q4-8ker.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): February 4, 2010
Intermec,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-13279
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95-4647021
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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6001
36th
Avenue West
Everett,
Washington
www.intermec.com
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98203-1264
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(Address
of principal executive offices and internet site)
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(Zip
Code)
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(425)
265-2400
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(Registrant's
telephone number, including area code)
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No
Change
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02
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Results
of Operations and Financial
Condition.
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On
February 4, 2010, Intermec, Inc. (“we,” “our” or “the company”) issued a press
release announcing our preliminary financial results for the fourth fiscal
quarter and year ended December 31, 2009. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report and is incorporated herein
by reference (the “Press Release”).
The Press
Release includes non-GAAP (adjusted) financial measures for
Ÿ
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earnings
(loss) from operations before taxes
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Ÿ
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net
(loss) earnings, and
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Ÿ
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earnings
(loss) per diluted share.
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The Press
Release also includes an outlook for first quarter 2010 non-GAAP (adjusted)
earnings per diluted share. Reconciliations of each of these non-GAAP
financial measures to the most directly comparable GAAP financial measures are
detailed in the Reconciliation of GAAP to Non-GAAP Net Earnings attached to the
Press Release.
Our
non-GAAP measures should be read in conjunction with the corresponding GAAP
measures. The non-GAAP measures should be considered in addition to,
and not as an alternative or substitute for, the measures prepared in accordance
with generally accepted accounting principles.
We
believe that excluding restructuring charges (principally related to severance
costs in connection with distinct organizational initiatives to reduce costs and
improve operational efficiency) provides supplemental information useful to
investors’ and management’s understanding of the company’s core operating
results, especially when comparing those results on a consistent basis to
results for previous periods and anticipated results for future
periods.
The
foregoing information in this Item 2.02 is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
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Regulation
FD Disclosure.
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In the
Press Release, we announced our outlook for the first fiscal quarter of 2010
with respect to our anticipated range of revenues, our anticipated range of GAAP
diluted earnings (loss) per share from continuing operations, and our
anticipated range of non-GAAP diluted earnings per share from continuing
operations excluding restructuring costs.
Forward-Looking
Statements
Statements
made in this filing and any related statements that express Intermec’s or our
management’s intentions, hopes, indications, beliefs, expectations, guidance,
estimates, forecasts or predictions of the future constitute forward-looking
statements, as defined by the Private Securities Litigation Reform Act of 1995,
and relate to matters that are not historical facts. They include, without
limitation, statements about our view of general economic and market conditions,
our cost reduction plans, our revenue, expense, earnings or financial outlook
for the current or any future period, our ability to develop, produce, market or
sell our products, either directly or through third parties, reduce or control
expenses, improve efficiency, realign resources, continue operational
improvement and year-over-year or sequential growth, and about the applicability
of accounting policies used in our financial reporting. These statements
represent beliefs and expectations only as of the date they were made. We may
elect to update forward-looking statements but we expressly disclaim any
obligation to do so, even if our beliefs and expectations
change. Actual results may differ from those expressed or implied in
our forward-looking statements. Such forward-looking
statements involve and are subject to certain risks and uncertainties, which may
cause our actual results to differ materially from those discussed in a
forward-looking statement. These include, but are not limited to, risks and
uncertainties described more fully in our reports filed or to be filed with the
Securities and Exchange Commission including, but not limited to, our annual
reports on Form 10-K and quarterly reports on Form 10-Q, which are available on
our website at www.intermec.com.
The
foregoing information in this Item 7.01 is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
Number
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Description
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99.1 |
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Press
release issued by Intermec, Inc. on February 4,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Intermec,
Inc.
(Registrant)
Date: February
4, 2010
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By: /s/ Robert J.
Driessnack
Robert J. Driessnack
Senior Vice President and Chief
Financial Officer
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EXHIBIT
INDEX
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99.1 |
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Press
release issued by Intermec, Inc. on February 4,
2010
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