Patrick J. O'Leary
Analyst · Shannon O'Callaghan, Nomura
Thanks, Chris. Good morning, everyone. I'll begin with the ClydeUnion acquisition. We completed the acquisition near the end of the fourth quarter. During the brief period under our ownership in Q4, we recognized $13.6 million of revenue with an operating profit of $300,000 for ClydeUnion net of purchase accounting charges. We also recognized $1.3 million of interest expense on the debt drawn to finance the acquisition, and transaction fees were $2.4 million in the period. We recorded a $4 million charge on the other expense line of our income statement to settle hedges that we put in place for the majority of the purchase price, which was denominated in pounds sterling. These hedges significantly reduced foreign currency risk in this purchase, given our U.S. dollar borrowings. This charge and the related payments to our banks is offset by a reduction in the U.S. dollar equivalent paid to the ClydeUnion sellers. From the inception of these hedges to the settlement date, the U.S. dollar strengthened against the British pound by about 5%. For the full year, we recorded a $35 million charge related for the settlement of these hedges. The net EPS impact for all these items related to ClydeUnion was $0.11 in the fourth quarter and $0.55 for the full year. As a reminder, we are targeting $0.30 of EPS accretion from the acquisition in 2012. Looking at the free cash flow impact associated with the acquisition. We recorded net cash outflows of $93 million. This reflects the $41 million purchase of ClydeUnion's 800,000-square-foot facility in Scotland and $35 million related to the currency hedges I just described. Our adjusted EPS and free cash flow figures exclude the full impact of the ClydeUnion acquisition. Looking at consolidated EPS. Reported fourth quarter earnings per share was $1.25. On an adjusted basis, Q4 EPS was $1.78 per share. In our adjusted calculation, we have excluded an aggregate amount of $0.27 per share related to strategic actions. This includes the $0.11 impact from ClydeUnion. In conjunction with our recent strategic developments, we have also decided to postpone building a centralized manufacturing campus in China. As a result of this decision, we recorded a charge of $6.5 million or $0.13 per share on the special charge line of our income statement. And costs associated with the pending sale of Service Solutions totaled $0.03 in Q4. These were recorded in corporate expense. Our adjusted EPS also excludes a $0.22 charge associated with amounts being uncollectible from an insolvent insurer for certain risk management matters, and we recorded a $0.04 impairment charge related to goodwill of our SPX Heat Transfer subsidiary. The full year impairment charge for this business was $0.33 per share. For the full year, our adjusted earnings per share was $4.38. This excludes the charges I just discussed as well as $0.41 of tax benefits recorded as income in Q3. On an adjusted basis, Q4 earnings per share increased 58% year-over-year. Higher segment income was the primary driver. Led by Flow Technology, consolidated segment income increased by $0.22 per share. Lower special charges were an $0.18 benefit versus the prior year. And our effective tax rate for the quarter on an adjusted basis was 24%, a $0.14 benefit to earnings per share. Net other items were an 11% -- $0.11 benefit, most notably, lower corporate expansion expense. Looking at the consolidated results for the quarter. Revenue increased 13% over the prior year to $1.5 billion. On an organic basis, revenue increased across all 4 segments and, in aggregate, increased 11%. Acquisitions contributed 2% growth, and currency was a 1% headwind year-over-year. Segment income increased 10% to $177 million. This was net of the $14 million charge we discussed in January related to certain South African projects in our Thermal segment. It also included $4 million of start-up costs associated with our Transformer facility. These 2 items were 120 points diluted to segment margins in the quarter and offset strong margin performance in our Test and Measurement and Flow segments. Our segment income margin was 11.9%, down 20 points year-over-year. Moving on to our segment results, beginning with Flow Technology. Flow reported $565 million of revenue for the quarter. That's up 16% over the prior year. Organic revenue grew 13%, and acquisitions contributed 4% growth. Systems revenue continued to grow sharply, up 21% year-over-year, and component sales also increased double-digits, reflecting strong demand across most of our key Flow end markets. From a geographic perspective, sales into Asia Pacific grew 29%, driven by increased sales of food and beverage process equipment as well as plate heat exchangers into industrial markets. Revenue increased 15% in the Americas, driven largely by power and energy markets and highlighted by continued progress on our nuclear squib valve contract with Westinghouse. And sales into EMEA were up 8%, including 6% growth in Europe, driven by strong demand in power and energy markets as well as increased food and beverage systems revenue. Segment income increased 20% over the prior year to $85 million, driven primarily by the organic growth. Segment margin was 15.1%. That's up 50 points year-over-year, even with the 30 points of dilution from ClydeUnion primarily due to the purchase accounting charges. Excluding ClydeUnion, incremental margins for Flow increased 21%. This is a good result, especially considering the strong growth in systems revenue during the quarter. For the full year, Flow's revenue increased 23% to more than $2 billion. Organic revenue growth was 15%, acquisitions contributed 4% growth and currency was a 3% benefit. As Chris mentioned, the food and beverage sales increased 27% year-over-year, driven largely by growth in the systems business. Total systems revenue increased to $466 million, up nearly 60% from 2010, and represented 23% of Flow's total sales. We also saw good sales growth in our industrial and power and energy businesses. From a geographic perspective, sales into emerging markets increased 34% year-on-year, led by growth in China, the Middle East and Eastern Europe. In Europe, sales increased 26%, and in North America, sales increased 16%. Segment income grew to $268 million. That's up $53 million or 25% over the prior year, and segment margin improved to 13.1%. Flow Technology had an outstanding year, both from an operational and strategic perspective. We're very proud of Don Canterna and the whole Flow team for their accomplishments in 2011, and we look forward to continued growth and development in this segment in 2012. Moving on to Thermal. Thermal reported $453 million of revenue in Q4, up 8% from the prior year. Organic revenue increased 10%. This was partially offset by a 2% currency headwind. The organic growth was primarily driven by increased sales of evaporative cooling systems, particularly in the U.S., as well as higher sales of pollution control systems and retrofit services in Europe. Segment income was $44 million, and operating margins declined to 9.7%. The decline in profitability was due primarily to the $14 million charge taken on certain projects in South Africa as well as project mix. For the full year, Thermal's revenue increased to $1.64 billion. Currency was a 2% benefit, and organic revenue increased slightly. Sales of evaporative cooling systems, which serve both the power generation and the HVAC markets, increased by more than 25% in 2011, with the majority of the growth coming in the United States. This offset a decline of global dry cooling sales. Segment income for the year was $142 million, down 27% versus the prior year, and segment margins were 8.6%. The decline in profitability reflects the mix shift in our cooling system revenue as well as the $14 million charge we recorded in Q4. Looking at our Industrial segment. Revenue increased $30 million or 18% to $198 million. This was all organic growth, driven primarily by increased volume of Power Transformer shipments, reflecting the stronger order trends we began experiencing in early 2011. The Transformer business reported more than 30% organic growth in the period. We also had double-digit growth in sales of hydraulic technologies. Segment income was $15 million, flat to last year, and operating margins was 7.6%. During the quarter, we recorded $4.4 million of costs associated with the start-up of the Transformer facility. Excluding these costs, segment income increased 29%, and base margins improved 90 points. For the full year, the Industrial segment had revenue of $708 million, up 1% organically over the prior year. Segment income declined 20% to $59 million, and segment margins were 8.4%. Lower pricing on Transformer shipments, primarily during the first half of the year, had the most notable impact on 2011 segment income. In addition, the full year costs associated with the Transformer plant expansion totaled about $11 million. We believe 2011 represents the bottom of the cycle for this segment and that it is poised for growth. Increased volume and modest price improvement in our 2011 Transformer orders are expected to be a key driver of revenue growth and margin improvement this year for our Industrial segment. Transformer pricing and order trends have continued to improve somewhat in the early part of this year. We have now received orders to supply 19 large power transformers. We have begun production in the expanded facility, and we are on track to begin shipping units in the first half of this year. The expanded facility is 140,000 square feet and increases our manufacturing capacity by about 50%. The pictures on this chart highlight the facility expansion as well as the main assembly aisle, the winding area and the testing equipment. Moving on to Q4 results for our Test and Measurement segment. Revenue for the quarter was $275 million, up 9% year-over-year. Organic revenue increased 5%, and the Diagnostic Solutions acquisition contributed 4% growth. The organic growth was driven primarily by increased OEM sales, highlighted by very strong growth in China and double-digit growth in Europe. Segment income for the quarter was $33 million, up $11 million over last year. That's a 51% improvement. Incremental margins were 48%, and reported segment income margins improved 330 points to 11.9%. Similar to Q3, several factors contributed to the margin improvement, including leverage on the organic revenue growth and accretion from the Diagnostic Solutions acquisition. Looking at the full year, you can see the significant improvement in our Test and Measurement results over the last 2 years. For 2011, revenue increased 16% to $1.1 billion. Organic growth was 9%, and the acquisition contributed 4% growth. Currency was a 2% benefit. Segment income for the year grew $34 million or 45% to $111 million, and segment margins expanded 210 points to 10.4%. We're very pleased with Test and Measurement's 2011 operational performance, which was driven primarily by the growth and improvement in our Service Solutions business. We recently announced an agreement to sell Service Solutions to Bosch for $1.15 billion. The sale is subject to normal closing conditions and other approvals and is expected to be completed during the first half of this year. We plan to treat Service Solutions as a discontinued operation beginning in Q1, and we'll report the other businesses in this segment as part of our Industrial segment going forward. Turning now to free cash flow and capital allocation. Excluding the impact of the ClydeUnion acquisition, we generated $219 million of free cash flow. This level of performance in Q4 is consistent with our historical seasonality. For the full year, adjusted free cash flow was $265 million. This includes $113 million of capital expenditures excluding ClydeUnion. For the full year, we also invested $28 million on restructuring actions. Our pension contribution in 2011 was $13 million as compared to $135 million in 2010, which included a voluntary contribution of $100 million in the fourth quarter of 2010. Looking at our capital allocation expectations and projected liquidity for this year. We ended last year with $551 million of cash on hand. We're targeting approximately $200 million of free cash flow from continuing operations in 2012, and we expect the after-tax proceeds from the sale of Service Solutions to be approximately $1 billion. We plan to commit $350 million to debt reduction, including the early funding of our 2013 debt maturities, and to delever into our target gross leverage range of 1.5 to 2.5x EBITDA during 2012. We also intend to enter into a 10b5-1 stock repurchase plan later today. This plan will have 2 phases and be designed to facilitate up to $350 million of share repurchases. Phase 1 will allow for repurchases of up to $75 million prior to completing the sale of Service Solutions and could begin trading as early as next week. Phase 2 will be in effect following the completed sale of Service Solutions and will allow for the repurchase of up to the full $350 million. Depending on the price of the stock, we expect to repurchase between 4 million and 5 million shares at recent pricing. This equates to over $0.40 of EPS accretion. After these actions, we expect to have approximately $1.5 billion of liquidity in 2012, and we will evaluate additional strategic actions and share repurchases consistent with our capital allocation methodology. We've had a consistent and disciplined approach to capital allocation, which we expect to continue. Maintaining a strong balance sheet will continue to be a priority for us. As of the end of 2011, gross and net leverage ratios were 3.1x and 2.3x, respectively. Through a combination of debt repayment and increasing EBITDA, we expect 2012 year-end gross leverage to approach the target range. When gross leverage is below 2.5x, we will evaluate available capital for use on strategic acquisitions and share repurchases. With that, I'll turn the call back to Chris for closing remarks.