UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
Commission File Number 1-5828
CARPENTER TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 23-0458500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 West Bern Street, Reading, Pennsylvania 19612-4662
(Address of principal executive offices) (Zip Code)
610-208-2000
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of December 31, 1996.
Common stock, $5 par value 16,630,423
Class Number of shares outstanding
The Exhibit Index appears on page E-1.
<PAGE>
CARPENTER TECHNOLOGY CORPORATION
FORM 10-Q
INDEX
Page
Part I FINANCIAL INFORMATION
Consolidated Balance Sheet December 31, 1996 (Unaudited)
and June 30, 1996.......................................... 3 & 4
Consolidated Statement of Income (Unaudited) for the
Three and Six Months Ended December 31, 1996 and 1995...... 5
Consolidated Statement of Cash Flows (Unaudited) for the
Six Months Ended December 31, 1996 and 1995................ 6
Notes to Consolidated Financial Statements................... 7 & 8
Management's Discussion and Analysis of Results
of Operations.............................................. 9 & 10
Part II OTHER INFORMATION.....................................11 - 14
Exhibit Index.................................................. E-1
<PAGE>
PART I
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEET (Page 1 of 2)
December 31, 1996 and June 30, 1996
(in thousands, except share data)
December 31 June 30
1996 1996
----------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,137 $ 13,159
Accounts receivable, net 108,433 137,103
Inventories 184,693 160,452
Deferred income taxes 1,250 2,113
Other current assets 14,305 11,643
-------- --------
Total current assets 320,818 324,470
Property, plant and equipment,
at cost 859,396 809,697
Less accumulated depreciation
and amortization 406,539 390,225
-------- --------
452,857 419,472
Prepaid pension cost 96,890 91,474
Investment in joint venture 9,049 9,760
Goodwill, net 18,257 18,792
Other assets 50,527 48,003
________ ________
Total assets $948,398 $911,971
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEET (Page 2 of 2)
December 31, 1996 and June 30, 1996
(in thousands, except share data)
December 31 June 30
LIABILITIES 1996 1996
- ----------- ----------- --------
(Unaudited)
Current liabilities:
Short-term debt $ 68,459 $ 18,964
Accounts payable 56,787 75,811
Accrued compensation 17,767 26,088
Accrued income taxes 11,733 13,656
Other accrued liabilities 30,480 30,446
Current portion of long-term debt 3,300 7,010
-------- --------
Total current liabilities 188,526 171,975
Long-term debt, net of current portion 187,905 188,024
Accrued postretirement benefits 138,185 137,738
Deferred income taxes 88,388 84,460
Other liabilities and deferred income 24,266 20,697
SHAREHOLDERS' EQUITY
- --------------------
Preferred stock -
$5 par value, authorized 2,000,000
shares; issued 451.1 shares at
December 31, 1996 and 453.1 shares
at June 30, 1996 28,456 28,581
Common stock at $5 par value -
authorized 50,000,000 shares; issued
19,561,339 shares at December 31, 1996
and 19,545,751 shares at June 30,
1996 97,807 97,729
Capital in excess of par value -
common stock 13,828 13,498
Reinvested earnings 277,949 267,956
Common stock in treasury, at cost -
2,930,916 shares at December 31, 1996
and 2,930,074 shares at June 30, 1996 (64,506) (64,483)
Deferred compensation (21,546) (22,830)
Foreign currency translation
adjustments (10,860) (11,374)
-------- --------
Total shareholders' equity 321,128 309,077
________ ________
Total liabilities and
shareholders' equity $948,398 $911,971
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
for the three and six months ended December 31, 1996 and 1995
(in thousands, except per share data)
Three Months Six Months
------------------ ------------------
1996 1995 1996 1995
---- ---- ---- ----
Net sales $208,670 $210,126 $403,416 $394,595
-------- -------- -------- --------
Costs and expenses:
Cost of sales 152,069 157,229 300,387 293,434
Selling and
administrative
expenses 29,623 28,310 59,178 53,295
Interest expense 4,476 4,821 8,902 9,403
Equity in loss of
joint venture 60 2,140 716 2,365
Other income, net (501) (398) (1,085) (794)
-------- -------- -------- --------
185,727 192,102 368,098 357,703
-------- -------- -------- --------
Income before income
taxes 22,943 18,024 35,318 36,892
Income taxes 9,296 5,731 13,596 12,693
-------- -------- -------- --------
Net income $ 13,647 $ 12,293 $ 21,722 $ 24,199
======== ======== ======== ========
Earnings per common share:
Primary $ .79 $ .71 $ 1.25 $ 1.41
======== ======== ======== ========
Fully diluted $ .75 $ .69 $ 1.20 $ 1.36
======== ======== ======== ========
Weighted average common
shares outstanding 16,726 16,698 16,719 16,619
======== ======== ======== ========
Dividends per common
share $ .33 $ .33 $ .66 $ .66
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
CARPENTER TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
for the six months ended December 31, 1996 and 1995
(in thousands)
1996 1995
---- ----
OPERATIONS
Net income $ 21,722 $ 24,199
Adjustments to reconcile net income
to net cash provided from operations:
Depreciation and amortization 18,472 17,366
Deferred income taxes 4,889 2,444
Prepaid pension cost (5,416) (5,076)
Equity in loss of joint venture 716 2,365
Changes in working capital and other:
Receivables 28,575 2,600
Inventories (24,458) (34,389)
Accounts payable (18,992) 2,608
Accrued current liabilities (10,161) (5,189)
Other, net 620 783
-------- --------
Net cash provided from operations 15,967 7,711
-------- --------
INVESTING ACTIVITIES
Purchases of plant and equipment (51,262) (13,938)
Disposals of plant and equipment 183 378
Acquisitions of businesses, net
of cash received - (10,584)
-------- --------
Net cash used for investing activities (51,079) (24,144)
-------- --------
FINANCING ACTIVITIES
Provided by short-term debt 49,495 20,724
Payments on long-term debt (3,829) (5,899)
Dividends paid (11,729) (11,615)
Proceeds from issuance of common stock 260 3,884
-------- --------
Net cash provided from financing activities 34,197 7,094
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (107) (191)
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (1,022) (9,530)
Cash and cash equivalents at beginning of period 13,159 20,120
-------- --------
Cash and cash equivalents at end of period $ 12,137 $ 10,590
======== ========
Supplemental Data:
- -----------------
Cash Paid During the Year For:
Interest payments, net of amounts capitalized $ 8,216 $ 8,383
Income tax payments, net of refunds $ 9,966 $ 11,461
Non-Cash Investing Activities:
Acquisitions of businesses with treasury stock $ - $ 4,500
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q
and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six months
ended December 31, 1996 are not necessarily indicative of the results
that may be expected for the year ending June 30, 1997. For further
information, refer to the consolidated financial statements and
footnotes included in the Company's 1996 Annual Report on Form 10-K.
The June 30, 1996 condensed balance sheet data was derived
from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
2. Earnings Per Common Share
-------------------------
Primary earnings per common share are computed by
dividing net income (less preferred dividends net of tax
benefits) by the weighted average number of common shares
and common share equivalents outstanding during the period.
On a fully-diluted basis, both net earnings and shares
outstanding are adjusted to assume the conversion of the
convertible preferred stock.
3. Inventories
-----------
December 31 June 30
1996 1996
----------- -------
(in thousands)
Finished $140,945 $129,184
Work in process 151,521 134,751
Raw materials and supplies 53,913 58,388
-------- --------
Total at current cost 346,379 322,323
Excess of current cost
over LIFO values 161,686 161,871
-------- --------
Inventory per Balance Sheet $184,693 $160,452
======== ========
The current cost of LIFO-valued inventories was $315.4 million
at December 31, 1996 and $295.4 million at June 30, 1996.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
------------------------------------------
4. Subsequent Events
-----------------
On January 7, 1997, the Company announced its plan to acquire
all of the common stock of Dynamet Incorporated for approximately
$99 million of Company common stock, $51 million of cash and the
assumption of Dynamet's debt of approximately $11 million. Dynamet
is a manufacturer of titanium bar, wire and powder products.
Dynamet's sales for calendar year 1996 were approximately $100 million.
On January 23, 1997, the Company announced its plan to acquire
all of the common stock of Global Technology, Inc. for approximately
$8.5 million of Company common stock, $1.1 million of cash and the
assumption of approximately $8.4 million of Global Technology debt.
Global Technology has two primary businesses: conversion services for
processing bar and wire products made of stainless steel, super alloys,
titanium and carbon steel; and the design and manufacture of coil and
bar processing equipment. Global Technology's sales for calendar year
1996 were approximately $30 million.
The cash required for these two acquisitions will be funded from
the Company's existing financing arrangements. These transactions will
be accounted for as a purchase in accordance with APB #16.
Effective January 1, 1997, the Mexican subsidiary is considered
to operate in a highly inflationary economy as defined by Statement
of Financial Accounting Standard ("SFAS") 52. When a foreign entity
operates in a highly inflationary economy, the U.S. dollar is used as
the functional currency rather than the local currency. Nonmonetary
assets and liabilities and related expenses are translated into U.S.
dollars at historical exchange rates. All other income statement
amounts are translated using average exchange rates for the period.
Monetary assets and liabilities are translated at end-of-period
exchange rates. Gains or losses on translation are reported in
income.
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS
-----------------------------------------------------------
Second Quarter Results:
- ----------------------
Net income for the quarter ended December 31, 1996 was $13.6 million
versus $12.3 million in the same quarter last year. Primary earnings per
share were $.79 compared with $.71 for the same period a year ago. The
improved results were primarily a result of lower raw material costs and
reduced losses related to the investment in Walsin-CarTech, a joint venture
in Taiwan.
Sales were $208.7 million, a 1% decrease from $210.1 million in the
same period last year. This decrease in sales was primarily the result of
a 6 percent decrease in Core Steel Division unit volume, which was mostly
offset by an improved Core Steel Division product mix.
Cost of sales as a percent of net sales decreased to 73 percent in
the current year's second fiscal quarter from 75 percent in last year's
second quarter. The improvement was primarily the result of lower raw
material costs.
The effective tax rate for the second quarter was higher than the
same quarter last year. Last year's quarterly tax rate was favorably
affected by lower state income tax estimates, while the current quarter
was negatively impacted by a federal income tax law change relating to
company-owned life insurance programs.
Six Month Results:
- -----------------
Net income for the six months ended December 31, 1996 was $21.7
million, compared with $24.2 million for the same period last year.
Primary earnings per share were $1.25 compared with $1.41 for the same
period a year ago. The decrease in earnings was primarily a result of
a 6 percent decrease in Core Steel Division unit volume and an extended
maintenance shutdown period in the September 1996 quarter which resulted
in lower manufacturing levels and higher repair spending. The earnings
decreases were partially offset by reduced losses related to the
investment in Walsin-Cartech.
Sales were $403.4 million, a 2 percent increase from $394.6 million
last year. The increase was primarily a result of including the results
of three companies acquired after September 30, 1995, an improved Steel
Division product mix and increased sales volume of the engineered products
business segment.
Cost of sales was 74 percent of net sales in both periods. The effect
on this ratio of increased maintenance costs as a result of the extended
shutdown period was offset by lower raw material costs and higher sales.
Selling and administrative costs were higher by $5.9 million,
primarily as a result of increased depreciation and amortization and
the inclusion of costs for the companies acquired during the past year.
The effective tax rate for the six months ended December 31, 1996
was higher than last year. The increase was primarily due to second
quarter changes in state income tax estimates and a federal income tax
law change, as previously discussed.
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings.
-------------------------
There are no material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which
the Company or any of its subsidiaries is a party or to which any
of their properties is subject or which is known by the Company
to be contemplated by governmental authorities. There are no
material proceedings to which any Director, Officer, or affiliate
of the Company, or any owner of more than five percent of any
class of voting securities of the Company, or any associate of
any Director, Officer, affiliate, or security holder of the
Company, is a party adverse to the Company or has a material
interest adverse to the interest of the Company or its
subsidiaries. There is no administrative or judicial proceeding
arising under any Federal, State or local provisions regulating
the discharge of materials into the environment or primarily for
the purpose of protecting the environment that (1) is material to
the business or financial condition of the Company, (2) involves
a claim for damages, potential sanctions or capital expenditures
exceeding ten percent of the current assets of the Company or (3)
includes a governmental authority as a party and involves
potential monetary sanctions in excess of $100,000.
Item 4. Submission of Matters to a Vote of Security Holders.
-----------------------------------------------------------
a. The Annual Meeting of Stockholders of the Company was held
on October 21, 1996.
b. Information required by this paragraph is omitted since (i)
proxies for the Annual Meeting were solicited pursuant to Regulation 14
under the Securities Exchange Act, (ii) there was no solicitation in
opposition to the management s nominees as listed in the proxy statement
and (iii) all of such nominees were elected.
c. Set forth below is a description of the matters voted upon at
the Annual Meeting and the number of votes cast for, against or withheld,
as well as the number of abstentions and broker nonvotes, as applicable
to each such matter.
1. Election Of Directors. The following four directors were
---------------------
elected to the Board of Directors of the Company. There were no other
nominees for director.
A. Marcus C. Bennett
Shares voted for: 15,198,472
Shares voted against or withheld: 295,721
Abstentions: N/A
Broker nonvotes: N/A
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders,
-----------------------------------------------------------
continued
B. Carl R. Garr
Shares voted for: 15,186,317
Shares voted against or withheld: 307,876
Abstentions: N/A
Broker nonvotes: N/A
C. William S. Dietrich, II
Shares voted for: 15,190,493
Shares voted against or withheld: 303,700
Abstentions: N/A
Broker nonvotes: N/A
D. Marlin Miller, Jr.
Shares voted for: 15,198,125
Shares voted against or withheld: 296,068
Abstentions: N/A
Broker nonvotes: N/A
2. The accounting firm of Coopers & Lybrand was elected
independent accountants for the year ending June 30, 1997.
Shares voted for: 15,334,167
Shares voted against or withheld: 160,026
Abstentions: N/A
Broker nonvotes: N/A
3. An amendment to the Stock-Based Incentive Compensation
Plan for Officers and Key Employees as described in the Proxy
Statement was approved.
Shares voted for: 11,877,207
Shares voted against: 1,963,179
Abstentions: 248,295
Broker nonvotes: 1,405,512
Item 5. Other Information.
-------------------------
a. Effective December 5, 1996, the first sentence of
Section 2.1 of the Company s Bylaws was amended to
read as follows:
The business of the Corporation shall be managed
under the direction of the Board, which shall
consist of not less than three nor more than
seventeen directors, the exact number of directors
to be determined from time to time by resolution
adopted by affirmative vote of a majority of the
entire Board.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
----------------------------------------
a. The following documents are filed as exhibits:
3. Amendment to the Bylaws of the Company as
adopted December 5, 1996
11. Statement regarding Computations of Per Share
Earnings
12. Statement regarding Computations of Ratios of
Earnings to Fixed Charges
27. Financial Data Schedule
b. The Company filed no Reports on Form 8-K for
events occurring during the quarter of the fiscal
year covered by this report.
Items 2 and 3 are omitted as the answer is negative or the
item is not applicable.
<PAGE>
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 thereunto duly authorized.
CARPENTER TECHNOLOGY CORPORATION
(Registrant)
Date: February 7, 1997 s/G. Walton Cottrell
---------------- --------------------------------
G. Walton Cottrell
Sr. Vice President - Finance
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Title Page
- ----------- ----- ----
3. Amendment to the By-Laws of the E-2
Company as adopted December 5, 1996
11. Statement regarding Computations of E-3
Per Share Earnings &
E-4
12. Statement regarding Computations of
Ratios of Earnings to Fixed Charges E-5
27. Financial Data Schedule E-6
E-1
<PAGE>
Exhibit 3
AMENDMENT TO BY-LAWS OF
CARPENTER TECHNOLOGY CORPORATION
--------------------------------
By resolution adopted at a duly convened meeting of the Board of
Directors of the Company held on December 5, 1996, the Board revised
Section 2.1 of the Company's By-Laws to read as follows:
2.1 Number, Election and Term of Directors. The business of the
--------------------------------------
Corporation shall be managed under the direction of the Board,
which shall consist of not less than three nor more than seventeen
directors, the exact number of directors to be determined from time
to time by resolution adopted by affirmative vote of a majority of
the entire Board.
E-2
<PAGE>
Exhibit 11
CARPENTER TECHNOLOGY CORPORATION
PRIMARY EARNINGS PER COMMON SHARE COMPUTATIONS
For the Three and Six Months Ended December 31, 1996 and 1995
(in thousands, except per share data)
Three Months Six Months
------------------ ------------------
1996 1995 1996 1995
---- ---- ---- ----
Net Income for Primary Earnings
- -------------------------------
Per Common Share
----------------
Net income $ 13,647 $ 12,293 $ 21,722 $ 24,199
Dividends accrued on convertible
preferred stock, net of tax
benefits (407) (390) (798) (790)
-------- -------- -------- --------
Net income for primary earnings
per common share $ 13,240 $ 11,903 $ 20,924 $ 23,409
======== ======== ======== ========
Weighted Average Common Shares
Weighted average number of
common shares outstanding 16,626 16,547 16,621 16,464
Effect of shares issuable
under stock option plans 100 151 98 155
-------- -------- -------- --------
Weighted average common shares 16,726 16,698 16,719 16,619
======== ======== ======== ========
Primary Earnings Per
Common Share $ .79 $ .71 $ 1.25 $ 1.41
======== ======== ======== ========
E-3
<PAGE>
Exhibit 11
CARPENTER TECHNOLOGY CORPORATION
FULLY DILUTED EARNINGS PER COMMON SHARE COMPUTATIONS
For the Three and Six Months Ended December 31, 1996 and 1995
(in thousands, except per share data)
Three Months Six Months
------------------ ------------------
1996 1995 1996 1995
---- ---- ---- ----
Net Income for Fully Diluted
- ----------------------------
Earnings Per Common Share
-------------------------
Net income $ 13,647 $ 12,293 $ 21,722 $ 24,199
Assumed shortfall between
common and preferred dividend (222) (143) (444) (326)
-------- -------- -------- --------
Net income for fully diluted
earnings per common share $ 13,425 $ 12,150 $ 21,278 $ 23,873
======== ======== ======== ========
Weighted Average Common Shares
- ------------------------------
Weighted average number of
common shares outstanding 16,626 16,547 16,621 16,464
Assumed conversion of preferred
shares 904 912 904 912
Effect of shares issuable under
stock option plans 154 189 154 202
-------- -------- -------- --------
Weighted average common shares 17,684 17,648 17,679 17,578
======== ======== ======== ========
Fully Diluted Earnings Per
- --------------------------
Common Share $ .75 $ .69 $ 1.20 $ 1.36
------------ ======== ======== ======== ========
E-4
<PAGE>
Exhibit 12
CARPENTER TECHNOLOGY CORPORATION
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES -- unaudited
Five Years Ended June 30 and
Six Months Ended December 31, 1996
(dollars in thousands)
Six
Months Year Ended June 30
Ended --------------------------------------------
12/31/96 1996 1995 1994 1993 1992
-------- ---- ---- ---- ---- ----
Fixed charges
Interest costs (a) $ 10,013 $ 19,275 $ 17,797 $ 19,651 $ 21,759 $ 20,627
Interest component of
non-capitalized lease
rental expense (b) 1,026 2,074 2,452 2,522 2,532 2,480
-------- -------- -------- -------- -------- --------
Total fixed charges $ 11,039 $ 21,349 $ 20,249 $ 22,173 $ 24,291 $ 23,107
======== ======== ======== ======== ======== ========
Earnings as defined:
Income before income
taxes, extraordinary
charge and cumulative
effect of changes in
accounting principles $ 35,318 $ 95,170 $ 74,571 $ 62,728 $ 42,799 $ 22,827
Add: Loss in less-than-
fifty-percent-owned
persons 716 7,025 3,000 910 - -
Less: Gain on sale of
partial interest in
less-than-fifty-
percent-owned persons - (2,650) - - - -
Fixed charges less
interest capitalized 9,929 21,009 16,994 18,043 23,126 22,117
Amortization of
capitalized interest 929 2,074 1,952 1,788 1,725 1,696
-------- -------- -------- -------- -------- --------
Earnings as defined $ 46,892 $122,628 $ 96,517 $ 83,469 $ 67,650 $ 46,640
======== ======== ======== ======== ======== ========
Ratio of earnings
to fixed charges 4.2x 5.7x 4.8x 3.8x 2.8x 2.0x
======== ======== ======== ======== ======== ========
(a) Includes interest capitalized relating to significant construction
projects and amortization of debt discount and debt expense.
(b) One-third of rental expense which approximates the interest component of
non-capitalized leases.
E-5
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> $12,137
<SECURITIES> $0
<RECEIVABLES> $108,433
<ALLOWANCES> $0
<INVENTORY> $184,693
<CURRENT-ASSETS> $320,818
<PP&E> $859,396
<DEPRECIATION> $406,539
<TOTAL-ASSETS> $948,398
<CURRENT-LIABILITIES> $188,526
<BONDS> $187,905
$0
$28,456
<COMMON> $97,807
<OTHER-SE> $194,865
<TOTAL-LIABILITY-AND-EQUITY> $948,398
<SALES> $403,416
<TOTAL-REVENUES> $403,416
<CGS> $300,387
<TOTAL-COSTS> $300,387
<OTHER-EXPENSES> $(369)
<LOSS-PROVISION> $0
<INTEREST-EXPENSE> $8,902
<INCOME-PRETAX> $35,318
<INCOME-TAX> $13,596
<INCOME-CONTINUING> $21,722
<DISCONTINUED> $0
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> $21,722
<EPS-PRIMARY> $1.25
<EPS-DILUTED> $1.20
</TABLE>
