<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
---------------------------------------
Commission file number 1-71
-------------------------------------------------
BORDEN, INC.
New Jersey 13-0511250
- ----------------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 East Broad Street, Columbus, OH 43215
----------------------------------------------------
(Address of principal executive offices)
(614) 225-4000
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Number of shares of common stock, $0.01 par value, outstanding as of the close
of business on May 10, 1996: 198,974,994
<PAGE> 2
<TABLE>
____________________________________________________________________________________________________________________________________
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
BORDEN, INC
<CAPTION>
Three Months Ended
March 31,
--------------------------------
(In millions, except per share data) 1996 1995
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 1,430.4 $ 1,493.5
Cost of goods sold 987.6 1,052.5
--------- --------
Gross margin 442.8 441.0
--------- --------
Distribution expense 89.9 92.5
Marketing expense 255.2 253.1
General & admin. expense 73.8 79.7
Gain on divestiture (82.9)
--------- ------------
Operating income 106.8 15.7
---------- ----------
Interest expense 27.5 46.2
Minority interest 1.0 11.7
Other (income) expense (8.4) 38.1
----------- ----------
Income (loss) from continuing operations
before income taxes 86.7 (80.3)
Income tax expense (benefit) 42.4 (28.3)
---------- ---------
Income (loss) from continuing operations 44.3 (52.0)
---------- ---------
Discontinued operations:
Income from operations 8.1
Income from disposal 37.9
-------------- ----------
Net income (loss) 44.3 (6.0)
Preferred stock dividends (18.4)
----------- -------------
Net income (loss) applicable to common stock $ 25.9 $ (6.0)
=========== ===========
</TABLE>
2
<PAGE> 3
<TABLE>
________________________________________________________________________________________________________
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (continued)
BORDEN, INC
<CAPTION>
Three Months Ended
March 31,
-----------------------------
(In millions, except per share data) 1996 1995
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Share Data
- ----------
Income (loss) from continuing operations $ .22 $ (.29)
Discontinued operations:
Income from operations .04
Income from disposal .22
--------- ----------
Net income (loss) .22 (.03)
Preferred stock dividends (.09)
--------- ----------
Net income (loss) per common share $ .13 $ (.03)
========= ==========
Dividends per preferred share $ 0.75
Average number of common shares outstanding
during the period 199.0 177.3
- --------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements
</TABLE>
3
<PAGE> 4
<TABLE>
___________________________________________________________________________________________________________________________________
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
BORDEN, INC.
<CAPTION>
(In millions)
March 31, December 31,
-------------- -------------
ASSETS 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT Cash and equivalents $ 146.4 $ 146.2
ASSETS Accounts receivable (less allowance
for doubtful accounts of $25.6 and $24.8,
respectively) 679.9 660.1
Inventories:
Finished and in-process goods 337.4 336.2
Raw materials and supplies 176.6 184.1
Other current assets 141.5 194.6
--------- ---------
1,481.8 1,521.2
--------- ---------
- -------------------------------------------------------------------------------------------------------------
INVESTMENTS Investments in and advances to
AND OTHER affiliated companies 34.2 36.7
ASSETS Deferred income taxes 318.8 344.1
Other assets 110.9 110.2
--------- ---------
463.9 491.0
--------- ---------
- -------------------------------------------------------------------------------------------------------------
PROPERTY Land 92.9 93.6
AND Buildings 555.7 562.4
EQUIPMENT Machinery and equipment 1,997.2 1,968.7
--------- ---------
2,645.8 2,624.7
Less accumulated depreciation (1,481.5) (1,465.8)
--------- ---------
1,164.3 1,158.9
--------- ---------
- --------------------------------------------------------------------------------------------------------------
INTANGIBLES Intangibles resulting from
business acquisitions 608.0 616.4
--------- ---------
- -------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 3,718.0 $ 3,787.5
========= =========
- -------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements
</TABLE>
4
<PAGE> 5
<TABLE>
___________________________________________________________________________________________________________________
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
BORDEN, INC.
<CAPTION>
(In millions)
March 31, December 31,
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT Debt payable within one year $ 109.5 $ 140.4
LIABILITIES Accounts and drafts payable 484.9 478.7
Restructuring reserve 14.8 15.5
Income taxes 179.8 181.7
Other current liabilities 772.0 764.8
--------- ---------
1,561.0 1,581.1
-------- --------
- ------------------------------------------------------------------------------------------------------------------
OTHER Long-term debt 1,159.0 1,211.8
Deferred income taxes 44.4 45.3
Non-pension postemployment
benefit obligations 324.4 331.8
Other long-term liabilities 105.5 116.0
Minority interest 33.7 33.0
---------- ----------
1,667.0 1,737.9
-------- --------
Commitments and Contingencies
- ------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' Preferred Stock - Issued 24,574,751 614.4 614.4
EQUITY Common stock - $0.01 par value
Authorized 300,000,000 shares
Issued 198,974,994 2.0 2.0
Paid in capital 312.7 312.7
Accumulated translation adjustment (134.0) (129.6)
Minimum pension liability and other (107.9) (107.9)
Retained earnings (deficit) (197.2) (223.1)
-------- --------
490.0 468.5
--------- ---------
- ------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,718.0 $ 3,787.5
========= ========
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE> 6
<TABLE>
______________________________________________________________________________________________________________
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
BORDEN, INC.
<CAPTION>
Three Months Ended
March 31,
-------------------------------
(In millions) 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS Net income (loss) $ 44.3 $ (6.0)
FROM (USED IN) Adjustments to reconcile net income (loss) to net
OPERATING cash from operating activities:
ACTIVITIES Reversal of reserve for loss on disposal
of discontinued operations (54.6)
Depreciation and amortization 37.5 38.8
Gain on divestiture (82.9)
Unrealized (gain) loss on interest rate swap (7.9) 23.5
Loss on sale of investment 22.0
Write-off deferred financing costs 11.1
Restructuring (3.0) (9.1)
Net change in assets and liabilities:
Trade receivables (37.2) (11.4)
Inventories 6.3 (21.8)
Trade payables 5.0 (8.2)
Current and deferred taxes 35.9 (32.2)
Other assets (32.9) (4.5)
Other liabilities 50.9 6.5
Discontinued operations 7.7
----------- -----------
16.0 (38.2)
----------- -----------
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS Sale of investment in RJR Nabisco Holdings 282.1
FROM Capital expenditures (48.3) (30.0)
INVESTING Divestiture of businesses 134.6
ACTIVITIES Purchase of businesses (6.4)
----------- -----------
86.3 245.7
----------- -----------
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS Decrease in receivables sold (250.0)
(USED IN) FROM Reduction in short-term debt (30.9) (180.2)
FINANCING Reduction in long-term debt (53.4) (306.3)
ACTIVITIES Long-term debt financing 0.6 250.3
Reduction in minority interest (471.3)
Equity contribution 994.7
Dividends paid (18.4)
Issuance of stock under stock options
and benefits and awards plans 3.6
----------- -----------
(102.1) 40.8
----------- -----------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 7
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(continued)
<CAPTION>
BORDEN, INC.
Three Months Ended
March 31,
--------------------------------
(In millions) 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Increase in cash and equivalents $ 0.2 $ 248.3
Cash and equivalents at beginning
of period 146.2 125.3
--------- ---------
Cash and equivalents at end
of period $ 146.4 $ 373.6
========= ========
- ----------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL Interest paid $ 26.9 $ 36.1
DISCLOSURES Income taxes paid 6.5 25.4
OF CASH FLOW
INFORMATION
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements
7
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Dollars in millions except per share amounts and as otherwise indicated)
1. Basis of Presentation
Borden, Inc. ("the Company") conducts operations in the following
businesses: pasta and foods ("BFC"), dairy ("BMG Dairies"), European
bakery ("Bakeries"), salty snacks ("Wise"), glue ("Elmer's"), decorative
products and wallcoverings ("Decorative Products"), adhesives and resins
("Chemical"), and packaging and plastic films ("Packaging"). The Company
is in the process of redesigning its corporate organization along these
business lines to facilitate certain operating and capital market goals of
the Company. When this redesign is complete, the Company's businesses
will be conducted through direct or indirect subsidiaries.
The accompanying unaudited interim consolidated financial statements of
the Company contain all adjustments, consisting only of normal
adjustments, which in the opinion of management are necessary for a fair
statement of the results for the interim periods. Results for the interim
periods are not necessarily indicative of results for the full years.
The Company is considering the transfer of the BFC and Wise business units
to an affiliate of the Company's principal stockholder during the second
quarter of 1996. If BFC and Wise are transferred, certain BFC and Wise
entities would become guarantors of the Company's indebtedness under its
$1.2 billion credit facility and the Company's other publicly held
indebtedness.
2. Reclassification
Certain prior year amounts have been restated to conform with 1996
classifications.
3. Asset Divestitures
Late in 1995 the Company began the process of redesigning its operating
structure. As a result of this redesign management determined that
certain businesses did not fit into the Company's long-term strategic
plan, and made the decision to divest these businesses. Businesses in
this classification include the packaging and plastic films business,
seven dairy plants, and two food plants. Appropriate reserves relating to
the sale or divestiture of these businesses were reflected in the December
31, 1995 financial statements of the Company.
During the first quarter of 1996, the Company sold its remaining equity
interest in a Spanish food company for $139.8 resulting in a pretax gain
of $82.9 ($42.1 net of tax).
Following are the results of operations and net assets for businesses to
be divested which were owned at March 31, 1996. These amounts are
included in continuing operations in the Consolidated Financial
Statements.
<TABLE>
<CAPTION>
1996 1995
--------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 185.9 $ 276.4
Operating income 2.5 0.6
Net assets at March 31 and
December 31 for 1996 and 1995, respectively 359.0 412.3
--------------------------------------------------------------------------
</TABLE>
8
<PAGE> 9
4. Commitments and Contingencies
The Company is subject to various investigations, claims and legal
proceedings covering a wide range of matters that arise in the
ordinary course of its business activities. In addition, the
Company is conducting a number of environmental investigations and
remedial actions at current and former Company locations. Each of
these matters is subject to various uncertainties, and some of these
matters may be resolved unfavorably to the Company. The Company has
established accruals for matters that are probable and reasonably
estimable. Management believes that any liability that may
ultimately result from the resolution of these matters in excess of
amounts provided will not have a material adverse effect on the
financial position of the Company.
9
<PAGE> 10
PART I FINANCIAL INFORMATION
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1996 VERSUS QUARTER ENDED MARCH 31, 1995
Following is a comparison of sales and operating income (loss) by business
unit:
<TABLE>
(Dollars in millions)
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
3 months ended 3 months ended Increase Percent
SALES March 31, 1996 March 31, 1995 (Decrease) Change
- ----- -------------- -------------- ---------- ------
<S> <C> <C> <C> <C>
BFC $ 462.0 $ 422.2 $ 39.8 9.4%
BMG Dairies 222.4 206.3 16.1 7.8%
Bakeries 98.9 90.7 8.2 9.0%
Wise 70.5 68.8 1.7 2.5%
Elmer's 15.5 14.9 0.6 4.0%
Decorative Products 97.6 92.2 5.4 5.9%
Chemical 277.0 322.0 (45.0) -14.0%
Other 0.6 0.0 0.6 N/M
---------- ---------- ---------- ---------
Subtotal 1,244.5 1,217.1 27.4 2.3%
Businesses held for sale 185.9 276.4 (90.5) -32.7%
---------- ---------- ---------- ---------
Net Sales $ 1,430.4 $ 1,493.5 $ (63.1) -4.2%
========== ========== ========== =========
3 months ended 3 months ended Favorable Percent
OPERATING INCOME (LOSS) March 31, 1996 March 31, 1995 (Unfavorable) Change
- ----------------------- -------------- -------------- ------------ ------
BFC $ (12.8) $ 5.7 $ (18.5) -324.6%
BMG Dairies 3.2 6.5 (3.3) -50.8%
Bakeries 2.5 2.5 0.0 0.0%
Wise (4.1) (12.0) 7.9 65.8%
Elmer's 2.5 1.8 0.7 38.9%
Decorative Products 9.3 6.1 3.2 52.5%
Chemical 32.6 38.3 (5.7) -14.9%
Gain on divestiture 82.9 0.0 82.9 N/M
Corporate (11.8) (33.8) 22.0 65.1%
---------- ---------- ---------- ---------
Subtotal 104.3 15.1 89.2 590.7%
Businesses held for sale 2.5 0.6 1.9 316.7%
---------- ---------- ---------- ---------
Total Operating Income 106.8 15.7 91.1 580.3%
Other expense (20.1) (96.0) 75.9 79.1%
Income taxes (42.4) 28.3 (70.7) N/M
---------- ---------- ---------- ---------
Income (loss) from Continuing Ops. $ 44.3 $ (52.0) $ 96.3 185.2%
========== ========== ========== =========
</TABLE>
Net sales from continuing operations for the quarter ended March 31, 1996
decreased 4.2% to $1.43 billion from $1.49 billion in 1995 primarily as a
result of businesses sold late in 1995. Operating income totaled $106.8
million in 1996, up $91.1 million from the 1995 total of $15.7 million. The
Company reported net income applicable to common stock for the first quarter
1996 of $25.9 million, or $0.13 per share, after the effect of preferred
dividends ($0.09 per share), compared to a net loss of $6.0 million, or $0.03
per share, in 1995.
10
<PAGE> 11
Sales for Borden Foods Corporation (BFC) of $462.0 million increased 9.4%
compared to 1995 sales of $422.2 million, mainly due to higher sales in whole
milk powder, FunCheese, and Signature Flavors product lines. Whole milk powder
increases were attributable to volume increases in Colombia and Taiwan. The
FunCheese increase was attributable to volume in fat free and low fat product
lines, and the introduction of a new product. The increase at Signature
Flavors was primarily a result of volume increases for Cracker Jack, and the
Bouillon and Dry Soups business.
BFC reported an operating loss of $12.8 million versus income of $5.7 million
in 1995 due to weak results in Italian Foods. Italian Foods' experienced
significantly higher semolina costs, while pricing remained flat. In
addition, distribution and promotional costs were higher in first quarter 1996.
Borden/Meadow Gold Dairies' sales of $222.4 million increased 7.8% from $206.3
million in 1995 primarily as a result of higher volumes coupled with a 3%
pricing increase. Operating income decreased 50.8% to $3.2 million from $6.5
million due to higher raw material costs which could not be recovered in price
increases, and costs associated with the consolidation of operating
facilities.
European Bakeries (Bakeries) sales for 1996 increased 9.0% to $98.9 million
from $90.7 million in 1995. Bakeries reported volume increases in both the
industrial and retail sectors coupled with favorable foreign currency
translation effect. Bakeries operating income was flat year to year.
Wise sales for 1996 were $70.5 million versus $68.8 million in 1995. The 2.5%
increase was primarily due to new product introductions during the quarter.
Operating loss for 1996 decreased $7.9 million to a $4.1 million loss as a
result of the absence of 1995 charges of $13.3 million which related to asset
writedowns and adjustments of accrued expenses, partially offset by higher
promotional expenses from changes in sales mix and increased advertising
relating to the new product roll-outs.
1996 sales for Elmer's increased 4.0% to $15.5 million from $14.9 million in
1995, while income increased 38.9% to $2.5 million from $1.8 million, primarily
as a result of the introduction of a new product and continued volume increases
in existing product lines.
Sales for Decorative Products increased 5.9% in 1996 to $97.6 million from
$92.2 million in 1995 primarily due to volume increases. Operating income for
1996 increased 52.5% to $9.3 million from $6.1 million due to increased sales
and higher margins.
Chemical sales of $277.0 million for 1996 decreased 14.0% from 1995 sales of
$322.0 million, primarily due to a steep decline in formaldehyde selling prices
from 1995 levels, partially offset by a slight increase in sales volume.
Operating income for 1996 declined 14.9% to $32.6 million from $38.3 million
primarily as a result of the decrease in sales.
The decrease in sales and increase in operating income for Businesses held for
sale are due primarily to the divestiture of six dairy operations late in 1995.
Gain on divestiture reflects the sale of the remaining equity interest in a
Spanish food company in first quarter 1996.
Corporate operating expenses decreased in 1996 to $11.8 million from $33.8
million in 1995. The decrease is due mainly to the absence of non-recurring
charges recorded in 1995 for severance, environmental, and general insurance
costs.
Non-operating expenses totaled $20.1 million in 1996, down $75.9 million from
1995. Costs associated with interest rate swaps were $31.4 million lower in
1996 than 1995. Interest expense decreased by $18.7 million due to lower debt
levels, and minority interest expense declined $10.7 million as a result of the
reduction in the TMI partnership. Additionally, amortization of deferred costs
declined $7.4 million, and a loss on sale of RJR Nabisco
11
<PAGE> 12
Holdings shares of $22.0 million recorded in 1995 was not incurred in 1996.
These favorable variances were partially offset by a $15.0 million reduction in
income from an equity investment in Borden Chemicals and Plastics Limited
Partnership. Income taxes increased $70.7 million as a result of higher pretax
income.
REORGANIZATION PLAN
The Company is in the process of reorganizing its business units. In
connection with this reorganization, the Company is considering a number of
alternatives. The Company expects that the reorganized business units will be
held by the Company through direct or indirect subsidiaries. The Company is
considering the transfer of the BFC and Wise business units to an affiliate of
the Company's principal stockholder during the second quarter of 1996. If BFC
and Wise are transferred, certain BFC and Wise entities would become guarantors
of the Company's indebtedness under its $1.2 billion credit facility and the
Company's other publicly held indebtedness.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
- --------------------
Operating activities generated cash of $16.0 million in 1996 compared to a
$38.2 million reduction of cash in 1995. The majority of the increase in
operating cash flow was due to the decrease in the deferred tax asset, which
was used to offset the tax generated by the gain on divestiture.
Investing Activities
- --------------------
Cash expenditures for new facilities and improvements were $48.3 million in
1996 as compared to $30.0 million in 1995. Proceeds from divestitures
generated $134.6 million during the first quarter of 1996. $125.5 million of
these proceeds was from the sale of the remaining equity interest in a Spanish
food company. The remainder was cash received in 1996 from a dairy plant sold
in 1995.
Financing Activities
- --------------------
Financing cash flows reflect a net use of cash of $102.1 million as compared to
cash provided from financing activities of $40.8 million in 1995. Proceeds
from divestitures were used to reduce short and long term debt by $84.3 million
in the first quarter of 1996. 1995 first quarter financing flows reflect the
capital contribution of $994.7 million, which was almost entirely offset by the
reduction of debt and minority interest.
12
<PAGE> 13
PART II
Item 1: LEGAL PROCEEDINGS
A private action has been filed against the Company and numerous other
defendants in state court in Galveston County, Texas alleging personal injuries
and property damage in connection with a waste disposal site in La Marque,
Texas (March 1996).
The Company and two other defendants have been sued in a private CERCLA action
in U.S. Southern District Court, Ohio Eastern Division, for contribution and
response costs in connection with property that had been used as a waste
disposal site in the 1950s.
The Company was a defendant in litigation in Montreal, Canada involving
allegations of personal injury or property damage arising from the
misapplication of, or defects in, a urea-formaldehyde foam insulation product
which the Company manufactured from 1973 through 1980. The litigation, which
was tried from September 1983 through December 1989, was dismissed by the trial
court in December 1991. An appeal filed by plaintiffs was denied in October
1995. No further appeals will be taken.
There have been no material developments in the additional ongoing legal
proceedings that are discussed in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.
The Company is involved in other litigation which is considered to be in the
ordinary course of the Company's business.
The Company believes, based upon the information it presently possesses, and
taking into account its established reserves for estimated liability and its
insurance coverage, that the ultimate outcome of the foregoing proceedings and
actions is unlikely to have a materially adverse effect on the Company's
financial position or operating results.
13
<PAGE> 14
<TABLE>
<CAPTION>
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
<S> <C>
a. Exhibits
(27) Financial Data Schedule
</TABLE>
SIGNATURE
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 thereunto duly authorized.
BORDEN, INC.
Date: May 13, 1996 By/s/William H. Carter
---------------------------------
William H. Carter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 146
<SECURITIES> 0
<RECEIVABLES> 706
<ALLOWANCES> 26
<INVENTORY> 514
<CURRENT-ASSETS> 1,482
<PP&E> 2,646
<DEPRECIATION> 1,482
<TOTAL-ASSETS> 3,718
<CURRENT-LIABILITIES> 1,561
<BONDS> 1,159
<COMMON> 2
0
614
<OTHER-SE> (126)
<TOTAL-LIABILITY-AND-EQUITY> 3,718
<SALES> 1,430
<TOTAL-REVENUES> 1,430
<CGS> 988
<TOTAL-COSTS> 1,407
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28
<INCOME-PRETAX> 86
<INCOME-TAX> 42
<INCOME-CONTINUING> 44
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
