- --------------------------------------------------------------------------------
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
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File Number
September 30, 1997 2-54754
General American Transportation Corporation
Incorporated in the IRS Employer Identification No.
State of New York 36-2827991
500 West Monroe Street
Chicago, Illinois 60661-3676
(312) 621-6200
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
Registrant had 1,000 shares of common stock outstanding (all owned by GATX
Corporation) as of October 31, 1997.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
PART I -- FINANCIAL INFORMATION
GENERAL AMERICAN TRANSPORTATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
In Millions
Three Nine
Months Ended Months Ended
September 30 September 30
--------------- ---------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Gross income ................................... $ 200.8 $ 197.7 $ 596.2 $ 559.3
Costs and expenses
Operating expenses ........................ 85.8 85.8 256.7 246.4
Interest .................................. 30.2 32.7 89.7 87.6
Provision for depreciation and amortization 38.1 37.2 113.8 101.5
Selling, general and administrative ....... 19.0 14.7 56.4 43.6
------ ------ ------ ------
173.1 170.4 516.6 479.1
------ ------ ------ ------
Income before income taxes and equity in
net earnings of affiliated companies ...... 27.7 27.3 79.6 80.2
Income taxes ................................... 10.8 10.5 30.8 30.2
------ ------ ------ ------
Income before equity in net earnings
of affiliated companies ................... 16.9 16.8 48.8 50.0
Equity in net earnings of affiliated companies . 4.2 3.0 9.9 11.9
------ ------ ------ ------
Net income ..................................... $ 21.1 $ 19.8 $ 58.7 $ 61.9
====== ====== ====== ======
<FN>
Note - The consolidated balance sheet at December 31, 1996 has been derived from
the audited financial statements at that date. All other consolidated financial
statements are unaudited but include all adjustments, consisting only of normal
recurring items, which management considers necessary for a fair statement of
the consolidated results of operations and financial position for the respective
periods. Operating results for the nine months ended September 30, 1997 are not
necessarily indicative of the results that may be achieved for the entire year
ending December 31, 1997.
</FN>
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN TRANSPORTATION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
In Millions
ASSETS
September 30 December 31
1997 1996
------------ -----------
(Unaudited)
<S> <C> <C>
Cash and cash equivalents ............... $ 14.7 $ 20.7
Trade receivables - net ................. 60.0 83.7
Operating lease assets and facilities
Railcars and support facilities .... 2,446.8 2,436.5
Tank storage terminals and pipelines 1,404.0 1,377.8
-------- --------
3,850.8 3,814.3
Less - Allowance for depreciation .. (1,638.3) (1,558.7)
-------- --------
2,212.5 2,255.6
Due from GATX Corporation ............... 401.3 408.3
Investments in affiliated companies ..... 196.2 189.2
Other assets ............................ 132.0 104.8
-------- --------
TOTAL ASSETS ............................ $ 3,016.7 $ 3,062.3
======== ========
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDER'S EQUITY
September 30 December 31
1997 1996
------------ -----------
(Unaudited)
<S> <C> <C>
Accounts payable ...................................... $ 97.7 $ 128.8
Accrued expenses ...................................... 43.1 40.8
Debt
Short-term debt .................................. 222.0 166.9
Long-term debt ................................... 1,130.9 1,230.0
Capital lease obligations ........................ 100.2 108.1
-------- --------
1,453.1 1,505.0
Deferred income taxes ................................. 365.9 352.1
Other deferred items .................................. 260.3 261.3
-------- --------
Total liabilities and deferred items ......... 2,220.1 2,288.0
Shareholder's equity
Common Stock - par value $1 per share;
1,000 shares authorized, issued and
outstanding (owned by GATX Corporation) ...... - -
Additional capital ............................... 335.0 335.0
Reinvested earnings .............................. 458.3 431.4
Cumulative foreign currency translation adjustment 3.3 7.9
-------- --------
Total shareholder's equity ................... 796.6 774.3
-------- --------
TOTAL LIABILITIES, DEFERRED ITEMS
AND SHAREHOLDER'S EQUITY ......................... $ 3,016.7 $ 3,062.3
======== ========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
GENERAL AMERICAN TRANSPORTATION CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
In Millions
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income ......................................... $ 21.1 $ 19.8 $ 58.7 $ 61.9
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for depreciation and amortization 38.1 37.2 113.8 101.5
Deferred income taxes ..................... 6.1 3.6 14.3 13.1
Other (includes working capital) ................... (14.9) (5.9) (29.9) (22.7)
------ ------ ------ ------
NET CASH PROVIDED BY OPERATING ACTIVITIES ..... 50.4 54.7 156.9 153.8
INVESTING ACTIVITIES
Additions to operating lease assets and facilities:
Railcars and support facilities ............... (71.8) (76.5) (215.0) (245.4)
Tank storage terminals and pipelines .......... (17.2) (21.7) (47.7) (107.6)
Investments in affiliated companies and
other capital additions ....................... (1.7) (82.4) (2.6) (84.6)
------ ------ ------ ------
Capital additions ............................. (90.7) (180.6) (265.3) (437.6)
Proceeds from other asset dispositions ............. 170.8 151.6 176.1 158.7
------ ------ ------ ------
NET CASH (USED IN) PROVIDED BY
INVESTING ACTIVITIES ...................... 80.1 (29.0) (89.2) (278.9)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt ........... - 58.2 - 158.2
Repayment of long-term debt ........................ (23.4) (5.2) (98.6) (72.5)
Net (decrease) increase in short-term debt ......... (104.8) (63.0) 57.4 97.5
Repayment of capital lease obligations ............. (2.9) (2.9) (7.7) (6.6)
Cash dividends paid to GATX Corporation ............ (10.9) (9.6) (31.8) (32.4)
Net (increase) decrease in amount due from GATX
Corporation ................................... 13.5 (4.5) 7.0 (21.0)
------ ------ ------ ------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES ...................... (128.5) (27.0) (73.7) 123.2
------ ------ ------ ------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS .............................. $ 2.0 $ (1.3) $ (6.0) $ (1.9)
====== ====== ====== ======
</TABLE>
4
<PAGE>
MANAGEMENT'S DISCUSSION OF OPERATIONS
COMPARISON OF FIRST NINE MONTHS OF 1997
TO FIRST NINE MONTHS OF 1996
GENERAL
General American Transportation Corporation's (GATC's) net income for the first
nine months of 1997 was $59 million compared to $62 million for the first nine
months of 1996. While Transportation benefitted from more railcars on lease,
higher rates, and the consolidation of CGTX, Terminals' lower results reflected
competitive pricing pressures as well as transformation costs. In July 1996,
Transportation acquired the remaining 55% interest in CGTX, a Canadian railcar
company, whereupon those operations became fully consolidated. Prior to that,
Transportation's interest in CGTX was accounted for as equity earnings of
affiliates.
Net cash provided by operating activities of $157 million for the first nine
months of 1997 is approximately the same level as the first nine months of 1996.
Capital additions for the first nine months of 1997 totaled $265 million, $173
million lower than the comparable 1996 period. Transportation's total spending
of $217 million was $112 million lower than the prior year that included $84
million expended for the remaining 55% interest in CGTX. In 1997, Transportation
has purchased approximately 3,300 railcars for its North American fleet that as
of September totals 79,400 cars. Terminals' capital additions of $48 million
declined $60 million from last year primarily because the comparable 1996 period
included $34 million for the Central Florida Pipeline expansion project and $14
million for new business development. Full year capital spending for GATC is
expected to approximate $400 million, although this forecast is dependent on
market conditions. Included in the full year 1997 capital additions for
Transportation is the acquisition of a 40% interest in KVG, a German railcar
company, which closed October 1997. It is anticipated that capital expenditures
will be funded by both internally generated cash flow and GATC's available
external financing sources.
GATC had available unused committed lines of credit of $261 million at September
30, 1997. Under a $650 million shelf registration for pass through certificates
and debt securities, $100 million of notes and $236 million of pass through
certificates have been issued.
In September 1997, GATC completed a sale-leaseback of $167 million of railcars,
$129 million of which was in the form of pass-through certificates. This most
recent sale-leaseback is distinguished from prior sale-leasebacks in that the
obligation is non-recourse to GATC; prior sale-leasebacks were on a recourse
basis. The lease obligations are non-recourse in nature in that they are secured
by the underlying cash flows from the subleasing of the cars. To effect the
nonrecourse transaction, Transportation securitized 2,700 recently delivered
railcars and placed them into a special purpose corporation which has been
funded with a leveraged lease. The railcars will continue to be managed by
Transportation.
5
<PAGE>
Management's discussion includes statements which may constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. This information may involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Although the company believes that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, such statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected. These risks and
uncertainties include, but are not limited to, unanticipated changes to the
petroleum, chemical, and rail industries.
RESULTS OF OPERATIONS
Following is a discussion of the operating results of GATC's business segments:
RAILCAR LEASING AND MANAGEMENT (TRANSPORTATION)
- --------------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
-----------------
1997 1996 Change
------- ------- ----------------
Gross Income $ 355.2 $ 310.2 $ 45.0 15%
Net Income $ 55.3 $ 50.6 $ 4.7 9%
- --------------------------------------------------------------------------------
Transportation's gross income for the first nine months of 1997 increased 15%
from the comparable prior year period. The consolidation of CGTX accounted for
$28 million of the increase with the remaining revenue increase primarily due to
approximately 2,500 more cars on lease in the U.S. and Mexico, as well as higher
overall average lease rates. About 75,200 tank and freight cars were on lease
throughout North America at the end of the first nine months of the year,
including 8,700 cars in Canada. With a total fleet of 79,400 railcars,
utilization ended the period at 95%, up from slightly under 94% at September 30,
1996.
Net income increased 9% from the first nine months of 1996 primarily due to the
same reasons that revenues increased. While all major cost areas (asset
ownership, repairs, and SG&A) increased, total costs as a percentage of revenue
decreased by almost 1% from the first nine months of 1996. Because the majority
of recent years' U.S. railcar additions have been financed using
sale-leasebacks, those asset ownership costs are included as operating lease
expense (a component of operating expenses), whereas CGTX railcars are financed
with debt and, therefore, CGTX asset ownership costs are recorded as
depreciation and interest. Prior to acquiring the remaining 55% interest in CGTX
in July 1996, the operating results of CGTX were recorded as equity in net
earnings of affiliates; subsequently CGTX's revenues and costs were fully
consolidated.
6
<PAGE>
TERMINALS AND PIPELINES
- --------------------------------------------------------------------------------
Nine Months Ended
(In Millions) September 30
-----------------
1997 1996 Change
------- ------- -----------------
Gross Income $ 219.4 $ 220.1 $ (0.7) --
Net Income $ 3.4 $ 11.3 $ (7.9) (70)%
- --------------------------------------------------------------------------------
Terminals' gross income for the first nine months of 1997 is essentially
unchanged from the comparable 1996 period. Low industry wide petroleum inventory
levels continue to create a supply-demand imbalance, substantially weakening the
petroleum bulk liquid storage market. This imbalance continues to cause pricing
pressure for petroleum storage services. Chemical storage revenue declined
slightly from the prior year while pipeline revenues increased compared to the
first nine months of 1996. Throughput of petroleum and chemical products was 484
million barrels for the first nine months of 1997 compared to 479 million
barrels for the same period in 1996. Capacity utilization at wholly-owned
facilities was 94% at September 30, 1997 versus 84% a year ago.
Terminals' net income for the first nine months of 1997 was $3 million, a
significant decrease from last year's $11 million. Included in the 1997 results
is $4.2 million (pretax) of primarily SG&A costs for transformation initiatives
as Terminals continues its rationalization process and evaluation of its markets
and facilities. Asset ownership costs (depreciation and interest) were $8
million higher than the first nine months of 1996 reflecting the full impact of
business expansion and facilities improvements in the prior year. Equity
earnings were $9.4 million, $.4 million higher than the first nine months of
1996, in part due to higher earnings from the Olympic Pipeline joint venture.
7
<PAGE>
COMPARISON OF THIRD QUARTER 1997 TO
THIRD QUARTER 1996
GROSS INCOME
- --------------------------------------------------------------------------------
(In Millions) Three Months Ended
September 30
------------------
Business Segment 1997 1996 Change
- ---------------------------------- ------- ------- --------------
Railcar Leasing and Management $ 120.3 $ 113.8 $ 6.5 6%
Terminals and Pipelines 73.2 74.3 (1.1) (1)
- --------------------------------------------------------------------------------
NET INCOME
- --------------------------------------------------------------------------------
(In Millions) Three Months Ended
September 30
------------------
Business Segment 1997 1996 Change
- -------------------------------- ------- ------- -------------
Railcar Leasing and Management $ 18.8 $ 17.8 $ 1.0 6%
Terminals and Pipelines 2.3 2.0 0.3 15
- --------------------------------------------------------------------------------
Increases and decreases in gross income and net income between these quarters
for both segments were principally due to the same reasons discussed previously
in relation to the nine-month periods.
8
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In September 1997, judgment was entered against General American Transportation
Corporation ("GATC"), its wholly owned subsidiary, GATX Terminals Corporation
("GTC") and seven other defendants not related to GATX for compensatory damages
of approximately $1.9 million plus interest from the date of the incident to
twenty individuals in a class action law suit filed in the Civil District Court
for the Parish of Orleans, LA, In Re New Orleans Train Car Leakage Fire Incident
(No. 87-16374). The judgment allocated responsibility for twenty percent of the
compensatory damages to GATC and ten percent to GTC. The judgment also provided
for punitive damages of $3.4 billion in the aggregate against five of the nine
named defendants, including $190 million against GTC. The litigation arose out
of an incident which began on September 9, 1987, when butadiene leaked from a
tank car owned by GATC and caught fire. The incident resulted in no deaths or
significant injuries and only minimal property damage, but caused the overnight
evacuation of a number of residents from the immediate area.
On October 31, 1997, the Louisiana Supreme Court ruled that the trial court
erred in rendering a judgment awarding damages prior to rendering a judgment
adjudicating all liability issues in the case. Accordingly, it vacated the
trial court's September 1997 judgment awarding both compensatory and punitive
damages, and remanded the case back to the trial court for further proceedings
not inconsistent with its ruling. The Company will evaluate any further ruling
of the trial court, and if appropriate ask the court for post judgment relief.
If necessary, the Company will appeal any final judgment against it.
Although more than 8,000 claims have been made, the Company believes that the
damages, if any, that may be awarded to the remaining claimants should average
substantially less than those awarded to the initial twenty plaintiffs. The
Company also believes that the award of compensatory damages to the twenty
plaintiffs was excessive, and that the punitive damages judgment as to GTC was
unwarranted and excessive.
Item 6. Exhibits and Reports on Form 8-K Page
(a) 12 Statement regarding computation of ratio of earnings to
fixed charges. 11
27 Financial Data Schedule for General American
Transportation Corporation for the quarter ended September
30, 1997. Submitted to the SEC along with the electronic
submission of this Quarterly Report on Form 10-Q.
Any instrument defining the rights of security holders
with respect to nonregistered long-term debt not being
filed on the basis that the amount of securities
authorized does not exceed 10 percent of the total assets
of the company and subsidiaries on a consolidated basis
will be furnished to the Commission upon request.
(b) Reports on Form 8-K
GATC filed a report on Form 8-K on September 9, 1997,
under Item 5., Other Events.
9
<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.
GENERAL AMERICAN TRANSPORTATION CORPORATION
(Registrant)
/s/D. Ward Fuller
-----------------
D. Ward Fuller
President, Chief Executive Officer and Director
(Duly Authorized Officer)
/s/Donald J. Schaffer
---------------------
Donald J. Schaffer
Vice President, Finance and
Chief Financial Officer
Date: November 13, 1997
10
<PAGE>
<TABLE>
<CAPTION>
Exhibit 12
GENERAL AMERICAN TRANSPORTATION CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(In Millions, Except For Ratios)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1997 1996 1997 1996
------- ------- ------ -------
<S> <C> <C> <C> <C>
Earnings available for fixed charges:
Net income .................................... $ 21.1 $ 19.8 $ 58.7 $ 61.9
Add (deduct):
Income taxes .................................. 10.8 10.5 30.8 30.2
Equity in net earnings of affiliated companies,
net of distributions received ............. (3.3) .3 (7.4) (7.0)
Interest on indebtedness and amortization of
debt discount and expense ................. 30.2 32.7 89.7 87.6
Amortization of capitalized interest .......... .3 .3 .9 .9
Portion of rents representative of interest
factor (deemed to be one-third) ........... 6.8 6.1 20.4 17.7
----- ----- ------ ------
Total earnings available for fixed charges ......... $ 65.9 $ 69.7 $ 193.1 $ 191.3
===== ===== ====== ======
Fixed charges:
Interest on indebtedness and amortization
of debt discount and expense .............. $ 30.2 $ 32.7 $ 89.7 $ 87.6
Capitalized interest .......................... .3 1.0 .7 3.5
Portion of rents representative of interest
factor (deemed to be one-third) ........... 6.8 6.1 20.4 17.7
----- ----- ------ ------
Total fixed charges ................................ $ 37.3 $ 39.8 $ 110.8 $ 108.8
===== ===== ====== ======
Ratio of earnings to fixed charges (A) ............. 1.77x 1.75x 1.74x 1.76x
<FN>
(A) The ratios of earnings to fixed charges represent the number of times
"fixed charges" are covered by "earnings." "Fixed charges" consist of
interest on outstanding debt and capitalized interest, one-third (the
proportion deemed representative of the interest factor) of rentals, and
amortization of debt discount and expense. "Earnings" consist of
consolidated net income before income taxes and fixed charges, less
equity in net earnings of affiliated companies, net of distributions
received.
</FN>
</TABLE>
11
<PAGE>
EXHIBITS FILED WITH DOCUMENT
(a) 12 Statement regarding computation of ratio of earnings to
fixed charges.
27 Financial Data Schedule for General American
Transportation Corporation for the quarter ended September
30, 1997. Submitted to the SEC along with the electronic
submission of this Quarterly Report on Form 10-Q.
<TABLE>
<CAPTION>
Exhibit 12
GENERAL AMERICAN TRANSPORTATION CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
(In Millions, Except For Ratios)
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1997 1996 1997 1996
------- ------- ------ -------
<S> <C> <C> <C> <C>
Earnings available for fixed charges:
Net income .................................... $ 21.1 $ 19.8 $ 58.7 $ 61.9
Add (deduct):
Income taxes .................................. 10.8 10.5 30.8 30.2
Equity in net earnings of affiliated companies,
net of distributions received ............. (3.3) .3 (7.4) (7.0)
Interest on indebtedness and amortization of
debt discount and expense ................. 30.2 32.7 89.7 87.6
Amortization of capitalized interest .......... .3 .3 .9 .9
Portion of rents representative of interest
factor (deemed to be one-third) ........... 6.8 6.1 20.4 17.7
----- ----- ------ ------
Total earnings available for fixed charges ......... $ 65.9 $ 69.7 $ 193.1 $ 191.3
===== ===== ====== ======
Fixed charges:
Interest on indebtedness and amortization
of debt discount and expense .............. $ 30.2 $ 32.7 $ 89.7 $ 87.6
Capitalized interest .......................... .3 1.0 .7 3.5
Portion of rents representative of interest
factor (deemed to be one-third) ........... 6.8 6.1 20.4 17.7
----- ----- ------ ------
Total fixed charges ................................ $ 37.3 $ 39.8 $ 110.8 $ 108.8
===== ===== ====== ======
Ratio of earnings to fixed charges (A) ............. 1.77x 1.75x 1.74x 1.76x
<FN>
(A) The ratios of earnings to fixed charges represent the number of times
"fixed charges" are covered by "earnings." "Fixed charges" consist of
interest on outstanding debt and capitalized interest, one-third (the
proportion deemed representative of the interest factor) of rentals, and
amortization of debt discount and expense. "Earnings" consist of
consolidated net income before income taxes and fixed charges, less
equity in net earnings of affiliated companies, net of distributions
received.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted From The
Consolidated Balance Sheet and Consolidated Income Statement of GATC and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 15
<SECURITIES> 0
<RECEIVABLES> 65
<ALLOWANCES> 5
<INVENTORY> 0
<CURRENT-ASSETS> 0 <F1>
<PP&E> 3851
<DEPRECIATION> 1638
<TOTAL-ASSETS> 3017
<CURRENT-LIABILITIES> 0 <F1>
<BONDS> 1231 <F2>
0
0
<COMMON> 0
<OTHER-SE> 797
<TOTAL-LIABILITY-AND-EQUITY> 3017
<SALES> 0
<TOTAL-REVENUES> 596
<CGS> 0
<TOTAL-COSTS> 257 <F3>
<OTHER-EXPENSES> 114 <F4>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 90
<INCOME-PRETAX> 80 <F5>
<INCOME-TAX> 31
<INCOME-CONTINUING> 59
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 59
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Not applicable because GATC has an unclassified balance sheet.
<F2> This value consists of two components: Long-term Debt of 1,131 million
and Capital Lease Obligations of 100 million. Short-term Debt is not
included in this calculation.
<F3> This value represents Operating Expenses on the Consolidated Income
Statement
<F4> This value consists of the Provision for Depreciation and Amortization on
the Consolidated Income Statement.
<F5> This value represents Income Before Income Taxes and Equity in Net Earnings
of Affiliates.
</FN>
</TABLE>
