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Crompton Reports Fourth Quarter and Full Year Results; Continues to Make Progress on Restoring Margins.


MIDDLEBURY Middlebury College is a liberal-arts college in Middlebury, Vermont, founded in 1800.

Middlebury is the name of some places in the United States of America:
  • Middlebury, Connecticut
  • Middlebury, Illinois
  • Middlebury, Indiana
  • Middlebury, New York
, Conn. -- Crompton Corporation Crompton Corporation, formerly Crompton and Knowles, is a chemical research, production, sales and distribution company headquartered in Middlebury, Connecticut. The company produces specialty chemicals used for polymers, fire suppressants and retardants, pool and spa water  (NYSE NYSE

See: New York Stock Exchange
: CK) reported a fourth quarter net loss of $55.9 million, or 49 cents per share Cents per share

The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned.
, compared to a net loss of $58 million, or 52 cents per share, in the fourth quarter of 2003.

The net loss for the fourth quarter of 2004 of $55.9 million, or 49 cents per share, included pre-tax pre-tax adjanterior al impuesto

pre-tax adjavant impôt(s)

pre-tax adjal lordo d'imposta 
 charges for antitrust Antitrust

The antitrust laws apply to virtually all industries and to every level of business, including manufacturing, transportation, distribution, and marketing. They prohibit a variety of practices that restrain trade.
 costs of $96.9 million (including a charge of $93.1 million in connection with the expected settlement of three direct purchaser class action lawsuits class action lawsuit

A lawsuit in which one party or a limited number of parties sue on behalf of a larger group to which the parties belong. For example, investors may bring a class action lawsuit against a brokerage firm that has actively promoted a tax
), facility closures, severance The act of dividing, or the state of being divided.

The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when
 and related costs of $17.1 million, an $8 million charge related to an environmental matter, and pre-tax gains of $2.0 million related to the earlier divestment divestment to strip one's investment from an entity.  of our 50% interest in the Gustafson A derivative of the name Gustav, Gustafson, Gustafsson, Gustavson, and/or Gustavsson, is a group of fairly common surnames of Swedish origin, and may refer to any of the following people: Gustafson
 joint venture and $4.3 million related to higher equity income resulting from an income tax adjustment for our Rubicon Rubicon (r`bĭkŏn), Lat. Rubico, small stream that flows into the Adriatic and in Roman times marked the boundary between Cisalpine Gaul and ancient Italy. In 49 B.C.  joint venture.

The net loss for the fourth quarter of 2003 of $58 million, or 52 cents per share, included pre-tax charges for antitrust costs of $51.5 million (including a charge of $45.2 million relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the settlement of U.S. and Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  antitrust fines), and facility closures, severance and related costs of $5.5 million.

Fourth quarter 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
 of $639.3 million were 14 percent above the prior year with nine percent due to improved selling prices, three percent due to the favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 impact of foreign currency translation, and two percent due to improved unit volume.

"We have made significant strides towards meeting key objectives," said Robert Robert, Henry Martyn 1837-1923.

American army engineer and parliamentary authority. He designed the defenses for Washington, D.C., during the Civil War and later wrote Robert's Rules of Order (1876).

Noun 1.
 L. Wood, chairman, president and chief executive officer. "We recently announced a major expected settlement of antitrust-related litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
, and improved our margins by raising prices and reducing costs. However, our reported earnings continue to suffer from a number of legacy issues that we are working to put behind us. In addition, our work on pricing is far from complete as we expect further significant increases in raw material and energy costs in 2005.

"We also completed our organizational redesign re·de·sign  
tr.v. re·de·signed, re·de·sign·ing, re·de·signs
To make a revision in the appearance or function of.



re
, which will result in a $50 million improvement in earnings this year. Cash from operations increased in the fourth quarter compared to the prior year, and our recent refinancing Refinancing

An extension and/or increase in amount of existing debt.
, combined with improved earnings from operations, is providing us the flexibility to move forward in putting antitrust matters behind us so that we can, over time, focus on reducing our debt. By setting clear goals for our organization and executing well, we made considerable progress in 2004. We have plans and strategies in place to continue to improve our business platform and our earnings, all with the objective of building the world's best specialty chemicals A Specialty chemical is a chemical produced for a specialized use. They are produced in lower volume than bulk chemicals, of which petrochemicals, made from oil feedstocks, are the most common. However, both are produced in a chemical plant.  company."

For the year ended December December: see month.  31, 2004, the Company reported a net loss of $34.6 million, or 30 cents per share, compared to net earnings of $19 million, or 17 cents per share, for the year ended December 31, 2003.

The net loss for the year ended December 31, 2004 included an after-tax af·ter-tax also af·ter·tax
adj.
Relating to or being that which remains after payment, especially of income taxes: after-tax profits. 
 gain on the sale of discontinued operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
 of $2.1 million, or two cents per share, resulting from a purchase price adjustment settlement and other matters related to the July July: see month.  31, 2003 sale of our OrganoSilicones business unit. The net loss from continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
 for the year ended December 31, 2004 of $36.7 million, or 32 cents per share, included pre-tax divestment gains of $96.6 million primarily from the sale of our 50% interest in the Gustafson seed treatment joint venture, higher equity income of $4.3 million resulting from an income tax adjustment for our Rubicon joint venture, and pre-tax charges for antitrust costs of $113.7 million, facility closures, severance and related costs of $63.1 million, a loss on the early extinguishment The destruction or cancellation of a right, a power, a contract, or an estate.

Extinguishment is sometimes confused with merger, though there is a clear distinction between them.
 of debt of $20.1 million in connection with our refinancing completed on August 16, 2004, supplemental executive retirement costs of $8.1 million and an $8 million charge related to an environmental matter.

Net earnings for the year ended December 31, 2003 included an after-tax gain on the sale of discontinued operations of $111.7 million, or 99 cents per share, resulting from the sale of our OrganoSilicones business unit, after-tax earnings from discontinued operations of $26.3 million, or 23 cents per share, and a cumulative effect of accounting change of $0.4 million. The loss from continuing operations for the year ended December 31, 2003 of $118.7 million, or $1.05 per share, included pre-tax charges for antitrust costs of $77.7 million, a loss on the early extinguishment of debt of $24.7 million and facility closures, severance and related costs of $19.6 million.

The tax rate for the year ended December 31, 2004 was a benefit of 56 percent compared to a benefit of 23 percent for the year ended December 31, 2003. The 2004 effective tax rate was impacted by reserve adjustments largely due to the resolution of prior years' tax audits, offset in part by the $98.1 million of antitrust settlements in 2004, which are partially deductible That which may be taken away or subtracted. In taxation, an item that may be subtracted from gross income or adjusted gross income in determining taxable income (e.g., interest expenses, charitable contributions, certain taxes). . The 2003 effective tax rate reflected $45.2 million of antitrust fines that were not deductible for tax purposes.

Net sales for the year ended December 31, 2004 of $2.5 billion were 17 percent above the $2.2 billion in the year ended December 31, 2003. This increase was due to improved unit volume of five percent, sales attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to the GE Specialty Chemicals business that the Company acquired on July 31, 2003 of five percent, improved selling prices of four percent, and favorable foreign currency translation of three percent.

Fourth quarter operating results for the Company's reporting segments are summarized as follows:

Polymer polymer (pŏl`əmər), chemical compound with high molecular weight consisting of a number of structural units linked together by covalent bonds (see chemical bond).  Products

Polymer additives sales of $366.3 million were up 13% from the prior year due to improved pricing of 11% and favorable foreign currency translation of three percent, offset in part by a one percent decline in unit volume. Plastic additives sales increased 15% due mainly to higher selling prices. Rubber and urethane urethane (yoor´ithān´),
n ethyl carbamate used as an anesthetic agent for laboratory animals, formerly used as a hypnotic in humans.
 additives sales each rose two percent mainly as a result of higher selling prices and favorable foreign currency translation, partially offset by lower unit volume. Petroleum additives sales were up 25% due primarily to improved pricing and higher unit volume. Operating profit Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 of $20.4 million for polymer additives was up $21.3 million from the fourth quarter of 2003 primarily as a result of favorable pricing and lower operating costs operating costs nplgastos mpl operacionales  mainly attributable to cost saving programs, offset in part by higher raw material costs.

Polymers sales of $87.7 million increased 21% from the prior year due to an increase in selling prices of 11%, higher unit volume of eight percent and favorable foreign currency translation of two percent. EPDM EPDM Ethylene-Propylene-Diene-Monomer
EPDM Enterprise Product Data Management
EPDM Ethylene Propylene Dimonomer (industrial/commercial piping/plumbing components)
EPDM Engineering Product Data Management
 sales were up 29% due mainly to favorable pricing and higher unit volume. Urethanes sales rose 13% mainly as a result of higher unit volume. Operating profit for polymers of $16.0 million was up $8.4 million from the prior year due primarily to improved pricing, savings related to cost reduction initiatives and increased unit volume, offset in part by higher raw material and energy costs.

Polymer processing equipment sales of $54.7 million were up 17% from the prior year due to higher unit volume of 13%, favorable foreign currency translation of three percent and a one percent improvement in pricing. Operating profit for polymer processing equipment of $3.3 million was down 5% from the fourth quarter of 2003 as the impact of higher unit volume and favorable pricing was more than offset by higher costs, including warranty An assurance, promise, or guaranty by one party that a particular statement of fact is true and may be relied upon by the other party.

Warranties are used in a variety of commercial situations. In many instances a business may voluntarily make a warranty.
 and product performance reserves. The backlog Backlog

The total value of sales orders waiting to be fulfilled.

Notes:
This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings.
 at the end of December of $86 million was up $24 million from the end of 2003.

Specialty A contract under seal.

A specialty is a written document that has been sealed and delivered and is given as security for the payment of a specifically indicated debt.
 Products

Crop protection sales of $69.6 million rose 14% from the prior year due to higher unit volume of nine percent, favorable foreign currency translation of three percent and a two percent improvement in selling prices. Operating profit for crop protection of $9.8 million was down $4.3 million or 31% from the prior year due to the absence of prior year Gustafson equity income of $6.4 million, offset by higher unit volume and favorable pricing.

Refined products sales of $65.0 million increased 10% from the prior year due to improved pricing of 10% and favorable foreign currency translation of two percent, partially offset by a two percent decline in unit volume. The 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.
 for refined products of $37 thousand was favorable by $2.9 million versus the fourth quarter of 2003 due primarily to improved pricing and lower operating costs mainly relating to the absence of expenses resulting from a prior year plant shutdown shut·down  
n.
A cessation of operations or activity, as at a factory.


shutdown
Noun

the closing of a factory, shop, or other business

Verb

shut down
 and cost saving initiatives, offset in part by higher raw material costs.

The Company will post informational slides to the Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 section of its Web site that investors may wish to refer to during Crompton's teleconference and live audio webcast on February February: see month.  3, 2005 at 9:00 a.m. EST EST electroshock therapy.

EST
abbr.
electroshock therapy
. The dial-in number for the call is (612) 332-0725. Replay of the call will be available for two weeks starting at 12:30 p.m. on February 3. To access the replay, call (320) 365-3844 and enter access code 765572.

Crompton Corporation, with annual sales of $2.5 billion, is a producer and marketer of specialty chemicals and polymer products and equipment. Additional information concerning Crompton Corporation is available at www.cromptoncorp.com.

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.


Certain statements made in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, general economic conditions, the outcome and timing of antitrust investigations and related civil lawsuits to which the Company is subject, the ability to obtain selling price increases, pension and other post-retirement benefit plan assumptions, energy and raw material prices and availability, production capacity, changes in interest rates and foreign currency exchange rates, changes in technology, market demand and customer requirements, the enactment of more stringent environmental laws and regulations, the ability to realize expected cost savings under the Company's cost reduction initiatives, the amount of any additional earn-out Earn-out

Refers to an additional payment in a merger or acquisition that is not part of the original acquisition cost, which is based on the acquired company's future earnings relative to a level determined by the merger agreement.
 payments from GE, the ability to reduce the Company's debt levels, and other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. These statements are based on the Company's estimates and assumptions and on currently available information. The forward-looking statements include information concerning our possible or assumed future results of operations, and the Company's actual results may differ significantly from the results discussed. Forward-looking for·ward-look·ing
adj.
Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan.

Adj. 1.
 information is intended to reflect opinions as of the date this release was issued and such information will not necessarily be updated by the Company.
CROMPTON CORPORATION
Consolidated Statements of Operations
Fourth quarter and twelve months ended 2004 and 2003
(In thousands of dollars, except per share data)

                                Fourth Quarter   Twelve months ended
                              ------------------ ---------------------
                                2004      2003      2004       2003
                              --------- -------- ---------- ----------

 Net sales                   $ 639,278 $560,981 $2,549,762 $2,185,043

 Cost of products sold         485,669  426,243  1,907,226  1,616,092
 Selling, general and admin.    82,678   89,422    364,062    353,026
 Depreciation and
  amortization                  33,030   30,553    126,086    115,369
 Research and development       12,122   13,914     49,577     51,467
 Equity income                  (4,271)  (6,400)   (14,109)   (13,169)
 Facility closures, severance
  and related costs             17,050    5,489     63,115     19,560
 Antitrust costs                96,907   51,456    113,736     77,716
                              --------- -------- ---------- ----------

 Operating loss                (83,907) (49,696)   (59,931)   (35,018)
 Interest expense               22,775   16,715     78,441     89,653
 Loss on early extinguishment
  of debt                            -        -     20,063     24,699
 Other (income) expense, net     7,577   (2,071)   (75,036)     5,383
                              --------- -------- ---------- ----------

 Loss from continuing
  operations before income
  taxes and cumulative effect
  of accounting change        (114,259) (64,340)   (83,399)  (154,753)
 Income tax benefit            (58,342)  (6,311)   (46,667)   (36,102)
                              --------- -------- ---------- ----------

 Loss from continuing
  operations before
  cumulative effect of
  accounting change            (55,917) (58,029)   (36,732)  (118,651)
 Earnings from discontinued
  operations                         -        -          -     26,314
 Gain on sale of discontinued
  operations                         -        -      2,142    111,692
 Cumulative effect of
  accounting change                  -        -          -       (401)
                              --------- -------- ---------- ----------

 Net earnings (loss)         $ (55,917)$(58,029)$  (34,590)$   18,954
                              ========= ======== ========== ==========

 Basic and diluted earnings
  (loss) per common share:
   Loss from continuing
    operations before
    cumulative effect of
    accounting change        $   (0.49)$  (0.52)$    (0.32)$    (1.05)
   Earnings from discontinued
    operations                       -        -          -       0.23
   Gain on sale of
    discontinued operations          -        -       0.02       0.99
   Cumulative effect of
    accounting change                -        -          -          -
                              --------- -------- ---------- ----------
   Net earnings (loss)       $   (0.49)$  (0.52)$    (0.30)$     0.17
                              ========= ======== ========== ==========

   Weighted average shares
    outstanding                115,121  112,166    114,736    112,531
                              ========= ======== ========== ==========


CROMPTON CORPORATION
Consolidated Balance Sheets
December 31, 2004 and 2003
(In thousands of dollars)

                                                   December   December
                                                      31,        31,
                                                     2004       2003
                                                 ---------- ----------
 ASSETS

   CURRENT ASSETS
   Cash                                         $  158,700 $   39,213
   Accounts receivable                             242,435    210,190
   Inventories                                     427,933    390,199
   Other current assets                            167,270    170,852
                                                 ---------- ----------
      Total current assets                         996,338    810,454
                                                 ---------- ----------

   NON-CURRENT ASSETS
   Property, plant and equipment                   734,529    774,612
   Cost in excess of acquired net assets           407,975    418,607
   Other assets                                    539,867    525,509
                                                 ---------- ----------

                                                $2,678,709 $2,529,182
                                                 ========== ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY

   CURRENT LIABILITIES
   Short-term borrowings                        $    4,294 $   60,695
   Accounts payable                                231,473    232,127
   Accrued expenses                                342,161    267,472
   Income taxes payable                            107,686    130,284
   Other current liabilities                        23,555     10,667
                                                 ---------- ----------
      Total current liabilities                    709,169    701,245
                                                 ---------- ----------

   NON-CURRENT LIABILITIES
   Long-term debt                                  862,251    754,018
   Pension and post-retirement health care
    liabilities                                    566,759    566,966
   Other liabilities                               211,550    204,244

   STOCKHOLDERS' EQUITY
   Common stock                                      1,192      1,192
   Additional paid-in capital                    1,032,282  1,034,027
   Accumulated deficit                            (647,678)  (590,157)
   Accumulated other comprehensive loss            (22,372)   (96,463)
   Treasury stock at cost                          (34,444)   (45,890)
                                                 ---------- ----------
      Total stockholders' equity                   328,980    302,709
                                                 ---------- ----------

                                                $2,678,709 $2,529,182
                                                 ========== ==========

CROMPTON CORPORATION
Consolidated Statements of Cash Flows
Twelve months ended 2004 and 2003
(In thousands of dollars)

                                                   Twelve Months Ended
                                                   -------------------
 Increase (decrease) in cash                          2004      2003
----------------------------------------------     --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings (loss)                            $ (34,590)$  18,954
   Adjustments to reconcile net earnings (loss)
   to net cash provided by (used in) operations:
     Gain on sale of Gustafson joint venture        (92,938)        -
     Cumulative effect of accounting change               -       401
     Gain on sale of discontinued operations         (2,142) (111,692)
     Loss on early extinguishment of debt            20,063    24,699
     Depreciation and amortization                  126,086   136,087
     Equity income                                  (14,109)  (13,169)
     Changes in assets and liabilities, net:
         Accounts receivable                          5,090    75,407
         Accounts receivable - securitization        (9,530)  (38,051)
         Inventories                                (17,127)   39,421
         Accounts payable                            (7,040)  (82,220)
         Other                                       62,513   (64,667)
                                                   --------- ---------
   Net cash provided by (used in) operations         36,276   (14,830)
                                                   --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net proceeds from divestments                    151,219   633,427
   Capital expenditures                             (65,231)  (87,591)
   Other investing activities                           253     1,707
                                                   --------- ---------
   Net cash provided by investing activities         86,241   547,543
                                                   --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   (Payments to) proceeds from domestic credit
    facility                                        (57,000)   32,000
   Payments on short-term borrowings               (349,956)   (1,824)
   Payments on long-term borrowings                (140,006) (478,380)
   Proceeds from long-term borrowings               597,499         -
   Premium paid on early extinguishment of debt     (19,044)  (23,804)
   Payments for debt issuance costs                 (23,113)        -
   Dividends paid                                   (22,931)  (22,556)
   Treasury stock acquired                                -   (22,080)
   Other financing activities                         8,606     2,323
                                                   --------- ---------
   Net cash used in financing activities             (5,945) (514,321)
                                                   --------- ---------

CASH
   Effect of exchange rates on cash                   2,915     3,880
                                                   --------- ---------

   Change in cash                                   119,487    22,272
   Cash at beginning of period                       39,213    16,941
                                                   --------- ---------

   Cash at end of period                          $ 158,700 $  39,213
                                                   ========= =========

CROMPTON CORPORATION
Segment Sales and Operating Loss
Fourth quarter and twelve months ended 2004 and 2003
(In thousands of dollars)

                                 Fourth Quarter   Twelve Months Ended
                               ----------------- ---------------------
                                 2004     2003       2004       2003
                               -------- -------- ---------- ----------
 NET SALES
 Polymer Products
     Polymer Additives        $366,288 $324,682 $1,465,610 $1,232,022
     Polymers                   87,705   72,519    333,986    285,669
     Polymer Processing
      Equipment                 54,694   46,611    180,009    166,539
     Eliminations               (4,004)  (2,810)   (14,968)   (13,302)
                               -------- -------- ---------- ----------
                               504,683  441,002  1,964,637  1,670,928
                               -------- -------- ---------- ----------

 Specialty Products
     Crop Protection            69,603   61,048    320,594    270,870
     Refined Products           64,992   58,931    264,531    243,245
                               -------- -------- ---------- ----------
                               134,595  119,979    585,125    514,115
                               -------- -------- ---------- ----------

        Total net sales       $639,278 $560,981 $2,549,762 $2,185,043
                               ======== ======== ========== ==========


 OPERATING PROFIT
 Polymer Products
     Polymer Additives        $ 20,350 $   (907)$   50,206 $   24,392
     Polymers                   15,955    7,515     51,290     28,018
     Polymer Processing
      Equipment                  3,259    3,427      3,360      5,164
                               -------- -------- ---------- ----------
                                39,564   10,035    104,856     57,574
                               -------- -------- ---------- ----------

 Specialty Products
     Crop Protection             9,785   14,130     85,695     64,963
     Refined Products              (37)  (2,915)       126     (3,283)
                               -------- -------- ---------- ----------
                                 9,748   11,215     85,821     61,680
                               -------- -------- ---------- ----------

 General corporate expense     (19,262) (14,001)   (73,757)   (48,551)
 Unabsorbed overhead expense
  from discontinued operations       -        -          -     (8,445)
 Facility closures, severance
  and related costs            (17,050)  (5,489)   (63,115)   (19,560)
 Antitrust costs               (96,907) (51,456)  (113,736)   (77,716)

                               -------- -------- ---------- ----------
        Total operating loss  $(83,907)$(49,696)$  (59,931)$  (35,018)
                               ======== ======== ========== ==========


CROMPTON CORPORATION                          SUPPLEMENTARY SCHEDULE I
Major Factors Affecting Operating Results     ------------------------
Fourth quarter and twelve months ended 2004 versus 2003
(In millions of dollars)


The following table summarizes the major factors contributing to the
 changes in fourth quarter and twelve months operating results
 versus the prior year:

                               Fourth Quarter   Twelve Months Ended
                              ---------------- ----------------------
                                      Pre-tax              Pre-tax
                                Net   Earnings    Net      Earnings
                               Sales   (Loss)    Sales      (Loss)
                              ------- -------- --------- ------------

2003                          $561.0   $(64.3)*  $ 2,185.0  $(154.8)*
2003 Facility closures,
 severance and related costs       -      5.5         -         19.6
2003 Antitrust costs               -     51.5         -         77.7
2003 Loss on early
 extinguishment of debt            -        -         -         24.7
                              ------- -------- --------- ------------
                               561.0     (7.3)  2,185.0        (32.8)

GE Specialty Chemicals
 business acquired 7/31/03         -        -     103.6          6.3
Improved unit volume/mix        12.4      7.4     107.1         37.4
Higher selling prices           51.7     51.7      93.5         93.5
Foreign currency translation
 impact                         14.2     (1.5)     60.6         (2.4)
Cost savings                       -     15.0         -         55.8
Higher raw materials/energy
 costs                             -    (42.7)        -       (102.8)
Interest expense impact            -     (6.1)        -         11.2
Lower Gustafson equity
 income                            -     (6.4)        -         (3.2)
Higher Rubicon equity income       -      4.3         -          4.3
Gustafson product liability
 claim                             -        -         -         (3.0)
Higher management incentive
 plan expense                            (1.3)                  (8.4)
Higher legal and
 environmental expense                   (6.4)                  (5.3)
Unfavorable foreign exchange       -     (7.6)        -         (6.3)
Sarbanes-Oxley compliance
 and audit fees                          (3.3)                  (4.5)
Manufacturing absorption
 variance impact                   -      4.3         -         (2.2)
Other                              -     (2.0)        -        (12.6)
                              ------- -------- --------- ------------
                               639.3     (1.9)  2,549.8         25.0

2004 Facility closures,
 severance and related costs       -    (17.0)        -        (63.1)
2004 Antitrust costs               -    (96.9)        -       (113.7)
2004 Loss on early
 extinguishment of debt            -        -         -        (20.1)
2004 Supplemental executive
 retirement costs                  -     (0.5)        -         (8.1)
2004 Divestment gains,
 primarily Gustafson               -      2.0         -         96.6

                              ------- -------- --------- ------------
2004                          $639.3  $(114.3)*  $2,549.8    $(83.4)*
                              ======= ======== ========= ============

* Represents the loss from continuing operations before income taxes
    and cumulative effect of accounting change.


CROMPTON CORPORATION                         SUPPLEMENTARY SCHEDULE II
Consolidated Statements of Cash Flows        -------------------------
Fourth quarter and third quarter ended 2004 and 2003
(In thousands of dollars)


                             Fourth Quarter Ended Third Quarter Ended
                             -------------------- --------------------
Increase (decrease) in cash    2004     2003         2004      2003
---------------------------- -------- --------    --------- ----------
CASH FLOWS FROM OPERATING
 ACTIVITIES
 Net earnings (loss)        $(55,917)$(58,029)$ (40,710)$      80,247
 Adjustments to reconcile
 net earnings (loss) to
 net cash provided by
 (used in) operations:
   Gain on sale of
    Gustafson joint
    venture                   (2,000)       -         -             -
   Gain on sale of
    discontinued
    operations                     -        -    (2,142)     (111,692)
   Loss on early
    extinguishment of debt         -        -    20,063        24,699
   Depreciation and
    amortization              33,030   30,553    31,216        33,127
   Equity income              (4,271)  (6,400)     (145)        1,073
   Changes in assets and
    liabilities, net:
    Accounts receivable       12,252   24,997    51,928        46,722
    Accounts receivable
     - securitization        (11,389) (19,284)   (9,246)      (33,408)
    Inventories               (7,216)  29,374    (7,660)       14,879
    Accounts payable          21,684  (11,473)  (12,800)      (44,652)
    Other                     43,746   13,460      (330)      (60,168)
                             -------- -------- --------- -------------
   Net cash provided by
    (used in) operations      29,919    3,198    30,174       (49,173)
                             -------- -------- --------- -------------

CASH FLOWS FROM INVESTING
 ACTIVITIES
   Net proceeds from
    divestments                8,949   (9,688)    4,574       643,115
   Capital expenditures      (21,248) (32,487)  (14,488)      (22,383)
   Other investing
    activities                   (28)   1,957       (28)          (96)
                             -------- -------- --------- -------------
   Net cash (used in)
    provided by investing
    activities               (12,327) (40,218)   (9,942)      620,636
                             -------- -------- --------- -------------

CASH FLOWS FROM FINANCING
 ACTIVITIES
   (Payments to) proceeds
    from domestic credit
    facility                       -   32,000         -      (192,800)
   (Payments to) proceeds
    from short-term
    borrowings                   485   (2,785) (351,015)       (4,894)
   Payments on long-term
    borrowings                     -     (753) (140,006)     (312,940)
   Proceeds from long-term
    borrowings                     -        -   597,499             -
   Payments for debt
    issuance costs            (1,007)           (22,106)            -
   Premium paid on early
    extinguishment of debt         -        -   (19,044)      (23,804)
   Dividends paid             (5,739)  (5,563)   (5,737)       (5,560)
   Treasury stock acquired         -        -         -             -
   Other financing
    activities                 7,330    1,186     1,356           101
                             -------- -------- --------- -------------
   Net cash provided by
    (used in) financing
    activities                 1,069   24,085    60,947      (539,897)
                             -------- -------- --------- -------------

CASH
   Effect of exchange rates
    on cash                    3,106    2,364       576          (148)
                             -------- -------- --------- -------------

   Change in cash             21,767  (10,571)   81,755        31,418
   Cash at beginning of
    period                   136,933   49,784    55,178        18,366
                             -------- -------- --------- -------------

   Cash at end of period    $158,700 $ 39,213 $ 136,933 $      49,784
                             ======== ======== ========= =============
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