 2008, by $18.2 million. The volatility in the global equity
markets, length of time the investments market value is below the invested
value, and other factors could adversely impact the fair value of the
investment and, as a consequence, could result in a charge for an
other-than-temporary decline in value. Hospira assessed the decline in the
market value to be temporary based on an investment evaluation considering the
items above, Hospiras ability and intent to remain invested and the prospects
for recovery among other factors.
Note 3
Fair Value Measures
The following table summarizes the basis
used to measure certain assets and liabilities at fair value, under the
provisions of SFAS No. 157
Fair Value Measurements,
in the balance sheet:
|
|
|
|
Fair Value Measurements at Reporting Date, Using:
|
|
Description (dollars in millions)
|
|
March 31, 2009
|
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Available-for-sale marketable securities
|
|
$
|
4.9
|
|
$
|
4.9
|
|
$
|
|
|
$
|
|
|
Foreign currency forward exchange contracts
|
|
2.1
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Foreign currency forward exchange contracts
|
|
$
|
6.7
|
|
$
|
|
|
$
|
6.7
|
|
$
|
|
|
The fair value of
the Level 1 assets is based on quoted market prices of the identical underlying
security in an active market. The fair value of the Level 2 assets and
liabilities is based on market observable inputs to quoted market prices,
benchmark yields and broker/dealer quotes.
Level 3 inputs, as
applicable, are unobservable inputs which reflect assumptions developed by
management to measure assets and liabilities at fair value.
Note 4
Restructuring Actions
As part of its strategy to improve margins
and cash flows, Hospira has taken a number of actions to reduce operating costs
and optimize operations. The costs related to these actions consist primarily
of severance and other employee benefit costs, accelerated depreciation
resulting from the decreased useful lives of the buildings and certain
equipment, and other exit costs. Hospira will transfer related operations and
production of the primary products from facilities impacted by these actions to
other Hospira facilities, outsource certain product components to third-party
suppliers, or cease activities entirely. Restructuring costs incurred for these
actions during the three months ended March 31, 2009 and 2008 were $9.4
million and $3.0 million, respectively.
2009 Actions.
In March 2009, Hospira announced details
to a multi-stage restructuring and optimization plan (Project Fuel) which
will occur over the next two years. Project Fuel includes the following
activities: optimizing the product portfolio, evaluating non-strategic assets,
and streamlining the organizational structure. Hospira expects to incur
aggregate restructuring charges through 2011 related to these actions in the
range of $100 million to $110 million on a pre-tax basis. During the three
months ended March 31, 2009 Hospira incurred, primarily in the Americas
segment, pre-tax restructuring costs of $4.7 million.
8
Table of
Contents
The
following summarizes the Project Fuel restructuring activity for 2009:
(dollars in millions)
|
|
Balance at
December 31, 2008
|
|
Costs
Incurred
|
|
Payments
|
|
Non cash
Items
|
|
Balance at
March 31, 2009
|
|
Employee-related benefit costs
|
|
$
|
|
|
$
|
4.6
|
|
$
|
(1.3
|
)
|
$
|
|
|
$
|
3.3
|
|
Other
|
|
|
|
0.1
|
|
|
|
|
|
0.1
|
|
|
|
$
|
|
|
$
|
4.7
|
|
$
|
(1.3
|
)
|
$
|
|
|
$
|
3.4
|
|
2008 Actions.
In April 2008,
Hospira announced a plan to exit manufacturing operations at its Morgan Hill,
California plant over the next two years.
Hospira expects to incur
aggregate restructuring charges through 2011 related to these actions in the
range of $20 million to $24 million on a pre-tax basis. Hospira has incurred $11.8
million, pre-tax, to date for restructuring charges related to these actions.
During the three months ended March 31, 2009 Hospira incurred in the
Americas segment pre-tax restructuring costs of $3.0 million.
The
following summarizes the Morgan Hill, California restructuring activity for
2009:
(dollars in millions)
|
|
Balance at
December 31, 2008
|
|
Costs
Incurred
|
|
Payments
|
|
Non cash
Items
|
|
Balance at
March 31, 2009
|
|
Employee-related benefit costs
|
|
$
|
6.6
|
|
$
|
2.5
|
|
$
|
(0.5
|
)
|
$
|
|
|
$
|
8.6
|
|
Accelerated depreciation
|
|
|
|
0.4
|
|
|
|
(0.4
|
)
|
|
|
Other
|
|
|
|
0.1
|
|
(0.1
|
)
|
|
|
|
|
|
|
$
|
6.6
|
|
$
|
3.0
|
|
$
|
(0.6
|
)
|
$
|
(0.4
|
)
|
$
|
8.6
|
|
2006 Actions.
In February 2006,
Hospira announced plans to close plants in Ashland, Ohio, Montreal, Canada and
North Chicago, Illinois and completed these plans in 2007, 2008, and in March 2009,
respectively. Hospira incurred $50.7 million, pre-tax, to date for
restructuring charges related to these actions. During the three months ended March 31,
2009 and 2008, Hospira incurred in the Americas segment pre-tax restructuring costs
of $1.7 million and $3.0 million, respectively.
The
following summarizes the Ashland, Ohio; Montreal, Canada; and North Chicago,
Illinois restructuring activity for 2009:
(dollars in millions)
|
|
Balance at
December 31, 2008
|
|
Costs
Incurred
|
|
Payments
|
|
Non cash
Items
|
|
Balance at
March 31, 2009
|
|
Employee-related benefit costs
|
|
$
|
10.8
|
|
$
|
1.4
|
|
$
|
(6.6
|
)
|
$
|
|
|
$
|
5.6
|
|
Accelerated depreciation
|
|
|
|
0.3
|
|
|
|
(0.3
|
)
|
|
|
Other
|
|
1.0
|
|
|
|
(0.1
|
)
|
|
|
0.9
|
|
|
|
$
|
11.8
|
|
$
|
1.7
|
|
$
|
(6.7
|
)
|
$
|
(0.3
|
)
|
$
|
6.5
|
|
Note 5
Financial Instruments and Derivatives
Hospira is exposed to market risk primarily
due to changes in currency exchange rates and interest rates. The objective in
managing these risks is to reduce volatility on earnings and cash flows. To
reduce the risk, Hospira enters into certain derivative financial instruments,
when available on a cost-effective basis, to hedge its underlying economic
exposure. To manage currency exchange rate exposures, Hospira utilizes foreign
currency forward exchange contracts not formally designated as hedges under
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. To manage interest rate exposures, Hospira utilizes interest rate
swap contracts comprised principally of fixed-to-floating rate interest rate
swaps, which as designated are subject to fair-value hedge accounting treatment
until termination, at which time the related gain or loss is deferred and
amortized over the remaining term of the notes.
For a more detailed description of Hospiras
financial instruments and derivatives and short-term borrowings and long-term
debt, see Note 6 and Note 10, respectively, to Hospiras consolidated financial
statements included in Hospiras Annual Report on Form 10-K for the year
ended December 31, 2008.
9
Table of Contents
The following table summarizes Hospiras fair
value of outstanding derivatives not designated as hedging instruments:
(dollars in millions)
|
|
Balance Sheet Location
|
|
March 31, 2009
|
|
December 31, 2008
|
|
Foreign currency forward exchange contracts:
|
|
Other receivables
|
|
$
|
2.1
|
|
$
|
|
|
|
|
Other liabilities
|
|
|
6.7
|
|
|
12.7
|
|
The following table summarizes the aggregate
unrecognized gains (losses) on terminated interest rate swap contracts:
(dollars in millions)
|
|
Balance Sheet Location
|
|
March 31, 2009
|
|
December 31, 2008
|
|
Interest rate swap contracts:
|
|
Short-term borrowings
|
|
$
|
1.5
|
|
$
|
2.1
|
|
|
|
Long-term debt
|
|
4.2
|
|
4.4
|
|
|
|
Accumulated other
comprehensive loss
|
|
|
(0.8
|
)
|
|
(1.1
|
)
|
The impact on earnings from derivatives not
designated as hedging instruments, from interest rate swap contracts that
qualified as fair-value hedges prior to termination and terminated interest
rate swap contracts were as follows for the three months ended March 31:
(dollars in millions)
|
|
Location of Gain (Loss) Recognized on Derivatives
|
|
2009
|
|
2008
|
|
Foreign currency forward exchange contracts
|
|
Other income, net
|
|
$
|
5.9
|
|
$
|
(8.4
|
)
|
Interest rate swap contracts - Fair-value
|
|
Interest expense
|
|
|
|
0.6
|
|
Interest rate swap contracts - Terminated
|
|
Interest expense
|
|
|
0.4
|
|
|
|
|
The carrying values of certain financial instruments,
including primarily cash and cash equivalents, and accounts receivable and
payable, approximate their estimated fair values due to their short-term
nature. The carrying value and estimated aggregate fair value of the senior
unsecured notes are as follows.
|
|
March 31, 2009
|
|
December 31, 2008
|
|
Description (dollars in millions)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Senior unsecured notes
|
|
$
|
2,125.0
|
|
$
|
2,009.2
|
|
$
|
2,125.0
|
|
$
|
1,924.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6
Stock-Based Compensation
Hospiras
2004 Long-Term Incentive Plan provides for the grant of shares of stock
options, stock appreciation rights, stock awards (restricted stock, restricted
stock units, performance shares, performance units), and cash-based awards to
employees and non-employee directors. Costs resulting from share-based payment
transactions are recognized as compensation cost over the vesting period based
on the fair value of the instrument on the date of grant. Stock-based
compensation expense of $13.1 million and $14.4 million was recognized for the
three months ended March 31, 2009 and 2008, respectively, primarily
resulting from stock option awards. The related income tax benefit recognized
was $4.6 million and $5.4 million, respectively.
In
March 2009, 3.5 million options were granted to certain employees for the
2009 annual stock option grant. These options were awarded at the fair market
value at the time of grant, generally vest over three years, and have a
seven-year term.
10
Table of
Contents
The
weighted average fair value using the Black-Scholes option-pricing model, and
the corresponding weighted average assumptions during the three months ended March 31
are as follows:
|
|
2009
|
|
2008
|
|
Volatility
|
|
30.2
|
%
|
28.0
|
%
|
Expected life (years)
|
|
4.5
|
|
4.5
|
|
Risk-free interest rate
|
|
1.8
|
%
|
2.3
|
%
|
Dividend yield
|
|
0.0
|
%
|
0.0
|
%
|
Fair value per stock option
|
|
$
|
6.30
|
|
$
|
11.81
|
|
|
|
|
|
|
|
|
|
In
March 2009, 515,206 performance share awards were granted to key members
of management. The performance share awards vest at the end of the three-year
performance cycle. The 2009 performance share award is based on a formula that
measures performance using relative total shareholder return over the
three-year performance cycle compared to an industry peer group. Based on the
actual performance, at interim periods, and at the end of the performance
cycle, the number of performance share awards earned, which can range between
0% and 200% of the target awards granted, will be satisfied with Hospira common
stock.
The
weighted average fair value using the Monte Carlo simulation model, and the
corresponding weighted average assumptions during the three months ended March 31
are as follows:
|
|
2009
|
|
2008
|
|
Volatility
|
|
37.2
|
%
|
27.9
|
%
|
Risk-free interest rate
|
|
1.2
|
%
|
2.0
|
%
|
Dividend yield
|
|
0.0
|
%
|
0.0
|
%
|
Fair value per performance share
|
|
$
|
24.98
|
|
$
|
62.39
|
|
|
|
|
|
|
|
|
|
As
of March 31, 2009, there was $66.2 million of total unrecognized
compensation costs related to non-vested share-based compensation arrangements.
This cost is expected to be recognized over a weighted average period of 2.2 years.
Note 7
Pension and Post-Retirement Benefits
Retirement plans consist of defined benefit
and legislated obligations such as employee severance indemnity plans (pension
plans), post-retirement medical and dental plans (medical and dental plans),
and defined contribution plans. Plans cover certain employees both in and
outside of the U.S.
Net cost
recognized for the pension plans and medical and dental plans for the three
months ended March 31, is as follows:
|
|
Pension Plans
|
|
Medical and Dental Plans
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Service cost for benefits earned during the period
|
|
$
|
0.3
|
|
$
|
0.5
|
|
$
|
|
|
$
|
0.1
|
|
Interest cost on projected benefit obligations
|
|
6.5
|
|
6.2
|
|
0.8
|
|
0.9
|
|
Expected return on plans assets
|
|
(7.0
|
)
|
(7.2
|
)
|
|
|
|
|
Net amortization
|
|
0.9
|
|
0.8
|
|
0.2
|
|
0.3
|
|
Net cost
|
|
$
|
0.7
|
|
$
|
0.3
|
|
$
|
1.0
|
|
$
|
1.3
|
|
Based on current Federal laws, regulations
and application guidance issued in 2009, Hospira is not required to make any
contributions and does not expect to make any discretionary contributions to
its pension plans for the remainder of 2009. While Hospiras funding policy
requires contributions to our defined benefit plans equal to the amounts
necessary to, at a minimum, satisfy the funding requirements as prescribed by
Federal laws and regulations, Hospira does make discretionary contributions
when management deems it is prudent to do so.
Certain Hospira employees participate in the Hospira
401(k) Retirement Savings Plan. Hospiras contributions to this defined
contribution plan for the three months ended March 31, 2009 and 2008 were
$9.4 million and $9.1 million, respectively.
11
Table of Contents
Note 8
Income Taxes
Taxes on income reflect
the estimated annual effective rates, excluding the effect of significant
unusual items. The effective tax rates are less than the statutory U.S. federal
income tax rate principally due to the benefit of tax exemptions, of varying
durations, in several non-U.S. taxing jurisdictions.
During the three months
ended March 31, 2009, the Internal Revenue Service (IRS) audit of
Hospiras 2004 and 2005 tax returns was concluded and the years were
effectively settled. The outcome of the audit settlement is a reduction in the
gross unrecognized tax benefits for both the audit years settled and resultant
impact on tax years 2006 through 2008 in aggregate totaling $100.7 million, of
which $91.9 million is recognized in the results for the three months ended March 31,
2009 as a discrete income tax benefit. The remaining amounts represent net
changes to current taxes payable and deferred tax accounts. This outcome
includes interest and state tax impacts.
Hospira remains open to tax examination for
post-May 1, 2004 periods in all major tax-paying jurisdictions, including
Australia, Canada, Ireland, Italy, United Kingdom, and for years 2006 forward
for the United States. The IRS began the U.S. tax audit of years 2006 and 2007
during the three months ended March 31, 2009.
Note 9
Earnings per Share
Basic earnings per share
are computed by dividing net income by the number of weighted average common
shares outstanding during the reporting period. Diluted earnings per share are
calculated to give effect to all potentially dilutive common shares that were
outstanding during the reporting period. The following table shows the effect
of stock-based awards on the weighted average number of shares outstanding used
in calculating diluted earnings per share for the three months ended March 31:
(shares in millions)
|
|
2009
|
|
2008
|
|
Weighted average basic common shares outstanding
|
|
159.5
|
|
158.7
|
|
Incremental shares outstanding related to stock-based awards
|
|
1.1
|
|
2.3
|
|
Weighted average dilutive common shares outstanding
|
|
160.6
|
|
161.0
|
|
The number of outstanding options to purchase Hospira
stock for which the exercise price of the options exceeded the average stock
price was 12.1 million and 5.5 million for the three months ended March 31,
2009 and 2008, respectively. Accordingly, these options are excluded from the
diluted earnings per share calculation for these periods.
Note 10
Supplemental Financial Information
Inventories consist of
the following:
|
|
March 31,
|
|
December 31,
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
Finished products
|
|
$
|
503.3
|
|
$
|
510.1
|
|
Work in process
|
|
131.5
|
|
130.6
|
|
Materials
|
|
200.0
|
|
189.8
|
|
Total inventories
|
|
$
|
834.8
|
|
$
|
830.5
|
|
Property and equipment,
net consists of the following:
|
|
March 31,
|
|
December 31,
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
Property and equipment, at cost
|
|
$
|
2,479.9
|
|
$
|
2,540.5
|
|
Accumulated depreciation
|
|
(1,302.8
|
)
|
(1,348.4
|
)
|
Total property and equipment, net
|
|
$
|
1,177.1
|
|
$
|
1,192.1
|
|
12
Table of Contents
Other
long-term liabilities consist of the following:
|
|
March 31,
|
|
December 31,
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
Unrecognized tax benefits, penalties and interest
(1)
|
|
$
|
75.1
|
|
$
|
174.9
|
|
All other
|
|
21.0
|
|
20.6
|
|
Total other long-term liabilities
|
|
$
|
96.1
|
|
$
|
195.5
|
|
(1) Reflects conclusion and effective settlement
of the IRS audit of Hospiras 2004 and 2005 tax returns during the three months
ended March 31, 2009, see Note 8 for further details.
Note 11
Goodwill and Intangible Assets, Net
The following summarizes goodwill and
intangible assets, net activity:
|
|
|
|
|
|
|
|
Currency
|
|
|
|
|
|
Balance at
|
|
|
|
|
|
Translation Effect
|
|
Balance at
|
|
(dollars in millions)
|
|
December 31, 2008
|
|
Acquisitions
|
|
Amortization
|
|
and Other
|
|
March 31, 2009
|
|
Goodwill
|
|
$
|
1,167.4
|
|
$
|
|
|
$
|
|
|
$
|
(9.8
|
)
|
$
|
1,157.6
|
|
Intangible assets, net
|
|
404.4
|
|
|
|
(14.7
|
)
|
(0.8
|
)
|
388.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets have definite lives and are
amortized on a straight-line basis over their estimated useful lives (2 to 11
years, weighted average 10 years). Intangible asset amortization expense was
$14.7 million and $16.9 million for the three months ended March 31, 2009
and 2008, respectively. Intangible asset amortization for each of the five
succeeding fiscal years is estimated at $45 million for the remainder of 2009,
$59 million for 2010, $56 million for 2011, $45 million for 2012, and $44
million for 2013.
Additionally, intangible assets, net consist
of the following:
|
|
March 31, 2009
|
|
December 31, 2008
|
|
(dollars in millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Intangible
Assets
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Intangible
Assets
|
|
Product rights
|
|
$
|
465.6
|
|
$
|
(105.8
|
)
|
$
|
359.8
|
|
$
|
464.3
|
|
$
|
(92.0
|
)
|
$
|
372.3
|
|
Customer relationships
|
|
28.0
|
|
(8.4
|
)
|
19.6
|
|
28.1
|
|
(7.5
|
)
|
20.6
|
|
Technology
|
|
13.7
|
|
(4.2
|
)
|
9.5
|
|
15.1
|
|
(3.6
|
)
|
11.5
|
|
|
|
$
|
507.3
|
|
$
|
(118.4
|
)
|
$
|
388.9
|
|
$
|
507.5
|
|
$
|
(103.1
|
)
|
$
|
404.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12
Short-term Borrowings and
Long-term Debt
For a more detailed description of Hospiras
short-term borrowings and long-term debt, see Note 10 to Hospiras consolidated
financial statements included in Hospiras Annual Report on Form 10-K for
the year ended December 31, 2008.
Beginning in March 2009, the $375.0
million principal amount of floating rate notes are classified as short-term
borrowings as they mature in March 2010. The $300.0 million principal
4.95% senior unsecured notes mature in June 2009 and are expected to be
paid in full. The remaining $5.0 million in principal outstanding as of December 31,
2008, under the $500.0 million three-year term loan facility due March 2010
was paid in January 2009.
Hospira has a five-year
$375.0 million unsecured revolving credit facility (the Revolver). The
Revolver is available for working capital and other requirements. As of March 31,
2009, Hospira had no amounts outstanding under the Revolver.
Certain of our borrowing agreements contain covenants
that require compliance with, among other things, a maximum leverage ratio and
a minimum interest coverage ratio. As of March 31, 2009, Hospira was in
compliance with all applicable covenants.
Note
13
Litigation
Hospira is involved in
various claims and legal proceedings, as well as product liability claims and
proceedings related to Hospiras business, including in some instances when
Hospira operated as part of Abbott Laboratories (Abbott).
13
Table
of Contents
Various state and federal
agencies, including the U.S. Department of Justice and various state attorneys
general, are investigating or have lawsuits pending against a number of
pharmaceutical companies, including Abbott, for allegedly engaging in improper
marketing and pricing practices with respect to certain Medicare and Medicaid
reimbursable products, including practices relating to average wholesale price
(AWP). These are civil investigations that are seeking to identify the
practices and determine whether those practices violated any laws, including
federal and state false claims acts, or constituted fraud in connection with
the Medicare and/or Medicaid reimbursement paid to third parties. In
addition, Abbott is a defendant in a number of lawsuits on behalf of
individuals or entities, including healthcare insurers and other third-party
payors, that allege generally that Abbott and numerous other pharmaceutical
companies reported false or misleading pricing information in connection with
federal, state and private reimbursement for certain drugs. Some of the
products involved in these investigations and lawsuits are Hospira products.
There may be additional investigations or lawsuits, or additional claims in the
existing investigations or lawsuits, initiated with respect to these matters in
the future. Hospira cannot be certain that it will not be named as a
subject or defendant in these investigations or lawsuits. The previously
reported lawsuit,
State of Hawaii v. Abbott
Laboratories, Inc., et al.
, Case No. 06-1-0720-04 (First
Circuit, Hawaii), filed April 2006, has been dismissed without payment by,
or other consideration paid by Hospira. Abbott will indemnify Hospira for
liabilities associated with AWP investigations and lawsuits, if any, only to
the extent that they are of the same nature as the lawsuits and investigations
that existed against Abbott as of the spin-off date and relate to the sale of
Hospira products prior to the spin-off. Hospira will assume any other
losses that may result from these investigations and lawsuits related to
Hospiras products, including any losses associated with post-spin-off
activities. These investigations and lawsuits could result in changes to
Hospiras business practices or pricing policies, civil or criminal monetary
damages, penalties or fines, imprisonment and/or exclusion of Hospira products
from participation in federal and state healthcare programs, including
Medicare, Medicaid and Veterans Administration health programs, any of which
could have a material adverse effect on its business, profitability and
financial condition.
Hospira has been named as a defendant in a lawsuit
alleging generally that the spin-off of Hospira from Abbott resulted in a mass termination of employees
so as to interfere with the future attainment of benefits in violation of the
Employee Retirement Income Security Act of 1974 (ERISA). The lawsuit was
filed on November 8, 2004 in the United States District Court for the
Northern District of Illinois, and is captioned:
Myla Nauman, Jane Roller and Michael Loughery v.
Abbott Laboratories and Hospira, Inc.
Plaintiffs
generally seek reinstatement in Abbott benefit plans, disgorgement of profits
and attorneys fees. On November 18, 2005, the complaint was amended to
assert an additional claim against Abbott and Hospira for breach of fiduciary
duty under ERISA. Hospira has been dismissed as a defendant with respect
to the fiduciary duty claim. By Order dated December 30, 2005, the
Court granted class action status to the lawsuit. As to the sole claim
against Hospira in the original complaint, the court certified a class defined
as: all employees of Abbott who were participants in the Abbott Benefit
Plans and whose employment with Abbott was terminated between August 22,
2003 and April 30, 2004, as a result of the spin-off of the HPD [Hospital
Products Division]/creation of Hospira announced by Abbott on August 22,
2003, and who were eligible for retirement under the Abbott Benefit Plans on
the date of their terminations. In July 2008, the court denied
defendants motions for summary judgment. Hospira denies all material
allegations asserted against it in the complaint. Trial of this matter began in
April of 2009.
In the third quarter of 2008, Hospira received
notice from Abbott requesting that Hospira indemnify Abbott for all liabilities
that Abbott may incur in connection with this litigation. Hospira denies any
obligation to indemnify Abbott for the claims asserted against Abbott in this
litigation.
On August 12, 2005, Retractable Technologies, Inc.
(RTI) filed a lawsuit against Abbott alleging breach of contract and
fraud in connection with a National Marketing and Distribution Agreement (Agreement)
between Abbott and RTI signed in May 2000.
Retractable Technologies, Inc. v. Abbott Laboratories, Inc.
,
Case No. 505CV157, pending in U.S. District Court for the Eastern District
of Texas. RTI purported to terminate the contract for breach in 2003. The
lawsuit alleges that Abbott misled RTI and breached the Agreement in connection
with Abbotts marketing efforts. RTI seeks unspecified monetary damages as well
as punitive damages. Hospira has conditionally agreed to defend and indemnify
Abbott in connection with this lawsuit, which involves a contract carried out
by Abbotts former Hospital Products Division. Abbott denies all material
allegations in the complaint. Abbott has brought counterclaims against RTI for
breach of the Agreement, including failure to pay marketing fees owed to
Abbott. Hospira is entitled, pursuant to its agreements with Abbott, to any
amounts recovered due to RTIs breach of the Agreement. On February 9,
2007, the court ruled that RTI could not be compelled to arbitrate its claims.
On June 2, 2008, the Fifth Circuit Court of Appeals upheld that decision
in a 2-1 ruling. The case will now
proceed in the U.S. District Court for the Eastern District of Texas.
Hospiras litigation
exposures, including product liability claims, are evaluated each reporting
period. Hospiras reserves, which are not significant at March 31, 2009
and December 31, 2008, are the best estimate of loss, as defined by
SFAS No. 5, Accounting for Contingencies. Based upon information that
is currently available, management believes that the likelihood of a material
loss in excess of recorded amounts is remote.
Additional legal
proceedings may occur that may result in a change in the estimated reserves
recorded by Hospira. It is not feasible to predict the outcome of such
proceedings with certainty and there can be no assurance that their ultimate
disposition will not have a material adverse effect on Hospiras financial
position, cash flows, or results of operations.
14
Table of Contents
Note 14
Shareholders Equity
Common Stock
Hospira is authorized to issue
400.0 million shares of common stock, par value $0.01 per share, and
50.0 million shares of preferred stock, par value $0.01 per share. As of March 31,
2009 and December 31, 2008, 167.7 million and 167.2 million common shares
were issued and 160.1 million and 159.6 million common shares were
outstanding, respectively.
Treasury Stock
Hospira has repurchased
7.6 million shares for $299.8 million in the aggregate under the 2006 board
authorization, all of which were purchased during 2006. Hospira does not expect
to repurchase any shares in 2009 under this program.
Note 15
Comprehensive Income and Accumulated Other Comprehensive (Loss)
,
net of tax
Comprehensive income,
net, of taxes for the three months ended March 31, consists of the
following:
(dollars in millions)
|
|
2009
|
|
2008
|
|
Foreign currency translation adjustments, net of taxes of $0.0
|
|
$
|
(27.3
|
)
|
$
|
58.7
|
|
Pension liability adjustments, net of taxes $(0.4) million and $(0.7)
million for the three months ended March 31, 2009 and 2008, respectively
|
|
0.6
|
|
1.1
|
|
Unrealized gains on cash flow hedges, net of taxes $(0.2) million and
$0.0 million for the three months ended March 31, 2009 and 2008,
respectively
|
|
0.3
|
|
0.1
|
|
Other comprehensive (loss) income
|
|
(26.4
|
)
|
59.9
|
|
Net Income
|
|
165.5
|
|
65.4
|
|
Comprehensive Income
|
|
$
|
139.1
|
|
$
|
125.3
|
|
Accumulated other
comprehensive (loss), net, of taxes consists of the following:
|
|
March 31,
|
|
December 31,
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
Cumulative foreign currency translation adjustments, net of taxes of
$0.0
|
|
$
|
(205.2
|
)
|
$
|
(177.9
|
)
|
Cumulative retirement plans unrealized losses, net of taxes $63.5
million and $63.9 million, respectively
|
|
(99.5
|
)
|
(100.1
|
)
|
Cumulative unrealized losses on marketable equity securities, net of
taxes of $0.0
|
|
(16.8
|
)
|
(16.8
|
)
|
Cumulative unrealized losses on cash flow hedges, net of taxes $0.5
million and $0.7 million, respectively
|
|
(0.8
|
)
|
(1.1
|
)
|
Accumulated Other Comprehensive Loss
|
|
$
|
(322.3
|
)
|
$
|
(295.9
|
)
|
Note 16
Segment Information
Hospira conducts
operations worldwide and is managed in three reportable segments: Americas,
EMEA and APAC. The Americas segment includes the United States, Canada and
Latin America; the EMEA segment includes Europe, the Middle East and Africa,
while the APAC segment includes Asia, Japan and Australia. In all segments,
Hospira sells a broad line of products, including specialty injectable
pharmaceuticals, other pharmaceuticals, medication management systems and other
devices. Specialty Injectable Pharmaceuticals include generic injectables and
proprietary specialty injectables. Other Pharmaceuticals include large volume
I.V. solutions, nutritionals and contract manufacturing services. Medication
Management Systems include infusion pumps, related software, services and
administration sets. Other Devices include gravity administration sets,
critical care products and other device products.
Hospiras underlying
accounting records are maintained on a legal entity basis for government and
public reporting requirements. Segment disclosures are on a performance basis
consistent with internal management reporting. For internal management
reporting, intersegment transfers of inventory are recorded at standard cost
and are not a measure of segment income from operations. The costs of certain
corporate functions, stock-based compensation, interest expense, and other income,
net that benefit the entire
15
Table
of Contents
organization are not
allocated. The following segment information has been prepared in accordance
with the internal accounting policies of Hospira, as described above.
Reportable segment information:
The table below presents
information about Hospiras reportable segments for the three months ended March 31:
|
|
Net Sales
|
|
Income from Operations
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
684.7
|
|
$
|
674.2
|
|
$
|
141.6
|
|
$
|
136.3
|
|
EMEA
|
|
121.2
|
|
152.8
|
|
4.2
|
|
4.5
|
|
APAC
|
|
53.8
|
|
61.7
|
|
2.7
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segments
|
|
$
|
859.7
|
|
$
|
888.7
|
|
148.5
|
|
142.9
|
|
|
|
|
|
|
|
|
|
|
|
Corporate functions
|
|
|
|
|
|
(20.7
|
)
|
(16.8
|
)
|
Stock-based compensation
|
|
|
|
|
|
(13.1
|
)
|
(14.4
|
)
|
Income from operations
|
|
|
|
|
|
114.7
|
|
111.7
|
|
Interest expense and other income, net
|
|
|
|
|
|
(26.6
|
)
|
(27.3
|
)
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
|
|
$
|
88.1
|
|
$
|
84.4
|
|
16
Table
of Contents
Item
2. Managements Discussion and Analysis
of Financial Condition and Results of Operations
Forward-Looking
Statements
This report contains
forward-looking statements within the meaning of the federal securities laws.
Hospira intends that these forward-looking statements be covered by the safe
harbor provisions for forward-looking words such as may, will, should, anticipate,
estimate, expect, plan, believe, predict, potential, project, intend,
could, or similar expressions. In particular, statements regarding Hospiras
plans, strategies, prospects and expectations regarding its business and
industry are forward-looking statements. Investors should be aware that these
statements and any other forward-looking statements in this document only
reflect Hospiras expectations and are not guarantees of performance. These
statements involve risks, uncertainties and assumptions. Many of these risks,
uncertainties and assumptions are beyond Hospiras control, and may cause
actual results and performance to differ materially from expectations.
Important factors that could cause Hospiras actual results to be materially
different from its expectations include (i) the risks and uncertainties
described in Item 1A. Risk Factors in Hospiras Annual Report on Form 10-K
for the year ended December 31, 2008 (the 2008 Form 10-K), and (ii) the
factors described in Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations in the 2008 Form 10-K, as updated by
this Item 2. Accordingly, you should not place undue reliance on the
forward-looking statements contained in this report. These forward-looking
statements speak only as of the date on which the statements were made. Hospira
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Overview
Hospira is a global
specialty pharmaceutical and medication delivery company that develops,
manufactures and markets products that help improve the safety, cost and
productivity of patient care. Hospiras portfolio includes generic acute-care
and oncology injectables, as well as integrated infusion therapy and medication
management systems. Hospiras broad portfolio of products is used by hospitals
and alternate site providers, such as clinics, home healthcare providers and
long-term care facilities.
Certain prior year
amounts have been reclassified to conform to the current year presentation.
Among other changes, during 2009 Hospira reclassified costs that were
previously reported in Cost of products sold to Restructuring, a separate
operating cost line item. The reclassifications did not affect net income or
shareholders equity.
Cost-Reduction
and Optimization Activities
As part of its strategy to improve margins
and cash flows, Hospira has taken a number of actions to reduce operating costs
and optimize operations. The costs related to these actions consist primarily
of severance and other employee benefit costs, accelerated depreciation
resulting from the decreased useful lives of the buildings and certain
equipment, relocation of production, process optimization implementation cost
and other exit costs. Hospira will transfer related operations and production
of the primary products from facilities impacted by these actions to other
Hospira facilities, outsource certain product components to third-party
suppliers, or cease activities entirely. Restructuring and optimization costs
incurred for these actions during the three months ended March 31, 2009
and 2008 were $22.2 million and $7.8 million, respectively, of which $9.4
million and $3.0 million, respectively, were reported as Restructuring with the
remainder reported primarily in Cost of products sold and Selling, general and
administrative. For further details regarding the Restructuring related impact
of these cost-reduction and optimization activities, see Note 4 to the condensed
consolidated financial statements included in Item 1.
2009 Actions.
In March 2009, Hospira announced details
of a multi-stage restructuring and optimization plan (Project Fuel) which
will occur over the next two years. Project Fuel includes the following
activities: optimizing the product portfolio, evaluating non-strategic assets,
and streamlining the organization structure. Hospira expects to incur aggregate
charges through 2011 related to these actions in the range of $140 million
to $160 million on a pre-tax basis, of which approximately
$100 million to $110 million are expected to be reported as
Restructuring.
During the
three months ended March 31, 2009, Hospira incurred costs of $10.5 million
of which $4.7 million is reported as Restructuring, with the remainder reported
primarily in Selling, general and administrative.
2008 Actions.
In April 2008, Hospira announced plans
to exit manufacturing operations at its Morgan Hill, California plant over the
next two years. During the three months ended March 31, 2009, Hospira
incurred costs of $3.9 million of which $3.0 million is reported as Restructuring,
with the remainder reported primarily in Cost of products sold.
2006 Actions.
In February 2006, Hospira announced
plans to close manufacturing plants in Ashland, Ohio, Montreal, Canada, and
North Chicago, Illinois, and completed these plans in 2007, 2008, and in March 2009,
respectively. During the three months ended March 31, 2009 Hospira
incurred costs of $7.8 million of which $1.7 million is reported as
Restructuring, compared to $7.8 million of which $3.0 million is reported as
Restructuring during the
17
Table
of Contents
three months ended March 31, 2008. The
remainder of costs incurred are reported primarily in Cost of products sold for
the three months ended March 31, 2009 and 2008, respectively.
Mayne
Pharma Integration
In connection with the
integration of Mayne Pharma Limited (Mayne Pharma) into its operations,
Hospira incurred cash expenditures for the two-year period after the February 2,
2007 closing which reduced earnings, and operating and investing cash flow.
These cash expenditures included integration expenses related
to the closure of facilities, termination of lease
agreements and employee-related benefit arrangements with the remainder related
to purchase accounting items and capital projects. Cash expenditures were
completed by the end of 2008. During the three months ended March 31,
2008, Hospira incurred $10.0 million of i
ntegration expenses reported primarily in Selling,
general and administrative.
18
Table
of Contents
Results of
operations for the three months ended March 31, 2009 compared to March 31,
2008
Net Sales
A comparison of product line sales is as follows:
Hospira, Inc.
Net
Sales by Product Line
(Unaudited)
(dollars
in millions)
|
|
Three Months Ended March 31,
|
|
|
|
2009
|
|
2008
|
|
Percent
Change
vs. Prior
Year
|
|
Americas
|
|
|
|
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
Specialty Injectables
|
|
$
|
333.1
|
|
$
|
340.7
|
|
(2.2
|
)%
|
Other Pharma
|
|
137.8
|
|
121.9
|
|
13.0
|
%
|
|
|
470.9
|
|
462.6
|
|
1.8
|
%
|
Devices
|
|
|
|
|
|
|
|
Medication Management Systems
|
|
121.4
|
|
118.1
|
|
2.8
|
%
|
Other Devices
|
|
92.4
|
|
93.5
|
|
(1.2
|
)%
|
|
|
213.8
|
|
211.6
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
Total Americas
|
|
684.7
|
|
674.2
|
|
1.6
|
%
|
|
|
|
|
|
|
|
|
EMEA
|
|
|
|
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
Specialty Injectables
|
|
57.6
|
|
78.3
|
|
(26.4
|
)%
|
Other Pharma
|
|
27.7
|
|
36.6
|
|
(24.3
|
)%
|
|
|
85.3
|
|
114.9
|
|
(25.8
|
)%
|
Devices
|
|
|
|
|
|
|
|
Medication Management Systems
|
|
19.1
|
|
20.4
|
|
(6.4
|
)%
|
Other Devices
|
|
16.8
|
|
17.5
|
|
(4.0
|
)%
|
|
|
35.9
|
|
37.9
|
|
(5.3
|
)%
|
|
|
|
|
|
|
|
|
Total EMEA
|
|
121.2
|
|
152.8
|
|
(20.7
|
)%
|
|
|
|
|
|
|
|
|
APAC
|
|
|
|
|
|
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
Specialty Injectables
|
|
39.0
|
|
45.6
|
|
(14.5
|
)%
|
Other Pharma
|
|
3.6
|
|
4.1
|
|
(12.2
|
)%
|
|
|
42.6
|
|
49.7
|
|
(14.3
|
)%
|
Devices
|
|
|
|
|
|
|
|
Medication Management Systems
|
|
4.7
|
|
5.7
|
|
(17.5
|
)%
|
Other Devices
|
|
6.5
|
|
6.3
|
|
3.2
|
%
|
|
|
11.2
|
|
12.0
|
|
(6.7
|
)%
|
|
|
|
|
|
|
|
|
Total APAC
|
|
53.8
|
|
61.7
|
|
(12.8
|
)%
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
859.7
|
|
$
|
888.7
|
|
(3.3
|
)%
|
Specialty Injectables
include generic injectables and proprietary specialty injectables. Other
Pharmaceuticals include large volume IV solutions, nutritionals and contract
manufacturing services. Medication Management Systems include infusion pumps,
related software, services and administration sets. Other Devices include
gravity administration sets, critical care products and other miscellaneous
device products.
19
Table
of Contents
Net sales decreased
(3.3)%. Excluding the impact of changes in foreign exchange rates Net sales
increased 2.4%.
Americas
Net
sales in the Americas segment increased 1.6%, or 3.9% excluding the impact of
changes in foreign exchange rates. The decrease in net sales of Specialty
Injectable Pharmaceuticals was due to significant wholesaler stocking in the
prior year, partially offset by increased volume for anesthesia products
including Hospiras proprietary drug Precedex
®
and the
impact of competitor supply issues. Other Pharma net sales increased due to
higher demand from certain contract manufacturing customers and increased large
volume IV solutions sales due to Group Purchasing Organizations contract
awards. Net sales in Medication Management Systems increased due to solid
penetration, particularly for Symbiq
®
, Hospiras newest general infusion system. Other
Devices net sales decreased due to price and the impact of changes in foreign
exchange rates, partially offset by volume growth in gravity administration
sets.
EMEA
Net
sales in the EMEA segment decreased (20.7)%. Excluding the impact of changes in
foreign exchange rates EMEA Net sales decreased (5.7)%. Specialty Injectable
Pharmaceuticals net sales decreased primarily due to expected price decreases
in oncology products, partially offset by sales of a newly launched biogeneric.
Net sales of Other Pharma were lower due to declines in demand from certain
contract manufacturing customers. Excluding the changes in foreign exchange
rates, net sales in Medication Management Systems increased due to higher sales
volume of ambulatory and large volume infusion systems.
APAC
Net
sales in the APAC segment decreased (12.8)%. Excluding the impact of changes in
foreign exchange rates APAC Net sales increased 7.9%. Excluding the changes in
foreign exchange rates, Specialty Injectables net sales increased due to higher
demand in certain anesthesia products including Hospiras proprietary drug
Precedex
®
,
anti-infective and oncology products. Excluding the changes in foreign exchange
rates net sales in Other Pharma and Other Devices increased due to higher
volume.
Gross Profit
Three months ended March 31 (dollars in millions)
|
|
2009
|
|
2008
|
|
Percent
change
|
|
Gross profit
|
|
$
|
319.6
|
|
$
|
317.0
|
|
0.8
|
%
|
As a percent of net sales
|
|
37.2
|
%
|
35.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit, Net sales
less Cost of products sold, increased $2.6 million, or 0.8%, for the three
months ended March 31, 2009, compared with the same period in 2008.
The gross profit increase
is primarily the result of favorable product mix and improved manufacturing
performance. These increases were partially offset by the impact of changes in
foreign exchange rates, and higher freight and distribution expense. Gross
profit as a percentage of Net sales increased to 37.2% for the three months
ended March 31, 2009, from 35.7% for the three months ended March 31,
2008.
Restructuring
Three months ended March 31 (dollars in millions)
|
|
2009
|
|
2008
|
|
Percent
change
|
|
Restructuring
|
|
$
|
9.4
|
|
$
|
3.0
|
|
213.3
|
%
|
As a percent of net sales
|
|
1.1
|
%
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring
increased
$6.4
million, or 213.3%, for the three months ended March 31, 2009, compared
with the same period in 2008. The increase in Restructuring was primarily due
to severance and other employee benefit costs related to Project Fuel and
Morgan Hill, California plant actions announced in March 2009 and April 2008,
respectively. Restructuring, primarily severance costs, incurred for the three
months ended March 31, 2008 was related to the action to close the North
Chicago, Illinois manufacturing plant, which was completed in March 2009.
20
Table of Contents
Research and Development
Three months ended March 31 (dollars in millions)
|
|
2009
|
|
2008
|
|
Percent
change
|
|
Research and development expense
|
|
$
|
50.0
|
|
$
|
49.9
|
|
0.2
|
%
|
As a percent of net sales
|
|
5.8
|
%
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
(R&D) expenses increased $0.1 million, or 0.2%, for the three months
ended March 31, 2009, compared with the same period in 2008. The increase
was primarily related to increased spending on device product development and
increased spending on product development related to new compounds in Hospiras
generic injectable drug pipeline, offset by the
impact of changes in foreign
exchange rates
.
Selling, General and Administrative
Three months ended March 31 (dollars in millions)
|
|
2009
|
|
2008
|
|
Percent
change
|
|
Selling, general and administrative expense
|
|
$
|
145.5
|
|
$
|
152.4
|
|
(4.5
|
)%
|
As a percent of net sales
|
|
16.9
|
%
|
17.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative (SG&A) expenses decreased $6.9 million, or (4.5)%, for the
three months ended March 31, 2009, compared with the same period in 2008.
The decrease was primarily due to the
impact of changes in foreign
exchange rates, partially offset by higher
sales and marketing support costs in the EMEA and
APAC segments due primarily to new product launches that occurred throughout
2008 and early 2009. In addition, the three months ended March 31, 2009
include process optimization implementation costs incurred under Project Fuel
whereas the three months ended March 31, 2008 included expenses related to
the Mayne Pharma integration which was
completed by the end of 2008
.
Interest Expense and Other Income,
Net
Hospira incurred interest
expense of $26.9 million for the three months ended March 31, 2009 and
$31.4 million in the same period in 2008. The decrease was primarily due to
lower debt outstanding in 2009 and lower interest rates on floating rate notes.
Other (income), net was $(0.3) million for the three months ended March 31,
2009 compared to $(4.1) million for the three months ended March 31, 2008.
The decrease is due to lower interest income and foreign exchange transaction
gains and losses, net.
Income
Tax Expense
During the three months
ended March 31, 2009, the Internal Revenue Service (IRS) audit of Hospiras
2004 and 2005 tax returns was completed and the years were effectively settled.
The outcome of the audit settlement is a reduction in the gross unrecognized
tax benefits for both the audit years settled and resultant impact on tax years
2006 through 2008 in aggregate totaling $100.7 million, of which $91.9 million
is recognized in the results for the three months ended March 31, 2009 as
a discrete income tax benefit. As a result, the effective tax rate was a
benefit of 87.8% for the three months ended March 31, 2009, compared to an
expense of 22.5% for the same period in 2008. Excluding the effect of the
discrete income tax benefit, the effective tax rate for the three months ended March 31,
2009 was an expense of 16.4% which is less than 2008 due to lower unrecognized
tax benefits in 2009, the re-enactment of the U.S. research tax credit, and
decreased income in higher tax rate jurisdictions. The effective tax rates are
less than the statutory U.S. federal income tax rate principally due to the benefit
of tax exemptions, of varying durations, in certain jurisdictions outside the
U.S.
Liquidity
and Capital Resources at March 31, 2009 compared with December 31,
2008
Net cash provided by
operating activities continues to be Hospiras primary source of funds to
finance operating needs, capital expenditures, and repay debt. Other capital
resources include cash on hand, borrowing availability under a $375.0 million
revolving credit facility expiring in December 2010 and access to the
capital markets. Hospira believes that its current capital resources will be
sufficient to finance its operations, including debt service obligations,
capital expenditures, product development and investments in cost reduction and
optimization activities for the foreseeable future.
21
Table
of Contents
Summary
of Cash Flows
|
|
Three Months Ended March 31,
|
|
(dollars in millions)
|
|
2009
|
|
2008
|
|
Cash flow provided by (used in):
|
|
|
|
|
|
Operating activities
|
|
$
|
89.3
|
|
$
|
73.5
|
|
Investing activities
|
|
(43.9
|
)
|
(81.1
|
)
|
Financing activities
|
|
6.9
|
|
(6.9
|
)
|
|
|
|
|
|
|
|
|
Cash
flows provided by operating activities increased in the three months ended March 31,
2009, compared with the same period in 2008 primarily due to higher net income
adjusted for non cash items. In addition, improved collections of trade
receivables were generally offset by other changes in working capital.
Cash
flows used in investing activities decreased during the three months ended March 31,
2009, compared with the same period in 2008. The decrease was primarily due to
lower capital expenditures in 2009 and payments in the three months ended
March 31, 2008 related to Hospiras acquisition of product rights in late
2007.
Cash flows provided by
financing activities increased during the three months ended March 31,
2009, compared with the same period in 2008. The increase was primarily due to
lower cash outflow for payments on the term loan of $5.0 million in the three
months ended March 31, 2009, compared to $25.0 million in the prior year
period.
Debt and Capital
Beginning in March 2009, the $375.0 million principal amount of
floating rate notes are classified as short-term borrowings as they mature in March 2010.
The $300.0 million principal 4.95% senior unsecured notes mature in June 2009
and are expected to be paid in full. The remaining $5.0 million in
principal outstanding as of December 31, 2008, under the
$500.0 million three-year term loan facility due March 2010 was paid
in January 2009.
Hospira has a five-year
$375.0 million unsecured revolving credit facility (the Revolver). The
Revolver is available for working capital and other requirements. As of March 31,
2009, Hospira had no amounts outstanding under the Revolver.
Certain of our borrowings
agreements contain covenants that require compliance with, among other things,
a maximum leverage ratio and a minimum interest coverage ratio. As of March 31,
2009, Hospira was in compliance with all applicable covenants.
Critical Accounting Policies
The preparation of
financial statements in accordance with generally accepted accounting
principles in the United States (GAAP) requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses. A summary of Hospiras significant accounting policies is
included in Note 1 to the companys consolidated financial statements, which
are included in Hospiras Annual Report on Form 10-K for the year ended December 31,
2008. Certain of Hospiras accounting policies are considered critical, as
these policies require significant, difficult or complex judgments by
management, often employing the use of estimates about the effects of matters
that are inherently uncertain. Such policies are summarized in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations in
the 2008 Form 10-K.
Adoption of New Accounting Standards
Hospira adopted the
provisions of the Financial Accounting Standards Board (FASB) Staff Position No. FAS
107-1, Interim Disclosures about Fair Value of Financial Instruments (FSP
107-1) to the interim period ending after March 15, 2009. FSP 107-1
expands the fair value disclosures required for all financial instruments
within the scope of Statement of Financial Accounting Standards (SFAS) No. 107
to include interim periods. There was no impact to Hospiras current condensed
consolidated financial position, results of operations or cash flows upon
adoption of this statement.
In December 2008 the FASB issued
FASB Staff Position No. FAS 132(R)-1, Employers Disclosures about
Postretirement Benefit Plan Assets (FSP 132(R)-1). FSP 132(R)-1 requires
more detailed disclosures about Hospiras plan assets, including investment
strategies, major categories of plan assets, concentrations of risk within plan
assets, and valuation techniques used to measure the fair value of plan assets.
Additional disclosures are required for the consolidated financial statements
at Hospiras 2009 year end. There was no impact to Hospiras current condensed
consolidated financial position, results of operations or cash flows.
Hospira adopted the required
provisions of FASB Staff Position No. FAS 142-3, Determination of the
Useful Life of Intangible
22
Table of Contents
Assets (FSP 142-3) on January 1,
2009. FSP 142-3 amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142, Goodwill and
Other Intangible Assets. This guidance will be applied prospectively to
intangible assets acquired on or after January 1, 2009. There was no impact
to Hospiras current condensed consolidated financial position, results of
operations or cash flows upon adoption of this statement.
Hospira adopted the
provisions of SFAS No. 161, Disclosures About Derivative Instruments and
Hedging Activities an amendment of FASB Statement
No. 133 (SFAS No. 161) on January 1,
2009. SFAS No. 161 expands the disclosure requirements for derivative
instruments and hedging activities.
There was no impact to
Hospiras current condensed consolidated financial position, results of
operations or cash flows upon adoption of this statement.
Hospira adopted the provisions of Emerging Issues Task
Force (EITF) Issue No. 07-1, Accounting for Collaborative Arrangements
(EITF 07-1) on January 1, 2009. EITF 07-1 provides guidance on how to
determine whether an arrangement constitutes a collaborative arrangement, how
costs incurred and revenue generated on sales to third parties should be
reported by the participants in a collaborative arrangement, how payments made
between participants in a collaborative arrangement should be characterized,
and what participants should disclose in the notes to the financial statements
about a collaborative arrangement.
There was no impact to
Hospiras current condensed consolidated financial position, results of
operations or cash flows upon adoption of this statement.
Hospira adopted the provisions of SFAS No. 141
(revised 2007), Business Combinations (SFAS No. 141R) on January 1,
2009. SFAS No. 141R establishes principles and requirements for the
reporting entity in a business combination, including recognition and
measurement in the financial statements of the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree. This
statement also establishes disclosure requirements to enable financial
statement users to evaluate the nature and financial effects of the business
combination. SFAS No. 141R is effective for business combinations that
close in years beginning on or after December 15, 2008.
There was no
impact to Hospiras current condensed consolidated financial position, results
of operations or cash flows upon adoption of this statement.
The provisions of FASB Staff Position No. FAS 157-2, Effective Date
of FASB Statement No. 157 (FSP 157-2) delayed the effective date of the
application of SFAS No. 157 to fiscal years beginning after November 15,
2008, for all nonfinancial assets and nonfinancial liabilities that are
recognized or disclosed at fair value in the financial statements on a
non-recurring basis.
There was no impact to Hospiras current condensed
consolidated financial position, results of operations or cash flows upon
adoption of this statement.
Item 3. Quantitative
and Qualitative Disclosures About Market Risk
There have been no
material changes to the information provided in Item 7A. to Hospiras Annual
Report on Form 10-K for the year ended December 31, 2008.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
The Chairman of the Board and Chief Executive Officer, Christopher B.
Begley, and Chief Financial Officer, Thomas E. Werner, evaluated the
effectiveness of Hospiras disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934) as of the end of
the period covered by this report, and concluded that Hospiras disclosure
controls and procedures were effective.
Changes in internal controls.
There have been no changes in internal
control over financial reporting that occurred during the first quarter of 2009
that have materially affected or are reasonably likely to materially affect
Hospiras internal control over financial reporting.
23
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The disclosure contained
in Note 13 to the condensed consolidated financial statements included in Part I.
Item 1 hereof is incorporated herein by reference.
Item 1A. Risk Factors
Please refer to
Item 1A. in Hospiras Annual Report on Form 10-K for the year ended December 31,
2008 for a discussion of risks to which Hospiras business, financial
condition, results of operations and cash flows are subject.
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
(c)
Issuer Purchases of Equity Securities
The
table below gives information on a monthly basis regarding purchases made by
Hospira of its common stock.
Period
|
|
Total Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number
of Shares
Purchased as Part of
Publicly
Announced
Plans or
Programs
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet be Purchased
Under the Plans or
Programs (2)
|
|
January 1-January 31, 2009
|
|
|
|
$
|
|
|
|
|
$
|
100,233,606
|
|
February 1-February 28, 2009
|
|
|
|
$
|
|
|
|
|
$
|
100,233,606
|
|
March 1-March 31, 2009
|
|
5,272
|
|
$
|
30.38
|
|
|
|
$
|
100,233,606
|
|
Total
|
|
5,272
|
|
$
|
30.38
|
|
|
|
$
|
100,233,606
|
|
(1)
These shares represent the shares deemed surrendered
to Hospira to pay the exercise price and satisfy minimum statutory tax
withholding obligations in connection with the exercise of employee stock
options.
(2)
In February 2006, Hospiras board of directors
authorized the repurchase of up to $400.0 million of Hospiras common stock in
accordance with Rule 10b-18 under the Securities Exchange Act of 1934. The
repurchase of shares commenced in early March 2006. As of March 31,
2009, Hospira had purchased 7,584,400 shares for $299.8 million in the
aggregate under the 2006 board authority, all of which were purchased during
2006. Hospira does not expect to repurchase any shares in 2009 under this
program.
Item 6. Exhibits
A
list of exhibits filed herewith or incorporated by reference herein immediately
precedes such exhibits and is incorporated herein by reference.
24
Table of
Contents
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 thereunto duly authorized.
|
HOSPIRA, INC.
|
|
|
|
By
|
/s/ THOMAS E.
WERNER
|
|
|
Thomas E.
Werner,
Senior Vice
President, Finance and
Chief Financial
Officer
|
|
|
Date:
April 28, 2009
|
25
Table
of Contents
EXHIBIT INDEX
Exhibit No.
|
|
Exhibit
|
|
|
|
10.1
|
|
Form of Notice of Award and Award Agreement for Restricted Stock
Units and Election Deferral Form.
|
|
|
|
12.1
|
|
Statement regarding Computation of Ratios.
|
|
|
|
31.1
|
|
Certificate of Chief Executive Officer pursuant to
Rule 13a-14(a).
|
|
|
|
31.2
|
|
Certificate of Chief Financial Officer pursuant to
Rule 13a-14(a).
|
|
|
|
32.1
|
|
Certificate of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certificate of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
26
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