UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-5075
EG&G, Inc.
----------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2052042
------------- ----------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
45 William Street, Wellesley, Massachusetts 02181
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 237-5100
--------------
(Registrant's telephone number, including area code)
NONE
----
(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 outstanding of each of the issuer's classes of common stock, as
of the latest practicable date:
Class Outstanding at April 27, 1997
----- -----------------------------
Common Stock, $1 par value 46,032,000
(Excluding treasury shares)
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
EG&G, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 30, 1997 and March 31, 1996
(Unaudited)
-----------
<TABLE>
<CAPTION>
(In Thousands Except
--------------------
Per Share Data)
---------------
Three Months Ended
------------------
MAR 30, MAR 31,
1997 1996
<S> <C> <C>
-------- --------
Sales:
Products $202,513 $208,001
Services 144,493 138,790
-------- --------
Total Sales 347,006 346,791
-------- --------
Costs and Expenses:
Cost of sales:
Products 131,371 131,925
Services 128,268 124,456
-------- --------
Total cost of sales 259,639 256,381
Research and development expenses 11,154 10,961
Selling, general and administrative expenses 59,658 59,524
-------- --------
Total Costs and Expenses 330,451 326,866
-------- --------
Operating Income From Continuing Operations 16,555 19,925
Other Income (Expense), Net (Note 2) (2,058) (1,895)
-------- --------
Income From Continuing Operations
Before Income Taxes 14,497 18,030
Provision for Income Taxes 4,929 6,148
-------- --------
Income From Continuing Operations 9,568 11,882
Income From Discontinued Operations, Net of
Income Taxes (Note 3) 458 900
-------- --------
Net Income $ 10,026 $ 12,782
======== ========
Earnings Per Share:
Continuing Operations $ .21 $ .25
Discontinued Operations .01 .02
-------- --------
Net Income $ .22 $ .27
======== ========
Cash Dividends Per Common Share $ .14 $ .14
======== ========
Weighted Average Shares of Common Stock
Outstanding 46,220 47,630
</TABLE>
The accompanying unaudited notes are an integral part of these consolidated
financial statements.
- 2 -
<PAGE>
EG&G, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of March 30, 1997 and December 29, 1996
(Dollars in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
MAR 30, DEC 29,
1997 1996
-------- --------
(Unaudited)
-----------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 42,381 $ 47,846
Accounts receivable (Note 4) 212,206 222,856
Inventories (Note 5) 121,484 119,558
Other current assets 69,414 64,451
-------- --------
Total Current Assets 445,485 454,711
-------- --------
Property, Plant and Equipment:
At cost (Note 6) 478,372 480,858
Accumulated depreciation and amortization (287,259) (288,808)
-------- --------
Net Property, Plant and Equipment 191,113 192,050
-------- --------
Investments (Note 7) 16,028 16,839
Intangible Assets (Note 8) 104,211 110,368
Other Assets 49,964 48,932
-------- --------
Total Assets $806,801 $822,900
======== ========
Current Liabilities:
Short-term debt $ 41,394 $ 21,499
Accounts payable 68,261 75,749
Accrued expenses (Note 9) 147,758 157,558
Net liabilities of discontinued operations (Note 3) 4,989 4,990
-------- --------
Total Current Liabilities 262,402 259,796
-------- --------
Long-Term Debt 115,176 115,104
Long-Term Liabilities 78,669 82,894
Contingencies
Stockholders' Equity:
Preferred stock - $1 par value, authorized
1,000,000 shares; none outstanding -- --
Common stock - $1 par value, authorized
100,000,000 shares; issued 60,102,000 shares 60,102 60,102
Retained earnings 535,279 532,043
Cumulative translation adjustments 7,417 18,228
Net unrealized gain on marketable investments (Note 7) 1,266 1,204
Cost of shares held in treasury;
14,071,000 shares at March 30, 1997 and
13,792,000 shares at December 29, 1996 (253,510) (246,471)
-------- --------
Total Stockholders' Equity 350,554 365,106
-------- --------
Total Liabilities and Stockholders' Equity $806,801 $822,900
======== ========
</TABLE>
The accompanying unaudited notes are an integral part of these consolidated
financial statements.
- 3 -
<PAGE>
EG&G, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 30, 1997 and March 31, 1996
(Unaudited)
-----------
<TABLE>
<CAPTION>
(In Thousands)
--------------
Three Months Ended
------------------
MAR 30, MAR 31,
1997 1996
------- -------
<S> <C> <C>
Cash Flows Provided by (Used in) Operating Activities:
Net income $10,026 $12,782
Deduct net income from discontinued operations (458) (900)
------- -------
Income from continuing operations 9,568 11,882
Adjustments to reconcile income from continuing
operations to net cash provided by (used in)
continuing operations:
Depreciation and amortization 10,785 9,062
Changes in assets and liabilities, net of
effects from companies divested:
Decrease (increase) in accounts receivable 6,481 (8,836)
Increase in inventories (5,253) (7,935)
Increase (decrease) in accounts payable (6,120) 7,886
Decrease in accrued expenses (7,610) (7,949)
Change in prepaid expenses and other (9,660) (8,625)
------- -------
Net Cash Provided by (Used in) Continuing Operations (1,809) (4,515)
Net Cash Provided by Discontinued Operations 457 3,403
------- -------
Net Cash Provided by (Used in) Operating Activities (1,352) (1,112)
------- -------
Cash Flows Used In Investing Activities:
Capital expenditures (14,066) (26,982)
Proceeds from dispositions of businesses and sales
of property, plant and equipment 5,233 851
Proceeds from sales of investment securities 336 4,459
Other (443) --
------- -------
Net Cash Used in Investing Activities (8,940) (21,672)
------- -------
Cash Flows Provided by Financing Activities:
Increase in commercial paper 18,961 28,894
Proceeds from issuance of common stock 4,210 3,472
Purchases of common stock (11,551) (7,045)
Cash dividends (6,488) (6,674)
Other 1,120 (990)
------- -------
Net Cash Provided by Financing Activities 6,252 17,657
------- -------
Effect of Exchange Rate Changes on Cash and Cash
Equivalents (1,425) (1,475)
------- -------
Net Decrease in Cash and Cash Equivalents (5,465) (6,602)
Cash and cash equivalents at beginning of period 47,846 76,204
------- -------
Cash and cash equivalents at end of period $42,381 $69,602
======= =======
</TABLE>
The accompanying unaudited notes are an integral part of these consolidated
financial statements.
- 4 -
<PAGE>
EG&G, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
-----------
(1) Basis of Presentation
- --------------------------
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's latest annual report on Form 10-K. The balance
sheet amounts as of December 29, 1996 in this report were extracted from the
Company's audited 1996 financial statements included in the latest annual report
on Form 10-K. In the opinion of management, the unaudited consolidated financial
statements included herein contain all adjustments, consisting only of normal
recurring accruals, necessary to present fairly the financial position as of
March 30, 1997 and the results of operations for the three months ended March
30, 1997 and March 31, 1996 and the cash flows for the three months then ended.
The results of operations for the three months ended March 30, 1997 are not
necessarily to be considered indicative of the results for the entire year.
In the fourth quarter of 1997, the Company will adopt the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share", which is effective for financial statements for periods ending after
December 15, 1997. SFAS No. 128 requires replacement of primary earnings per
share (EPS) with basic EPS, which is computed by dividing income available to
common shareholders by the weighted-average number of common shares outstanding.
Diluted EPS, which gives effect to all dilutive potential common shares
outstanding, is also required. All prior-period EPS data presented will be
restated. The EPS amounts shown on the Company's consolidated statement of
operations for the three months ended March 30, 1997 and March 31, 1996 are the
equivalents of basic EPS and diluted EPS because the number of shares issuable
upon the exercise of stock options is immaterial.
(2) Other Income (Expense)
- ---------------------------
Other income (expense), net, consisted of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------
Three Months Ended
------------------
MAR 30, MAR 31,
1997 1996
------- -------
<S> <C> <C>
Interest income 420 955
Interest expense (2,870) (3,184)
Other 392 334
------- -------
$(2,058) $(1,895)
======= =======
</TABLE>
- 5 -
<PAGE>
EG&G, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
-----------
(3) Discontinued Operations
- ----------------------------
The former Department of Energy (DOE) Support segment, which has provided
services under management and operations contracts, is presented as discontinued
operations in accordance with Accounting Principles Board Opinion No. 30.
Summary operating results of the discontinued operations were as follows:
<TABLE>
<CAPTION>
(In Thousands)
--------------
Three Months Ended
------------------
MAR 30, MAR 31,
1997 1996
------- -------
<S> <C> <C>
Sales $24,640 $32,289
Costs and expenses 23,936 30,905
------- -------
Income from discontinued
operations before income taxes 704 1,384
Provision for income taxes 246 484
------- -------
Income from discontinued operations, net of
income taxes $ 458 $ 900
======= =======
</TABLE>
Net assets (liabilities) of discontinued operations consisted of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------
MAR 30, DEC 29,
1997 1996
------- -------
<S> <C> <C>
Accounts receivable, primarily unbilled $ 2,196 $ 2,050
Operating current liabilities (7,185) (7,040)
------- -------
$(4,989) $(4,990)
======= =======
</TABLE>
(4) Accounts Receivable
- ------------------------
Accounts receivable as of March 30, 1997 and December 29, 1996 included unbilled
receivables of $40 million and $44 million, respectively, which were due
primarily from U.S. government agencies. Accounts receivable were net of
reserves for doubtful accounts of $4.6 million and $4.2 million as of March 30,
1997 and December 29, 1996, respectively.
(5) Inventories
- ----------------
Inventories consisted of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------
MAR 30, DEC 29,
1997 1996
-------- --------
<S> <C> <C>
Finished goods $ 31,202 $ 31,436
Work in process 30,459 28,536
Raw materials 59,823 59,586
-------- --------
$121,484 $119,558
======== ========
</TABLE>
- 6 -
<PAGE>
EG&G INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
-----------
(6) Property, Plant and Equipment
- ----------------------------------
Property, plant and equipment, at cost, consisted of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------
MAR 30, DEC 29,
1997 1996
-------- --------
<S> <C> <C>
Land $ 12,716 $ 12,324
Buildings and leasehold improvements 120,443 123,575
Machinery and equipment 345,213 344,959
-------- --------
$478,372 $480,858
======== ========
</TABLE>
(7) Investments
- ----------------
Investments consisted of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------
MAR 30, DEC 29,
1997 1996
-------- --------
<S> <C> <C>
Marketable investments $12,739 $12,294
Other investments 673 558
Joint venture investments 5,224 4,363
-------- --------
18,636 17,215
Investments classified as other current assets (2,608) (376)
-------- --------
$16,028 $16,839
======== ========
</TABLE>
At March 30, 1997, marketable investments, all classified as available for sale,
had an aggregate market value of $12.7 million and gross unrealized holding
gains of $1.9 million. The net unrealized holding gain on marketable
investments, net of deferred taxes, reported as a separate component of
stockholders' equity, was $1.3 million at March 30, 1997.
(8) Intangible Assets
- ----------------------
The decrease in intangible assets resulted primarily from the effect of
translating goodwill denominated in non-U.S. currencies at current exchange
rates and from current year amortization.
(9) Accrued Expenses
- ---------------------
Accrued expenses consisted of the following:
<TABLE>
<CAPTION>
(In Thousands)
--------------
MAR 30, DEC 29,
1997 1996
-------- --------
<S> <C> <C>
Payroll and incentives $ 18,889 $ 29,732
Employee benefits 49,535 44,845
Federal, non-U.S. & state income taxes 24,861 24,186
Other accrued operating expenses 54,473 58,795
-------- --------
$147,758 $157,558
======== ========
</TABLE>
- 7 -
<PAGE>
Item 2. Management's Discussion and Analysis of Results
-----------------------------------------------
of Operations and Financial Condition
-------------------------------------
EG&G, INC. AND SUBSIDIARIES
Results of Operations
---------------------
The following industry segment information is presented as an aid to a better
understanding of the Company's operating results:
<TABLE>
<CAPTION>
(In Thousands)
--------------
Three Months Ended
------------------
MAR 30, MAR 31, Increase
1997 1996 (Decrease)
-------- -------- ----------
<S> <C> <C> <C>
Instruments
Sales $ 71,674 $ 73,581 $(1,907)
Operating Income 6,135 6,808 (673)
Mechanical Components
Sales $ 71,734 $ 68,541 $ 3,193
Operating Income 7,615 7,227 388
Optoelectronics
Sales $ 59,105 $ 65,879 $(6,774)
Operating Income 291 4,115 (3,824)
Technical Services
Sales $144,493 $138,790 $ 5,703
Operating Income 8,321 8,450 (129)
General Corporate Expenses $ (5,807) $ (6,675) $ 868
Continuing Operations
Sales $347,006 $346,791 $ 215
Operating Income 16,555 19,925 (3,370)
</TABLE>
The discussion that follows is a summary analysis of the major changes in
operating results by industry segment that occurred for the three months ended
March 30, 1997 compared to the three months ended March 31, 1996.
Overview
- --------
Sales from continuing operations in the first quarter of 1997 were approximately
the same as in the first quarter of 1996, reflecting growth in Technical
Services sales and a decrease in product sales. Operating income decreased 17%
mainly as a result of the decreases in the Optoelectronics segment. The first
quarter's income included a planned $1.6 million gain on the divestiture of a
non-core Instruments business, offset partially by planned integration costs of
$1.1 million incurred by the three product segments in connection with the
consolidation initiative announced in the third quarter of 1996. The Company has
divested and continues to consider divesting businesses not essential to its
future, which could result in material nonrecurring gains. The Company will
continue to incur integration costs as it moves forward with the consolidation
initiative.
- 8 -
<PAGE>
Instruments
- -----------
Sales decreased $1.9 million from last year. Sales increased as a result of
introduction of a new medical research instrument and higher sales of advanced
and conventional explosives-detection systems. These increases were offset by
lower sales resulting from changes in foreign exchange rates, the divestiture of
a non-core business in early 1997 and lower demand for nuclear, industrial and
research instruments mainly in Germany. The $0.7 million income decrease
resulted mainly from lower sales, price reductions due to competitive pressures
and royalty payments associated with a 1996 settlement agreement resulting from
patent litigation concerning the explosives-detection systems business. The 1997
results reflect the $1.6 million gain on the divestiture of a non-core business,
partially offset by $0.6 million of integration costs incurred as part of the
Company's consolidation initiative. During the quarter, the Company signed an
exclusive license agreement to manufacture a high throughput bulk-cargo security
scanning device, which management believes positions the Instruments segment for
quick entry into this growing market.
Mechanical Components
- ---------------------
The 5% sales growth was due to higher demand for aerospace products as a result
of the continuing resurgence of the aerospace market. The margin on these sales
was the main contributor to the income increase but was partially offset by
continuing cost overruns on two development programs.
Optoelectronics
- ---------------
The $6.8 million sales decrease was caused by a number of operational issues,
including product contamination and slow introduction of new products, lower
demand for power supply, medical and analytical products and shifts in demand to
new lower-cost accelerometers in the automotive market. Operating income
decreased $3.8 million as a result of the sales decreases and the continuing
significant operational problems at IC Sensors, which continues to operate at a
loss. This operation is failing to achieve the improvements specified in the
1996 corrective action plan due to its inability to generate new product orders,
improve manufacturing yields, implement cost reductions and attract and retain
critical personnel. Management is developing a revised corrective action plan
for this business and is assessing its future contribution to the overall
micromachined sensors strategy. As a matter of policy, management conducts an
evaluation of the recoverability of an operation's assets, including goodwill,
whenever an operation is performing substantially below expectations. Based on
the development and progress on the revised corrective action plan and the
results of the strategic assessment, this review will be performed for the
micromachined sensors business. The 1997 operating results of the
Optoelectronics segment include $2.1 million of planned development costs for
the amorphous silicon project and components for the next micromachined sensors
technology platform. This represents an increase of $0.6 million over the 1996
expenditures.
Technical Services
- ------------------
The 4% sales increase resulted from follow-on shipments under a contract for
communication systems development, cost increases under a government contract
and start-up of the light-truck testing facility. These increases were partially
offset by decreases due to the completion of a lubricant testing contract in
1996 and lower demand for sedan testing. The operating income reduction was
mainly the result of the completion of a lubricant testing contract, partially
offset by the income earned on the higher sales level.
General Corporate Expenses
- --------------------------
The $0.9 million decrease was primarily due to lower management incentive
accruals.
- 9 -
<PAGE>
Discontinued Operations
- -----------------------
The Mound contract, the Company's remaining management and operations contract
with the DOE, is scheduled to expire on June 30, 1997 and could be extended by
the DOE for up to an additional three months under existing terms and
conditions. Sales and income from the Mound contract are dependent upon the
negotiated work scope and fee pools.
Financial Condition
-------------------
The Company's cash and cash equivalents decreased $5.5 million in the first
quarter of 1997 while commercial paper borrowings increased $19 million, mainly
due to the level of capital expenditures. Net cash used in continuing operations
was $1.8 million in 1997 compared to $4.5 million used in 1996. In the first
quarter of 1997, receivables decreased due to lower product sales, and payables
declined due to the timing of payments. Capital expenditures were $14.1 million
in the first quarter of 1997, a decrease of $12.9 million from the same period
in 1996. Capital expenditures for 1997 are expected to be approximately $80
million. These expenditures support new product development initiatives
primarily in the Optoelectronics segment.
During the first quarter of 1997, the Company purchased 530,000 shares of its
common stock through periodic purchases on the open market at a cost of $11.6
million. As of March 30, 1997, the Company had authorization to purchases 3.6
million additional shares and, subject to operational cash flows, cash
utilization alternatives and market conditions, plans to maintain the 1996 level
of 1.6 million shares purchased annually.
The Company has two revolving credit agreements totaling $200 million. During
the first quarter of 1997, the 364-day facility was extended to March 1998, and
the five-year facility was extended to March 2002. The Company did not draw down
either of these credit facilities during the first quarter of 1997.
Forward-Looking Information
---------------------------
All statements contained herein that refer to a time after March 30, 1997,
including the words expect, believe and plan, or statements referring to goals,
the future or future actions, continuing actions, trends, strategies,
initiatives, challenges or opportunities or which otherwise are not purely
historical are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve risks and uncertainties. It
is important to note that actual results could differ materially from those in
the forward-looking statements.
Factors Affecting Future Performance
------------------------------------
Future performance of the Company's three product segments will be highly
dependent on the technological success, market acceptance and competitive
position of new program initiatives, including the amorphous silicon project and
the advanced micromachined sensors technology platform. Continued success in
improving operational efficiency will be required to offset increasing price
pressure in most of the Company's product offerings. Other factors affecting
future performance include the ability to operate with reducing backlogs due to
shorter customer order cycles, resolve pricing issues with selected customers
and attract and retain key personnel in a number of areas. The results of the
Optoelectronics segment are dependent on management's ability to restore IC
Sensors to profitability, requiring introduction of new products, improvement in
manufacturing yields and implementation of cost reductions.
In the Technical Services segment, future performance will continue to be
impacted by a highly competitive procurement environment, continuing changes in
federal budget priorities and rapidly changing customer requirements. The NASA
contract expires on October 31, 1997 and has three 2-year renewal options at the
discretion of the government. While it is possible that the Company's contract
could be absorbed by the single Space Flight Operations contract, management
believes that the contract will be renewed by NASA.
Movements in foreign exchange rates could affect operating results. Effective
tax rates in the future could be affected by changes in the geographical
distribution of income, utilization of net operating loss carry-forwards,
repatriation costs and resolution of outstanding tax audit issues.
- 10 -
<PAGE>
Exhibits
EG&G, INC. AND SUBSIDIARIES
Exhibit 27 - Financial data schedule
- 11-
<PAGE>
PART II. OTHER INFORMATION
EG&G, INC. AND SUBSIDIARIES
Item 4. Results of Votes of Security Holders
------------------------------------
(a) The Company's annual meeting of stockholders was held on April 22, 1997.
(b) Proxies for the meeting were solicited pursuant to Regulation 14A, and
there were no solicitations in opposition to management's nominees for
Directors. All such nominees were elected for terms of one year each, and
the number of Directors was fixed at ten.
(c) The stockholders voted 40,925,095 shares for and 1,232,268 shares against,
with 309,856 shares abstaining, on a proposal to approve the EG&G, Inc.
1992 Stock Option Plan, as amended.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits incorporated by reference from Part I herein
Exhibit 27 - Financial data schedule (submitted in electronic format only)
(b) Reports on Form 8-K
A report on Form 8-K/A was filed with the Commission on January 3, 1997
regarding a settlement agreement relating to litigation concerning dual
energy baggage security scanners.
A report on Form 8-K was filed with the Commission on January 14, 1997
regarding the resignation of Dr. Fred B. Parks as President and Chief
Operating Officer.
- 12-
<PAGE>
EG&G, INC. AND SUBSIDIARIES
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.
EG&G, Inc.
By /s/ John F. Alexander, II
-------------------------
John F. Alexander, II
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date May 13, 1997
------------
- 13 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000031791
<NAME> EG&G, Inc.
<MULTIPLIER> 1000
<CURRENCY> US$
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> MAR-30-1997
<EXCHANGE-RATE> 1
<CASH> 42,381
<SECURITIES> 0
<RECEIVABLES> 212,206
<ALLOWANCES> 4,605
<INVENTORY> 121,484
<CURRENT-ASSETS> 445,485
<PP&E> 478,372
<DEPRECIATION> 287,259
<TOTAL-ASSETS> 806,801
<CURRENT-LIABILITIES> 262,402
<BONDS> 115,176
0
0
<COMMON> 60,102
<OTHER-SE> 290,452
<TOTAL-LIABILITY-AND-EQUITY> 806,801
<SALES> 347,006
<TOTAL-REVENUES> 347,006
<CGS> 131,371
<TOTAL-COSTS> 259,639
<OTHER-EXPENSES> 70,812
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,870
<INCOME-PRETAX> 14,497
<INCOME-TAX> 4,929
<INCOME-CONTINUING> 9,568
<DISCONTINUED> 458
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,026
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
