Case Corporation Reports Third Quarter Results.RACINE Racine (rəsēn`), industrial city (1990 pop. 84,298), seat of Racine co., SE Wis., on Lake Michigan, at the mouth of the Root River; inc. 1848. , Wis adv. 1. Certainly; really; indeed. v. t. 1. To think; to suppose; to imagine; - used chiefly in the first person sing. present tense, I wis. See the Note under Ywis. .--(BUSINESS WIRE)--Oct. 26, 1999-- - Case reports net loss of $3 million, or $.04 per share. - Worldwide revenues of $1.3 billion were lower primarily due to continued weak demand for agricultural equipment. - Aggressive production decreases result in a $670 million, or 19 percent, reduction in receivables Receivables An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed and inventories from prior year. Lower production levels will continue into the fourth quarter. - Proposed Case merger with New Holland (NYSE NYSE See: New York Stock Exchange :NH) continues on plan for completion later this year. Case Corporation (NYSE:CSE (Certified Systems Engineer) See Microsoft certification. ) today reported a net loss of $3 million, or $.04 per share, for the third quarter of 1999, reflecting the company's previously announced lower production levels in the quarter and a substantial change in the company's geographic sales mix sales mix See product mix. . In the prior year period, Case reported net income of $63 million, or $.82 per share. Third quarter revenues were $1.3 billion, down from $1.5 billion in the third quarter of 1998. Substantially lower sales in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. and Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. were partially offset by higher sales in Europe Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). and
Asia.Case reported an operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. of $12 million for the third quarter, compared to operating earnings Operating Earnings Profits after subtracting expenses such as marketing, cost of goods sold, administration and general operating costs from revenue. Notes: Tax and interest expenses are not subtracted - operating earnings are synonymous with EBIT (earnings before of $106 million in the prior year. Net income declined primarily due to lower sales volumes in North America, particularly in higher margin, large agricultural equipment. This more than offset improvements in the company's manufacturing performance, savings from restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). actions, one-time one-time adj. 1. or one·time a. Occurring or undertaken only once: a one-time winner in 1995. b. tax benefits and higher pricing year-over-year. For the first nine months of 1999, the company recorded a net loss of $15 million, or $.24 per share, compared with net income of $258 million, or $3.30 per share, for the same period last year. Revenues for the first nine months of 1999 were $3.9 billion, versus $4.6 billion in 1998. Operating earnings were $33 million for the first nine months of 1999, compared with $414 million last year. "Our third quarter results reflect the significant decline in industry sales of large agricultural equipment in North America," said Jean-Pierre Rosso, Case chairman and chief executive officer. "In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with this decline, we reduced third quarter production dramatically from the prior year, and we are successfully aligning a·lign v. a·ligned, a·lign·ing, a·ligns v.tr. 1. To arrange in a line or so as to be parallel: align the tops of a row of pictures; aligned the car with the curb. inventories in accordance with our supply chain management strategies. As a result, our cash flow was strong in the quarter, and we placed the company in a favorable position Noun 1. favorable position - the quality of being at a competitive advantage favourable position, superiority advantage, vantage - the quality of having a superior or more favorable position; "the experience gave him the advantage over me" to quickly improve as the market recovers." Management Actions During the quarter, the company lowered industrial receivables and inventories to $2.8 billion, a reduction of $670 million, or 19 percent, from the prior year, despite significantly lower retail demand. The company now expects further sales declines in agricultural equipment, particularly in combines and row-crop tractors, for the balance of 1999 and, as a result, will continue to reduce its production to maintain inventory levels in a period of lower demand. In addition, fourth quarter production of construction equipment will be lower as part of the company's ongoing supply chain management initiative to achieve lower inventory levels. These actions will impact Case's fourth quarter results, and the company expects to be moderately unprofitable for this period. In August, Case signed an agreement with Textron Inc., to develop a revolutionary new monitor using near infra-red sensing technology that will enable farmers to measure the protein and oil content of grain harvested by Case IH combines. The analyzer analyzer /ana·ly·zer/ (an´ah-li?zer) 1. a Nicol prism attached to a polarizing apparatus which extinguishes the ray of light polarized by the polarizer. 2. will provide farmers with point-of-harvest information about the value of their grain and, for the first time, make it possible for farmers to segregate seg·re·gate v. seg·re·gat·ed, seg·re·gat·ing, seg·re·gates v.tr. 1. To separate or isolate from others or from a main body or group. See Synonyms at isolate. 2. high value, identity-preserved grain. This can allow farmers to receive price premiums when marketing their crops. In October, Case formed a 50/50 joint venture with Larsen & Toubro Limited for the manufacture and sale of construction equipment, specifically loader/backhoes and vibratory vibratory /vi·bra·to·ry/ (vi´brah-tor?e) vibrating or causing vibration. vibratory vibrating or causing vibration; vibritile. compactors, in India. Under terms of the joint venture agreement, Larson & Toubro will transfer its Pithampur, India, operations to the new joint venture, which is named L&T-Case Equipment Limited, and Case will license a loader/backhoe design, which will be produced at the Pithampur plant. In addition, the joint venture will manufacture and sell the lines of vibratory compactors currently sold by Larsen & Toubro in India. Equipment Sales Construction Equipment - Worldwide retail unit sales unit sales Sales measured in terms of physical units rather than dollars. Unit sales data are often used by financial analysts when evaluating the health of a company. of Case construction equipment in the third quarter posted a slight increase over the previous year. In the company's Asia Pacific region, retail sales were substantially higher than the low levels of the third quarter of 1998. The sales growth was led by skid steers. In Europe, a double-digit rise in retail sales was led by significant gains in excavators and skid steers. Sales of wheel loaders also improved. In North America, strong sales of excavators and skid steers were partially offset by lower sales of loader/backhoes, crawlers and wheel loaders. And in Latin America, retail sales were lower in nearly every product category as economic conditions in the region, particularly Brazil, have resulted in a major reduction in construction activity. Agricultural Equipment -- Case retail unit sales of agricultural equipment around the world declined by 3 percent compared to the third quarter of 1998. However, overall retail sales of large-scale, production agricultural equipment in North America and Latin America were down substantially, reflecting the impact of lower commodity prices on farmers who participate in export markets. In Europe, retail sales of Case agricultural equipment rose in large row-crop tractors, combines and cotton pickers The mechanical cotton picker is a machine that automates cotton harvesting. It was first invented in the 1920s, but was not made practical until the 1950s, and even then, it was not immediately implemented on most farms. , largely the result of increased business in the Commonwealth of Independent States Commonwealth of Independent States (CIS), community of independent nations established by a treaty signed at Minsk, Belarus, on Dec. 8, 1991, by the heads of state of Russia, Belarus, and Ukraine. Between Dec. 8 and Dec. . Sales of small- and mid-size tractors were down slightly from last year's third quarter. In the Asia Pacific region, retail sales improved from 1998 with higher activity in all major product categories. Market Outlook Industry demand for agricultural equipment continued to decline during the third quarter of 1999, principally in combines and large row-crop tractors in North America. This decline was driven by sustained low commodity prices, resulting from continued high grain stock levels and historically lower exports of farm commodities to Asia and other markets. The decline in exports has particularly affected large-scale, production agriculture farmers. While prospects for exports have improved, a strong 1999 harvest has kept commodity prices at low levels. In addition, financing for equipment purchases in emerging markets remains extremely difficult. As a result of these factors, the company now expects retail sales of higher-margin, production agricultural equipment in North America to decline by approximately 35 to 40 percent in 1999. However, due to stronger sales in Europe and Asia, worldwide sales of agricultural equipment are still expected to be approximately 8 to 10 percent lower than the previous year. The global outlook for the construction equipment market continues to be stable, with the exception of Latin America. In North America, demand for the balance of 1999 is expected to remain strong, supported by sustained levels of construction activity and a healthy economy. Overall conditions remain favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. for construction activity, even though interest rates have risen recently. In Europe, the sales outlook continues to improve as a result of stronger market conditions in France and the United Kingdom. In the Asia Pacific region, business conditions have improved and the company expects construction equipment sales to rise slightly from low 1998 levels. In Latin America, weaker economic conditions have resulted in declines in government spending Government spending or government expenditure consists of government purchases, which can be financed by seigniorage, taxes, or government borrowing. It is considered to be one of the major components of gross domestic product. and commercial privatization privatization: see nationalization. privatization Transfer of government services or assets to the private sector. State-owned assets may be sold to private owners, or statutory restrictions on competition between privately and publicly owned , principally in Brazil. This is driving 1999 Brazilian construction activity to be significantly lower than prior year. In total, worldwide construction equipment sales in 1999 are expected to remain unchanged from 1998 levels. The information included in this news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. and involves risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The company's outlook is predominantly pre·dom·i·nant adj. 1. Having greatest ascendancy, importance, influence, authority, or force. See Synonyms at dominant. 2. based on its interpretation of what it considers key economic assumptions. Crop production and commodity prices are strongly affected by weather and can fluctuate significantly. Housing starts and other construction activity are sensitive to interest rates and government spending. Some of the other significant factors for the company include general economic and capital market conditions, the cyclical cyclical Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements. nature of its business, foreign currency movements, the company's and its customers' access to credit, political uncertainty and civil unrest Unrest is a sociological phenomenon, for instance:
A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. Annual Report for 1998, as filed and amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. with the Securities and Exchange Commission: Business - Employees, Business - Environmental Matters, Business - Significant International Operations Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. , Business - Seasonality and Production Schedules, Business - Competition, Legal Proceedings All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. , and Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial of Financial Condition and Results of Operations. Case Corporation is a leading worldwide designer, manufacturer and distributor of agricultural and construction equipment, and offers a broad array of financial products and services. Headquartered in Racine, Wisconsin Racine is a city in Racine County, Wisconsin, United States, located beside Lake Michigan at the mouth of the Root River.[2] As of the 2006 census, the city had a total population of 79,592.[3] It is the county seat of Racine County. , Case had 1998 revenues of $6.1 billion and sells its products in 150 countries through a network of approximately 4,900 independent dealers. The following is issued in conjunction with Case Corporation's 1999 third quarter results: Case Capital Portfolio Increases 19 Percent LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--Oct. 26, 1999-- - Revenues increased 11 percent to $120 million - Net income down 8 percent, to $23 million, as rising interest rates narrowed margins - Managed portfolio grows to $7.5 billion Case Capital Corporation today announced net income of $23 million for the third quarter, down slightly from $25 million in the comparable period last year. Revenues increased 11 percent over the prior year period to $120 million. The year-over-year decrease in net income is attributed to lower margins on receivables and lower gains on asset-backed securitizations due to a rising interest rate environment and competitive market conditions. For the first nine months, revenues increased 31 percent over the prior year to $346 million. Net income for the first nine months was $64 million, up slightly from the $62 million reported in the comparable period last year. The improvement in net income is attributed to higher financing income from strong growth in receivables and leases. The increase was partially offset by higher operating expenses Operating expenses The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted. , lower gains on asset-backed securitizations and additional provisions for loan losses. The increased loss provisions support Case Capital's growing portfolio as well as higher losses resulting from the weakening weak·en tr. & intr.v. weak·ened, weak·en·ing, weak·ens To make or become weak or weaker. weak  en·er n. agricultural market.Case Capital's managed portfolio grew to $7.5 billion as of September 30, 1999, a 19 percent increase year-over-year. While Case Capital's diversification Diversification A risk management technique that mixes a wide variety of investments within a portfolio. It is designed to minimize the impact of any one security on overall portfolio performance. Notes: Diversification is possibly the greatest way to reduce the risk. initiatives contributed to the portfolio growth, sustained weakness in the farm economy continues to put pressure on the agricultural segment of the business. "Given significant declines in our core market, we're proud to report continued growth in our portfolio," stated Ted R. French, chairman, Case Capital. "Our ability to sustain growth despite a weakening economy demonstrates the soundness of our strategy." Case Capital continued to grow its diversified diversified (di·verˑ·s business significantly, partially offsetting the impact of weak retail demand in the agricultural equipment market. Diversified originations, generated primarily through rganization is focused on operational excellencerowth for Case Capital." Case Capital Corporation, a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Case Corporatioring products through Case Credit Corporation, S and Australia. Soris offers its products through diverse dealer networks in North America. Based in Lincoln Lincoln, city and district, England Lincoln, city (1991 pop. 79,980) and district, Lincolnshire, E England, in the Parts of Kesteven, on the Witham River. ---- ---- Revenues Net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight $1,139 $1,418 Interest income and other 127 116 -------------- ------------- Total 1,266 1,534 Costs and Expenses Cost of goods sold Cost of goods sold The total cost of buying raw materials, and paying for all the factors that go into producing finished goods. cost of goods sold 994 1,149 Selling, general and administrative 154 146 Research, development and engineering 45 58 Interest expense 79 66 Other, net 27 21 -------------- ------------- Total 1,299 1,440 Income (loss) before taxes (33) 94 Income tax provision (benefit) (30) 31 -------------- ------------- (3) 63 Equity in income - Case Capital -------------- ------------- Net income (loss) $ (3) $ 63 ============== ============= Preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. dividends - 2 -------------- ------------- Net income (loss) to common $ (3) $ 61 ============== ============= CASE INDUSTRIAL Three Months Ended September 30, ----------------------------- 1999 1998 ---- ---- Revenues Net sales $1,139 $1,418 Interest income and other 10 11 -------------- ------------- Total 1,149 1,429 Costs and Expenses Cost of goods sold 994 1,149 Selling, general and administrative 137 134 Research, development and engineering 45 58 Interest expense 33 26 Other, net 8 7 -------------- ------------- Total 1,217 1,374 Income (loss) before taxes (68) 55 Income tax provision (benefit) (42) 17 -------------- ------------- (26) 38 Equity in income - Case Capital 23 25 -------------- ------------- Net income (loss) $ (3) $ 63 ============== ============= CASE CAPITAL Three Months Ended September 30, ----------------------------- 1999 1998 ---- ---- Revenues Net sales $ - $ - Interest income and other 120 108 -------------- ------------- Total 120 108 Costs and Expenses Cost of goods sold Selling, general and administrative 17 12 Research, development and engineering Interest expense 49 43 Other, net 19 14 -------------- ------------- Total 85 69 Income (loss) before taxes 35 39 Income tax provision (benefit) 12 14 -------------- ------------- 23 25 Equity in income - Case Capital -------------- ------------- Net income (loss) $ 23 $ 25 ============== ============= $ (0.04) $0.82 See Notes to Interim Financial Statements. CASE CORPORATI 1999 1998368 288 -------------- ------------- Total 3,442 Selling, general and administrative 85 45 Income tax provision (benefit) --------========== CASE INDUSTRIAL Nine Months Ended September 30, ----------------------------- 1999 1998 ---- ---- Revenues Net sales $ 3,569 $ 4,361 Interest income and other 31 27 -------------- ------------- Total 3,600 4,388 Costs and Expenses Cost of goods sold 3,020 3,442 Selling, general and administrative 439 414 Research, development and engineering 140 167 Interest expense 98 70 Other, net 32 13 -------------- ------------- Total 3,729 4,106 Income (loss) before taxes (129) 282 Income tax provision (benefit) (50) 86 -------------- ------------- (79) 196 Equity in income - Case Capital 64 62 -------------- ------------- Net income (loss) $ (15) $ 258 ============== ============= CASE CAPITAL Nine Months Ended September 30, ----------------------------- 1999 1998 ---- ---- Revenues Net sales $ - $ - Interest income and other 346 264 -------------- ------------- Total 346 264 Costs and Expenses Cost of goods sold Selling, general and administrative 52 33 Research, development and engineering Interest expense 141 103 Other, net 53 32 -------------- ------------- Total 246 168 Income (loss) before taxes 100 96 Income tax provision (benefit) 36 34 -------------- ------------- 64 62 Equity in income - Case Capital -------------- ------------- Net income (loss) $ 64 $ 62 ============== ============= Earnings (loss) per Common Share (EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. ): Basic EPS $ (0.24) $3.44 Diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. EPS $ (0.24) $3.30 See Notes to Interim Financial Statements. Case Corporation Revenues and Net Sales September 30, 1999 (Millions) Three Months Ended ---------------------- % 1999 1998 Change ------- ------- ------ Revenues: Net sales Agricultural equipment $ 709 $ 888 -20% Construction equipment 430 530 -19% -------- -------- Total net sales 1,139 1,418 -20% Financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. 120 108 11% Other revenues 7 8 -13% -------- -------- Total revenues $ 1,266 $ 1,534 -17% ======== ======== Net sales: North America $ 461 $ 769 -40% Europe(a) 520 472 10% Asia Pacific 88 77 14% Latin America 70 100 -30% -------- -------- Total net sales $ 1,139 $ 1,418 -20% ========= ========= Nine Months Ended ---------------------- % 1999 1998 Change ------- ------- ------ Revenues: Net sales Agricultural equipment $ 2,014 $ 2,687 -25% Construction equipment 1,555 1,674 -7% -------- -------- Total net sales 3,569 4,361 -18% Financial services 346 264 31% Other revenues 22 24 -8% -------- -------- Total revenues $ 3,937 $ 4,649 -15% 2% Latin America 171 264 -35% ======== ======== (a)Includes Africa ---- Assets Cash and cash equivalents $ 184 $ 108 Accounts, notes receivable and other - net 4,476 4,464 Inventories 1,276 1,445 Property, plant and equipment - net 1,042 1,041 Equipment on operating leases Operating Lease A lease contract that allows the use of an asset, but does not convey rights similar to ownership of the asset. Notes: An operating lease is not capitalized it is accounted for as a rental expense. - net 528 422 Investment in Case Capital Goodwill and intangibles 345 325 Other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. 919 656 -------------- ------------- Total $8,770 $8,461 ============== ============= Liabilities and Equity Current maturities of long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. $ 9 $ 5 Short-term debt Short-term debt Debt obligations, recorded as current liabilities, requiring payment within the year. 1,029 2,115 Accounts payable and other accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. liabilities 1,278 1,415 Long-term debt 3,671 2,020 Other liabilities other liabilities Small and relatively insignificant liabilities. For financial reporting purposes, firms often combine small liabilities into this single category rather than listing each liability separately. 638 490 -------------- ------------- Total Liabilities 6,625 6,045 Equity 2,145 2,416 -------------- ------------- Total $8,770 $8,461 ============== ============= CASE INDUSTRIAL September 30, ----------------------------- 1999 1998 ---- ---- Assets Cash and cash equivalents $ 145 $ 85 Accounts, notes receivable and other - net 1,543 2,044 Inventories 1,276 1,445 Property, plant and equipment - net 1,038 1,039 Equipment on operating leases - net Investment in Case Capital 529 411 Goodwill and intangibles 345 325 Other assets 600 496 -------------- ------------- Total $5,476 $5,845 ============== ============= Liabilities and Equity Current maturities of long-term debt $ 9 $ 5 Short-term debt 600 920 Accounts payable and other accrued liabilities 1,210 1,373 Long-term debt -------------- ------------- Total Liatal $5,476 $5,845 ==== September 30, Cash and cash equivalents $ 39 2 Equipment on operating leases -------------- ------------- Total $3,843 $3,034 debt $ - $ - Short-term Short-term Any investments with a maturity of one year or less. short-term 1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time. d 2,681 1,351 Other liabilities 116 28 Equity 529 ============== ============= See Notes to consolidated results of Case Corporation and consolidated subsidiaries ("Case" or "the Company"). and construction equipment operations, with the Company's wholly owned credit subsidiary ("Case Capital's credit subsidiaries. Case Capital providit card. Certain reclassifications have been made to conform the prior year's financial statements ruction equipment and financial services. principles and extraordinary items, including the income of Case Capital on an equity basis. A re Three Nine Months Ended Months Ended ---------- 1999 1998 1999 1998 vision (benefit) (42) 17 (50) $106 $ 33 $414 ==== ==== ==== ==== Nine Months Ended Months Ended 1999 1998 1999 1998 ---- ---- - 50 130 167 Financial services the reversal of previously recorded global tax reserves, state tax benefits, recognition of tax benefits from the Company's foreign sales corporation Foreign Sales Corporation (FSC) A special type of corporation created by the Tax Reform Act of 1984 that is designed to provide a tax incentive for exporting U.S.-produced goods. and research and development tax credits, partially offset by foreign income taxed at different rates and losses in certain foreign jurisdictions for which no immediate tax benefit was recognizable. Case Industrial's effective tax rate of 30% for the first nine months of 1998 reflects the recognition of tax benefits from the Company's foreign sales corporation, research and development tax credits, and reductions in the tax valuation reserves in certain foreign jurisdictions, partially offset by state income taxes and foreign income taxed at different rates. Case Capital's effective income tax rate of 36% for the first nine months of 1999 was slightly higher than the U.S. statutory tax rate primarily due to foreign income taxed at different rates and state income taxes. For the first nine months of 1998, Case Capital's effective tax rate of 35% was equal to the U.S. statutory rate. (4) Earnings (loss) per common share ("EPS") (in millions, except per share data): Three Nine Months Ended Months Ended September 30, September 30, ------------- ------------ 1999 1998 1999 1998 ---- ---- ---- ---- Basic EPS --------- Net income (loss) to common $ (3) $ 61 $ (18) $ 253 Weighted-average shares outstanding - Basic 77.4 72.6 74.5 73.4 Basic EPS $(0.04) $0.84 $(0.24) $3.44 Diluted EPS ----------- Net income (loss) $ (3) $ 63 $ (18) $ 258 Weighted-average shares outstanding - Diluted 77.4 76.7 74.5 78.0 Diluted EPS(a) $(0.04) $0.82 $(0.24) $3.30 (a)Basic and Diluted EPS for the three and nine months ended September 30, 1999 are the same as the securities are antidilutive antidilutive Of or relating to the conversion of convertible securities into common stock when such conversion would result in an increase in diluted earnings per share or a decrease in diluted loss per share. . (5) On May 15, 1999, Case Corporation, a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. ("Case"), Fiat S.p.A., a company organized under the laws of Italy, New Holland N.V., a company organized under the laws of the Netherlands, and Fiat Acquisition Corporation, a Delaware Delaware, state, United States Delaware (dĕl`əwâr, –wər), one of the Middle Atlantic states of the United States, the country's second smallest state (after Rhode Island). corporation and a wholly owned subsidiary of Fiat ("Merger Sub"), entered into an Agreement and Plan of Merger whereby Merger Sub will merge (the "Merger") with and into Case, with Case as the surviving corporation in the Merger (the "Merger Agreement"). At the effective time of the Merger, each share of Case Common Stock, par value $0.01 per share, outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $55 in cash. Consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the Merger is subject to a number of conditions, including (i) the approval and adoption of the Merger Agreement by the stockholders of Case entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to vote thereon there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that , (ii) the expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of all required regulatory waiting periods applicable to the Merger, and (iii) certain other customary conditions. A Special Meeting of Stockholders was held on August 17, 1999, for the purpose of considering and voting on a proposal to approve and adopt the Merger Agreement. The Stockholders of Case Corporation approved the proposal to approve and adopt the Merger Agreement. (6) On June 2, 1999, Case called for the redemption of all 1.5 million outstanding shares of its Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") on July 6, 1999. All holders of Series A Preferred Stock elected to convert each share of such stock into 2.2686 shares of Case Common Stock prior to the time of redemption. |
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