The
following table presents additional information about Level 3 assets measured at
fair value on a recurring basis for the quarters ended March 31, 2009 and March
31, 2008:
Available-for-sale
marketable securities
|
|
Three
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
Balance,
beginning of period
|
|
$ |
26.1 |
|
|
$ |
31.9 |
|
Realized
and unrealized gains/(losses) included in earnings
|
|
|
(0.3 |
) |
|
|
(0.4 |
) |
Unrealized
gains/(losses) included in comprehensive income
|
|
|
0.2 |
|
|
|
- |
|
Purchases,
issuances, and settlements, net
|
|
|
(0.5 |
) |
|
|
28.5 |
|
Transfers
in and/or out of Level 3
|
|
|
0.3 |
|
|
|
- |
|
Balance,
end of period
|
|
$ |
25.8 |
|
|
$ |
60.0 |
|
Realized
and unrealized losses of $0.3 million during the first quarter of 2009 were
included in Other (income)
expense, net on the Consolidated Condensed Statements of Earnings related
to the Company’s Level 3 assets. Of this amount, losses of $0.2 million were
attributable to the adverse change in expected cash flows related to
other-than-temporary impairment of certain mortgage-backed securities held at
March 31, 2009.
Realized
and unrealized losses of $0.4 million during the first quarter of 2008 were
included in Other (income)
expense, net on the Consolidated Condensed Statements of Earnings. Of
this amount, losses of $0.4 million were attributable to the change in fair
value of certain distressed corporate bonds and
mortgage-backed securities held at March 31, 2008 deemed to be other
than temporarily impaired. First quarter 2008 net purchases of $28.5 million
were driven by purchases of auction rate securities early in the
quarter.
Interest
rate swap contracts, which served as a fair value hedge of the Company's senior
notes that matured in May 2008, were also considered a Level 3 fair value
measurement in the first quarter of 2008. Because the short-cut method of FAS
133 was used to record the fair value of the interest rate swaps, the Company
believes it is clearer to describe the activity in narrative form rather than to
include the change in fair value in the Level 3 rollforward above. The fair
values of the interest rate swaps at December 31, 2007 and March 31, 2008 were
assets of $0.1 million and $0.3 million, respectively. Final settlement occurred
in the second quarter of 2008. As of March 31, 2009, the Company has not entered
into any new interest rate swap contracts.
Valuation
Techniques
The
Company generally uses a market approach, when practicable, in valuing the
following financial instruments. In certain instances, when observable market
data is lacking, the Company uses valuation techniques consistent with the
income approach whereby future cash flows are converted to a single discounted
amount. There were no material changes in valuation techniques or significant
assumptions during the first quarter of 2009.
Marketable
Securities
The
Company evaluates its marketable securities in accordance with SFAS No. 115,
Accounting for Certain
Investments in Debt and Equity Securities, and has determined that all of
its investments in marketable securities should be classified as
available-for-sale and reported at fair value. The fair values of the
Company's available-for-sale marketable securities are based on quoted market
prices or other observable market data, or in some cases, internally developed
inputs and assumptions such as discounted cash flow models or indicative pricing
sources when observable market data does not exist. The Company uses a third
party pricing service to provide the fair values of the securities in which
Lexmark is invested. However, in limited instances, the Company has adjusted the
fair values provided by the third party service provider in order to better
reflect the risk adjustments that market participants would make for
nonperformance and liquidity risks.
Level 1
fair value measurements are based on quoted market prices in active markets and
include U.S. government and agency securities. These valuations are
performed using a consensus price method, whereby prices from a
variety
of industry data providers are input into a distribution-curve based algorithm
to determine daily market values.
Level 2
fair value measurements are based on quoted prices in markets that are not
active, broker dealer quotations, or other methods by which all significant
inputs are observable, either directly or indirectly. Securities utilizing Level
2 inputs are primarily corporate bonds, asset-backed securities and
mortgage-backed securities, all of which are valued using the consensus price
method described previously. Level 2 fair value measurements also include
smaller amounts of commercial paper and certificates of deposit which generally
have shorter maturities and less frequent market trades. Such
securities are valued via mathematical calculations using observable inputs
until such time that market activity reflects an updated price.
Level 3
fair value measurements are based on inputs that are unobservable and
significant to the overall valuation. Level 3 fair value measurements at March
31, 2009 include security types that do not have readily determinable market
values and/or are not priced by independent data sources, including auction rate
securities for which recent auctions were unsuccessful, valued at $24.7 million,
certain distressed debt securities valued at $0.9 million and other
mortgage-backed securities valued at $0.2 million. Level 3 fair value
measurements at March 31, 2008 included auction rate securities for which recent
auctions were unsuccessful, valued at $59.4 million, and certain distressed debt
securities valued at $0.6 million.
The
Company performed a discounted cash flow analysis on its auction rate securities
at March 31, 2009, using current coupon rates, a second quarter 2010 redemption
date and a 50 basis point liquidity premium factored into the discount rate.
There were minimal changes to the fair values of the Company’s auction rate
securities in the first quarter of 2009. The analysis supports the cumulative
downward mark to market adjustment of $2.4 million representing the Company’s
best estimate of fair value using assumptions that the Company believes market
participants would make for nonperformance and liquidity risk at the measurement
date. Of the $2.4 million, $1.9 million was recognized in the Company’s fourth
quarter 2008 income statement as other than temporarily impaired due to credit
events involving the issuer and insurer of one security. The remaining $0.5
million is currently recognized in Accumulated other comprehensive
loss on the Consolidated Condensed Statements of Financial Position
representing the mark to market adjustment on all other auction rate securities,
which are highly rated. The issuers of these securities have the legal option to
redeem the securities at par plus accrued interest at each auction rate reset
date and the securities are being made available for sale at par at auctions
every 35 to 49 days. All of the auction rate securities held by the Company at
March 31, 2009 are currently paying penalty rates that provide a premium over
market interest rates to compensate investors for the failed auctions and
provide an incentive for issuers to refinance these securities in the capital
markets prior to maturity. Since reclassifying to noncurrent assets the
securities that did not auction successfully at the end of the first quarter
2008, $40.6 million of auction rate fixed income securities have been either
sold or redeemed at par. There have been no realized losses from the sale or
redemption of auction rate securities.
The
Company holds certain debt instruments that it considers distressed due to
reasons such as bankruptcy or a significant downgrade in credit rating. These
securities are generally valued using non-binding quotes from brokers or other
indicative pricing sources.
In some
instances the Company has determined that the last known transaction price is
not determinative of fair value, due to decline in the volume and level of
trading activity or an adverse change in the expected cash flows of the
underlying collateral. Securities with these characteristics are often valued
using non-binding quotes from brokers or other indicative pricing sources as
well.
Derivatives
The
Company employs a foreign currency risk management strategy that periodically
utilizes derivative instruments to protect its interests from unanticipated
fluctuations in earnings and cash flows caused by volatility in currency
exchange rates. Fair values for the Company’s derivative financial
instruments are based on pricing models or formulas using current market data.
Variables used in the calculations include forward points and spot rates at the
time of valuation. Because of the very short duration of the Company’s
transactional hedges (three months or less) and minimal risk of nonperformance,
the settlement price and exit price should approximate one another. At March 31,
2009 and 2008, all of the Company's forward exchange contracts were designated
as Level 2 measurements in the FAS 157 fair value hierarchy.
Senior
Notes
In the
second quarter of 2008, the Company issued $350 million of five-year fixed rate
senior unsecured notes and $300 million of ten-year fixed rate senior unsecured
notes. At March 31, 2009, the fair values of the Company's five-year and
ten-year notes were estimated to be $316.6 million and $242.7 million,
respectively, based on current rates available to the Company for debt with
similar characteristics. The $559.3 million total fair value of the debt is not
recorded on the Company's Consolidated Condensed Statements of Financial
Position and is therefore excluded from the 2009 fair value table
above. The total carrying value of the senior notes, net of $1.2
million discount, is $648.8 million on the March 31, 2009 Consolidated Condensed
Statements of Financial Position.
At March
31, 2008, the fair value of the Company's senior notes was estimated at $150.5
million using quoted market prices and yields obtained through independent
pricing sources for the same or similar types of borrowing arrangements, taking
into consideration the underlying terms of the debt. The fair value of the
Company’s debt was not recorded on the Company's March 31, 2008 Consolidated
Condensed Statements of Financial Position and is therefore excluded from the
2008 fair value table above. In the second quarter of 2008, the Company repaid
its $150 million of senior note debt that matured on May 15, 2008, and
subsequently issued the five-year and ten-year notes discussed in the preceding
paragraph.
Assets
and (Liabilities) Measured at Fair Value on a Nonrecurring Basis Subsequent to
Initial Recognition
The
Company did not apply the provisions of FAS 157 to any of its 2008 nonrecurring,
nonfinancial fair value measurements as permitted under FASB Staff Position No.
157-2 (“FSP FAS 157-2”). In accordance with this FSP, effective January 1, 2009,
the Company began applying the provisions of FAS 157 for its nonrecurring,
nonfinancial measurements including fixed asset impairments under
FAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (“FAS 144”), goodwill impairment testing
under FAS No. 142, Goodwill
and Other Intangible Assets (“FAS 142”) and asset retirement obligations
under FAS No. 143, Accounting
for Asset Retirement Obligations (“FAS 143”).
In the
first quarter of 2009, there were no material assets or liabilities measured at
fair value on a nonrecurring basis subsequent to initial recognition. However,
there were other nonrecurring uses of fair value discussed in the following
paragraphs.
Related
to the 2008 restructuring plan, one of the Company’s inkjet supplies
manufacturing facilities in Mexico has been made available for sale in the first
quarter of 2009. The asset is included in Property, plant and equipment,
net on the Consolidated Condensed Statements of Financial Position at the
lower of its carrying amount or fair value less costs to sell in accordance with
FAS 144. The carrying value of the building and land available for sale is $4.6
million. It is estimated that the fair value of the site is approximately $7
million based on an average of the fair values calculated under the income
approach and market approach. There were no fair value adjustments recorded in
the first quarter of 2009 related to the site made available for
sale.
In the
first quarter of 2009, the Company completed a step acquisition of a wholesaler
with an established presence in Eastern Europe and an existing customer base of
wholesale distributors. The cash consideration given was approximately $12
million. Though the acquisition was not a significant business combination in
terms of the investment made, assets acquired, and income of the acquiree, the
Company estimated fair value as required under FAS No. 141(R), Business Combinations (“FAS
141(R)”) using the valuation techniques described below. FAS 141(R) requires the
acquirer to recognize the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree at their acquisition date fair
values, with limited exceptions. The identifiable assets and liabilities were
made up primarily of the customer relationships intangible asset as well as
various short-term monetary assets and liabilities. The customer relationships
intangible asset was determined using the discounted cash flow method under the
income approach. Based on the historical sales trend of the acquiree and the
analysis of the market, the Company assumed an annual attrition rate of three
percent for the decrease in sales to the existing customer base. The calculated
fair value of the customer relationships intangible asset, using a 10 year time
frame, was $3.3 million. The remaining identifiable assets and liabilities were
primarily cash, accounts receivable and accounts payable whose book values
already approximated fair value. In a business combination achieved in stages,
the acquisition date fair value of the acquirer’s previously held equity
interest in the acquirer is included in the total consideration for purposes of
computing goodwill under the acquisition method. The fair value of the Company’s
previously held noncontrolling interest in the company was also estimated using
the income approach, specifically, the discounted cash flow method. Significant
assumptions included a two percent revenue growth rate,
based on
a combination of market research and internal forecasts, with calculations
performed over a five-year time frame plus the terminal year. The Company
believes the discount rate applied to both discounted cash flow analyses
reflects market participant assumptions based on the risk of the asset and the
company acquired.
3. RESTRUCTURING
AND RELATED CHARGES (REVERSALS)
April
2009 Restructuring Plan
General
As part
of Lexmark’s ongoing plan to consolidate manufacturing capacity and reduce costs
and expenses worldwide, the Company announced on April 21, 2009 the planned
closure of its inkjet cartridge manufacturing facility in Juarez, Mexico by the
end of the first quarter of 2010 as well as the continued restructuring of its
worldwide workforce (the “April 2009 Restructuring Plan”). This April
2009 Restructuring Plan is expected to impact about 360 positions worldwide,
with approximately 270 coming from the closure of the facility in Juarez,
Mexico. The Company expects the April 2009 Restructuring Plan will
result in pre-tax charges of approximately $45.1 million with cash costs
estimated at $10.0 million. The Company expects the April 2009
Restructuring Plan to be substantially completed by the end of the first quarter
of 2010 and currently expects total 2010 savings of more than $20.0 million,
with more than $5.0 million in savings in 2009.
Impact
to 2009 Financial Results
For the
three months ended March 31, 2009, the Company incurred charges of $1.6 million
for the April 2009 Restructuring Plan as follows:
|
|
Employee
termination benefit charges
|
$ 1.6
|
Total
restructuring-related charges
|
$ 1.6
|
Employee
termination benefit charges were accrued in accordance with
SFAS No. 112, Employers’ Accounting for
Postemployment Benefits. Employee termination benefit charges
include severance, medical and other benefits and are included in Restructuring and related charges
(reversals) on the Consolidated Condensed Statements of
Earnings.
For the
three months ended March 31, 2009, the Company incurred restructuring-related
charges of $1.6 million in ISD, and expects to incur total charges related to
the April 2009 Restructuring Plan of approximately $3.1 million in PSSD,
approximately $41.9 million in ISD and approximately $0.1 million in All
other.
Liability
Rollforward
The
following table represents a rollforward of the liability incurred for employee
termination benefits in connection with the April 2009 Restructuring Plan. The
liability is included in Accrued liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
|
Employee
Termination Benefits
|
|
$ -
|
Costs
incurred
|
1.6
|
|
$ 1.6
|
2009
Restructuring Plan
General
In
response to the global economic weakening, on January 13, 2009, the Company
announced a restructuring plan (the “2009 Restructuring Plan”). The 2009
Restructuring Plan is expected to impact about 375 positions through the end of
2009. The areas impacted include general and administrative functions, supply
chain and sales support, research and development program consolidation, as well
as marketing and sales management. The Company estimates the 2009 Restructuring
Plan will result in total pre-tax charges of approximately $26 million, all of
which will require cash. The Company expects the 2009 Restructuring Plan to be
substantially completed by the end of 2009.
Impact
to 2009 Financial Results
For the
three months ended March 31, 2009, the Company incurred charges of $0.9 million
for the 2009 Restructuring Plans as follows:
|
|
Employee
termination benefit charges
|
$ 0.9
|
Total
restructuring-related charges
|
$ 0.9
|
Employee
termination benefit charges were accrued in accordance with
SFAS No. 112, Employers’ Accounting for
Postemployment Benefits and SFAS No. 146, Accounting for costs Associated with
Exit or Disposal Activities, as appropriate. Employee
termination benefit charges include severance, medical and other benefits and
are included in Restructuring
and related charges (reversals) on the Consolidated Condensed Statements
of Earnings.
For the
three months ended March 31, 2009, the Company incurred
restructuring-related charges of $0.4 million in PSSD, $0.1 million in ISD
and $0.4 million in All other. The Company expects to incur charges related to
the 2009 Restructuring Plan of approximately $20.0 million in PSSD,
approximately $3.0 million in ISD and approximately $3.0 million in
All other. Including the $20.2 million of charges incurred in 2008
because the charges were probable and estimable for the 2008 year-end reporting
period, the Company has incurred $21.1 million of total charges for the 2009
Restructuring Plan.
Liability
Rollforward
The
following table represents a rollforward of the liability incurred for employee
termination benefits in connection with the 2009 Restructuring Plan. The
liability is included in Accrued liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
|
|
Employee
Termination Benefits
|
|
|
|
$ |
20.2 |
|
Costs incurred
|
|
|
0.7 |
|
Reversals
|
|
|
(0.4 |
) |
Payments
& Other (1)
|
|
|
(7.0 |
) |
|
|
$ |
13.5 |
|
(1)
Other consists of changes in the liability balance due to foreign currency
translations.
|
|
2008
Restructuring Plan
General
manufacturing
facilities in Mexico. The 2008 Restructuring Plan was substantially
complete by the end of the first quarter of 2009.
Impact to 2009 and 2008 Financial
Results
Liability
Rollforward
As of
March 31, 2009, the Company had a liability balance of $0.1 million for employee
termination benefits in connection with the 2008 Restructuring
Plan. The liability is included in Accrued liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
2007
Restructuring Plan
General
|
•
|
Closing
one of the Company’s inkjet supplies manufacturing facilities in Mexico
and additional optimization measures at the remaining inkjet facilities in
Mexico and the Philippines;
|
|
•
|
Reducing
the Company’s business support cost and expense structure by further
consolidating activity globally and expanding the use of shared service
centers in lower-cost regions--the areas impacted are supply chain,
service delivery, general and administrative expense, as well as marketing
and sales support functions; and
|
|
•
|
Focusing
consumer segment marketing and sales efforts into countries or geographic
regions that have the highest supplies
usage.
|
The 2007
Restructuring Plan was substantially complete by the end of the first quarter of
2009 and any remaining charges to be incurred will be immaterial.
Impact to 2009 Financial
Results
For the
three months ended March 31, 2009, the Company incurred charges of $2.3 million
for the 2007 Restructuring Plan as follows:
|
|
Accelerated
depreciation charges
|
$ 2.3
|
Total
restructuring-related charges
|
$ 2.3
|
The
accelerated depreciation charges were determined in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, and are included in Cost of revenue on the
Consolidated Condensed Statements of Earnings.
For the
three months ended March 31, 2009, the Company incurred the restructuring and
related charges of $2.3 million in All other.
Impact
to 2008 Financial Results
|
|
|
|
Accelerated
depreciation charges
|
|
$ |
10.4 |
|
Employee
termination benefit charges (reversals)
|
|
|
(1.3 |
) |
Total
restructuring-related charges
|
|
$ |
9.1 |
|
The
accelerated depreciation charges were determined in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. For the three months ended
March 31, 2008, the Company incurred $4.0 million of accelerated depreciation
charges in Cost of
revenue and $6.4 million in Selling, general and administrative
on the Consolidated Condensed Statements of Earnings.
Employee
termination benefit charges were accrued in accordance with
SFAS No. 112, Employers’ Accounting for
Postemployment Benefits and SFAS No. 146, Accounting for costs Associated with
Exit or Disposal Activities, as appropriate. Employee
termination benefit charges include severance, medical and other benefits and
are included in Restructuring
and related charges (reversals) on the Consolidated Condensed Statements
of Earnings.
For the
three months ended March 31, 2008, the Company incurred restructuring and
related charges (reversals) of ($0.2) million in PSSD, $1.1 million in ISD, and
$8.2 million in All other.
Liability
Rollforward
The
following table presents a rollforward of the liability incurred for employee
termination benefits and contract termination and lease charges in connection
with the 2007 Restructuring Plan. Of the total $13.4 million
restructuring liability, $13.0 million is included in Accrued liabilities and $0.4
million is included in Other
liabilities on the Company’s Consolidated Condensed Statements of
Financial Position.
|
|
Employee
Termination Benefits
|
|
|
|
|
|
Total
|
|
|
|
$ |
12.0 |
|
|
$ |
4.2 |
|
|
$ |
16.2 |
|
Payments
& other (1)
|
|
|
(1.9 |
) |
|
|
(0.9 |
) |
|
|
(2.8 |
) |
|
|
$ |
10.1 |
|
|
$ |
3.3 |
|
|
$ |
13.4 |
|
(1)
Other consists of changes in the liability balance due to foreign currency
translations.
|
|
2006
Restructuring Plan
During
the first quarter of 2006, the Company approved a plan to restructure its
workforce, consolidate manufacturing capacity and make certain changes to its
U.S. retirement plans (collectively referred to as the “2006
actions”). Except for approximately 100 positions that were
eliminated in 2007, activities related to the 2006 actions were substantially
completed at the end of 2006.
Impact to 2009 and 2008 Financial
Results
Liability
Rollforward
As of
March 31, 2009, the Company had a liability balance of $2.0 million for employee
termination benefits and contract termination and lease charges in connection
with the 2006 actions. Of the total $2.0 million restructuring liability, $0.9
million is included in Accrued
liabilities and $1.1 million is included in Other liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
4. STOCK-BASED
COMPENSATION
The
Company has various stock incentive plans to encourage employees and nonemployee
directors to remain with the Company and to more closely align their interests
with those of the Company’s stockholders. As of March 31, 2009, awards under the
programs consisted of stock options, restricted stock units, (“RSUs”) and
deferred stock units (“DSUs”).
The
Company generally grants its annual stock-based awards in the first quarter of
the year. In the first quarter of 2009, the annual awards granted were comprised
entirely of RSUs, the recipients of which were made up of select senior managers
and key employees. Of the 2009 restricted stock awards, 499,590 units were
awarded containing a service condition only, vesting 34% at year 2, 33% at year
3, and 33% at year 4. A certain number of senior managers of the Company were
also granted additional restricted stock awards having a performance condition,
which could range from 78,339 units to 235,014 units depending on the level of
achievement.
The
performance measure selected to indicate the level of achievement is return on
net assets excluding cash and marketable securities. The performance period will
end on December 31, 2009 with earned RSUs vesting 34% at year 2, 33% at year 3,
and 33% at year 4 in the same manner as the service-based awards described in
the preceding paragraph. The Company will assess the probable level of
achievement on a quarterly basis for expense recognition purposes under FAS No.
123R, Share-Based
Payment (“FAS 123R”). The expense attribution method for the
performance-based awards is the graded vesting method as opposed to the straight
line method of attribution typically used for the Company’s service-based
awards. The Company has and will continue to apply the guidance in FAS No. 128,
Earnings Per Share
(“FAS 128”), related to contingently issuable shares in order to
determine the number of performance-based awards, if any, to be included in the
computation of diluted earnings per share. Refer to Note 11 to the Consolidated
Condensed Financial Statements for additional information regarding
performance-based awards and diluted earnings per share.
The cost
of the RSUs is generally determined to be the fair market value of the shares at
the date of grant. Total expense over the life of the 2009 annual awards will be
in the range of $11 million to $14 million, depending on the outcome of the
performance condition, without considering the potential impact of forfeitures.
As a comparison, the total pre-forfeiture expense over the life of the 2008
annual awards will be approximately $19 million. The decrease in expense is due
to both a lower number of awards and generally lower award values.
The
Company evaluates its marketable securities in accordance with SFAS No. 115,
Accounting for Certain
Investments in Debt and Equity Securities, and has determined that all of
its investments in marketable securities should be classified as
available-for-sale and reported at fair value, with unrealized gains and losses
recorded in Accumulated other
comprehensive loss. At March 31, 2009, the Company’s
marketable securities portfolio consisted of asset-backed and mortgage-backed
securities, corporate debt securities, preferred securities, municipal debt
securities, U.S. government and agency debt securities, commercial paper,
certificates of deposit and auction rate securities. The fair values of the
Company’s available-for-sale marketable securities are based on quoted market
prices or other observable market data, internal discount cash flow models, or
in some cases, the Company’s amortized cost which approximates fair
value.
As of
March 31, 2009, the Company’s available-for-sale Marketable securities had
gross unrealized gains and losses of $5.4 million and $6.3 million,
respectively, and consisted of the following:
|
|
Amortized
Cost
|
|
|
Gross
Unrealized Gains
|
|
|
Gross
Unrealized Losses
|
|
|
Estimated
Fair Value
|
|
Municipal
debt securities
|
|
$ |
21.3 |
|
|
$ |
- |
|
|
$ |
(0.5 |
) |
|
$ |
20.8 |
|
Corporate
debt securities
|
|
|
151.2 |
|
|
|
1.0 |
|
|
|
(1.2 |
) |
|
|
151.0 |
|
U.S.
gov't and agency debt securities
|
|
|
454.9 |
|
|
|
3.3 |
|
|
|
- |
|
|
|
458.2 |
|
Asset-backed
and mortgage-backed securities
|
|
|
90.5 |
|
|
|
1.1 |
|
|
|
(4.5 |
) |
|
|
87.1 |
|
Total
debt securities
|
|
|
717.9 |
|
|
|
5.4 |
|
|
|
(6.2 |
) |
|
|
717.1 |
|
Preferred
securities
|
|
|
4.0 |
|
|
|
- |
|
|
|
(0.1 |
) |
|
|
3.9 |
|
Total
security investments
|
|
|
721.9 |
|
|
|
5.4 |
|
|
|
(6.3 |
) |
|
|
721.0 |
|
Cash
equivalents
|
|
|
(31.9 |
) |
|
|
- |
|
|
|
- |
|
|
|
(31.9 |
) |
Total
marketable securities
|
|
$ |
690.0 |
|
|
$ |
5.4 |
|
|
$ |
(6.3 |
) |
|
$ |
689.1 |
|
At
December 31, 2008, the Company’s available-for-sale Marketable securities had
gross unrealized gains and losses of $6.5 million and $8.2 million,
respectively, with an estimated fair value of $718.8 million.
Although
contractual maturities of the Company’s investment in debt securities may be
greater than one year, the majority of investments are classified as Current assets in the
Consolidated Condensed Statements of Financial Position due to the Company’s
expected holding period of less than one year. Auction rate
securities of $24.7 million are classified in noncurrent assets due to the fact
that the securities have experienced unsuccessful auctions and that poor debt
market conditions have reduced the likelihood that the securities will
successfully auction within the next 12 months. The contractual maturities of
the Company’s available-for-sale marketable securities noted above are as
follows:
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
|
Estimated
Fair
Value
|
|
|
Amortized
Cost
|
|
|
Estimated
Fair
Value
|
|
Due
in less than one year
|
|
$ |
462.4 |
|
|
$ |
463.7 |
|
|
$ |
464.0 |
|
|
$ |
466.0 |
|
Due
in 1-5 years
|
|
|
162.9 |
|
|
|
164.4 |
|
|
|
187.4 |
|
|
|
188.6 |
|
Due
after 5 years
|
|
|
96.6 |
|
|
|
92.9 |
|
|
|
105.1 |
|
|
|
100.2 |
|
Total
available-for-sale marketable securities
|
|
$ |
721.9 |
|
|
$ |
721.0 |
|
|
$ |
756.5 |
|
|
$ |
754.8 |
|
Proceeds
from the sales and maturities of the Company’s available-for-sale marketable
securities were $152.0 million and $187.5 million as of March 31, 2009 and March
31, 2008, respectively. For the quarter ended March 31, 2009, the
Company recognized $0.4 million in losses on its marketable securities, of which
$0.2 million was recognized as other-than-temporary impairment and $0.2 million
was realized losses. For the quarter ended March 31, 2008, the
Company recognized $1.0 million in net losses on its marketable securities, of
which $0.4 million was recognized as other-than-temporary-impairment and $0.6
million was net realized losses. The Company uses the specific identification
method when accounting for the costs of its available-for-sale marketable
securities sold.
Impairment
The
Company assesses its marketable securities for other-than-temporary declines in
value by considering several factors that include, among other things, any
events that may affect the creditworthiness of a security’s issuer, current and
expected market conditions, the length of time and extent to which fair value is
less than cost, and the Company’s ability and intent to hold the security until
a forecasted recovery of fair value that may include holding the security to
maturity.
In the
first quarter of 2009, the Company recognized a $0.2 million charge for
other-than-temporary-impairment related to its mortgage backed
securities. In the first quarter of 2008, the Company recognized a
$0.4 million charge for other-than-temporary-impairment attributable to the
change in fair value of certain distressed corporate bonds and mortgage backed
securities. All charges for other-than-temporary impairment are
recognized in Other
(income) expense,
net on the Consolidated Condensed Statements of Earnings. As
of March 31, 2009, the Company has recognized a cumulative, pre-tax valuation
allowance of $0.9 million included in Accumulated other comprehensive
loss on the Consolidated Condensed Statements of Financial Position,
representing a temporary impairment of the overall portfolio.
The table
below is a summary of the Company’s marketable securities at March 31, 2009, for
which the fair value is less than cost (impaired), and for which
other-than-temporary impairments have not been recognized. The table is
separated into securities that have been in a continuous unrealized loss
position for less than 12 months, and those that have been in a continuous
unrealized loss position for 12 months or longer. All securities for
which the fair value is less than cost are evaluated for other-than-temporary
impairment. As of May 5, 2009 the Company does not believe that it
has a material risk in its current portfolio of investments that would impact
its financial condition or liquidity.
|
|
Impaired
< 12 Months
|
|
|
Impaired
>= 12 Months
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
Auction
rate securities (1)
|
|
$ |
22.6 |
|
|
$ |
(0.6 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
22.6 |
|
|
$ |
(0.6 |
) |
Corporate
debt securities
|
|
|
26.8 |
|
|
|
(0.4 |
) |
|
|
25.2 |
|
|
|
(0.8 |
) |
|
|
52.0 |
|
|
|
(1.2 |
) |
Asset-backed
and mortgage-backed securities
|
|
|
17.6 |
|
|
|
(2.0 |
) |
|
|
11.6 |
|
|
|
(2.5 |
) |
|
|
29.2 |
|
|
|
(4.5 |
) |
Total
|
|
$ |
67.0 |
|
|
$ |
(3.0 |
) |
|
$ |
36.8 |
|
|
$ |
(3.3 |
) |
|
$ |
103.8 |
|
|
$ |
(6.3 |
) |
(1)
The Company's auction rate securities are located in its municipal debt
and preferred securities categories.
|
|
Auction
rate securities
In the
first quarter of 2009, Lexmark believes no other-than-temporary-impairment has
occurred in the Company’s auction rate security portfolio based on Lexmark’s
assessment of the credit quality of the underlying collateral and credit support
available to each of the auction rate securities in which the Company is
invested. The Company has the ability and intent to hold these
securities until liquidity in the market or optional issuer redemption occurs
and could also hold the securities to maturity. Additionally, if Lexmark
required capital, the Company has available liquidity through its accounts
receivable program and revolving credit facility. As of March 31, 2009, the
Company’s auction rate securities were written down $0.5 million through Accumulated other comprehensive
loss to their estimated fair value of $24.7 million based on
discounted cash flow analysis performed by the Company.
Inventories
consist of the following:
|
|
|
|
|
|
|
|
|
March
31 2009
|
|
|
December
31 2008
|
|
Work
in process
|
|
$ |
114.2 |
|
|
$ |
102.4 |
|
Finished
goods
|
|
|
315.6 |
|
|
|
335.9 |
|
Inventories
|
|
$ |
429.8 |
|
|
$ |
438.3 |
|
|
|
|
|
|
|
|
|
|
7. AGGREGATE
WARRANTY LIABILITY
In
accordance with the disclosure requirements of FIN 45, changes in the
Company’s warranty liability for standard warranties and deferred revenue for
extended warranties are presented in the tables below:
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Balance
at January 1
|
|
$ |
51.0 |
|
|
$ |
62.3 |
|
Accruals
for warranties issued
|
|
|
22.6 |
|
|
|
24.0 |
|
Accruals
related to pre-existing warranties (including changes in
estimates)
|
|
|
(2.2 |
) |
|
|
(0.4 |
) |
Settlements
made (in cash or in kind)
|
|
|
(23.8 |
) |
|
|
(28.0 |
) |
Balance
at March 31
|
|
$ |
47.6 |
|
|
$ |
57.9 |
|
|
|
|
|
|
|
|
|
|
Deferred
service revenue:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Balance
at January 1
|
|
$ |
203.7 |
|
|
$ |
188.9 |
|
Revenue
deferred for new extended warranty contracts
|
|
|
17.4 |
|
|
|
25.2 |
|
Revenue
recognized
|
|
|
(21.5 |
) |
|
|
(18.6 |
) |
Balance
at March 31
|
|
$ |
199.6 |
|
|
$ |
195.5 |
|
Current
portion
|
|
|
84.0 |
|
|
|
74.2 |
|
Non-current
portion
|
|
|
115.6 |
|
|
|
121.3 |
|
Balance
at March 31
|
|
$ |
199.6 |
|
|
$ |
195.5 |
|
Both the
short-term portion of warranty and the short-term portion of extended warranty
are included in Accrued
liabilities on the Consolidated Condensed Statements of Financial
Position. Both the long-term portion of warranty and the long-term portion of
extended warranty are included in Other liabilities on the
Consolidated Condensed Statements of Financial Position. The split between the
short-term and long-term portion of the warranty liability is not disclosed
separately above due to immaterial amounts in the long-term
portion.
8. INCOME
TAXES
The Provision for income
taxes for the
three months ended March 31, 2009, was an expense of $11 million or an effective
tax rate of 16.2%, compared to an expense of $27 million or an effective tax
rate of 20.8% for the first quarter of 2008. The difference in these rates is
due principally to a shift in the expected geographic distribution of earnings
for 2009 (9.4 percentage-point decrease from quarter to quarter), partially
offset by the reversal during the first quarter of 2008 of $6.7 million of
previously-accrued taxes (5.1 percentage-point increase from quarter to
quarter), primarily due to the settlement of a tax audit.
During
the first quarter of 2008, the Internal Revenue Service completed its
examination of the Company’s income tax returns for the years 2004 and 2005. As
a result of completing that audit, the Company reduced the total amount of its
unrecognized tax benefits by $22.9 million, of which $6.5 million reduced the
Company’s effective tax rate for the quarter ended March 31, 2008.
9. STOCKHOLDERS’
EQUITY
In May
2008, the Company received authorization from the Board of Directors to
repurchase an additional $750 million of its Class A Common Stock for a
total repurchase authority of $4.65 billion. As of March 31, 2009, there
was approximately $0.5 billion of share repurchase authority remaining.
This repurchase authority allows the Company, at management’s discretion, to
selectively repurchase its stock from time to time in the open market or in
privately negotiated transactions depending upon market price and other factors.
During the first quarter of 2009, the Company did not repurchase any shares of
its Class A Common Stock. As of March 31, 2009, since the inception of
the
program in April 1996, the Company had repurchased approximately
91.6 million shares for an aggregate cost of approximately
$4.2 billion. As of March 31, 2009, the Company had reissued approximately
0.5 million shares of previously repurchased shares in connection with
certain of its employee benefit programs. As a result of these issuances as well
as the retirement of 44.0 million, 16.0 million and 16.0 million
shares of treasury stock in 2005, 2006 and 2008, respectively, the net treasury
shares held at March 31, 2009 were 15.1 million.
10. OTHER
COMPREHENSIVE EARNINGS (LOSS)
Comprehensive
earnings (loss), net of taxes, consist of the following:
|
|
Three
Months Ended
March
31
|
|
|
|
2009
|
|
|
2008
|
|
Net
earnings
|
|
$ |
59.2 |
|
|
$ |
101.7 |
|
Other
comprehensive earnings (loss):
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
(13.7 |
) |
|
|
8.2 |
|
Pension
or other postretirement benefits
|
|
|
2.1 |
|
|
|
0.6 |
|
Net
unrealized gain on marketable securities
|
|
|
0.7 |
|
|
|
0.7 |
|
Comprehensive
earnings
|
|
$ |
48.3 |
|
|
$ |
111.2 |
|
Accumulated
other comprehensive (loss) earnings consist of the following:
|
|
Foreign
Currency Translation Adjustment
|
|
|
Pension
or Other Postretirement Benefits
|
|
|
Net
Unrealized (Loss) Gain on Marketable Securities
|
|
|
Accumulated
Other Comprehensive (Loss) Earnings
|
|
|
|
$ |
(33.8 |
) |
|
$ |
(245.2 |
) |
|
$ |
(1.3 |
) |
|
$ |
(280.3 |
) |
Change
|
|
|
(13.7 |
) |
|
|
2.1 |
|
|
|
0.7 |
|
|
|
(10.9 |
) |
|
|
$ |
(47.5 |
) |
|
$ |
(243.1 |
) |
|
$ |
(0.6 |
) |
|
$ |
(291.2 |
) |
11. EARNINGS
PER SHARE (“EPS”)
The
following table presents a reconciliation of the numerators and denominators of
the basic and diluted EPS calculations:
|
|
Three
Months Ended
March
31
|
|
|
|
2009
|
|
|
2008
|
|
Numerator:
|
|
|
|
|
|
|
Net
earnings
|
|
$ |
59.2 |
|
|
$ |
101.7 |
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted
average shares used to compute basic EPS
|
|
|
78.1 |
|
|
|
95.2 |
|
Effect
of dilutive securities -
|
|
|
|
|
|
|
|
|
Employee
stock plans
|
|
|
0.3 |
|
|
|
0.2 |
|
Weighted
average shares used to compute diluted EPS
|
|
|
78.4 |
|
|
|
95.4 |
|
|
|
|
|
|
|
|
|
|
Basic
net EPS
|
|
$ |
0.76 |
|
|
$ |
1.07 |
|
Diluted
net EPS
|
|
$ |
0.75 |
|
|
$ |
1.07 |
|
|
|
|
|
|
|
|
|
|
In
addition to the 9.8 million antidilutive shares mentioned above, unvested
restricted stock units with a performance condition that were granted in the
first quarter of 2009 were also excluded from the computation of diluted
earnings per share. According to FAS 128, contingently issuable shares are
excluded from the computation of diluted EPS if, based on current period
results, the shares would not be issuable if the end of the reporting period
were the end of the contingency period. If the performance condition were to
become satisfied based on actual financial results, the restricted stock units
included in diluted EPS would be in the range of 0.1 million to 0.2 million
shares depending on the level of achievement. Refer to Note 4 to the
Consolidated Condensed Financial Statements for additional information regarding
the restricted stock awards with a performance condition.
Effective
first quarter of 2009, unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents shall be considered
participating securities and included in the calculation of earnings per share
pursuant to the two-class method in accordance with FSP No. EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
(“FSP EITF 03-6-1”). There was no impact to the Company’s EPS because the terms
of its share-based payment awards do not contain nonforfeitable rights to
dividends or dividend equivalents.
12. EMPLOYEE
PENSION AND POSTRETIREMENT PLANS
The
components of the net periodic benefit cost for both the pension and
postretirement plans for the three month periods ended March 31, 2009 and 2008
were as follows:
Pension
Benefits:
|
|
Three
Months Ended
March
31
|
|
|
|
2009
|
|
|
2008
|
|
Service
cost
|
|
$ |
0.7 |
|
|
$ |
0.8 |
|
Interest
cost
|
|
|
10.9 |
|
|
|
11.4 |
|
Expected
return on plan assets
|
|
|
(12.3 |
) |
|
|
(12.6 |
) |
Amortization
of net loss
|
|
|
3.8 |
|
|
|
2.8 |
|
Net
periodic benefit cost
|
|
$ |
3.1 |
|
|
$ |
2.4 |
|
Other
Postretirement Benefits:
|
|
Three
Months Ended
March
31
|
|
|
|
2009
|
|
|
2008
|
|
Service
cost
|
|
$ |
0.3 |
|
|
$ |
0.5 |
|
Interest
cost
|
|
|
0.7 |
|
|
|
0.7 |
|
Amortization
of prior service (benefit) cost
|
|
|
(1.0 |
) |
|
|
(1.0 |
) |
Amortization
of net loss
|
|
|
0.1 |
|
|
|
0.2 |
|
Net
periodic benefit cost
|
|
$ |
0.1 |
|
|
$ |
0.4 |
|
The
Company currently expects to contribute approximately $95.5 million to its
pension and other postretirement plans in 2009. As of March 31, 2009, $78.6
million of contributions have been made.
13. DERIVATIVES
Derivative
Instruments and Hedging Activities
Lexmark’s
activities expose it to a variety of market risks, including the effects of
changes in foreign currency exchange rates and interest rates. The Company’s
risk management program seeks to reduce the potentially adverse effects that
market risks may have on its operating results.
Lexmark
maintains a foreign currency risk management strategy that uses derivative
instruments to protect its interests from unanticipated fluctuations in earnings
and cash flows caused by volatility in currency exchange rates. The Company does
not hold or issue financial instruments for trading purposes nor does it hold or
issue leveraged derivative instruments. Lexmark maintains an interest rate risk
management strategy that may, from time to time use derivative instruments to
minimize significant, unanticipated earnings fluctuations caused by interest
rate volatility. By using derivative financial instruments to hedge exposures to
changes in exchange rates and interest rates, the Company exposes itself to
credit risk and market risk. Lexmark manages exposure to counterparty credit
risk by entering into derivative financial instruments with highly rated
institutions that can be expected to fully perform under the terms of the
agreement. Market risk is the adverse effect on the value of a financial
instrument that results from a change in currency exchange rates or interest
rates. The Company manages exposure to market risk associated with interest rate
and foreign exchange contracts by establishing and monitoring parameters that
limit the types and degree of market risk that may be undertaken.
Lexmark
uses fair value hedges to reduce the potentially adverse effects that market
volatility may have on its operating results. Fair value hedges are
hedges of recognized assets or liabilities. Lexmark enters into forward exchange
contracts to hedge accounts receivable, accounts payable and other monetary
assets and liabilities. The forward contracts used in this program generally
mature in three months or less, consistent with the underlying asset and
liability. Foreign exchange option contracts, as well as forward contracts, may
be used as fair value hedges in situations where derivative instruments expose
earnings to further change in exchange rates. Although the Company has
historically used interest rate swaps to convert fixed rate financing activities
to variable rates, there were no interest rate swaps outstanding as of March 31,
2009.
Net
outstanding notional amount of derivative activity as of March 31, 2009 was
$75.2 million. This activity was driven by fair value hedges of
recognized assets and liabilities primarily denominated in the Euro, Mexican
Peso, and Japanese Yen.
Long
(Short) Positions by Currency
|
|
|
|
EUR
|
|
$ |
(66.8 |
) |
MXN
|
|
|
14.9 |
|
JPY
|
|
|
(12.5 |
) |
Other
Net
|
|
|
(10.8 |
) |
Total
|
|
$ |
(75.2 |
) |
Accounting
for Derivatives and Hedging Activities
All
derivatives are recognized in the Consolidated Condensed Statements of Financial
Position at their fair value. Fair values for Lexmark’s derivative financial
instruments are based on pricing models or formulas using current market data,
or where applicable, quoted market prices. On the date the derivative contract
is entered into, the Company designates the derivative as a fair value hedge.
Changes in the fair value of a derivative that is highly effective as — and that
is designated and qualifies as — a fair value hedge, along with the loss or gain
on the hedged asset or liability are recorded in current period earnings in
Cost of revenue on the
Consolidated Condensed Statements of Earnings. Derivatives qualifying
as hedges are included in the same section of the Consolidated Condensed
Statements of Cash Flows as the underlying assets and liabilities being
hedged.
As of
March 31, 2009 and December 31, 2008, the Company had the following net
derivative liabilities recorded at fair value in Accrued liabilities on the
Consolidated Condensed Statements of Financial Position:
|
|
|
|
|
|
|
Gross
liability position
|
|
$ |
(3.1 |
) |
|
$ |
(2.7 |
) |
Gross
asset position
|
|
|
0.7 |
|
|
|
1.2 |
|
Net
liability position
|
|
$ |
(2.4 |
) |
|
$ |
(1.5 |
) |
For the
periods ending March 31, 2009 and March 31, 2008, the Company had the following
gains and losses related to derivative instruments qualifying and designated as
hedging instruments in fair value hedges and related hedged items recorded in
Cost of Revenue on the
Consolidated Condensed Statements of Earnings:
|
|
Three
Months Ended March 31
|
|
Fair
Value Hedging Relationships
|
|
2009
|
|
|
2008
|
|
|
|
$ |
6.0 |
|
|
$ |
5.0 |
|
Underlying
|
|
|
(4.1 |
) |
|
|
1.6 |
|
Total
|
|
$ |
1.9 |
|
|
$ |
6.6 |
|
Lexmark
formally documents all relationships between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking
various hedge items. This process includes linking all derivatives that are
designated as fair value hedges to specific assets and liabilities on the
balance sheet. The Company also formally assesses, both at the hedge’s inception
and on an ongoing basis, whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair value of hedged
items. When it is determined that a derivative is not highly effective as a
hedge or that it has ceased to be a highly effective hedge, the Company
discontinues hedge accounting prospectively, as discussed below.
Lexmark
discontinues hedge accounting prospectively when (1) it is determined that a
derivative is no longer effective in offsetting changes in the fair value of a
hedged item or (2) the derivative expires or is sold, terminated or exercised.
When hedge accounting is discontinued because it is determined that the
derivative no longer qualifies as an effective fair value hedge, the derivative
will continue to be carried on the Consolidated Condensed Statements of
Financial Position at its fair value. In all other situations in which hedge
accounting is discontinued, the derivative will be carried at its fair value on
the Consolidated Condensed Statements of Financial Position, with changes in its
fair value recognized in current period earnings.
Additional
information regarding derivatives can be referenced in Note 2, Fair Value, of
the Notes to the Consolidated Condensed Financial Statements.
14. SEGMENT
DATA
Lexmark
manufactures and sells a variety of printing and multifunction products and
related supplies and services and is primarily managed along its divisional
segments, PSSD and ISD. The Company evaluates the performance
of its segments based on revenue and operating income, and does not include
segment assets or other income and expense items for management reporting
purposes. Segment operating income (loss) includes: selling, general and
administrative; research and development; restructuring and related charges; and
other expenses, certain of which are allocated to the respective segments based
on internal measures and may not be indicative of amounts that would be incurred
on a stand alone basis or may not be indicative of results of other enterprises
in similar businesses. All other operating income (loss) includes significant
expenses that are managed outside of the reporting segments. These unallocated
costs include such items as information technology expenses, occupancy costs,
stock-based compensation and certain other corporate and regional general and
administrative expenses such as finance, legal and human resources.
The
following table includes information about the Company’s reportable
segments:
|
|
|
|
|
|
Three
Months Ended March 31
|
|
|
|
2009
|
|
|
2008
|
|
Revenue:
|
|
|
|
|
|
|
PSSD
|
|
$ |
598.7 |
|
|
$ |
741.3 |
|
ISD
|
|
|
345.4 |
|
|
|
433.8 |
|
Total
revenue
|
|
$ |
944.1 |
|
|
$ |
1,175.1 |
|
|
|
|
|
|
|
|
|
|
Operating
income (loss):
|
|
|
|
|
|
|
|
|
PSSD
|
|
$ |
93.2 |
|
|
$ |
143.9 |
|
ISD
|
|
|
52.4 |
|
|
|
78.7 |
|
All
other
|
|
|
(71.0 |
) |
|
|
(100.3 |
) |
Total
operating income (loss)
|
|
$ |
74.6 |
|
|
$ |
122.3 |
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) noted above for the three months ended March 31, 2009, includes
restructuring and related charges of $0.4 million in PSSD, $1.7 million in ISD
and $2.7 million in All other.
Operating
income (loss) noted above for the three months ended March 31, 2008, includes
restructuring and related charges (reversals) of $(0.2) million in PSSD, $1.1
million in ISD and $8.2 million in All other.
15. CONTINGENCIES
In
accordance with SFAS No. 5, Accounting for Contingencies,
Lexmark records a provision for a loss contingency when management believes that
it is both probable that a liability has been incurred and the amount of loss
can be reasonably estimated. The Company believes it has adequate provisions for
any such matters.
Legal
proceedings
On
December 30, 2002 (“02 action”) and March 16, 2004 (“04 action”), the
Company filed claims against Static Control Components, Inc. (“SCC”) in the
U.S. District Court for the Eastern District of Kentucky (the “District
Court”) alleging violation of the Company’s intellectual property and state law
rights. Similar claims in a separate action were filed by the Company in the
District Court against David Abraham and Clarity Imaging Technologies, Inc.
(“Clarity”) on October 8, 2004. SCC and Clarity have filed counterclaims
against the Company in the District Court alleging that the Company engaged in
anti-competitive and monopolistic conduct and unfair and deceptive trade
practices in violation of the Sherman Act, the Lanham Act and state laws. SCC
has stated in its legal documents that it is seeking approximately
$17.8 million to $19.5 million in damages for the Company’s alleged
anticompetitive conduct and approximately $1 billion for Lexmark’s alleged
violation of the Lanham Act. Clarity has not stated a damage dollar amount. SCC
and Clarity are seeking treble damages, attorney fees, costs and injunctive
relief. On September 28, 2006, the District Court dismissed the
counterclaims filed by SCC alleging that the Company engaged in anti-competitive
and monopolistic conduct and unfair and deceptive trade practices in violation
of the Sherman Act, the Lanham Act and state laws. On October 13, 2006, SCC
filed a Motion for Reconsideration of the District Court’s Order dismissing
SCC’s claims, or in the alternative, to amend its pleadings, which the District
Court denied on June 1, 2007. On October 13, 2006, the District Court
issued an order to stay the action brought against David Abraham and Clarity
until a final judgment or settlement are entered into in the consolidated 02 and
04 actions. On June 20, 2007, the District Court Judge ruled that SCC
directly infringed one of Lexmark’s patents-in-suit. On June 22, 2007, the
jury returned a verdict that SCC did not induce infringement of Lexmark’s
patents-in-suit. As to SCC’s defense that the Company has committed patent
misuse, in an advisory, non-binding capacity, the jury did find some Company
conduct constituted misuse. In the jury’s advisory, non-binding findings, the
jury also found that the relevant market was the cartridge market rather than
the printer market and that the Company had unreasonably restrained competition
in that market. On October 3, 2008, the District Court Judge
issued a
memorandum opinion denying various motions made by the Company that sought to
reverse the jury’s finding that SCC did not induce infringement of Lexmark’s
patents-in-suit. The District Court Judge did, however, grant the Company’s
motion that SCC’s equitable defenses, including patent misuse, were moot. As a
result, the jury’s advisory findings on misuse, including the jury’s finding
that the relevant market was the cartridge market rather than the printer market
and that the Company had unreasonably restrained competition in that market,
were not adopted by the District Court. On March 31, 2009, the
District Court granted SCC’s Motion for Reconsideration of an earlier Order that
had found the Company’s terms used on certain supply items that provide for an
up-front discount in exchange for an agreement to use the supply item only once
were supported by patent law. The District Court Judge ruled that
after the U.S. Supreme Court’s most recent statement of the law regarding patent
exhaustion the Company may not invoke patent law to enforce these terms but
state contract law may still be invoked. A final judgment for the 02
action and the 04 action has not yet been entered by the District
Court.
The
Company is also party to various litigation and other legal matters, including
claims of intellectual property infringement and various purported consumer
class action lawsuits alleging, among other things, various product defects and
false and deceptive advertising claims, that are being handled in the ordinary
course of business. In addition, various governmental authorities have from time
to time initiated inquiries and investigations, some of which are ongoing,
concerning the activities of participants in the markets for printers and
supplies. The Company intends to continue to cooperate fully with those
governmental authorities in these matters.
Although
it is not reasonably possible to estimate whether a loss will occur as a result
of these legal matters, or if a loss should occur, the amount of such loss, the
Company does not believe that any legal matters to which it is a party is likely
to have a material adverse effect on the Company’s financial position, results
of operations and cash flows. However, there can be no assurance that any
pending legal matters or any legal matters that may arise in the future would
not have a material adverse effect on the Company’s financial position, results
of operations or cash flows.
Copyright
fees
Certain
countries (primarily in Europe) and/or collecting societies representing
copyright owners’ interests have taken action to impose fees on devices (such as
scanners, printers and multifunction devices) alleging the copyright owners are
entitled to compensation because these devices enable reproducing copyrighted
content. Other countries are also considering imposing fees on certain devices.
The amount of fees, if imposed, would depend on the number of products sold and
the amounts of the fee on each product, which will vary by product and by
country. The Company has accrued amounts that it believes are adequate to
address the risks related to the copyright fee issues currently pending. The
financial impact on the Company, which will depend in large part upon the
outcome of local legislative processes, the Company’s and other industry
participants’ outcome in contesting the fees and the Company’s ability to
mitigate that impact by increasing prices, which ability will depend upon
competitive market conditions, remains uncertain. As of March 31, 2009, the
Company has accrued a total of approximately $109 million for copyright fee
charges, with approximately $60 million for pending copyright fee issues,
including litigation proceedings, local legislative initiatives and/or
negotiations with the parties involved. The remaining balance accrued for
copyright fees relates to amounts the Company has agreed to pay to various
parties, including a recent settlement of approximately $39 million that is
discussed further below.
As of
March 31, 2009, approximately $53 million of the $60 million accrued
for the pending copyright fee issues was related to single function printer
devices sold in Germany prior to December 31, 2007. On December 6,
2007, the Bundesgerichtshof (the “German Federal Supreme Court”) issued a
judgment in litigation brought by VerwertungsGesellschaft Wort (“VG Wort”), a
collection society representing certain copyright holders, against
Hewlett-Packard Company (“HP”), finding that single function printer devices
sold in Germany prior to December 31, 2007 were not subject to the law
authorizing the German copyright fee levy (German Federal Supreme Court, file
reference I ZR 94/05). The Company and VG Wort entered into an agreement
pursuant to which both VG Wort and the Company agreed to be bound by the outcome
of the VG Wort/HP litigation. VG Wort filed a claim with the German Federal
Constitutional Court (Bundesverfassungsgericht, the “Constitutional Court”)
challenging the decision of the German Federal Supreme Court. The Company
believes the amount accrued represents its best estimate of the copyright fee
issues currently pending.
An
agreement was reached with the collecting societies in which the Company
participated regarding the copyright fees to be levied on all-in-one and
multifunctional devices (“AIO/MFDs”) sold in Germany after December 31, 2001
through December 31, 2007. The Company had accrued approximately $41 million in
copyright fees related to these
AIO/MFDs
and the settlement requires the Company to pay approximately $39
million. This settlement resulted in a $2 million gain in the first
quarter of 2009 with the payment scheduled to be made in July of
2009.
The
Company believes the amounts accrued represent its best estimate of the
copyright fee issues currently pending and these accruals are included in Accrued liabilities on the
Consolidated Condensed Statements of Financial Position.
16. RECENT
ACCOUNTING PRONOUNCEMENTS
In April
2009, the FASB issued FASB Staff Position (“FSP”) No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
(“FSP FAS 141(R)-1”). The FSP amends the guidance provided under FAS
141(R) Business Combinations (“FAS 141(R)”) with regard to the initial
recognition and measurement as well as the subsequent accounting for contractual
and noncontractual contingencies. Under the new guidance, there is no need to
distinguish between a contractual and noncontractual contingency. The new FSP
requires that the acquirer recognize at the acquisition date the fair value of
an asset acquired or a liability assumed in a business combination that arises
from a contingency if the acquisition-date fair value can be determined during
the measurement period. If fair value cannot be determined during the
measurement period, the asset or liability shall be recognized at the
acquisition date only if (1) information available before the end of the
measurement period indicates that it is probable that the asset existed or the
liability had been incurred at the acquisition date and (2) the amount of the
asset or liability can be reasonably estimated. Assets and liabilities arising
from contingencies that meet the acquisition date recognition criteria shall be
subsequently measured and accounted for on a systematic and rational basis. Any
asset or liability arising from a contingency that does not meet the recognition
criteria at the acquisition date shall be accounted for in accordance with other
applicable GAAP, including FAS 5, as appropriate, in subsequent accounting
periods. The disclosure requirements of FAS 141R are also amended by this FSP.
Assets and liabilities arising from contingencies subject to specific guidance
under FAS 141R, such as indemnification assets and contingent consideration
arrangements, are not in scope of FSP FAS 141(R)-1. The FSP was effective for
any acquisitions by the Company occurring in the first quarter of 2009. The
Company applied this guidance to its single acquisition during the quarter,
described in Note 2 to the Consolidated Condensed Financial
Statements.
In April
2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS
157-4”). This FSP amends FAS 157, Fair Value Measurements (“FAS
157”) and supersedes FSP No. FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active (“FSP FAS
157-3”). According to the FSP, an entity should consider several factors to
determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability when compared with normal market activity
for the asset or liability including price quotations not based on current
information, few number of recent transactions, and price quotations varying
substantially among market makers to name a few. If an entity concludes, based
on the weight of the evidence, there has been a significant decrease in volume
and level of activity then transactions or quoted prices may not be
determinative of fair value, thus requiring further analysis to determine
whether the prices are based on orderly transactions. The FSP lists several
factors to consider in making this assessment as well, including the existence
of a usual and customary marketing period, the seller being in or
near bankruptcy or forced to sell to meet regulatory or legal requirements, and
the transaction price appearing as an outlier when compared with other recent
transactions. Based on the available evidence, an entity must
determine whether or not a transaction is orderly. The weight placed on a
transaction price when estimating fair value is based on this determination as
well as the sufficiency of information available to make the determination. The
FSP reaffirms the need to use judgment when determining if a price is
determinative of fair value, considering all facts and circumstances including
the nature of a quote (binding offer or an indicative price), whether or not the
price includes an appropriate risk premium that a market participant would
demand, and considering the use of a different valuation technique or multiple
valuation techniques. In addition to the accounting guidance, the FSP also
amends FAS 157 disclosure requirements to require in interim periods the
disclosure of the inputs and valuation techniques used to measure fair value and
any changes in inputs and techniques during the period. The FSP also requires
that the disclosures of FAS 157 be presented for debt and equity securities by
major security type, based on the nature and risks of the security. FSP FAS
157-4 will be effective for the Company’s second quarter 2009 financial
statements and shall be applied prospectively. The Company is in the process of
evaluating the impact, if any, of the FSP on its existing marketable securities
pricing and valuation practices.
In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments (“FSP FAS 107-1 and APB 28-1”). This FSP relates
to fair value disclosures for any financial instruments that are not reflected
on the balance sheet of public companies at fair value. The FSP requires that
for interim reporting periods, a company must (1) disclose the fair value of all
financial instruments for which it is practicable to estimate that value, (2)
present the fair value together with the related carrying amount reported on the
balance sheet, and (3) describe the methods and significant assumptions used to
estimate fair value and any changes in the methods and significant assumptions
during the period. The FSP will be effective for the Company’s second quarter
2009 interim reporting period. The Company will assess what additional
disclosures will be needed, if any, in the second quarter.
In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (“FSP FAS 115-2 and FAS 124-2”). This
FSP amends the existing guidance regarding the recognition of
other-than-temporary impairment (“OTTI”) for debt securities. If the fair value
of a debt security is less than its amortized cost basis, an entity must assess
whether the impairment is other than temporary. If an entity intends to sell or
it is more likely than not the entity will be required to sell the debt security
before its anticipated recovery of its amortized cost basis, an other-than
temporary impairment shall be considered to have occurred and the entire
difference between the amortized cost basis and the fair value must be
recognized in earnings. If the entity does not expect to sell the debt security,
but the present value of cash flows expected to be collected is less than the
amortized cost basis, a credit loss is deemed to exist and OTTI shall be
considered to have occurred. However, in this case, the OTTI is separated into
two components, the amount representing the credit loss which is recognized in
earnings and the amount related to all other factors which is now recognized in
other comprehensive income under the new guidance. In either case, for debt
securities in which OTTI was recognized in earnings, the difference between the
new amortized cost basis (previous amortized cost basis less OTTI recognized in
earnings) and the cash flows expected to be collected shall be accreted in
accordance with existing guidance as interest income in subsequent periods. The
FSP also changes the presentation and disclosure requirements of
other-than-temporary impairments on debt and equity securities. In periods in
which OTTI is determined, the total OTTI shall be presented in the statement
of earnings as well as the offset for the amount that was recognized in other
comprehensive income under the new FSP. Amounts recognized in accumulated other
comprehensive income for which a portion of an OTTI has been recognized in
earnings must also be presented separately. The FSP also expands interim and
annual disclosure requirements for debt and equity securities including but not
limited to the methodology and significant inputs used to measure the
credit loss portion of OTTI as well as a tabular rollforward of the amount of
credit losses recognized in earnings. As of April 1, 2009, the FSP shall be
effective for the Company’s existing and new investments. FSP FAS
115-2 and FAS 124-2 shall be applied to debt securities held by the Company at
April 1, 2009 for which OTTI was previously recognized and could result in the
recognition of a cumulative effect adjustment to the opening balance of retained
earnings and a corresponding adjustment to accumulated other comprehensive
income. The Company is in the process of evaluating the impact of this FSP. For
full year 2008, the Company recorded total OTTI charges of $7.3 million, most of
which related to debt securities that the Company held at April 1,
2009.
In April
2009, the SEC issued Staff Accounting Bulletin (“SAB”) No. 111 (“SAB 111”),
which amends and replaces Topic 5.M. in the Staff Accounting Bulletin Series
entitled Other Than Temporary
Impairment of Certain Investments in Debt and Equity Securities (“Topic
5.M.”). SAB 111 excludes debt securities from the scope of Topic 5.M. yielding
to the guidance provided in FSP FAS 115-2 and FAS 124-2 described in the
preceding paragraphs. Since the recognition guidance under FSP FAS 115-2 and FAS
124-2 relates only to debt securities, SAB 111 reaffirms the staff’s previous
views related to equity securities. The staff lists examples of factors which
should be considered in evaluating the realizable value of an investment in an
equity security classified as available for sale including the length of time
and extent to which the market value has been less than cost, the financial
condition and near-term prospects of the issuer, and the intent and ability of
the holder to retain its investment for a sufficient period of time to allow for
any anticipated recovery in fair value. OTTI should be recognized unless
evidence exists to support a realizable value equal to or greater than the
carrying value. Since there were no real changes to the previous guidance
regarding equity securities, SAB 111, by itself, should have no real impact to
the Company’s financial statements.
Item
2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
OVERVIEW
Lexmark
makes it easier for customers to move information between the digital and paper
worlds. Since its inception in 1991, Lexmark has become a leading developer,
manufacturer and supplier of printing and imaging solutions for the office.
Lexmark’s products include laser printers, inkjet printers, multifunction
devices, and associated supplies, services and solutions. Lexmark also sells dot
matrix printers for printing single and multi-part forms by business
users.
The
Company is primarily managed along divisional lines: the Printing Solutions and
Services Division (“PSSD”) and the Imaging Solutions Division
(“ISD”).
|
•
|
The
Printing Solutions and Services Division primarily sells laser products
and serves business customers but also include consumers who choose laser
products. Laser products can be divided into two major categories —
shared workgroup products and lower-priced desktop products. Lexmark
employs large-account sales and marketing teams, closely supported by its
development and product marketing teams, to generate demand for its
business printing solutions and services. The sales and marketing teams
primarily focus on industries such as financial services, retail,
manufacturing, education, government and health care. Lexmark also markets
its laser and inkjet products increasingly through small and medium
business teams who work closely with channel partners. The Company
distributes and fulfills its laser products primarily through its
well-established distributor and reseller network. Lexmark’s products are
also sold through solution providers, which offer custom solutions to
specific markets, and through direct response
resellers.
|
|
•
|
The
Imaging Solutions Division predominantly sells inkjet products to small
office home office (“SOHO”) users as well as business users who may choose
inkjet products as a lower-priced alternative or supplement to laser
products. The Imaging Solutions Division also sells select laser products
in certain geographies to SOHO and business users that purchase products
through retail channels. Additionally, over the past couple of years, the
number of customers seeking productivity-related features has driven
significant growth in all-in-one (“AIO”) products. Key factors promoting
this trend are greater affordability of AIOs containing productivity
features like wireless connectivity, full fax capabilities, automatic
document feeders and duplex capabilities. Lexmark distributes its branded
inkjet products and supplies through retail outlets as well as
distributors and resellers worldwide. Lexmark’s sales and marketing
activities are organized to meet the needs of the various geographies and
the size of their markets.
|
The
Company also sells its products through numerous alliances and original
equipment manufacturer (“OEM”) arrangements.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Lexmark’s
discussion and analysis of its financial condition and results of operations are
based upon the Company’s consolidated condensed financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
U.S. The preparation of consolidated condensed financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, the Company evaluates its
estimates, including those related to customer programs and incentives, product
returns, doubtful accounts, inventories, stock-based compensation, intangible
assets, income taxes, warranty obligations, copyright fees, restructurings,
pension and other postretirement benefits, and contingencies and litigation.
Lexmark bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are uncertain at the time the
estimate is made, if different estimates reasonably could have been used, or if
changes in the estimate that are reasonably likely to occur could materially
impact the financial statements.
In
February 2008, the FASB issued FASB Staff Position No. FAS 157-2 (“FSP FAS
157-2”) which deferred the effective date of FAS 157 to fiscal years beginning
after November 15, 2008 for nonfinancial assets and nonfinancial liabilities
that are recognized or disclosed at fair value in the financial statements on a
nonrecurring basis. As permitted by FSP FAS 157-2, the Company only partially
applied the provisions of FAS 157 during 2008. Effective January 1, 2009, the
Company began applying the valuation concepts of FAS 157 to its nonrecurring,
nonfinancial fair value measurements, including the maximization of observable
inputs as well as the consideration of market participant assumptions such as
highest and best use of an asset. To the extent that a valuation is based on
models, inputs or assumptions that are less observable in the market, the
determination of fair value requires more judgment on the part of the Company.
Such measurements are often classified as Level 3 within the fair value
hierarchy.
Management
believes that other than the adoption of FAS 157 for its nonrecurring,
nonfinancial fair value measurements during the first quarter of 2009, there
have been no significant changes to the items that were disclosed as critical
accounting policies and estimates in Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2008.
RESULTS
OF OPERATIONS
Operations
Overview
Key
Messages
Lexmark
is focused on driving long-term performance by strategically investing in
technology, products and solutions to secure high value product installations
and capture profitable supplies and service annuities in document and print
intensive segments of the distributed printing market.
·
|
The
PSSD strategy is focused on capturing profitable supplies and service
annuities generated from workgroup monochrome and color laser printers and
laser multifunction products
(“MFPs”).
|
·
|
The
ISD strategy is to build a profitable, growing and sustainable inkjet
business with good margins and returns derived from a more productive and
higher page generating installed base of products and solutions that serve
SOHO and business users.
|
Lexmark
continues to take actions to improve its cost and expense structure including
continuing to implement restructuring activities of its business to lower its
cost and better allow it to fund these strategic initiatives.
Lexmark
continues to maintain a strong financial position with a solid balance sheet,
which positions it to prudently invest in the future of the business and
successfully compete even during challenging times.
Business
Factors
The
weakening of the global economy continued to impact the revenue in both of the
Company’s segments during the first quarter of 2009. Lexmark continues to take
actions to reduce cost and expenses worldwide and improve the efficiency of the
Company’s inkjet cartridge manufacturing operations and, as a result, the
Company announced an additional restructuring action in April 2009 that includes
the planned closure of the Company’s inkjet cartridge manufacturing facility in
Juarez, Mexico by the end of the first quarter of 2010. See “Restructuring and Related Charges
(Reversals) and Project Costs” that follows for further
discussion.
PSSD
During
the first quarter of 2009, Lexmark continued its investments in PSSD through new
products and technology. The Company expects these investments to produce a
steady stream of new products. Lexmark continued to strengthen its customer
value propositions with the introduction of 70 new laser products in the fall of
2008 and spring of 2009 that significantly strengthened the Company’s monochrome
laser line, color laser line and laser MFPs.
The
Company continued its investment in the expansion of managed print services and
Lexmark also made investments to improve its coverage and expand the reach of
its solutions and services proposition.
The
primary focus of these PSSD investments is to drive workgroup laser growth and
page generation.
ISD
In 2007,
the Company undertook a significant shift in ISD strategy.
Beginning
in the second quarter of 2007, the Company experienced the following issues in
ISD:
·
|
On-going
declines in inkjet supplies and OEM unit
sales;
|
·
|
Lower
average unit revenues due to aggressive pricing and promotion;
and
|
·
|
Additional
costs in its new products.
|
As the
Company analyzed the situation, it saw the following:
·
|
Some
of its unit sales were not generating adequate lifetime profitability due
to lower prices, higher costs and supplies usage below its
model;
|
·
|
Some
markets and channels were on the low-end of the supplies generation
distribution curve; and
|
·
|
Its
business was too skewed to the low-end versus the market, resulting in
lower supplies generation per unit.
|
As a
result, Lexmark decided to take the following actions beginning in
2007:
·
|
The
Company decided to more aggressively shift its focus to geographic
regions, market segments and customers that generate higher page
usage.
|
·
|
The
Company continues working to minimize the unit sales that do not generate
an acceptable profit over their
life.
|
The above
actions entail several initiatives, which were begun in 2007 and have continued
through the current period:
·
|
Shifting
the Company’s marketing focus and targeted customer segments to the
heavier usage segments of SOHO and business
users;
|
·
|
Shifting
the Company’s investment in research and development to better design
products and technology that will be attractive to these
segments;
|
·
|
Re-engineering
the Company’s supply chain to reduce costs and eliminate touches between
the factory and the customers; and
|
·
|
Consolidating
supplies manufacturing capacity to lower cost and reduce working capital
requirements. See “Restructuring and Related
Charges (Reversals) and Project Costs” that follows for further
discussion of the Company’s various restructuring
activities.
|
These
initiatives have yielded the following for the Company’s ISD segment since
2007:
·
|
The
introduction of new products such as Lexmark’s Professional
Series;
|
·
|
An
increasing amount of industry recognition and awards for its inkjet
products; and
|
·
|
An
improvement in the Company’s retail presence in U.S. Office Super
Stores.
|
The
transition of the business is continuing. Due to this transition and
weakness in the OEM business, Lexmark believes it is experiencing shrinkage in
its installed base of inkjet products and an associated decline in end-user
demand for inkjet supplies. The Company sees the potential for continued erosion
in end-user inkjet supplies demand due to the reduction in inkjet hardware unit
sales. The objective is to ultimately stabilize the revenue based on
a smaller installed base of higher profit generating devices.
Operating
Results Summary
The
following discussion and analysis should be read in conjunction with the
Consolidated Condensed Financial Statements and Notes thereto. The following
table summarizes the results of the Company’s operations for the three months
ended March 31, 2009 and 2008:
|
|
Three
Months Ended March 31
|
|
|
|
2009
|
|
|
2008
|
|
(Dollars
in millions)
|
|
Dollars
|
|
|
%
of Rev
|
|
|
Dollars
|
|
|
%
of Rev
|
|
Revenue
|
|
$ |
944.1 |
|
|
|
100.0
|
% |
|
$ |
1,175.1 |
|
|
|
100.0
|
% |
Gross
profit
|
|
|
333.4 |
|
|
|
35.3 |
|
|
|
435.5 |
|
|
|
37.1 |
|
Operating
expense
|
|
|
258.8 |
|
|
|
27.4 |
|
|
|
313.2 |
|
|
|
26.7 |
|
Operating
income
|
|
|
74.6 |
|
|
|
7.9 |
|
|
|
122.3 |
|
|
|
10.4 |
|
Net
earnings
|
|
|
59.2 |
|
|
|
6.3 |
|
|
|
101.7 |
|
|
|
8.7 |
|
For the
first quarter of 2009, total revenue was $944 million or down 20% from
2008. Laser and inkjet supplies revenue decreased 16% YTY and laser and inkjet
hardware revenue decreased 30% YTY. In PSSD, revenue decreased 19% YTY while
revenue in ISD decreased 20% YTY.
Net
earnings for the first quarter of 2009 decreased 42% from the prior year
primarily due to lower operating income. Net earnings for the first quarter of
2009 included $12.8 million of pre-tax restructuring-related charges and project
costs. Net earnings for the first quarter of 2008 included $12.6 million of
pre-tax restructuring-related charges and project costs and a $6.7 million tax
benefit resulting from adjustments to previously accrued taxes.
Revenue
For the
first quarter of 2009, consolidated revenue decreased 20% YTY. Laser and inkjet
supplies revenue declined 16% YTY due to lower end user demand and the negative
impact of foreign currency exchange rates. Laser and inkjet hardware revenue
declined 30% YTY primarily driven by unit declines, as well as the negative
impact of foreign currency exchange rates.
The
following table provides a breakdown of the Company’s revenue by
segment:
|
|
Three
Months Ended March 31
|
|
(Dollars
in millions)
|
|
2009
|
|
|
2008
|
|
|
%
Change
|
PSSD
|
|
$ |
598.7 |
|
|
$ |
741.3 |
|
|
|
(19 |
)
% |
ISD
|
|
|
345.4 |
|
|
|
433.8 |
|
|
|
(20 |
) |
Total
revenue
|
|
$ |
944.1 |
|
|
$ |
1,175.1 |
|
|
|
(20 |
)
% |
PSSD
During
the first quarter of 2009, revenue in PSSD decreased $143 million or 19%
compared to 2008 due to a 30% decline in hardware revenue as well as a decline
in supplies revenue. The lower hardware revenue was primarily due to lower unit
volumes, as well as a negative impact of foreign currency exchange rates. PSSD
laser hardware unit shipments declined 25% YTY due to the weak economic
environment. PSSD laser hardware average unit revenue (“AUR”), which reflects
the changes in both pricing and mix, decreased 5% YTY primarily due to negative
currency impacts and continued price pressures.
ISD
During
the first quarter of 2009, revenue in ISD decreased $88 million or 20%
compared to 2008 due to decreased hardware and supplies revenue. Hardware
revenue declined 32% YTY due to lower unit shipments, as well as a negative
impact of foreign currency exchange rates. The ISD hardware decline YTY was
partially offset by improved product mix toward higher priced hardware
devices. Hardware unit shipments declined 30% YTY principally due to
the decision to transition the inkjet business as well as the weak global
market. Hardware AUR decreased 3% YTY as positive product mix was more than
offset by the negative impact of foreign currency exchange rates as well as
continued price pressures.
Revenue by
geography:
The
following table provides a breakdown of the Company’s revenue by
geography:
|
|
Three
Months Ended March 31
|
|
(Dollars
in millions)
|
|
2009
|
|
|
2008
|
|
|
%
Change
|
|
United
States
|
|
$ |
421.8 |
|
|
$ |
487.8 |
|
|
|
(14 |
)
% |
EMEA
(Europe, the Middle East & Africa)
|
|
|
351.2 |
|
|
|
454.9 |
|
|
|
(23 |
) |
Other
International
|
|
|
171.1 |
|
|
|
232.4 |
|
|
|
(26 |
) |
Total
revenue
|
|
$ |
944.1 |
|
|
$ |
1,175.1 |
|
|
|
(20 |
)
% |
For the
three months ended March 31, 2009, revenue decreased in all geographies
primarily due to global economic weakness. In addition, currency exchange rates
had a 7% YTY unfavorable impact on revenue for the first quarter of
2009. For the first quarter of 2008, currency exchange rates had a 5%
YTY favorable impact on revenue.
Gross
Profit
The
following table provides gross profit information:
|
|
Three
Months Ended March 31
|
|
(Dollars
in millions)
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
Gross
profit dollars
|
|
$ |
333.4 |
|
|
$ |
435.5 |
|
|
|
(23 |
)
% |
%
of revenue
|
|
|
35.3 |
% |
|
|
37.1 |
% |
|
(1.8
|
)pts |
For the
three months ended March 31, 2009, consolidated gross profit and gross profit as
a percentage of revenue decreased YTY. The changes in the gross profit margin
YTY for the three months ended March 31, 2009 were primarily due to a decline in
product margins of 4.5 percentage points, primarily driven by lower
hardware margins, partially offset by a favorable mix shift reflecting a higher
relative percentage of supplies versus hardware.
Gross
profit for the three months ended March 31, 2009, included $4.9 million of
pre-tax restructuring-related charges and project costs. Gross profit for the
three months ended March 31, 2008 included $5.3 million of pre-tax
restructuring-related charges and project costs. See “Restructuring and Related Charges
(Reversals) and Project Costs” that follows for further
discussion.
Operating
Expense
The
following table presents information regarding the Company’s operating expenses
during the periods indicated:
|
|
Three
Months Ended March 31
|
|
|
|
2009
|
|
|
2008
|
|
(Dollars
in millions)
|
|
Dollars
|
|
|
%
of Rev
|
|
|
Dollars
|
|
|
%
of Rev
|
|
Research
and development
|
|
$ |
97.4 |
|
|
|
10.3
|
% |
|
$ |
105.5 |
|
|
|
9.0
|
% |
Selling,
general & administrative
|
|
|
158.9 |
|
|
|
16.8 |
|
|
|
209.0 |
|
|
|
17.8 |
|
Restructuring
and related charges (reversals)
|
|
|
2.5 |
|
|
|
0.3 |
|
|
|
(1.3 |
) |
|
|
(0.1 |
) |
Total
operating expense
|
|
$ |
258.8 |
|
|
|
27.4
|
% |
|
$ |
313.2 |
|
|
|
26.7
|
% |
For the
three months ended March 31, 2009, research and development decreased YTY due to
the continuing focus on optimizing the efficiency of the development spend while
continuing to invest in key strategic initiatives.
Selling,
general and administrative (“SG&A”) expenses for the three months ended
March 31, 2009 decreased YTY. The lower SG&A reflects the benefits of the
Company’s restructuring actions and other expense reduction measures as well as
weaker foreign currencies. Additionally, SG&A expenses in the first quarter
of 2009 and 2008 included project costs related to the Company’s restructuring
activities. See discussion below of restructuring and related charges
and project costs included in the Company’s operating expenses for the periods
presented in the table above.
For the
three months ended March 31, 2009, the Company incurred $7.9 million of pre-tax
restructuring and related charges and project costs due to the Company’s
restructuring plans. Of the $7.9 million of pre-tax restructuring and related
charges and project costs incurred for the three months ended March 31, 2009,
$5.4 million is included in Selling, general and
administrative while $2.5 million is included in Restructuring and related charges
(reversals) on the Company’s Consolidated Condensed Statements of
Earnings.
For the
three months ended March 31, 2008, the Company incurred $7.3 million of pre-tax
restructuring and related charges and project costs due to the Company’s
restructuring plans. Of the $7.3 million of pre-tax restructuring and related
charges and project costs incurred for the three months ended March 31, 2008,
$8.6 million is included in Selling, general and
administrative which is partially offset by the ($1.3) million reversal
included in Restructuring and
related charges (reversals) on the Company’s Consolidated Condensed
Statements of Earnings.
See
“Restructuring and Related
Charges (Reversals) and Project Costs” that follows for further
discussion.
Operating
Income (Loss)
The
following table provides operating income by market segment:
|
|
Three
Months Ended March 31
|
(Dollars
in millions)
|
|
2009
|
|
|
2008
|
|
|
Change
|
PSSD
|
|
$ |
93.2 |
|
|
$ |
143.9 |
|
|
|
(35 |
) |
%
|
%
of segment revenue
|
|
|
15.6 |
% |
|
|
19.4 |
% |
|
|
(3.8 |
) |
pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISD
|
|
|
52.4 |
|
|
|
78.7 |
|
|
|
(33 |
) |
%
|
%
of segment revenue
|
|
|
15.2 |
% |
|
|
18.1 |
% |
|
|
(2.9 |
) |
pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
other
|
|
|
(71.0 |
) |
|
|
(100.3 |
) |
|
|
29 |
|
%
|
Total
operating income (loss)
|
|
$ |
74.6 |
|
|
$ |
122.3 |
|
|
|
(39 |
) |
%
|
%
of total revenue
|
|
|
7.9 |
% |
|
|
10.4 |
% |
|
|
(2.5 |
) |
pts
|
For the
three months ended March 31, 2009, the decrease in consolidated operating income
was due to lower gross profit partially offset by lower operating
expenses.
For the
first quarter of 2009, PSSD operating income decreased YTY principally due to
lower gross margin dollars, primarily reflecting the negative impact of weaker
foreign currencies on revenue, partially offset by lower operating
expenses.
For the
first quarter of 2009, ISD operating income decreased YTY due to lower supplies
revenue, reflecting the actions taken to re-position the ISD business, and the
global economic weakness, as well as the impact of weaker foreign
currencies.
For the
three months ended March 31, 2009, the Company incurred total pre-tax
restructuring-related charges and project costs related to the Company’s
restructuring plans of $1.3 million in PSSD, $3.0 million in ISD and
$8.5 million in All other. See “Restructuring and Related Charges
(Reversals) and Project Costs” that follows for further
discussion.
For the
three months ended March 31, 2008, the Company incurred total pre-tax
restructuring-related charges and project costs of $1.6 million in ISD and
$11.0 million in All other, while the Company did not incur any significant
charges in PSSD. See “Restructuring and Related Charges
(Reversals) and Project Costs” that follows for further
discussion.
Interest
and Other
The
following table provides interest and other information:
|
|
Three
Months Ended
March
31
|
|
(Dollars
in millions)
|
|
2009
|
|
|
2008
|
|
Interest
(income) expense, net
|
|
$ |
5.1 |
|
|
$ |
(7.5 |
) |
Other
expense (income), net
|
|
|
(1.1 |
) |
|
|
1.4 |
|
Total
interest and other (income) expense, net
|
|
$ |
4.0 |
|
|
$ |
(6.1 |
) |
During
the first quarter of 2009, total interest and other (income) expense, net, was
an expense of $4.0 million compared to income of $6.1 million in
2008.
For the
three months ended March 31, 2009, total interest and other (income) expense,
net, decreased YTY primarily due to increased interest expense from the
Company’s $650 million aggregate principal amount of fixed rate senior unsecured
notes that were initiated in the second quarter of 2008.
Provision
for Income Taxes and Related Matters
The Provision for income taxes
for the three months ended March 31, 2009 was an expense of $11 million or an
effective tax rate of 16.2% compared to an expense of $27 million or an
effective tax rate of 20.8% for the first quarter of 2008. The
difference in these rates is due principally to a difference in the expected
geographic distribution of earnings for 2009 (9.4 percentage-point decrease from
quarter to quarter), partially offset by the reversal during the first quarter
of 2008 of $6.7 million of previously-accrued taxes (5.1 percentage-point
increase from quarter to quarter), primarily due to the settlement of a tax
audit.
During
the first quarter of 2008, the Internal Revenue Service completed its
examination of the Company’s income tax returns for the years 2004 and 2005. As
a result of completing that audit, the Company reduced the total amount of its
unrecognized tax benefits by $22.9 million, of which $6.5 million reduced the
Company’s effective tax rate for the quarter ended March 31,
2008.
Net
Earnings and Earnings per Share
The
following table summarizes net earnings and basic and diluted net earnings per
share:
|
|
Three
Months Ended
March
31
|
|
(Dollars
in millions, except per share amounts)
|
|
2009
|
|
|
2008
|
|
Net
earnings
|
|
$ |
59.2 |
|
|
$ |
101.7 |
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share
|
|
$ |
0.76 |
|
|
$ |
1.07 |
|
Diluted
earnings per share
|
|
$ |
0.75 |
|
|
$ |
1.07 |
|
Net
earnings for the first quarter of 2009 decreased 42% from the prior year
primarily due to lower operating income, partially offset by a lower tax
rate.
For the
three months ended March 31, 2009, the decrease YTY in basic and diluted
earnings per share was primarily due to lower earnings.
Summary
of Restructuring Impacts
The
Company’s first quarter of 2009 financial results are impacted by its ongoing
restructuring plans and related projects and are discussed in further detail
below. Project costs consist of additional charges related to the
execution of the restructuring plans. These project costs are
incremental to the Company’s normal operating charges and are expensed as
incurred, and include such items as compensation costs for overlap staffing,
travel expenses, consulting costs and training costs. The table below summarizes
the financial impacts of the Company’s restructuring plans and related projects
for the quarter ended March 31, 2009.
|
|
April
2009
|
|
|
2009
Action
|
|
|
2008
Action
|
|
|
2007
Action
|
|
|
|
|
|
|
|
(in
millions)
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Project
Costs
|
|
|
Total
|
|
Accelerated
depreciation charges/project costs
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
2.3 |
|
|
$ |
2.6 |
|
|
$ |
4.9 |
|
Employee
termination benefit charges/project costs
|
|
|
1.6 |
|
|
|
0.9 |
|
|
|
- |
|
|
|
- |
|
|
|
5.4 |
|
|
|
7.9 |
|
Total
restructuring-related charges/project costs
|
|
$ |
1.6 |
|
|
$ |
0.9 |
|
|
$ |
- |
|
|
$ |
2.3 |
|
|
$ |
8.0 |
|
|
$ |
12.8 |
|
The
Company incurred $4.9 million of accelerated depreciation charges and project
costs in Cost of revenue
on the Consolidated Condensed Statements of Earnings. Total
employee termination benefits of $2.5 million are included in Restructuring and related charges
(reversals) while $5.4 million of related project costs are included in
Selling, general and
administrative on the Consolidated Condensed Statements of
Earnings. There were no restructuring-related charges or project
costs related to the 2006 Restructuring Plan in the first quarter of
2009.
For the
quarter ended March 31, 2009, the Company incurred restructuring and related
charges and project costs related to its restructuring plans of $1.3 million in
PSSD, $3.0 million in ISD and $8.5 million in All other.
Total
savings from Lexmark’s recent restructuring plans and ongoing focus on costs and
expense reductions is expected to generate approximately $190.0 million of
cumulative savings in 2009.
April
2009 Restructuring Plan
General
As part
of Lexmark’s ongoing plan to consolidate manufacturing capacity and reduce costs
and expenses worldwide, the Company announced on April 21, 2009 the planned
closure of its inkjet cartridge manufacturing facility in Juarez, Mexico by the
end of the first quarter of 2010 as well as the continued restructuring of its
worldwide workforce (the “April 2009 Restructuring Plan”). This April
2009 Restructuring Plan is expected to impact about 360 positions worldwide,
with approximately 270 coming from the closure of the facility in Juarez,
Mexico. The Company expects the April 2009 Restructuring Plan will
result in total pre-tax charges of approximately $50.0 million with cash costs
estimated at $10.0 million, with $45.0 million estimated pre-tax charges and
cash costs estimated at $8.0 million occurring in 2009. The Company expects the
April 2009 Restructuring Plan to be substantially completed by the end of the
first quarter of 2010 and currently expects total 2010 savings of more than
$20.0 million, with more than $5.0 million in savings in 2009.
Impact
to 2009 Financial Results
For the
three months ended March 31, 2009, the Company incurred charges of $1.6 million
for the April 2009 Restructuring Plan as follows:
|
|
April
2009
|
|
|
|
|
|
|
|
(in
millions)
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Project
Costs
|
|
|
Total
|
|
Employee
termination benefit charges/project costs
|
|
$ |
1.6 |
|
|
$ |
- |
|
|
$ |
1.6 |
|
Total
employee termination benefit charges of $1.6 million were incurred in ISD, and
are included in Restructuring
and related charges (reversals) on the Consolidated Condensed Statements
of Earnings.
Liability
Rollforward
The
following table represents a rollforward of the liability incurred for employee
termination benefits in connection with the April 2009 Restructuring Plan. The
liability is included in Accrued liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
(in
millions)
|
|
Employee
Termination Benefits
|
|
|
|
$ |
- |
|
Costs
incurred
|
|
|
1.6 |
|
|
|
$ |
1.6 |
|
2009
Restructuring Plan
General
In
response to the global economic weakening, on January 13, 2009, the Company
announced a restructuring plan (the “2009 Restructuring Plan”). The 2009
Restructuring Plan is expected to impact about 375 positions through the end of
2009. The areas impacted include general and administrative functions, supply
chain and sales support, research and development program consolidation, as well
as marketing and sales management. The Company estimates the 2009 Restructuring
Plan will result in total pre-tax charges of approximately $45 million, all of
which
will
require cash. Expected savings are $40 million in 2009 and $50 million per year
thereafter. Approximately 95% of the savings are expected to benefit operating
expense, and the remaining 5% will impact cost of sales. The Company expects the
2009 Restructuring Plan to be substantially completed by the end of
2009.
Impact
to 2009 Financial Results
For the
three months ended March 31, 2009, the Company incurred charges of $4.5 million
for the 2009 Restructuring Plans as follows:
|
|
2009
Action
|
|
|
|
|
|
|
|
(in
millions)
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Project
Costs
|
|
|
Total
|
|
Accelerated
depreciation charges/project costs
|
|
$ |
- |
|
|
$ |
0.6 |
|
|
$ |
0.6 |
|
Employee
termination benefit charges/project costs
|
|
|
0.9 |
|
|
|
3.0 |
|
|
|
3.9 |
|
Total
restructuring-related charges/project costs
|
|
$ |
0.9 |
|
|
$ |
3.6 |
|
|
$ |
4.5 |
|
For the
three months ended March 31, 2009, the Company incurred
restructuring-related charges of $1.3 million in PSSD, $0.3 million in ISD
and $2.9 million in All other. Project costs of $0.6 million related to
accelerated depreciation charges are included in Cost of revenue, total
employee termination benefit charges of $0.9 million are included in Restructuring and related charges
(reversals), and $3.0 million of project costs related to employee
termination benefit charges are included in Selling, general and administrative
on the Consolidated Condensed Statements of Earnings. Including the $20.2
million of charges incurred in 2008 because the charges were probable and
estimable for the 2008 year-end reporting period, the Company has incurred $24.7
million of total charges for the 2009 Restructuring Plan.
Liability
Rollforward
The
following table represents a rollforward of the liability incurred for employee
termination benefits in connection with the 2009 Restructuring Plan. The
liability is included in Accrued liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
(in
millions)
|
|
Employee
Termination
Benefits
|
|
|
|
$ |
20.2 |
|
Costs
incurred
|
|
|
0.7 |
|
Reversals
|
|
|
(0.4 |
) |
Payments
& other (1)
|
|
|
(7.0 |
) |
|
|
$ |
13.5 |
|
(1) Other
consists of changes in the liability balance due to foreign currency
translations.
|
|
2008
Restructuring Plan
General
To
enhance the efficiency of the Company’s inkjet cartridge manufacturing
operations, the Company announced the 2008 Restructuring Plan on July 22, 2008
that resulted in the closure of one of the Company’s inkjet supplies
manufacturing facilities in Mexico. The 2008 Restructuring Plan was
substantially complete by the end of the first quarter of 2009 and any remaining
charges to be incurred will be immaterial.
Impact to 2009 Financial
Results
For the
three months ended March 31, 2009, the Company incurred $1.1 million of project
costs in connection with the 2008 Restructuring Plan. These project
costs are included in Cost of
revenue on the Consolidated Condensed Statements of Earnings and were
incurred in ISD.
Liability
Rollforward
As of
March 31, 2009, the Company had a liability balance of $0.1 million for employee
termination benefits in connection with the 2008 Restructuring Plan. The
liability is included in Accrued liabilities on the
Company’s Consolidated Condensed Statements of Financial Position.
2007
Restructuring Plan
General
|
•
|
Closing
one of the Company’s inkjet supplies manufacturing facilities in Mexico
and additional optimization measures at the remaining inkjet facilities in
Mexico and the Philippines;
|
|
•
|
Reducing
the Company’s business support cost and expense structure by further
consolidating activity globally and expanding the use of shared service
centers in lower-cost regions--the areas impacted are supply chain,
service delivery, general and administrative expense, as well as marketing
and sales support functions; and
|
|
•
|
Focusing
consumer segment marketing and sales efforts into countries or geographic
regions that have the highest supplies
usage.
|
The 2007
Restructuring Plan was substantially complete by the end of the first quarter of
2009 and any remaining charges to be incurred will be immaterial.
Impact to 2009 Financial
Results
For the
three months ended March 31, 2009, the Company incurred charges of $5.6 million
for the 2007 Restructuring Plan as follows:
|
|
2007
Action
|
|
|
|
|
|
|
|
(in
millions)
|
|
Restructuring
-related Charges
(Note
3)
|
|
|
Project
Costs
|
|
|
Total
|
|
Accelerated
depreciation charges/project costs
|
|
$ |
2.3 |
|
|
$ |
0.9 |
|
|
$ |
3.2 |
|
Employee
termination benefit charges/project costs
|
|
|
- |
|
|
|
2.4 |
|
|
|
2.4 |
|
Total
restructuring-related charges/project costs
|
|
$ |
2.3 |
|
|
$ |
3.3 |
|
|
$ |
5.6 |
|
The
Company incurred $3.2 million of accelerated depreciation charges and related
project costs in Cost of
revenue, while project costs of $2.4 million related to employee
termination benefit charges are included in Selling, general and
administrative on the Consolidated Condensed Statements of
Earnings. All $5.6 million of restructuring and related charges were
incurred in All other.
Impact
to 2008 Financial Results
|
|
2007
Action
|
|
|
|
|
|
|
|
(in
millions)
|
|
Restructuring-related
Charges
(Note
3)
|
|
|
Project
Costs
|
|
|
Total
|
|
Accelerated
depreciation charges/project costs
|
|
$ |
10.4 |
|
|
$ |
1.3 |
|
|
$ |
11.7 |
|
Employee
termination benefit charges (reversals)/project costs
|
|
|
(1.3 |
) |
|
|
2.2 |
|
|
|
0.9 |
|
Total
restructuring-related charges/project costs
|
|
$ |
9.1 |
|
|
$ |
3.5 |
|
|
$ |
12.6 |
|
For the
three months ended March 31, 2008, the Company incurred $5.3 million of
accelerated depreciation charges and project costs in Cost of revenue and $6.4
million in Selling, general
and administrative on the Consolidated Condensed Statements of
Earnings. The ($1.3) million of employee termination benefit
reversals are included in Restructuring and related charges
(reversals) while the $2.2 million of related project costs are included
in Selling, general and
administrative on the Consolidated Condensed Statements of
Earnings.
For the
three months ended March 31, 2008, the Company incurred restructuring and
related charges and project costs related to the Company’s 2007 Restructuring
Plan of $1.6 million in ISD, and $11.0 million in All other while the Company
did not incur significant charges in PSSD.
Liability
Rollforward
The
following table presents a rollforward of the liability incurred for employee
termination benefits and contract termination and lease charges in connection
with the 2007 Restructuring Plan. Of the total $13.4 million restructuring
liability, $13.0 million is included in Accrued liabilities and $0.4
million is included in Other
liabilities on the Company’s Consolidated Condensed Statements of
Financial Position.
(in
millions)
|
|
Employee
Termination Benefits
|
|
|
|
|
|
Total
|
|
|
|
$ |
12.0 |
|
|
$ |
4.2 |
|
|
$ |
16.2 |
|
Payments
& other (1)
|
|
|
(1.9 |
) |
|
|
(0.9 |
) |
|
|
(2.8 |
) |
|
|
$ |
10.1 |
|
|
$ |
3.3 |
|
|
$ |
13.4 |
|
(1) Other
consists of changes in the liability balance due to foreign currency
translations.
|
|
2006
Restructuring Plan
During
the first quarter of 2006, the Company approved a plan to restructure its
workforce, consolidate manufacturing capacity and make certain changes to its
U.S. retirement plans (collectively referred to as the “2006
actions”). Except for approximately 100 positions that were
eliminated in 2007, activities related to the 2006 actions were substantially
completed at the end of 2006.
Impact to 2009 and 2008 Financial
Results
Liability
Rollforward
As of
March 31, 2009, the Company had a liability balance of $2.0 million for employee
termination benefits and contract termination and lease charges in connection
with the 2006 actions. Of the total $2.0 million restructuring
liability,
$0.9 million is included in Accrued liabilities and $1.1
million is included in Other
liabilities on the Company’s Consolidated Condensed Statements of
Financial Position.
FINANCIAL
CONDITION
Lexmark’s
financial position remained strong at March 31, 2009, with working capital of
$780 million compared to $805 million at December 31, 2008. The decrease in
working capital accounts was driven by the decrease in cash and cash equivalents
discussed in the paragraphs to follow. This decrease was largely due to the
pension funding of $79 million that occurred in the first quarter of 2009, which
was applied against the Company’s noncurrent liabilities.
The
following table summarizes the results of the Company’s Consolidated Condensed
Statements of Cash Flows for the three months ended March 31, 2009 and
2008:
|
|
Three
Months Ended March 31
|
|
(Dollars
in millions)
|
|
2009
|
|
|
2008
|
|
Net
cash flow provided by (used for):
|
|
|
|
|
|
|
Operating
activities
|
|
$ |
(86.1 |
) |
|
$ |
177.5 |
|
Investing
activities
|
|
|
(49.9 |
) |
|
|
(129.9 |
) |
Financing
activities
|
|
|
5.1 |
|
|
|
4.6 |
|
Effect
of exchange rate changes on cash
|
|
|
(1.8 |
) |
|
|
0.7 |
|
Net
change in cash and cash equivalents
|
|
$ |
(132.7 |
) |
|
$ |
52.9 |
|
|
|
|
|
|
|
|
|
|
The
Company’s primary sources of liquidity have historically been available cash,
cash equivalents and marketable securities, and cash generated by operations.
Cash from operations alone has generally been sufficient to allow the Company to
fund its working capital needs and finance its capital expenditures. However,
for the three months ended March 31, 2009, the Company reported cash flow used
for operating activities of $86.1 million, a year-to-year (“YTY”) decrease of
$263.6 compared to the three months ended March 31, 2008. Management continues
to believe that cash provided by operations and available cash, cash
equivalents, and marketable securities will be sufficient to meet operating and
capital needs for the remaining quarters of 2009. However, in the event that
cash from operations is not sufficient, the Company has other potential sources
of cash through utilization of its accounts receivable financing program,
revolving credit facility or other financing sources. As of March 31, 2009, the
Company held $811 million in cash and current marketable
securities.
At March
31, 2009 and December 31, 2008, the Company had senior note debt of $648.8
million and $648.7 million, respectively. The issuance of the senior note debt
is included in the Financing
activities section to follow.
Operating
activities
Recent
economic conditions have impacted the Company’s profitability as well as cash
flow. The Company believes it is likely that full year 2009 cash flow from
operations will be less than the amount generated for full year
2008.
The
$263.6 million decrease in cash flow from operating activities from 2008 to 2009
was driven by several factors including the unfavorable relative YTY changes in
Accrued liabilities and
Other assets and liabilities
collectively totaling $122.7 million, largely due to $78.6 million of
pension payments made in the first quarter of 2009 that resulted from the steep
decline in the fair value of pension plan assets in 2008, as well as the YTY
increase in annual bonus payments made to employees of approximately $10
million. With respect to the pension payments, it is anticipated that the
Company will pay an additional $16.9 million in funding over the remaining three
quarters of 2009.
The
unfavorable relative $46.8 million YTY change in Trade receivables was another
significant factor. Year end trade receivables, which are typically collected in
the following quarter, were significantly higher at December 31, 2007 than
December 31, 2008. In addition, the Company’s collection performance, measured
in days sales outstanding, deteriorated in the first quarter of 2009, resulting
in weaker cash flow. This deterioration did not occur
Additional
factors contributing to the unfavorable comparison include $42.5 million YTY
decrease in Net
earnings as well the $22.7 million unfavorable relative YTY change in
Inventories. The
unfavorable relative YTY change in Inventories was driven by
slower moving inventories that resulted in the Inventories balance
decreasing from the previous year end balance by a smaller amount in the first
quarter of 2009 when compared to the decrease that occurred in the first quarter
of 2008. The Company’s days of inventory were 63 days at March 31, 2009, and 51
days at December 31, 2008, compared to 53 days at March 31, 2008, and 48 days at
December 31, 2007.
Cash
conversion days
|
Mar-09
|
Dec-08
|
Mar-08
|
Dec-07
|
Days
of sales outstanding
|
40
|
36
|
40
|
40
|
Days
of inventory
|
63
|
51
|
53
|
48
|
Days
of payables
|
70
|
65
|
69
|
66
|
Cash
conversion days
|
33
|
22
|
23
|
22
|
Cash
conversion days represent the number of days that elapse between the day the
Company pays for materials and the day it collects cash from its customers. Cash
conversion days are equal to the days of sales outstanding plus days of
inventory less days of payables. The cash conversion days in the table above may
not foot due to rounding.
The days
of sales outstanding are calculated using the period-end Trade receivables balance,
net of allowances, and the average daily revenue for the quarter.
The days
of inventory are calculated using the period-end net Inventories balance and the
average daily cost of revenue for the quarter.
The days
of payables are calculated using the period-end Accounts payable balance and
the average daily cost of revenue for the quarter.
Other
Notable Operating Activities
The
outcome of certain European countries’ legislative processes and on-going
litigation regarding copyright fees could have a significant impact on cash
flows from operating activities. As of March 31, 2009, the Company had accrued
total charges of approximately $109 million, including approximately $60 million
for pending contingencies. These accruals are included in Accrued liabilities on the
Consolidated Condensed Statements of Financial Position. It is anticipated that
the Company will make a payment in the amount of approximately $39 million in
the third quarter of 2009 in settlement of a portion of the balance provided
above. Refer to Part I, Item 1, Note 15 of the Notes to Consolidated Condensed
Financial Statements for additional information.
Investing
activities
The
Company decreased its marketable securities investments by $30.2 million during
the three months ended March 31, 2009. In comparison, the Company increased its
marketable securities investments $89.2 million during the three months ended
March 31, 2008. The $80.0 million YTY decrease in the net cash flows used for
investing activities for the periods provided was driven by the decrease in
marketable securities purchases.
Marketable
securities
The
Company’s investments in marketable securities are classified and accounted for
as available-for-sale. At March 31, 2009 and December 31, 2008, the Company’s
marketable securities portfolio consisted of asset-backed and mortgage-backed
securities, corporate debt securities, municipal debt securities,
U.S. government and agency debt securities, commercial paper, certificates
of deposit, and preferred securities, including approximately $25 million of
auction rate securities classified as noncurrent assets as of both dates
presented.
Market
conditions continue to indicate significant uncertainty on the part of investors
on the economic outlook for the U.S. and for financial institutions. This
uncertainty has created reduced liquidity across the fixed income investment
market, including the securities in which Lexmark is invested. As a result, some
of the Company’s
investments
have experienced reduced liquidity including unsuccessful auctions for its
auction rate security holdings as well as temporary and other-than-temporary
impairment (“OTTI”) of other marketable securities.
The
Company assesses its marketable securities for other-than-temporary declines in
value by considering several factors that include, among other things, any
events that may affect the creditworthiness of a security’s issuer, current and
expected market conditions, the length of time and extent to which fair value is
less than cost, and the Company’s ability and intent to hold the security until
a forecasted recovery of fair value that may include holding the security to
maturity. As of May 5, 2009, the Company does not believe that it has a material
risk in its current portfolio of investments that would materially impact its
financial condition or liquidity.
For the
quarter ended March 31, 2009, the Company recognized $0.4 million in losses on
its marketable securities, of which $0.2 million were recognized as
other-than-temporary impairment and $0.2 million were realized losses. For the
quarter ended March 31, 2008, the Company recognized $1.0 million in net losses
on its marketable securities, of which $0.4 million were attributable to the
change in fair value of certain distressed corporate bonds and mortgage-backed
securities held at March 31, 2008 deemed to be other-than-temporarily impaired.
As of March 31, 2009, the Company had recognized $6.3 million of gross
unrealized losses and $5.4 million of gross unrealized gains in accumulated other comprehensive
loss, which does not include charges for other-than-temporary impairment
recorded in the first quarter of 2009 described above and full year 2008. Full
year 2008 other-than- temporary impairment totaled $7.3 million, of which $5.4
million related to its corporate debt, mortgage-backed and asset back
securities, and $1.9 million in connection with its auction rate
securities.
Specifically
regarding the Company’s auction rate securities, Lexmark believes no additional
other-than-temporary-impairment has occurred in the Company’s auction rate
security portfolio based on Lexmark’s assessment of the credit quality of the
underlying collateral and credit support available to each of the auction rate
securities in which the Company is invested. The Company has the
ability and intent to hold these securities until liquidity in the market or
optional issuer redemption occurs and could also hold the securities to
maturity. Additionally, if Lexmark required capital, the Company has available
liquidity through its accounts receivable program and revolving credit
facility. Since reclassifying to noncurrent assets the securities that did
not auction successfully at the end of the first quarter 2008, $40.6 million of
auction rate fixed income securities have been either sold or redeemed at par.
There have been no realized losses from the sale or redemption of auction rate
securities.
Fair
value measurement of marketable securities
Recent
events have led to an increased focus on fair value accounting, including the
practices companies utilize to value financial instruments. The Company uses a
third party to provide the fair values of the marketable securities in which
Lexmark is invested, though the valuation of its investments is the
responsibility of the Company. The Company has performed a reasonable level of
due diligence in the way of documenting the pricing methodologies used by the
third party as well as a limited amount of sampling of the valuations. Most of
the Company’s securities are valued using a consensus price method, whereby
prices from a variety of industry data providers (multiple quotes) are input
into a distribution-curve based algorithm to determine daily market values.
Pricing inputs for a select number of securities were provided and compared to
the overall valuation for reasonableness. In limited instances, the Company has
adjusted the fair values provided by the third party in order to better reflect
the risk adjustments that market participants would make for nonperformance and
liquidity risks. Level 3 fair value measurements are based on inputs that are
unobservable and significant to the overall valuation. The Company’s Level 3
recurring fair value measurements include security types that do not have
readily determinable market values and/or are not priced by independent data
sources, including auction rate securities for which recent auctions were
unsuccessful, valued at $24.7 million, certain distressed debt securities valued
at $0.9 million and other mortgage-backed securities valued at $0.2 million.
Level 3 measurements were roughly 3.7% of the Company’s total available-for-sale
marketable securities portfolio at March 31, 2009.
The
discounted cash flow analysis performed by the Company on its auction rate
securities at March 31, 2009 used current coupon rates, a second quarter 2010
redemption date and a 50 basis point liquidity premium factored into the
discount rate. The result was the Company’s best estimate of fair
value using assumptions that the Company believes market participants would make
for nonperformance and liquidity risk at the measurement date. The Company holds
certain debt instruments that it considers distressed due to reasons such as
bankruptcy or a significant downgrade in credit rating. These securities are
generally valued using non-binding quotes from brokers or other indicative
pricing sources. In some instances the Company has determined that the last
known transaction price is not determinative of fair value, due to decline in
the volume and level of trading activity or an adverse
change in
the expected cash flows of the underlying collateral. Securities with these
characteristics are often valued using non-binding quotes from brokers or other
indicative pricing sources as well.
Refer to
Part I, Item 1, Note 2 of the Notes to Consolidated Condensed Financial
Statements for additional information regarding FAS 157 Fair Value Measurements.
Refer to Part I, Item 1, Note 5 of the Notes to Consolidated Condensed Financial
Statements for additional information regarding marketable
securities.
Capital
expenditures
For the
three months ended March 31, 2009 and 2008, the Company spent $67.5 million and
$39.7 million, respectively, on capital expenditures. The capital expenditures
for 2009 principally related to infrastructure support (including information
technology expenditures), and new product development. It is anticipated that
total capital expenditures for 2009 will be approximately $225 million and are
expected to be funded primarily through cash from operations as well as the
Company’s existing cash, cash equivalents, and proceeds from sales of marketable
securities.
Other
Notable Investing Activities
Other
notable investing cash flows for 2009 included the acquisition of a wholesale
company for $10.7 million, net of cash acquired. The wholesaler was purchased
for its current customer base and established presence in Eastern Europe. The
acquisition was not a significant business combination. Refer to Part I, Item 1,
Note 2 of the Notes to Consolidated Condensed Financial Statements for
additional information.
Financing
activities
There
were minimal financing activities in the first quarters of 2009 and 2008. The
net cash inflows in the first quarter of 2009 were primarily related to the
increase in short-term debt of the Company’s Brazil subsidiary. The net cash
inflows in the first quarter of 2008 were related mostly to stock option
exercises and final activity related to the Company’s discontinued employee
share purchase program. There were no issuances or repayments of senior note
debt during the first quarters of 2009 and 2008. There were no share repurchases
during the first quarters of 2009 and 2008.
Senior
note debt
At March
31, 2009 and December 31, 2008, the Company had senior note debt of $648.8
million and $648.7 million, respectively, net of discount. In the second quarter
of 2008, the Company repaid $150.0 million of senior note debt that matured on
May 15, 2008. Subsequently, the Company issued $350.0 million of
five-year fixed rate senior unsecured notes and $300 million of ten-year fixed
rate senior unsecured notes. Interest will be paid semi-annually at annual
interest rates of 5.90% and 6.65% on the five- and ten-year notes,
respectively.
Share
repurchases
In May
2008, the Company received authorization from the Board of Directors to
repurchase an additional $750 million of its Class A Common Stock for a
total repurchase authority of $4.65 billion. As of March 31, 2009, there
was approximately $0.5 billion of share repurchase authority remaining.
This repurchase authority allows the Company, at management’s discretion, to
selectively repurchase its stock from time to time in the open market or in
privately negotiated transactions depending upon market price and other factors.
During the first quarter of 2009, the Company did not repurchase any shares of
its Class A Common Stock. As of March 31, 2009, since the inception of the
program in April 1996, the Company had repurchased approximately
91.6 million shares for an aggregate cost of approximately
$4.2 billion. As of March 31, 2009, the Company had reissued approximately
0.5 million shares of previously repurchased shares in connection with
certain of its employee benefit programs. As a result of these issuances as well
as the retirement of 44.0 million, 16.0 million and 16.0 million
shares of treasury stock in 2005, 2006 and 2008, respectively, the net treasury
shares held at March 31, 2009 were 15.1 million.
Additional
Sources of Liquidity
The
Company has additional liquidity available through its trade receivables
facility and revolving credit facility.
Trade
receivables facility
In the
U.S., the Company transfers a majority of its receivables to its wholly-owned
subsidiary, Lexmark Receivables Corporation (“LRC”), which then may transfer the
receivables on a limited recourse basis to an unrelated third party. In October
2004, the Company entered into an amended and restated agreement to sell
a
portion
of its trade receivables on a limited recourse basis. The amended agreement
allowed for a maximum capital availability of $200 million under this facility.
The primary purpose of the amendment was to extend the term of the facility to
October 16, 2007, with required annual renewal of commitments.
During
the first quarter of 2007, the Company amended the facility to allow LRC to
repurchase receivables previously transferred to the unrelated third party.
Prior to the 2007 amendment, the Company accounted for the transfer of
receivables from LRC to the unrelated third party as sales of receivables. As a
result of the 2007 amendment, the Company accounts for the transfers of
receivables from LRC to the unrelated third party as a secured borrowing with a
pledge of its receivables as collateral. The amendment became effective in the
second quarter of 2007.
This
facility contains customary affirmative and negative covenants as well as
specific provisions related to the quality of the accounts receivables
transferred. As collections reduce previously transferred receivables, the
Company may replenish these with new receivables. Lexmark bears a limited risk
of bad debt losses on the trade receivables transferred, since the Company
over-collateralizes the receivables transferred with additional eligible
receivables. Lexmark addresses this risk of loss in its allowance for doubtful
accounts. Receivables transferred to the unrelated third-party may not include
amounts over 90 days past due or concentrations over certain limits with any one
customer. The facility also contains customary cash control
triggering events which, if triggered, could adversely affect the Company’s
liquidity and/or its ability to transfer trade receivables. A downgrade in the
Company’s credit rating to non-investment grade would reduce the Company’s
ability to finance its trade receivables. See discussion of Credit ratings in the
sections to follow.
In
October 2008, commitments to the facility were renewed by one of the two banks,
resulting in a decrease in the maximum capital availability from $200 million to
$100 million. At March 31, 2009, there were no secured borrowings outstanding
under the trade receivables facility.
Revolving
credit facility
Effective
January 20, 2005, Lexmark entered into a $300 million 5-year senior,
unsecured, multi-currency revolving credit facility with a group of banks. Under
the credit facility, the Company may borrow in U.S. dollars, euros, British
pounds sterling and Japanese yen.
Lexmark’s
credit agreement contains usual and customary default provisions, leverage and
interest coverage restrictions and certain restrictions on secured and
subsidiary debt, disposition of assets, liens and mergers and acquisitions. The
$300 million credit facility has a maturity date of January 20, 2010.
The Company is currently working on the renewal of this facility.
At March
31, 2009, there were no amounts outstanding under the revolving credit facility.
Due to current credit market conditions, it is unclear as to whether the Company
will be able to extend its revolving credit facility when it expires on January
20, 2010.
Credit
ratings
The
Company’s current credit rating was downgraded by Standard & Poor’s Ratings
Services during the first quarter of 2009 from BBB to BBB-. On April 28, 2009,
Moody’s Investors Services downgraded the Company’s current credit rating from
Baa2 to Baa3. Because the ratings remain investment grade, there were no
material changes to the borrowing capacity or cost of borrowing under the
facilities described in the preceding paragraphs, nor were there any adverse
changes to the coupon payments on the Company’s public debt. The Company does
not have any rating downgrade triggers that accelerate the maturity dates of its
revolving credit facility or public debt.
The
Company’s credit rating can be influenced by a number of factors, including
overall economic conditions, demand for the Company’s printers and associated
supplies and ability to generate sufficient cash flow to service the Company’s
debt. A downgrade in the Company’s credit rating to non-investment grade would
decrease the maximum availability under its trade receivables facility, increase
the cost of the Company’s borrowings and likely have an adverse effect on the
Company’s ability to obtain access to new financings in the future.
RECENT
ACCOUNTING PRONOUNCEMENTS
See Note
16 to the Consolidated Condensed Financial Statements in Item 1 for a
description of recent accounting pronouncements which is incorporated herein by
reference.
FACTORS
THAT MAY AFFECT FUTURE RESULTS AND INFORMATION CONCERNING FORWARD-LOOKING
STATEMENTS
The
following significant factors, as well as others of which we are unaware or deem
to be immaterial at this time, could materially adversely affect our business,
financial condition or operating results in the future. Therefore, the following
information should be considered carefully together with other information
contained in this report. Past financial performance may not be a reliable
indicator of future performance, and historical trends should not be used to
anticipate results or trends in future periods.
Unprecedented
worldwide financial market disruption and deteriorating economic conditions
could adversely impact the Company’s revenue, operating income and other
financial results.
·
|
The
United States and other countries around the world have been experiencing
deteriorating economic conditions, including unprecedented financial
market disruption. If this trend in economic conditions
continues or deteriorates further, it could adversely affect the Company’s
results in future periods. During an economic downturn, demand
for the Company’s products may decrease. Restrictions on credit
globally and foreign currency exchange rate fluctuations in certain
countries may impact economic activity and the Company’s
results. Credit risk associated with the Company’s customers,
channel partners and the Company’s investment portfolio may also be
adversely impacted. Additionally, although the Company does not
anticipate needing additional capital in the near term due to the
Company’s strong current financial position, financial market disruption
may make it difficult for the Company to raise additional capital, when
needed, on acceptable terms or at all. The interest rate
environment and general economic conditions could also impact the
investment income the Company is able to earn on its investment
portfolio.
|
·
|
Continued
softness in certain markets and industries, constrained IT spending, and
uncertainty about global economic conditions could result in lower demand
for the Company’s products, including supplies. Weakness in demand has
resulted in intense price competition and may result in excessive
inventory for the Company and/or its reseller channel, which may adversely
affect sales, pricing, risk of obsolescence and/or other elements of the
Company’s operating results. Ongoing weakness in demand for the Company’s
hardware products may also cause erosion of the installed base of products
over time, thereby reducing the opportunities for supplies sales in the
future.
|
The
Company’s inability to renew its revolving credit facility or extend its trade
receivables facility could adversely impact the Company’s financial
condition.
·
|
The
Company may be unable to renew its revolving credit facility or extend its
trade receivables facility based on current or continued weakening of
credit market conditions. If the Company is unable to renew its
revolving credit facility or extend its trade receivables facility, the
Company’s financial condition could be adversely impacted. If
the Company is able to renew its revolving credit facility and/or extend
its trade receivables facility, it may be on terms substantially less
favorable than the Company’s current credit
facilities.
|
The
competitive pricing pressure in the market may negatively impact the Company’s
operating results.
·
|
The
Company and its major competitors, many of which have significantly
greater financial, marketing and/or technological resources than the
Company, have regularly lowered prices on their products and are expected
to
continue to do so. In particular, both the inkjet and laser printer
markets have experienced and are expected to continue to experience
significant price pressure. Price reductions on inkjet or laser products
or the inability to reduce costs, including warranty costs, to contain
expenses or to increase or maintain sales as currently expected, as well
as price protection measures, could result in lower profitability and
jeopardize the Company’s ability to grow or maintain its market share. In
recent years, the gross
|
|
margins
on the Company’s hardware products have been under pressure as a result of
competitive pricing pressures in the market. If the Company is unable to
reduce costs to offset this competitive pricing or product mix pressure,
and the Company is unable to support declining gross margins through the
sale of supplies, the Company’s operating results and future profitability
may be negatively impacted. Historically, the Company has not experienced
significant supplies pricing pressure, but if supplies pricing was to come
under significant pressure, the Company’s financial results could be
materially adversely affected.
|
The
Company’s ability to be successful in shifting its strategy and selling its
products into the higher-usage segments of the inkjet market could adversely
affect future operating results.
·
|
The
Company’s future operating results may be adversely affected if it is
unable to successfully develop, manufacture, market and sell products into
the geographic and customer and product segments of the inkjet market that
support higher usage of supplies.
|
Conflicts
among various sales channels and the loss of retail shelf space may negatively
impact the Company’s operating results.
·
|
The
Company markets and sells its products through several sales channels. The
Company has also advanced a strategy of forming alliances and OEM
arrangements with many companies. The Company’s future operating results
may be adversely affected by any conflicts that might arise between or
among its various sales channels, the volume reduction in or loss of any
alliance or OEM arrangement or the loss of retail shelf space. Aggressive
pricing on laser and inkjet products and/or associated supplies from
customers and resellers, including, without limitation, OEM customers,
could result in a material adverse impact on the Company’s strategy and
financial results.
|
The
revenue and profitability of our operations have historically varied, which
makes our future financial results less predictable.
·
|
Our
revenue, gross margin and profit vary among our hardware, supplies and
services, product groups and geographic markets and therefore will likely
be different in future periods than our current results. Overall gross
margins and profitability in any given period is dependent upon the
hardware/supplies mix, the mix of hardware products sold, and the
geographic mix reflected in that period’s revenue. Overall market trends,
seasonal market trends, competitive pressures, pricing, commoditization of
products, increased component or shipping costs and other factors may
result in reductions in revenue or pressure on gross margins in a given
period.
|
The
Company may experience difficulties in product transitions negatively impacting
the Company’s performance and operating results.
·
|
The
introduction of products by the Company or its competitors, or delays in
customer purchases of existing products in anticipation of new product
introductions by the Company or its competitors and market acceptance of
new products and pricing programs, any disruption in the supply of new or
existing products as well as the costs of any product recall or increased
warranty, repair or replacement costs due to quality issues, the reaction
of competitors to any such new products or programs, the life cycles of
the Company’s products, as well as delays in product development and
manufacturing, and variations in cost, including but not limited to
component parts, raw materials, commodities, energy, products, labor
rates, distributors, fuel and variations in supplier terms and conditions,
may impact sales, may cause a buildup in the Company’s inventories, make
the transition from current products to new products difficult and could
adversely affect the Company’s future operating
results.
|
The
Company’s failure to manage inventory levels or production capacity may
negatively impact the Company’s operating results.
·
|
The
Company’s performance depends in part upon its ability to successfully
forecast the timing and extent of customer demand and reseller demand to
manage worldwide distribution and inventory levels of the Company.
Unexpected fluctuations (up or down) in customer demand or in reseller
inventory levels could disrupt ordering patterns and may adversely affect
the Company’s financial results, inventory levels and cash flows. In
addition, the financial failure or loss of a key customer, reseller or
supplier could have a
|
|
material
adverse impact on the Company’s financial results. The Company must also
be able to address production and supply constraints, including product
disruptions caused by quality issues, and delays or disruptions in the
supply of key components necessary for production. Such delays,
disruptions or shortages may result in lost revenue or in the Company
incurring additional costs to meet customer demand. The Company’s future
operating results and its ability to effectively grow or maintain its
market share may be adversely affected if it is unable to address these
issues on a timely basis.
|
The
Company’s inability to meet customer product requirements on a cost competitive
basis may negatively impact the Company’s operating results.
·
|
The
Company’s future operating results may be adversely affected if it is
unable to continue to develop, manufacture and market products that are
reliable, competitive, and meet customers’ needs. The markets for laser
and inkjet products and associated supplies are aggressively competitive,
especially with respect to pricing and the introduction of new
technologies and products offering improved features and functionality. In
addition, the introduction of any significant new and/or disruptive
technology or business model by a competitor that substantially changes
the markets into which the Company sells its products or demand for the
products sold by the Company could severely impact sales of the Company’s
products and the Company’s operating results. The impact of competitive
activities on the sales volumes or revenue of the Company, or the
Company’s inability to effectively deal with these competitive issues,
could have a material adverse effect on the Company’s ability to attract
and retain OEM customers, maintain or grow retail shelf space or maintain
or grow market share. The competitive pressure to develop technology and
products and to increase the Company’s investment in research and
development and marketing expenditures also could cause significant
changes in the level of the Company’s operating
expense.
|
Any
failure by the Company to execute planned cost reduction measures timely and
successfully could result in total costs and expenses that are greater than
expected or the failure to meet operational goals as a result of such
actions.
·
|
The
Company has undertaken cost reduction measures over the last few years in
an effort to optimize the Company’s expense structure. Such actions have
included workforce reductions, the consolidation of manufacturing
capacity, and the centralization of support functions to regional and
global shared service centers. In particular, the Company’s manufacturing
and support functions are becoming more heavily concentrated in China and
the Philippines. The Company expects to realize cost savings in the future
through these actions and may announce future actions to further reduce
its worldwide workforce and/or centralize its operations. The risks
associated with these actions include potential delays in their
implementation, particularly workforce reductions; increased costs
associated with such actions; decreases in employee morale and the failure
to meet operational targets due to unplanned departures of employees,
particularly key employees and sales
employees.
|
Decreased
consumption of supplies could negatively impact the Company’s operating
results.
·
|
The
Company’s future operating results may be adversely affected if the
consumption of its supplies by end users of its products is lower than
expected or declines, if there are declines in pricing, unfavorable mix
and/or increased costs.
|
Changes
in the Company’s tax provisions or tax liabilities could negatively impact the
Company’s profitability.
·
|
The
Company’s effective tax rate could be adversely affected by changes in the
mix of earnings in countries with differing statutory tax rates. In
addition, the amount of income tax the Company pays is subject to ongoing
audits in various jurisdictions. A material assessment by a taxing
authority or a decision to repatriate foreign cash could adversely affect
the Company’s profitability.
|
Due
to the international nature of our business, changes in a country’s or region’s
political or economic conditions or other factors could negatively impact the
Company’s revenue, financial condition or operating results.
·
|
Revenue
derived from international sales make up more than half of the Company’s
revenue. Accordingly, the Company’s future results could be adversely
affected by a variety of factors, including changes in a specific
country’s or region’s political or economic conditions, foreign currency
exchange rate
fluctuations,
|
|
trade
protection measures and unexpected changes in regulatory requirements. In
addition, changes in tax laws and the ability to repatriate cash
accumulated outside the U.S. in a tax efficient manner may adversely
affect the Company’s financial results, investment flexibility and
operations. Moreover, margins on international sales tend to be lower than
those on domestic sales, and the Company believes that international
operations in emerging geographic markets will be less profitable than
operations in the U.S. and European markets, in part, because of the
higher investment levels for marketing, selling and distribution required
to enter these markets.
|
·
|
In
many foreign countries, particularly those with developing economies, it
is common for local business practices to be prohibited by laws and
regulations applicable to the Company, such as employment laws, fair trade
laws or the Foreign Corrupt Practices Act. Although the Company implements
policies and procedures designed to ensure compliance with these laws, our
employees, contractors and agents, as well as those business partners to
which we outsource certain of our business operations, may take actions in
violation of our policies. Any such violation, even if prohibited by our
policies, could have a material adverse effect on our business and our
reputation. Because of the challenges in managing a geographically
dispersed workforce, there also may be additional opportunities for
employees to commit fraud or personally engage in practices which violate
the policies and procedures of the
Company.
|
The
failure of the Company’s information technology systems, or its failure to
successfully implement new information technology systems, may negatively impact
the Company’s operating results.
·
|
The
Company depends on its information technology systems for the development,
manufacture, distribution, marketing, sales and support of its products
and services. Any failure in such systems, or the systems of a partner or
supplier, may adversely affect the Company’s operating
results. The Company also may not be successful in
implementing new systems or transitioning data, including a current
project to implement a new enterprise-wide system. Because vast
quantities of the Company’s products flow through only a few distribution
centers to provide product to various geographic regions, the failure of
information technology systems or any other disruption affecting those
product distribution centers could have a material adverse impact on the
Company’s ability to deliver product and on the Company’s financial
results.
|
Any
failure by the Company to successfully outsource the infrastructure support of
its information technology system and application maintenance functions and
centralize certain of its support functions may disrupt these systems or
functions and could have a material adverse effect on the Company’s systems of
internal control and financial reporting.
·
|
The
Company has migrated the infrastructure support of its information
technology system and application maintenance functions to third-party
service providers. The Company is in the process of centralizing certain
of its accounting and other finance functions and order-to-cash functions
from various countries to shared service centers. The Company is also in
the process of reducing, consolidating and moving various parts of its
general and administrative resource, supply chain resource and marketing
and sales support structure. Many of these processes and functions are
moving to lower-cost countries, including China, India and the
Philippines. Any disruption in these systems, processes or functions could
have a material adverse impact on the Company’s operations, its financial
results, its systems of internal controls and its ability to accurately
record and report transactions and financial
results.
|
The
Company’s reliance
on international production facilities, international manufacturing partners and
certain key suppliers could negatively impact the Company’s operating
results.
·
|
The
Company relies in large part on its international production facilities
and international manufacturing partners, many of which are located in
China and the Philippines, for the manufacture of its products and key
components of its products. Future operating results may also be adversely
affected by several other factors, including, without limitation, if the
Company’s international operations or manufacturing partners are unable to
perform or supply products reliably, if there are disruptions in
international trade, trade restrictions, import duties, “Buy American”
constraints, disruptions at important geographic points of exit and entry,
if there are difficulties in transitioning such manufacturing activities
among the Company, its international operations and/or its manufacturing
partners, or if there arise production and supply constraints which result
in additional costs to the Company. The financial failure or loss of a
sole supplier
|
|
or
significant supplier of products or key components, or their inability to
produce the required quantities, could result in a material adverse impact
on the Company’s operating results.
|
The
entrance of additional competitors that are focused on printing solutions could
negatively impact the Company’s strategy and operating results.
·
|
The
entrance of additional competitors that are focused on printing solutions
could further intensify competition in the inkjet and laser printer
markets and could have a material adverse impact on the Company’s strategy
and financial results.
|
The
Company’s inability to perform satisfactorily under service contracts for
managed print services may negatively impact the Company’s strategy and
operating results.
·
|
The
Company’s inability to perform satisfactorily under service contracts for
managed print services and other customer services may result in the loss
of customers, loss of reputation and/or financial consequences that may
have a material adverse impact on the Company’s financial results and
strategy.
|
Increased
competition in the Company’s aftermarket supplies business may negatively impact
the Company’s revenue and gross margins.
·
|
Refill,
remanufactured, clones, counterfeits and other compatible alternatives for
some of the Company’s cartridges are available and compete with the
Company’s supplies business. The Company expects competitive supplies
activity to increase. Various legal challenges and governmental activities
may intensify competition for the Company’s aftermarket supplies
business.
|
New
legislation, fees on the Company’s products or litigation costs required to
protect the Company’s rights may negatively impact the Company’s cost structure,
access to components and operating results.
·
|
Certain
countries (primarily in Europe) and/or collecting societies representing
copyright owners’ interests have commenced proceedings to impose fees on
devices (such as scanners, printers and multifunction devices) alleging
the copyright owners are entitled to compensation because these devices
enable reproducing copyrighted content. Other countries are also
considering imposing fees on certain devices. The amount of fees, if
imposed, would depend on the number of products sold and the amounts of
the fee on each product, which will vary by product and by country. The
financial impact on the Company, which will depend in large part upon the
outcome of local legislative processes, the Company’s and other industry
participants’ outcome in contesting the fees and the Company’s ability to
mitigate that impact by increasing prices, which ability will depend upon
competitive market conditions, remains uncertain. The outcome of the
copyright fee issue could adversely affect the Company’s operating results
and business.
|
The
Company’s inability to obtain and protect its intellectual property and defend
against claims of infringement by others may negatively impact the Company’s
operating results.
·
|
The
Company’s success depends in part on its ability to develop technology and
obtain patents, copyrights and trademarks, and maintain trade secret
protection, to protect its intellectual property against theft,
infringement or other misuse by others. The Company must also conduct its
operations without infringing the proprietary rights of others. Current or
future claims of intellectual property infringement could prevent the
Company from obtaining technology of others and could otherwise materially
and adversely affect its operating results or business, as could expenses
incurred by the Company in obtaining intellectual property rights,
enforcing its intellectual property rights against others or defending
against claims that the Company’s products infringe the intellectual
property rights of others, that the Company engages in false or deceptive
practices or that its conduct is
anti-competitive.
|
Cost
reduction efforts associated with the Company’s compensation and benefits
programs could adversely affect our ability to attract and retain
employees.
·
|
The
Company has historically used stock options and other forms of share-based
payment awards as key components of the total rewards program for employee
compensation in order to align employees’ interests with the interests of
stockholders, motivate employees, encourage employee retention and provide
competitive compensation and benefits packages. As a result of Statement
of Financial Accounting Standards No. 123R, the Company incurs an
increased compensation cost associated with its share-based compensation
programs, and as a result has reviewed its compensation strategy and
reduced the number of employees receiving share-based awards, reduced the
size of the awards and changed the form of awards in light of the current
regulatory and competitive environment. Due to this change in compensation
strategy, combined with other retirement and benefit plan changes and
reductions undertaken to reduce costs, the Company may find it difficult
to attract, retain and motivate employees, and any such difficulty could
materially adversely affect its operating
results.
|
Business
disruptions could seriously harm our future revenue and financial condition and
increase our costs and expenses.
·
|
Our
worldwide operations and those of our manufacturing partners, suppliers,
and freight transporters, among others, are subject to natural and manmade
disasters and other business interruptions such as earthquakes, tsunamis,
floods, hurricanes, typhoons, fires, extreme weather conditions,
environmental hazards, power shortages, water shortages and
telecommunications failures. The occurrence of any of these business
disruptions could seriously harm our revenue and financial condition and
increase our costs and expenses. As the Company continues its
consolidation of certain functions into shared service centers and
movement of certain functions to lower cost countries, the probability and
impact of business disruptions may be increased over
time.
|
Terrorist
acts, acts of war or other political conflicts may negatively impact the
Company’s ability to manufacture and sell its products.
·
|
Terrorist
attacks and the potential for future terrorist attacks have created many
political and economic uncertainties, some of which may affect the
Company’s future operating results. Future terrorist attacks, the national
and international responses to such attacks, and other acts of war or
hostility may affect the Company’s facilities, employees, suppliers,
customers, transportation networks and supply chains, or may affect the
Company in ways that are not capable of being predicted
presently.
|
The
outbreak of a communicable disease may negatively impact the health and welfare
of the Company’s customers, channel partners, employees and those of its
manufacturing partners and negatively impact the Company’s operating
results.
·
|
The
Company relies heavily on the health and welfare of its employees, the
employees of its manufacturing and distribution partners and customers.
The widespread outbreak of any form of communicable disease affecting a
large number of workers could adversely impact the Company’s operating
results.
|
·
|
Factors
unrelated to the Company’s operating performance, including the financial
failure or loss of significant customers, resellers, manufacturing
partners or suppliers; the outcome of pending and future litigation or
governmental proceedings; and the ability to retain and attract key
personnel, could also adversely affect the Company’s operating results. In
addition, the Company’s stock price, like that of other technology
companies, can be volatile. Trading activity in the Company’s common
stock, particularly the trading of large blocks and intraday trading in
the Company’s common stock, may affect the Company’s common stock
price.
|
Item
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
market risk inherent in the Company’s financial instruments and positions
represents the potential loss arising from adverse changes in interest rates and
foreign currency exchange rates.
Interest
Rates
At March
31, 2009, the fair value of the Company’s senior notes was estimated at $559
million using quoted market prices obtained from an independent broker. The
carrying value as recorded in the Consolidated Condensed Statements of Financial
Position at March 31, 2009 exceeded the fair value of the senior notes by
approximately $89.5 million. Market risk is estimated as the potential change in
fair value resulting from a hypothetical 10% adverse change in interest rates
and amounts to approximately $24.4 million at March 31, 2009.
Foreign
Currency Exchange Rates
The
Company has employed, from time to time, a foreign currency hedging strategy to
limit potential losses in earnings or cash flows from adverse foreign currency
exchange rate movements. Foreign currency exposures arise from transactions
denominated in a currency other than the Company’s functional currency and from
foreign denominated revenue and profit translated into U.S. dollars. The
primary currencies to which the Company is exposed include the Euro, the British
pound, the Canadian dollar, the Philippine peso and the Australian dollar, as
well as other currencies. Exposures may be hedged with foreign currency forward
contracts, put options, and call options generally with maturity dates of twelve
months or less. The potential gain in fair value at March 31, 2009 for such
contracts resulting from a hypothetical 10% adverse change in all foreign
currency exchange rates is approximately $7.2 million. This gain would be
mitigated by corresponding losses on the underlying exposures.
Item
4. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
The
Company’s management, with the participation of the Company’s Chairman and Chief
Executive Officer and Executive Vice President and Chief Financial Officer, have
evaluated the effectiveness of the Company’s disclosure controls and procedures
as of the end of the period covered by this report. Based upon that evaluation,
the Company’s Chairman and Chief Executive Officer and Executive Vice President
and Chief Financial Officer have concluded that the Company’s disclosure
controls and procedures are effective in providing reasonable assurance that the
information required to be disclosed by the Company in the reports that it files
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms and are designed to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the Company’s management including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Changes
in Internal Control over Financial Reporting
Beginning
in the third quarter of 2006 and continuing through the first quarter of 2009,
the Company has been centralizing certain of its accounting, other finance
functions, and order-to-cash functions from various countries to shared service
centers. As a result, certain changes in basic processes and internal controls
and procedures for day-to-day accounting functions and financial reporting have
been made.
Except
for the changes noted above, there has been no change in the Company’s internal
control over financial reporting that occurred during the quarter
ended March 31, 2009, that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
Item
1. LEGAL
PROCEEDINGS
The
information required by this item is set forth in Note 15 of the “Notes to
Consolidated Condensed Financial Statements” contained in Item 1 of Part I of
this report, and is incorporated herein by reference. Other than the
material developments reported in Note 15, there have been no material
developments to the legal proceedings previously disclosed in Part I, Item 3 of
the Company's 2008 Annual Report on Form 10-K.
Item
1A.
RISK FACTORS
A
description of the risk factors associated with the Company’s business is
included under “Factors That May Affect Future Results And Information
Concerning Forward-Looking Statements” in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” contained in Item 2 of Part I
of this report. Except for the addition of the following risk factor, there have
been no material changes to the risk factors associated with the business
previously disclosed in Part I, Item 1A of the Company’s 2008 Annual Report on
Form 10-K.
The
Company’s inability to renew its revolving credit facility or extend its trade
receivables facility could adversely impact the Company’s financial
condition.
·
|
The
Company may be unable to renew its revolving credit facility or extend its
trade receivables facility based on current or continued weakening of
credit market conditions. If the Company is unable to renew its
revolving credit facility or extend its trade receivables facility, the
Company’s financial condition could be adversely impacted. If
the Company is able to renew its revolving credit facility and/or extend
its trade receivables facility, it may be on terms substantially less
favorable than the Company’s current credit
facilities.
|
Item
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Period
|
|
Total
Number of Shares Purchased
|
|
|
Average
Price Paid per Share
|
|
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
|
|
Approximate
Dollar Value of Shares that May Yet Be Purchased Under the Plans or
Programs (in millions) (1)
|
|
January
1 - 31, 2009
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
490.9 |
|
February
1- 28, 2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
490.9 |
|
March
1 - 31, 2009
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
490.9 |
|
Total
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
|
|
(1)
|
In
May 2008, the Company received authorization from the Board of Directors
to repurchase an additional $750 million of its Class A Common Stock
for a total repurchase authority of $4.65 billion. As of March 31,
2009, there was approximately $0.5 billion of share repurchase
authority remaining. This repurchase authority allows the Company, at
management’s discretion, to selectively repurchase its stock from time to
time in the open market or in privately negotiated transactions depending
upon market price and other factors. During the first quarter of 2009, the
Company did not repurchase any shares of its Class A Common Stock. As of
March 31, 2009, since the inception of the program in April 1996, the
Company had repurchased approximately 91.6 million shares for an
aggregate cost of approximately
$4.2 billion.
|
Item
3. DEFAULTS
UPON SENIOR SECURITIES
None.
Item
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The
Company’s Annual Meeting of Stockholders was held on April 23,
2009.
|
(b)
|
Michael
J. Maples, Stephen R. Hardis, William R. Fields and Robert Holland, Jr.
were each elected as Directors of the Company for terms expiring in
2012. The terms of office of each of Paul J. Curlander, Teresa
Beck, Ralph E. Gomory, James F. Hardymon, Marvin L. Mann, Jean-Paul L.
Montupet and Kathi P. Seifert as Directors of the Company continued after
the meeting.
|
(c) At
said Annual Meeting, the stockholders voted on the following four
proposals:
|
(i)
|
The
election of four Directors for terms expiring in 2012. The stockholders
elected the Directors by the following
votes:
|
Director
|
Votes
For
|
Votes
Withheld
|
Abstentions
|
Michael J. Maples
|
60,695,394
|
3,726,128
|
175,952
|
Stephen R. Hardis
|
58,086,379
|
6,318,470
|
192,625
|
William R. Fields
|
57,862,397
|
6,559,189
|
175,889
|
Robert Holland, Jr.
|
59,527,535
|
4,877,650
|
192,290
|
|
(ii)
|
The
ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as
the Company’s independent registered public accounting firm for the
Company’s fiscal year ending December 31, 2009. The stockholders ratified
the appointment of PwC by the following
votes:
|
Votes
For
|
Votes
Against
|
Abstentions
|
63,725,075
|
732,191
|
140,207
|
|
(iii)
|
The
approval of the Company’s Stock Incentive Plan, as amended and restated.
The stockholders approved the Stock Incentive Plan by the following
votes:
|
Votes
For
|
Votes
Against
|
Abstentions
|
41,359,216
|
17,697,280
|
59,000
|
|
(iv)
|
The
consideration of a stockholder proposal urging the Board of Directors to
adopt a policy under which shareholders could vote at each annual meeting
on an advisory resolution, to be proposed by Lexmark’s management, to
ratify the compensation of the named executive officers. The stockholders
approved the resolution by the following
votes:
|
Votes
For
|
Votes
Against
|
Abstentions
|
40,682,744
|
18,256,035
|
176,717
|
Item
5. OTHER
INFORMATION
None.
Item
6. EXHIBITS
A list of
exhibits is set forth in the Exhibit Index found on page 54 of this
report.