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Exhibit 99.1

 

 

 

Corporate Communications

 

Department

 

 

 

NEWS Release

 

Investor Contacts:

Doug Wilburne – 401-457-2288

Becky Rosenbaum – 401-457-2288

 

FOR IMMEDIATE RELEASE

 

 

 

Media Contact:

David Sylvestre – 401-457-2362

 

 

 

Textron Reports Strong Fourth Quarter
Manufacturing Operating Results and Cash Flow

 

Records Mark-to-Market Adjustment for Golf Mortgage Receivables and

Charge for Organizational Streamlining at Textron Systems

 

Initiates 2012 EPS Outlook at $1.80 - $2.00

 

Providence, Rhode Island — January 25, 2012 — Textron Inc. (NYSE: TXT) today reported a fourth quarter 2011 loss from continuing operations of $0.06 per share, compared to income of $0.20 per share in the fourth quarter of 2010. Last year’s fourth quarter result included $0.13 per share in special charges.

 

This year’s fourth quarter result included $0.55 in charges, consisting of a $0.41 per share mark-to-market adjustment at the Finance Segment to reflect the transfer to the held for sale classification of the remainder of the Golf Mortgage portfolio, a $0.14 per share loss associated with convertible note repurchases, $0.13 per share in the Textron Systems segment for intangible asset impairment and severance costs and a $0.13 per share gain related to the payment of a note receivable from the 2008 sale of the company’s Fluid & Power business.

 

Excluding the items described above, fourth quarter 2011 adjusted earnings per share from continuing operations were $0.49 per share and full-year 2011 earnings per share from continuing operations were $1.31 per share.

 

Total revenues in the quarter were $3.3 billion, up 4.1% from the fourth quarter of 2010, led by manufacturing revenues, which were up 4.6%.

 

Full-year manufacturing cash flow before pension contributions was $1.0 billion compared to $759 million last year.  The company contributed $421 million to its pension plans during the fourth quarter, bringing full-year contributions to $642 million. Textron’s consolidated net debt ended the year at $3.5 billion, down $1.5 billion from the end of last year.

 

At the end of the fourth quarter, as part of its continuing strategy to orderly liquidate its non-captive finance business, the company transferred the remainder of its Golf Mortgage portfolio to held for sale status and recorded a pretax charge of $186 million to reflect the current fair value of

 



 

these assets. Finance receivables ended the year at $2.9 billion, of which $950 million are non-captive.

 

“Fourth quarter operating results reflected outstanding performance at Bell, continued improvement at Cessna, good performance in our Industrial segment, and actions we’re taking to strengthen our competitive position at Systems in a difficult defense environment,” said Textron Chairman and CEO Scott C. Donnelly.

 

Donnelly continued, “We also liquidated another $386 million from our finance receivables during the quarter. With the mark-to-market adjustment, we’ve reached a notable milestone with our liquidation strategy, ending the year with less than $1 billion in non-captive finance receivables.”

 

Convertible Notes

 

During the fourth quarter, the company repurchased approximately $384 million in face value or 64% of its outstanding convertible notes at an overall cash cost of about $580 million.  This included $225 million in face value of notes purchased pursuant to its recent tender offer and an additional $159 million of notes purchased subsequent to the tender.

 

Outlook

 

Textron is forecasting 2012 revenues of approximately $12.5 billion, up about 11%.  Earnings per share from continuing operations are expected to be in the range of $1.80 to $2.00. Cash flow from continuing operations of the manufacturing group before pension contributions is estimated to be between $700 and $750 million with planned pension contributions of about $200 million.

 

Donnelly continued, “In 2012, we see relatively flat revenues at Textron Systems, modest growth at Industrial, and double digit growth at both Cessna and Bell.  We expect Bell’s commercial business to be particularly robust next year, as our investment in product development is driving strong order flow.”

 

Fourth Quarter Segment Results and Actions

 

Cessna

 

Revenues increased $51 million, reflecting the delivery of 67 new Citation jets in the quarter, compared with 79 in last year’s fourth quarter, more than offset by higher volumes of used jets, single engine aircraft and Caravans.

 

Segment profit increased $37 million primarily due to favorable performance, higher non-jet volume and a beneficial mix of jets.

 

Cessna backlog at the end of the fourth quarter was $1.9 billion, down $275 million from the end of the third quarter 2011.

 

Bell

 

Revenues increased $35 million in the fourth quarter from the same period in the prior year.  Bell delivered 7 V-22’s, 6 H-1’s and 62 commercial aircraft in the quarter compared to 7 V-22’s, 7 H-1’s and 71 commercial units in last year’s fourth quarter.

 

Segment profit increased $29 million, reflecting improved performance.

 

Textron Inc. 40 Westminster Street Providence, RI 02903-2596 (401) 421-2800

 

2



 

Bell backlog at the end of the fourth quarter was $7.3 billion, up $981 million from the end of the third quarter 2011.

 

Textron Systems

 

Revenues at Textron Systems decreased $14 million. Segment profit decreased $63 million, primarily due to intangible asset impairment and severance charges.

 

Textron Systems’ backlog at the end of the fourth quarter was $1.3 billion, down $191 million from the end of the third quarter 2011.

 

Industrial

 

Industrial revenues increased $70 million, primarily due to higher overall volumes. Segment profit increased $24 million reflecting improved performance and the higher volume.

 

Finance

 

Finance segment revenues decreased $15 million compared to the fourth quarter of 2010, primarily due to reduced earnings on lower finance receivables.

 

Finance segment loss increased $175 million, primarily the result of the Golf Mortgage portfolio mark-to-market adjustment.

 

Since the end of the third quarter 2011, nonaccrual finance receivables decreased from $606 million to $321 million and sixty-day plus delinquencies decreased from $275 million to $166 million, both measures reflecting the impact of the transfer of the Golf Mortgage portfolio into the held for sale classification.

 

Finance receivables ended the quarter at $2.9 billion, down $652 million from the end of the third quarter 2011, reflecting liquidations of $386 million during the quarter, the $186 million mark-to-market adjustment and the transfer of $80 million of allowances for losses related to the classification of the Golf Mortgage portfolio to held for sale.

 

Conference Call Information

 

Textron will host its conference call today, January 25, 2012 at 8:00 a.m. (Eastern) to discuss its results and outlook.  The call will be available via webcast at www.textron.com or by direct dial at (877) 209-9920 in the U.S. or (612) 332-7488 outside of the U.S. (request the Textron Earnings Call).

 

In addition, the call will be recorded and available for playback beginning at 10:30 a.m. (Eastern) on Wednesday, January 25, 2012 by dialing (320) 365-3844; Access Code: 186401.

 

A package containing key data that will be covered on today’s call can be found in the Investor Relations section of the company’s website at www.textron.com.

 

About Textron Inc.

 

Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative solutions and services. Textron is known around the world for its powerful brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee, and Textron Systems. More information is available at www.textron.com.

 

3



 

###

 

Non-GAAP Measures

 

Adjusted earnings per share from continuing operations and manufacturing cash flow before pension contributions are non-GAAP measures that are defined and reconciled to GAAP in an attachment to this release.

 

Forward-looking Information

 

Certain statements in this release and other oral and written statements made by us from time to time are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements, which may describe strategies, goals, outlook or other non-historical matters, or project revenues, income, returns or other financial measures, often include words such as “believe,” “expect,” “anticipate,” “intend”, “plan,” “estimate,” “guidance”, “project”, “target”, “potential”, “will”, “should”, “could”, “likely”  or “may” and similar expressions intended to identify forward-looking statements.  These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.  Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. In addition to those factors described in our Annual Report on Form 10-K under “Risk Factors”, among the factors that could cause actual results to differ materially from past and projected future results are the following:  changing priorities or reductions in the U.S. Government defense budget, including those related to military operations in foreign countries; changes in worldwide economic or political conditions that impact demand for our products, interest rates or foreign exchange rates; our ability to perform as anticipated and to control costs under contracts with the U.S. Government; the U.S. Government’s ability to unilaterally modify or terminate its contracts with us for the U.S. Government’s convenience or for our failure to perform, to change applicable procurement and accounting policies, or, under certain circumstances, to withhold payment or suspend or debar us as a contractor eligible to receive future contract awards; changes in foreign military funding priorities or budget constraints and determinations, or changes in government regulations or policies on the export and import of military and commercial products; our Finance segment’s ability to maintain portfolio credit quality or to realize full value of receivables and of assets acquired upon foreclosure of receivables; our ability to access the capital markets at reasonable rates; performance issues with key suppliers, subcontractors or business partners; legislative or regulatory actions impacting our operations or demand for our products; our ability to control costs and successfully implement various cost-reduction activities; the efficacy of research and development investments to develop new products or unanticipated expenses in connection with the launching of significant new products or programs; the timing of our new product launches or certifications of our new aircraft products; our ability to keep pace with our competitors in the introduction of new products and upgrades with features and technologies desired by our customers; the extent to which we are able to pass raw material price increases through to customers or offset such price increases by reducing other costs;  Increases in pension expenses or employee and retiree medical benefits; uncertainty in estimating reserves, including reserves established to address contingent liabilities, unrecognized tax benefits, or potential losses on TFC’s receivables;  difficult conditions in the financial markets which may adversely impact our customers’ ability to fund or finance purchases of our products; and continued volatility in the economy resulting in a prolonged downturn in the markets in which we do business.

 

4



 

TEXTRON INC.

Revenues by Segment and Reconciliation of Segment Profit to Net Income (Loss)

(Dollars in millions, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,
2011

 

January 1,
2011

 

December 31,
2011

 

January 1,
2011

 

REVENUES

 

 

 

 

 

 

 

 

 

MANUFACTURING:

 

 

 

 

 

 

 

 

 

Cessna

 

$

1,011

 

$

960

 

$

2,990

 

$

2,563

 

Bell

 

1,010

 

975

 

3,525

 

3,241

 

Textron Systems

 

513

 

527

 

1,872

 

1,979

 

Industrial

 

708

 

638

 

2,785

 

2,524

 

 

 

3,242

 

3,100

 

11,172

 

10,307

 

FINANCE

 

12

 

27

 

103

 

218

 

Total revenues

 

$

3,254

 

$

3,127

 

$

11,275

 

$

10,525

 

 

 

 

 

 

 

 

 

 

 

SEGMENT PROFIT

 

 

 

 

 

 

 

 

 

MANUFACTURING:

 

 

 

 

 

 

 

 

 

Cessna

 

$

60

 

$

23

 

$

60

 

$

(29

)

Bell

 

167

 

138

 

521

 

427

 

Textron Systems (a)

 

(8

)

55

 

141

 

230

 

Industrial

 

49

 

25

 

202

 

162

 

 

 

268

 

241

 

924

 

790

 

FINANCE (b)

 

(232

)

(57

)

(333

)

(237

)

Segment profit

 

36

 

184

 

591

 

553

 

 

 

 

 

 

 

 

 

 

 

Corporate expenses and other, net (c)

 

(39

)

(48

)

(114

)

(137

)

Interest expense, net for Manufacturing group

 

(27

)

(37

)

(140

)

(140

)

Special charges (d)

 

 

(54

)

 

(190

)

Income (loss) from continuing operations before income taxes

 

(30

)

45

 

337

 

86

 

Income tax (expense) benefit (e)

 

13

 

18

 

(95

)

6

 

Income (loss) from continuing operations

 

(17

)

63

 

242

 

92

 

Discontinued operations, net of income taxes

 

(2

)

(3

)

 

(6

)

Net income (loss)

 

$

(19

)

$

60

 

$

242

 

$

86

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

(0.06

)

0.20

 

0.79

 

0.30

 

Discontinued operations

 

(0.01

)

(0.01

)

 

(0.02

)

Net Income (Loss)

 

$

(0.07

)

$

0.19

 

$

0.79

 

$

0.28

 

Average shares outstanding (f)

 

278,881,000

 

308,491,000

 

307,255,000

 

302,555,000

 

 


(a)

Fourth quarter of 2011 includes a $41 million non-cash impairment charge to write down certain intangible assets and approximately $19 million in severance costs.

 

 

(b)

Fourth quarter of 2011 includes a $186 million non-cash initial mark-to-market adjustment for remaining finance receivables in the Golf Mortgage portfolio that were transferred to the held for sale classification in the quarter.

 

 

(c)

Fourth quarter of 2011 includes a $55 million loss on the extinguishment of convertible notes, which was substantially offset by a $52 million gain on collection of notes receivable from the sale of a business in 2008 that were collected in December.

 

 

(d)

Fourth quarter and full-year of 2010 includes restructuring costs of $54 million and $99 million, respectively, primarily for severance. Full-year 2010 also includes a $91 million non-cash charge to reclassify a foreign exchange loss from equity to the income statement as a result of substantially liquidating a Finance segment entity.

 

 

(e)

Full-year 2010 includes a $17 million tax benefit related to the above foreign exchange reclassification and an $11 million discrete tax charge related to the federal health-care legislation enacted in 2010.

 

 

(f)

For the fourth quarter of 2011, the potential dilutive effect of stock options, restricted stock units and the shares that could be issued upon the conversion of our 4.50% Convertible Senior Notes and upon the exercise of the related warrants was excluded from the computation of diluted weighted-average shares outstanding as the shares would have an anti-dilutive effect on the loss from continuing operations. Fully diluted shares were used to calculate earnings per share for the other reported periods.

 



 

Textron Inc.

Condensed Consolidated Balance Sheets

(In millions)

(Unaudited)

 

 

 

December 31,
2011

 

January 1,
2011

 

Assets

 

 

 

 

 

Cash and equivalents

 

$

871

 

$

898

 

Accounts receivable, net

 

856

 

892

 

Inventories

 

2,402

 

2,277

 

Other current assets

 

1,134

 

980

 

Net property, plant and equipment

 

1,996

 

1,932

 

Other assets

 

3,143

 

3,354

 

Finance group assets

 

3,213

 

4,949

 

Total Assets

 

$

13,615

 

$

15,282

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Short-term debt and current portion of long-term debt

 

$

146

 

$

19

 

Other current liabilities

 

2,785

 

2,638

 

Other liabilities

 

2,826

 

2,993

 

Long-term debt

 

2,313

 

2,283

 

Finance group liabilities

 

2,800

 

4,377

 

Total Liabilities

 

10,870

 

12,310

 

 

 

 

 

 

 

Total Shareholders’ Equity

 

2,745

 

2,972

 

Total Liabilities and Shareholders’ Equity

 

$

13,615

 

$

15,282

 

 



 

TEXTRON INC.

MANUFACTURING GROUP

Condensed Schedule of Cash Flows and Free Cash Flow GAAP to Non-GAAP Reconciliations

(In millions)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

January 1,

 

December 31,

 

January 1,

 

 

 

2011

 

2011

 

2011

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

134

 

$

102

 

$

464

 

$

320

 

Dividends received from TFC

 

 

150

 

179

 

505

 

Capital contributions paid to TFC

 

(30

)

(155

)

(182

)

(383

)

Depreciation and amortization

 

104

 

102

 

371

 

362

 

Changes in working capital

 

152

 

267

 

54

 

(44

)

Changes in other assets and liabilities and non-cash items

 

(118

)

(167

)

(125

)

(30

)

Net cash from operating activities of continuing operations

 

242

 

299

 

761

 

730

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(152

)

(136

)

(423

)

(270

)

Collection on notes receivable from a prior disposition

 

58

 

 

58

 

 

Net cash used in acquisitions

 

(11

)

(10

)

(14

)

(57

)

Other investing activities, net

 

(17

)

 

(44

)

(26

)

Net cash from investing activities of continuing operations

 

(122

)

(146

)

(423

)

(353

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

 

496

 

 

Net intergroup borrowings

 

100

 

(52

)

(175

)

98

 

Decrease in short-term debt

 

(227

)

 

 

 

Principal payments on long-term debt

 

(16

)

 

(29

)

(130

)

Settlement of a portion of convertible debt

 

(580

)

 

(580

)

 

Purchase of capped call

 

(32

)

 

(32

)

 

Payments on long-term line of credit facilities

 

 

 

 

(1,167

)

Dividends paid

 

(5

)

(6

)

(22

)

(22

)

Other financing activities, net

 

 

4

 

(18

)

6

 

Net cash from financing activities of continuing operations

 

(760

)

(54

)

(360

)

(1,215

)

Total cash flows from continuing operations

 

(640

)

99

 

(22

)

(838

)

Total cash flows from discontinued operations

 

(2

)

(1

)

(5

)

(9

)

Effect of exchange rate changes on cash and equivalents

 

(4

)

(2

)

 

(3

)

Net change in cash and equivalents

 

(646

)

96

 

(27

)

(850

)

Cash and equivalents at beginning of period

 

1,517

 

802

 

898

 

1,748

 

Cash and equivalents at end of period

 

$

871

 

$

898

 

$

871

 

$

898

 

 

 

 

 

 

 

 

 

 

 

Manufacturing Cash Flow GAAP to Non-GAAP Reconciliations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash from operating activities of continuing operations - GAAP

 

$

242

 

$

299

 

$

761

 

$

730

 

Less:

Capital expenditures

 

(152

)

(136

)

(423

)

(270

)

 

Dividends received from TFC

 

 

(150

)

(179

)

(505

)

Plus:

Capital contributions paid to TFC

 

30

 

155

 

182

 

383

 

 

Proceeds on sale of property, plant and equipment

 

4

 

 

17

 

4

 

 

Total pension contributions

 

421

 

365

 

642

 

417

 

Manufacturing cash flow before pension contributions- Non-GAAP

 

$

545

 

$

533

 

$

1,000

 

$

759

 

 

 

 

2012 Outlook

 

Net cash from operating activities of continuing operations - GAAP

 

$950   -   $1,000

 

Less:

Capital expenditures

 

(450)

 

 

Dividends received from TFC

 

(260)

 

Plus:

Capital contributions paid to TFC

 

260

 

 

Total pension contributions

 

200

 

Manufacturing cash flow before pension contributions- Non-GAAP

 

$700   -   $750

 

 

Free cash flow is a measure generally used by investors, analysts and management to gauge a company’s ability to generate cash from operations in excess of that necessary to be reinvested to sustain and grow the business and fund its obligations.  Our definition of Manufacturing free cash flow adjusts net cash from operating activities of continuing operations for dividends received from TFC, capital contributions provided under the Support Agreement, capital expenditures, proceeds from the sale of property, plant and equipment and contributions to our pension plans.  Beginning in 2011, we changed our basis for projecting and measuring Manufacturing cash flow to adjust for all pension contributions, both mandatory and voluntary, so that the total impact of these contributions can be more clearly understood.  We believe that our calculation provides a relevant measure of liquidity and is a useful basis for assessing our ability to fund operations and obligations.  This measure is not a financial measure under GAAP and should be used in conjunction with GAAP cash measures provided in our Consolidated Statement of Cash Flows.  Prior periods have been recast to conform with this presentation.

 



 

TEXTRON INC.

Condensed Consolidated Schedule of Cash Flows

(In millions)

(Unaudited)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

January 1,

 

December 31,

 

January 1,

 

 

 

2011

 

2011

 

2011

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(17

)

$

63

 

$

242

 

$

92

 

Depreciation and amortization

 

114

 

111

 

403

 

393

 

Provision for losses on finance receivables

 

(15

)

15

 

12

 

143

 

Changes in working capital

 

292

 

203

 

336

 

337

 

Changes in other assets and liabilities and non-cash items

 

31

 

(166

)

75

 

28

 

Net cash from operating activities of continuing operations

 

405

 

226

 

1,068

 

993

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Finance receivables originated or purchased

 

(38

)

(72

)

(187

)

(450

)

Finance receivables repaid

 

159

 

370

 

824

 

1,635

 

Proceeds on receivable sales

 

145

 

27

 

421

 

528

 

Collection on notes receivable from a prior disposition

 

58

 

 

58

 

 

Capital expenditures

 

(152

)

(136

)

(423

)

(270

)

Net cash used in acquisitions

 

(11

)

(10

)

(14

)

(57

)

Proceeds from sale of repossessed assets and properties

 

32

 

37

 

109

 

129

 

Other investing activities, net

 

2

 

(5

)

55

 

34

 

Net cash from investing activities of continuing operations

 

195

 

211

 

843

 

1,549

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

135

 

184

 

926

 

231

 

Decrease in short-term debt

 

(227

)

 

 

 

Settlement of a portion of convertible debt

 

(580

)

 

(580

)

 

Purchase of capped call

 

(32

)

 

(32

)

 

Principal payments on long-term debt

 

(142

)

(378

)

(785

)

(2,241

)

Payments on long-term line of credit facilities

 

(400

)

(300

)

(1,440

)

(1,467

)

Dividends paid

 

(5

)

(6

)

(22

)

(22

)

Other financing activities, net

 

 

4

 

(18

)

6

 

Net cash from financing activities of continuing operations

 

(1,251

)

(496

)

(1,951

)

(3,493

)

Total cash flows from continuing operations

 

(651

)

(59

)

(40

)

(951

)

Total cash flows from discontinued operations

 

(2

)

(1

)

(5

)

(9

)

Effect of exchange rate changes on cash and equivalents

 

(4

)

 

(1

)

(1

)

Net change in cash and equivalents

 

(657

)

(60

)

(46

)

(961

)

Cash and equivalents at beginning of period

 

1,542

 

991

 

931

 

1,892

 

Cash and equivalents at end of period

 

$

885

 

$

931

 

$

885

 

$

931

 

 



 

TEXTRON INC.

GAAP to Non-GAAP Reconciliation

Adjusted Income/Earnings Per Share from Continuing Operations

(In millions, except share data)

 

A reconciliation of income/(loss) from continuing operations in accordance with GAAP (Generally Accepted Accounting Principles) to adjusted income from continuing operations on a non-GAAP basis is provided below.

 

 

 

Q4 2011

 

Full Year 2011

 

 

 

Pre-Tax

 

EPS

 

Pre-Tax

 

EPS

 

Loss from continuing operations — GAAP

 

(30

)

(0.06

)

337

 

0.79

 

Valuation allowance on transfer of Golf Mortgage portfolio to held for sale

 

186

 

0.41

 

186

 

0.39

 

Loss on extinguishment of convertible notes

 

55

 

0.14

 

55

 

0.13

 

Textron Systems intangible asset impairment and severance costs

 

60

 

0.13

 

60

 

0.12

 

Gain on collection of notes receivable from a prior disposition

 

(59

)

(0.13

)

(59

)

(0.12

)

Adjusted income from continuing operations - Non-GAAP

 

$

212

 

$

0.49

 

$

579

 

$

1.31

 

 

 

 

 

 

 

 

 

 

 

Diluted average shares outstanding (in thousands)

 

 

 

292,492

 

 

 

307,255

 

 

Adjusted income from continuing operations is a non-GAAP financial measure. This measure is disclosed by management as additional information to investors in order to provide them with an alternative method for assessing our operating results. This measure is not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies.

 

Per share information for the fourth quarter is calculated using fully diluted shares outstanding.