<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Twelve Weeks Ended March 25, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-3838
FEDERAL PAPER BOARD COMPANY, INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 22-0904830
(State or otherjurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
75 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (201) 391-1776
Indicate by check mark ("X") 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 twelve months and (2) has been subject to the filing
requirements for at least 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 the latest practicable date.
CLASS OUTSTANDING AT APRIL 22, 1995
Common stock, par value $5 share 42,741,079
<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Income 4
Condensed Consolidated Statement of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
PART II OTHER INFORMATION *
Item 4. Submissions of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
* Item numbers which are inapplicable or to which the answer is
negative have been omitted.
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<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
March 25, December 31,
In thousands 1995 1994
<S> <C> <C>
ASSETS
Cash $ 296 $ 293
Receivables - net 97,594 73,856
Inventories:
Raw materials 94,013 74,489
Work in process 18,417 18,365
Finished goods 99,812 90,316
Supplies 54,071 52,533
Subtotal 266,313 235,703
Lifo Reserve (9,897) (5,156)
Total inventories 256,416 230,547
Other current assets 47,498 52,545
Total Current Assets 401,804 357,241
Property, plant and equipment 2,814,317 2,794,716
Accumulated depreciation (914,465) (897,077)
Property, plant and equipment - net 1,899,852 1,897,639
Timber and timberlands 188,047 188,896
Other assets 162,764 165,873
Total Assets $2,652,467 $2,609,649
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of long-term debt $ 73,593 $ 74,544
Short-term bank debt 23,400 24,242
Accrued interest 32,835 19,443
Other current liabilities 225,275 219,526
Total Current Liabilities 355,103 337,755
Long-term debt 893,235 921,227
Other liabilities 79,660 78,832
Deferred tax liability 368,959 353,643
Capital stock 215,816 215,304
Other capital 253,990 250,183
Retained earnings 486,503 453,977
Treasury stock, at cost (799) (1,272)
Total Shareholders' Equity 955,510 918,192
Total Liabilities and Shareholders'
Equity $2,652,467 $2,609,649
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
For The Twelve Weeks Ended
March 25, March 26,
In thousands except per share amounts 1995 1994
<S> <C> <C>
Net sales $435,792 $319,454
Costs and expenses:
Cost of products sold 288,177 246,523
Depreciation, amortization and cost
of timber harvested 36,128 32,885
Selling and administrative expenses 20,636 14,999
Interest expense 21,616 19,842
Other - net (5,935) 10,644
Total costs and expenses 360,622 324,893
Income (loss) before taxes 75,170 (5,439)
Provision for income taxes 28,270 (2,139)
Net income (loss) 46,900 (3,300)
Preferred dividend requirements 1,446 1,525
Net income (loss) applicable to common shares $ 45,454 $ (4,825)
Average Common Shares Outstanding:
Assuming no dilution 42,596 42,174
Assuming full dilution 47,355 42,174
Earnings (Loss) Per Common Share:
Assuming no dilution $1.07 $(.11)
Assuming full dilution $ .99 $(.11)
Dividends Per Common Share $ .30 $ .25
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For the Twelve Weeks Ended
March 25, March 26,
In thousands 1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income (loss) $ 46,900 $ (3,300)
Adjustments to reconcile net income (loss)
to net cash provided by operations:
Depreciation, amortization and cost
of timber harvested 36,128 32,885
Deferred income tax provision 16,140 (3,205)
Other - net (6,286) 22,600
Net changes in current assets and liabilities (22,117) (6,196)
NET CASH PROVIDED BY OPERATIONS 70,765 42,784
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (26,876) (28,162)
Other - net (2,027) (12,746)
NET CASH USED FOR INVESTING ACTIVITIES (28,903) (40,908)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid (14,339) (12,189)
Increase in long-term debt 565 10,267
Payments on long-term debt (29,546) (2,313)
Other - net 1,461 2,355
NET CASH USED FOR FINANCING ACTIVITIES (41,859) (1,880)
INCREASE (DECREASE) IN CASH 3 (4)
Cash: Beginning of year 293 271
End of period $ 296 $ 267
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments,
of a normal and recurring nature, necessary to present fairly the
results for the interim periods presented.
2. Net income (loss) used in the computation of earnings (loss) per
common share assuming no dilution is reduced by preferred dividend
requirements. Earnings per common share assuming full dilution for
the first quarter of 1995 is based on the weighted number of common
shares outstanding during the quarter, including the dilutive effects
of stock options outstanding and the conversion of the Company's
preferred stocks. Earnings (loss) per common share assuming full
dilution for the first quarter of 1994 is based on the weighted number
of common shares outstanding during the quarter and does not assume
the conversion of the Company's preferred stocks or the conversion of
stock options outstanding as their effects are antidilutive.
3. The Company is a party to a variety of interest rate swap agreements
in order to manage the impact of fluctuating interest rates. At
March 25, 1995 and March 26, 1994, the Company had both hedged and
nonhedged interest rate swap agreements outstanding.
The nonhedged interest rate swap agreements outstanding had notional
principal amounts of $175 million and $390 million at March 25, 1995
and March 26, 1994, respectively. During the first quarter of 1995,
the Company amended the $175 million interest rate swap agreements to
eliminate the leveraged coupon rate which was based on various interest
rate spreads. The Company's market risk under these agreements is
primarily subject to the differential between the London Inter Bank
Offered Rate (LIBOR) and LIBOR in arrears during a six month period.
The Company does not believe a reasonably likely change in LIBOR,
during a six month period, would have a material impact on its
financial position or results of operations. The estimated fair value
of all nonhedged interest rate swap agreements was a loss of $8.8
million and $14.5 million at March 25, 1995 and March 26, 1994,
respectively.
The hedged interest rate swap agreements outstanding had notional
principal amounts of $160 million and $175 million at March 25, 1995
and March 26, 1994, respectively. During the first quarter of 1995,
the Company amended these agreements to limit its exposure to
fluctuations in LIBOR.
4. Other-net in the accompanying Condensed Consolidated Statement of
Income includes a net pre-tax gain of $5.5 million for the first
quarter of 1995 associated with the sale of assets partially offset
by a charge related to a restructuring program. Other-net for the
first quarter of 1994 includes a pre-tax charge of $10.6 million
associated with certain financial instrument transactions.
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<TABLE>
FEDERAL PAPER BOARD COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
For the Twelve Weeks Ended
March 25, March 26,
In thousands 1995 1994
<S> <C> <C>
NET SALES:
Paper, Paperboard and Pulp $332,894 $220,424
Wood Products 59,117 58,835
Converting Operations 69,517 67,491
Intersegment Eliminations (25,736) (27,296)
Total $435,792 $319,454
INCOME (LOSS) BEFORE TAXES:
Paper, Paperboard and Pulp $ 97,164 $ 10,606
Wood Products 9,050 20,105
Converting Operations (7,366) 1,236
Intersegment Eliminations (3,549) 13
General Corporate Items - Net 1,487 (17,557)
Interest Expense (21,616) (19,842)
Total $ 75,170 $ (5,439)
</TABLE>
RESULTS OF OPERATIONS :
Paper, Paperboard and Pulp
Net sales of paper, paperboard and pulp increased 51% compared to the first
quarter of the prior year. Market pulp sales were significantly higher compared
to the prior year due to the improvement in the selling price of pulp caused by
improving market conditions. Uncoated free-sheet paper sales increased 91%
compared to the prior year as increased volume was coupled with significantly
higher average selling prices. Bleached paperboard sales increased 33% compared
to the prior year primarily due to higher average selling prices and increased
demand while recycled paperboard sales increased 17% compared to the prior year
as a result of increased average selling prices.
Operating profits for this segment improved substantially compared to the first
quarter of the prior year. The increase in operating profits for this segment
is primarily attributable to improved selling prices for all products compared
to the first quarter of the prior year. Market pulp has experienced a
significant turnaround compared to the prior year, benefiting from the
implementation of numerous selling price increases since the fourth quarter of
1994 due to improving demand. Uncoated free-sheet paper selling prices have
also improved dramatically compared to the prior year due to the improving
economic conditions in the United Kingdom and Europe.
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<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Cont.)
The pulp market sustained substantial improvement in the first quarter of this
year, with this product line returning to profitability compared to the first
quarter of the prior year. Average selling prices have more than doubled
compared to the first quarter of last year, the result of numerous price
increases implemented during the past year. Production costs have increased
slightly in the current year due to increased wood costs partially offset by
decreases in other production costs.
The bleached paperboard market showed continued progress in the first quarter
of this year, with operating profits significantly improved compared to the
prior year. Average selling prices for this product increased 24% compared to
the first quarter of last year. Demand for this product has been strong, with
shipments increasing 7% compared to the first quarter of the prior year.
Production costs have increased in the current year due to increased wood
costs.
Operating profits for the Company's uncoated free-sheet paper operation
improved substantially from the comparable period of the prior year. Market
conditions improved during the first quarter of 1995, allowing price increases
to be implemented with further increases in selling prices expected throughout
the year. Demand has remained strong with increased shipments of this product
compared to the prior year. Production costs have increased in the current year
as a result of an increase in pulp costs slightly offset by reductions in other
operating costs reflecting improved operating efficiencies.
Operating profits for recycled paperboard decreased 45% compared to the same
quarter of the prior year. The profitability of recycled paperboard has been
adversely affected by sharply higher wastepaper costs in the current year,
particularly for old corrugated containers, the primary raw material of
recycled paperboard. Production of this product increased 4% and average
selling prices increased 20% compared to the first quarter of the prior year,
while shipments of this product decreased 2% compared to the prior year.
Wood Products
Net sales for this segment improved slightly compared to the same period of the
prior year due to an increase in net sales for the land management group
partially offset by lower lumber sales. The decline in net sales of lumber
reflects a decrease in average selling prices partially offset by an increase
in shipments. Operating profits for this segment decreased 55% in the first
quarter of 1995 compared to the same quarter of the prior year. Market
conditions for lumber have shown deterioration with average selling prices
decreasing approximately 13% compared to the first quarter of last year. Wood
costs have increased compared to the prior year primarily due to the shortage
of wood caused by unusually bad weather in the Southeast and the restriction on
cutting of timber in the Pacific Northwest.
-8-
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Cont.)
Converting Operations
The Company's Converting Operations recorded a slight increase in sales
compared to the prior year. Net sales for the packaging operations increased
18% in the first quarter of 1995, while net sales for the Company's cup
operations declined 3% compared to the prior year.
Operating profits for this segment were significantly lower compared to the
first quarter of the prior year. Operating profits were adversely affected in
the current year by an increase in raw material costs. As a result of the
increase in the cost of paperboard used in the manufacturing process, an
adjustment was recorded to properly reflect the value of inventory under the
Last-In, First-Out inventory method . The LIFO charge for the first quarter
of 1995 was $3.5 million compared to $0.1 million for the first quarter of the
prior year. Also during the first quarter of 1995, a charge of $4.0 million was
recorded associated with the restructuring of these operations.
Interest Expense
Interest expense for the first quarter of 1995 increased 9% compared to the
prior year. The higher level of interest expense in the current year compared
to the prior year is attributable to higher borrowing rates for the Company's
short-term bank debt and borrowings under the revolving credit agreement and a
decrease in the amount of interest capitalized. During the first quarter of
1995, capitalized interest decreased due to reduced capital spending on
projects qualifying for interest capitalization.
Other Items
The Company is a party to nonhedged interest rate swap agreements. During the
first quarter of 1994, the Company was also a party to nonhedged foreign
currency option contracts. At March 25, 1995, the Company was not a party to
any nonhedged foreign currency option contracts. In the first quarter of 1995
and 1994, pre-tax charges were recorded associated with nonhedged financial
instrument transactions of $.4 million and $10.6 million, respectively. Also
during the first quarter of 1995, the Company recorded a pre-tax gain of $9.5
million associated with the sale of assets. The effects of these transactions
are included in Other-net in the accompanying Condensed Consolidated Statement
of Income.
CAPITAL RESOURCES AND LIQUIDITY :
Cash provided by operations increased 65% compared to the same period of the
prior year. The increase was primarily attributable to the improved level of
earnings slightly offset by changes in accounts receivable and inventories in
the current year. The increase in receivable levels during the first quarter
of 1995 is due to the significant increase in sales compared to the prior year.
Increased production and raw material purchases have caused inventory levels to
rise approximately 11% compared to the fourth quarter of 1994. Due to improving
market conditions, the Company has been increasing production to meet improving
demand.
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<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Cont.)
Cash used for investing activities decreased approximately 29% compared to the
prior year. The decrease is primarily attributable to a decrease in net
payments made for nonhedged financial instrument transactions compared to the
prior year. Capital expenditures were $26.9 million in the first quarter of
1995 compared to $28.2 million in the first quarter of 1994. In the first
quarter of 1995, capital expenditures were predominantly related to Phase I of
the modernization program at the Riegelwood mill and a program to rebuild the
No. 2 paperboard machine at the Augusta mill. Capital expenditures for the full
year are expected to increase compared to last year due to the projected
spending for the two major programs listed above. In the first quarter of
1994, capital expenditures were predominantly related to a program to expand
and modernize the No. 18 paperboard machine at the Riegelwood mill.
The Company has entered into a variety of interest rate swap agreements to
manage the impact of fluctuating interest rates. During the first quarters
of both years presented, hedged and nonhedged interest rate swap agreements
were outstanding. The nonhedged agreements outstanding at March 25, 1995 and
March 26, 1994 had notional principal amounts of $175 million and $390 million,
respectively. During the first quarter of 1995, the Company amended the
nonhedged agreements to limit the exposure to fluctuations in the London Inter
Bank Offered Rate (LIBOR). As consideration for these amendments, the Company
paid $2.1 million and has recognized this transaction in Other-net in the
accompanying Condensed Consolidated Statement of Income. The cash payment is
included in investing activities in the accompanying Condensed Consolidated
Statement of Cash Flows.
The hedged agreements outstanding at March 25, 1995 and March 26, 1994 had
notional principal amounts of $160 million and $175 million, respectively. The
Company also amended these agreements during the first quarter of the current
year to eliminate the leveraged coupon rate which was based on various interest
rate spreads. These agreements are currently based on the differential
between LIBOR and LIBOR in arrears over a six month time period. As
consideration for these amendments, the Company recorded a receivable of $8.2
million, which was received in the second quarter of this year. These proceeds
were deferred and will be amortized over the life of the agreement. At March
25, 1995 and March 26, 1994, the Company had deferred net losses of $.3 million
and $1.7 million, respectively and deferred net gains of $15.5 million and
$11.9 million, respectively.
The Company is a party to a revolving credit agreement with a total commitment
of $250 million. At April 22, 1995, $51 million was outstanding under this
agreement. In addition, the Company has $75 million remaining under a
previously filed shelf registration statement which can be used for future
debt financings. The Company believes it has adequate resources to finance its
operations and future capital spending programs.
Future Outlook:
The outlook for the remainder of the year is for the continuation of favorable
market conditions. Demand for paper, paperboard and pulp is expected to
improve in the second quarter and throughout the year. Various capital
spending programs have produced operating efficiencies for most of our product
lines, from which the Company should benefit for the remainder of the year.
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<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on
April 18, 1995. The following seven proposals were submitted
to the shareholders for a vote:
(a) The election of directors. There were 29,650,355 votes
for the proposal, which was more than the majority of
the shares represented at the meeting, entitled to vote
and needed to elect directors and ratify the proposal
under North Carolina law.
(b) The approval of the amendment to the 1992 Key Employees
Stock Option Plan. There were 27,430,094 votes for the
proposal, 1,993,714 votes against and 160,164 votes
withheld. This was more than the majority of the
shares represented at the meeting, entitled to vote and
needed to approve and adopt the proposal under North
Carolina law.
(c) The approval of the amendment to the 1992 Stock Option
Plan for Non-Employee Directors. There were 26,011,285
votes for the proposal, 3,450,714 votes against and
159,990 votes withheld. This was more than the
majority of the shares represented at the meeting,
entitled to vote and needed to approve and adopt the
proposal under North Carolina law.
(d) The appointment of Deloitte & Touche LLP as independent
auditors. There were 29,445,592 votes for the proposal,
124,914 votes against and 71,721 votes withheld. This
was more than the majority of the shares represented at
the meeting, entitled to vote and needed to approve and
adopt the proposal under North Carolina law.
(e) A shareholder proposal to seek qualified women and
minority candidates for nomination to the Board of
Directors. There were 3,671,505 votes for the proposal,
22,199,559 votes against and 581,414 votes withheld.
This was more than the majority of the shares
represented at the meeting, entitled to vote and needed
to defeat the proposal under North Carolina law.
(f) A shareholder proposal relating to the creation of an
independent compensation committee for the Company.
There were 5,196,887 votes for the proposal, 20,748,595
votes against and 506,999 votes withheld. This was more
than the majority of the shares represented at the
meeting, entitled to vote and needed to defeat the
proposal under North Carolina law.
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<PAGE>
(g) A shareholder proposal regarding declassification of
the Company's Board of Directors. There were 11,474,146
votes for the proposal, 14,750,422 votes against and
225,690 votes withheld. This was more than the majority
of the shares represented at the meeting, entitled to
vote and needed to defeat the proposal under North
Carolina law.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
A list of the exhibits required to be filed as part of
this Report on Form 10-Q is set forth in the "Exhibit
Index", which immediately precedes such exhibits, and
is incorporated herein by reference.
(b) There were no reports on Form 8-K filed for the twelve
weeks ended March 25, 1995.
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.
FEDERAL PAPER BOARD COMPANY, INC.
(Registrant)
Date: May 4, 1995
/s/QUENTIN J. KENNEDY
Quentin J. Kennedy, Executive Vice
President, Secretary and Treasurer
Date: May 4, 1995
/s/ROGER L. SANDERS, II
Roger L. Sanders, II, Vice President
and Controller
(Principal Accounting Officer)
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<PAGE>
FEDERAL PAPER BOARD COMPANY, INC.
EXHIBIT INDEX
Exhibit No. Description Page No.
11 Computation of Earnings (Loss) per Common Share 14
27 Financial Data Schedule 15
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<TABLE>
FEDERAL PAPER BOARD COMPANY, INC. EXHIBIT 11
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
(Unaudited)
For the Twelve Weeks Ended
March 25, March 26,
In thousands except per share amounts 1995 1994
<S> <C> <C>
Assuming No Dilution:
Net Income (Loss) $46,900 $(3,300)
Dividends on Convertible Preferred Stock (1,446) (1,525)
Net Income (Loss) Applicable to Common Shares $45,454 $(4,825)
Actual Weighted Average Number of Common
Shares Outstanding 42,596 42,174
Earnings (Loss) Per Common Share Assuming No Dilution $1.07 $(.11)
Assuming Full Dilution:
Net Income (Loss) $ 46,900 $(3,300)
Dividends on Convertible Preferred Stock - (1,525)
Net Income (Loss) Applicable to Common Shares, Common
Equivalent Shares and Dilutive Securities $ 46,900 $(4,825)
Shares:
Adjusted Weighted Average Number of Common
Shares Outstanding 42,595 42,174
Dilutive Common Equivalent Shares Issuable
Under Stock Option Plans 575 (a)
Common Shares Issuable Assuming Conversion of
$1.20 Convertible Preferred Stock 262 (a)
Common Shares Issuable Assuming Conversion of
$2.875 Convertible Preferred Stock 3,923 (a)
Weighted Average Number of Common and Dilutive
Common Equivalent Shares and Dilutive Securities 47,355 42,174
Earnings (Loss) Per Common Share Assuming Full Dilution $.99 $(.11)
Primary Earnings (Loss) Per Share (b):
Weighted Average Number of Common Shares Outstanding 42,596 42,174
Dilutive Common Equivalent Shares Issuable Under
Stock Option Plans 555 (a)
Weighted Average Number of Common and Dilutive
Common Equivalent Shares 43,151 42,174
Primary Earnings (Loss) Per Common Share $1.05 $(.11)
<FN>
(a) Antidilutive Issue.
(b) The calculation of primary earnings per share is presented in accordance
with Securities Exchange Act of 1934 Release No. 9083 although not
required by footnote 3 paragraph 14 of APB Opinion No. 15 because it
results in dilution of less than 3%. Earnings (loss) applicable to
common shares are the same as in the calculation assuming no dilution.
</FN>
</TABLE>
-14-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-Q for the fiscal quarter ended March 25, 1995.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> MAR-25-1995
<CASH> 296
<SECURITIES> 0
<RECEIVABLES> 99,528
<ALLOWANCES> 0
<INVENTORY> 256,416
<CURRENT-ASSETS> 401,804
<PP&E> 2,814,317
<DEPRECIATION> 914,465
<TOTAL-ASSETS> 2,652,467
<CURRENT-LIABILITIES> 355,103
<BONDS> 893,235
<COMMON> 0
0
0
<OTHER-SE> 955,510
<TOTAL-LIABILITY-AND-EQUITY> 2,652,467
<SALES> 435,792
<TOTAL-REVENUES> 435,792
<CGS> 288,177
<TOTAL-COSTS> 344,941
<OTHER-EXPENSES> (5,935)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,616
<INCOME-PRETAX> 75,170
<INCOME-TAX> 28,270
<INCOME-CONTINUING> 46,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,900
<EPS-PRIMARY> 0
<EPS-DILUTED> .99
</TABLE>
