FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-4957
NALCO CHEMICAL COMPANY
Incorporated in the State of Delaware
Employer Identification No. 36-1520480
One Nalco Center, Naperville, Illinois 60563-1198
Telephone 708-305-1000
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
The number of shares outstanding of each of the issuer's classes
of common stock, as of March 31, 1995 was 67,554,770 shares
common stock - par value $.1875 a share.
<PAGE>
NALCO CHEMICAL COMPANY
INDEX
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Condensed Consolidated Statements of
Financial Condition - March 31, 1995
(Unaudited) and December 31, 1994 . . . . 2
Condensed Consolidated Statements of
Earnings (Unaudited) - Three Months
Ended March 31, 1995 and 1994 . . . . . . 3
Condensed Consolidated Statements of
Cash Flows (Unaudited) - Three Months
Ended March 31, 1995 and 1994 . . . . . . 4
Notes to Condensed Consolidated Financial
Statements (Unaudited). . . . . . . . . . 5
Report of Independent Accountants on
Review of Interim Financial Information . 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . . 9
Part II. Other Information:
Item 4. Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . 12
Exhibit (11) - Statement Re: Computation
of Earnings Per Share . . . . . . . . 13
Exhibit (15) - Awareness Letter of Independent
Accountants . . . . . . . . . . . . . 15
Exhibit (27) - Financial Data Schedule . . . . . . . 16
Signatures . . . . . . . . . . . . . . . . . . . . . 17
<PAGE>
PART I. FINANCIAL I NFORMATION
NALCO CHEMICAL COMP ANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, December 31,
1995 1994
Dollars in millions (Unaudited) (Note)
ASSETS
Current assets
Cash and cash equivalents $ 44.2 $ 45.1
Accounts receivable, less allowances
of $6.2 and $5.6, respectively 209.2 205.9
Inventories
Finished products 54.8 51.4
Materials and work in process 29.5 32.4
84.3 83.8
Prepaid expenses, taxes and other
current assets 29.3 27.3
Total current assets 367.0 362.1
Investment in and advances
to partnership 122.2 109.4
Goodwill, less accumulated
amortization of $16.0 and
$15.1, respectively 111.8 114.4
Other assets 168.3 172.4
Property, plant and equipment 1,095.8 1,067.1
Less allowances for depreciation (565.2) (543.2)
530.6 523.9
$1,299.9 $1,282.2
LIABILITIES/SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt $ 32.5 $ 21.6
Accounts payable 108.3 109.1
Accrued formation and
consolidation expenses 35.2 43.2
Other current liabilities 109.9 100.4
Total current liabilities 285.9 274.3
Long-term debt 244.5 245.3
Deferred income taxes 55.0 56.8
Accrued postretirement benefits 96.5 95.2
Other liabilities 65.5 66.4
Shareholders' equity 552.5 544.2
$1,299.9 $1,282.2
Note: The Statement of Financial Condition at December 31, 1994
has been derived from the audited financial statements at that
date.
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Three Months Ended
(Amounts in millions, March 31
except per share data) 1995 1994
Net sales $315.4 $336.2
Operating costs and expenses
Cost of products sold 142.2 150.4
Operating expenses 116.5 126.7
258.7 277.1
Operating earnings 56.7 59.1
Other income (expense)
Interest and other income 1.3 2.7
Interest expense (4.1) (6.8)
Equity in earnings of partnership 5.6 -
Earnings before income taxes 59.5 55.0
Income taxes 21.7 21.2
Net earnings $ 37.8 $ 33.8
Per common share
Net earnings - Primary $ .51 $ .45
Net earnings - Fully diluted $ .48 $ .42
Cash dividends $ .24 $ .225
Average primary shares outstanding
(in thousands) 68,298 69,533
Average fully diluted shares
outstanding (in thousands) 76,374 77,686
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
<PAGE>
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31
Dollars in millions 1995 1994
Cash provided by (used for)
operating activities
Net earnings $ 37.8 $ 33.8
Adjustments not affecting cash
Depreciation and amortization 21.6 23.7
Other, net (13.1) (3.1)
Changes in current assets and
liabilities 6.4 11.9
Net cash provided by operations 52.7 66.3
Investing activities
Additions to property,
plant and equipment (27.1) (34.7)
Other (7.9) 3.2
Net cash used for
investing activities (35.0) (31.5)
Financing activities
Cash dividends (19.2) (18.3)
Changes in short-term debt 12.2 8.5
Changes in long-term debt (0.1) (1.5)
Common stock reacquired (18.8) (10.9)
Other 5.5 3.6
Net cash used for
financing activities (20.4) (18.6)
Effects of foreign exchange
rate changes 1.8 1.2
Increase (decrease) in cash and
cash equivalents $ (0.9) $ 17.4
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
<PAGE>
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 1995
NOTE A -- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have
been prepared, without audit, in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity
with generally accepted accounting principles. Financial
information as of December 31 has been derived from the audited
financial statements of the Company, but does not include all
disclosures required by generally accepted accounting principles.
It is the opinion of management that the unaudited condensed
consolidated financial statements include all adjustments
necessary to fairly state the results of operations for the three
month periods ended March 31, 1995 and 1994. The results of
interim periods are not necessarily indicative of results to be
expected for the year. For further information, refer to the
consolidated financial statements and footnotes thereto included
in the Company's annual report on Form 10-K for the year ended
December 31, 1994.
The unaudited condensed consolidated financial statements and the
related notes have been reviewed by Nalco's independent
accountants, Price Waterhouse LLP. The Independent Accountants'
Review Report is included on page 8.
<PAGE>
NOTE B -- SHAREHOLDERS' EQUITY
Shareholders' equity may be further detailed as follows:
March 31, December 31,
Dollars in millions, 1995 1994
except per share figures
Preferred stock -
par value $1.00 per share;
authorized 2,000,000 shares;
Series B ESOP Convertible
Preferred Stock - 403,290 shares
at March 31, 1995 and 404,224
shares at December 31, 1994 $ 0.4 $ 0.4
Series A Junior Participating
Preferred Stock - none issued - -
Capital in excess of par value
of shares 193.6 194.0
Unearned ESOP compensation (166.5) (168.7)
27.5 25.7
Common stock -
par value $.1875 per share;
authorized 200,000,000 shares;
issued 80,287,568 shares 15.1 15.1
Capital in excess of par value
of shares 25.4 25.5
Retained earnings 859.2 840.6
Minimum pension liability adjustment (5.7) (5.7)
Foreign currency translation
adjustments (36.6) (39.3)
Common stock reacquired - at cost
12,732,798 shares at
March 31, 1995 and 12,387,441
shares at December 31, 1994 (332.4) (317.7)
Total shareholders' equity $ 552.5 $ 544.2
NOTE C -- FORMATION AND CONSOLIDATION EXPENSES
The Company adopted a worldwide consolidation plan for
manufacturing and support operations during 1994, primarily as a
result of the formation of the Nalco/Exxon Energy Chemicals, L.P.
joint venture partnership. The production volume reduction caused
by redundancies associated with the joint venture formation
required the Company to downsize, close, and consolidate
operations. The Company s South Chicago plant will be closed, and
several European manufacturing and support operations will also
be closed or downsized. In addition, certain support functions
will be regionalized on a pan-European basis in order to more
efficiently serve customers. Certain redundant assets that were
not contributed to the joint venture will be scrapped and written
down to net realizable value, and assets associated with other
programs will be written off. All of these activities are in
process, and should be largely completed by the end of 1995.
As a result of these plans, the Company recorded a pretax
provision of $68 million in 1994 ($54 million after tax, or 70
cents per share on a fully diluted basis). Included in this
provision is the cost of termination benefits for the elimination
of over 400 positions, primarily in the United States and Europe,
including manufacturing and support personnel, which will require
approximately $27 million in cash. Costs associated with facility
closings and the disposition of assets that are no longer
productive total approximately $24 million, including $21 million
for non-cash asset write-offs and $3 million in cash payments
associated with asset disposals. The remaining $17 million of the
pretax costs represents anticipated cash payments for post-
closure plant environmental remediation, legal and consulting
fees, and other exit costs. The Company anticipates that cash
expenditures will be funded through operating cash flows. A tax
benefit of $14 million, net of tax costs associated with the
contribution of assets to various joint venture entities, was
included in the Company's 1994 income tax provision related to
the formation and consolidation expenses.
As of March 31, 1995, $33 million had been charged against the
provision for formation and consolidation expenses and over 300
employees had been terminated. The following table sets forth the
details of activity for 1994 and the first quarter 1995:
<TABLE>
<CAPTION>
Nalco/ Environ-
Termi- Asset Exxon Legal & mental
nation Write- Forma- Consult- Remedi-
(in millions) Benefits downs tion ing ation Total
<S> <C> <C> <C> <C> <C> <C>
1994 accrual $27.0 $23.7 $ 2.0 $ 6.3 $ 9.2 $68.2
Cash payments (9.4) - (2.0) (3.0) - (14.4)
Noncash charges - (10.6) - - - (10.6)
Balance at
December 31,1994 17.6 13.1 - 3.3 9.2 43.2
Cash payments (4.9) (0.5) - (1.4) (0.2) (7.0)
Noncash charges - (1.0) - - - (1.0)
Balance at
March 31, 1995 $12.7 $11.6 $ - $ 1.9 $ 9.0 $35.2
</TABLE>
REPORT OF INDEPENDENT ACCOUNTANTS ON REVIEW
OF INTERIM FINANCIAL INFORMATION
To the Board of Directors and
Shareholders of Nalco Chemical Company
We have reviewed the accompanying interim financial information
of Nalco Chemical Company and consolidated subsidiaries as of
March 31, 1995, and for the three month period then ended. This
interim financial information is the responsibility of the
Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
information for it to be in conformity with generally accepted
accounting principles.
We previously audited in accordance with generally accepted
auditing standards, the statement of consolidated financial
condition as of December 31, 1994, and the related statements of
consolidated earnings, of cash flows and of common shareholders
equity for the year then ended (not presented herein), and in our
report dated February 1, 1995 we expressed an unqualified opinion
on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated
statement of financial condition as of December 31, 1994, is
fairly stated in all material respects in relation to the
statement of consolidated financial condition from which it has
been derived.
Price Waterhouse LLP
By: Robert R. Ross
Engagement Partner
April 20, 1995
Chicago, Illinois
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
First Quarter 1995 Operations Compared to First Quarter 1994
Effective September 1, 1994, Nalco and Exxon Chemical Company
(Exxon), a division of Exxon Corporation, formed Nalco/Exxon
Energy Chemicals, L.P. (Nalco/Exxon), a joint venture partnership
to provide specialty chemical products and services to the
petroleum and chemicals industries worldwide. Nalco s investment
in the joint venture is accounted for by the equity method.
At the time of formation of Nalco/Exxon, Nalco transferred the
business and sales volume of its U.S. Petroleum Chemicals
Division and certain petroleum chemical product lines of its
international operations to the joint venture. While this
formation did not change Nalco s net assets or results of
operations, several historical captions in the consolidated
financial statements were affected. Because results for the first
quarter 1994 have not been reclassified to exclude petroleum
chemical operations, the following unaudited statement of
consolidated earnings for the quarter ended March 31, 1994 is
presented. It reflects results of operations on a comparable
basis with 1995; that is, Nalco petroleum chemical operations are
excluded and recognized as if they were accounted for by the
equity method.
Three Months Ended
(Amounts in millions) March 31
1995 1994
Net sales $315.4 $285.0
Operating costs and expenses
Cost of products sold 142.2 127.2
Operating expenses 116.5 106.3
258.7 233.5
Operating earnings 56.7 51.5
Other income (expense)
Interest and other income 1.3 2.7
Interest expense (4.1) (6.1)
Equity in earnings of partnership 5.6 5.2
Earnings before income taxes 59.5 53.3
Income taxes 21.7 19.5
Net earnings $ 37.8 $ 33.8
* Reclassified
The following discussion of results of operations compares the
first quarter 1995 to the reclassified first quarter 1994 results
presented above.
Sales for the quarter increased 11 percent over last year, with
all five divisions reporting improved results. Sales by the Water
and Waste Treatment Division rose 5 percent, with a double-digit
gain posted by the UNISOLV Group and a solid improvement
recorded by the WATERGY Group. More modest increases were
reported by the Basic Industry and Waste Treatment Chemicals
Groups. The Process Chemicals Division reported a 6 percent sales
improvement, with double-digit growth posted by the General
Industry, Mining and Mineral Processing, and Pulp and Paper
Chemicals Groups. These gains were partly offset by a double-
digit decline reported by the Absorbent Chemicals Group. Sales by
the European Division rose 16 percent, partially as a result of
the weaker dollar compared to a year ago. However, double-digit
gains in local currencies were turned in by subsidiaries in
Italy, Spain, and Saudi Arabia, as well as the Division s Pan
European Paper business. The Latin American Division posted a 25
percent sales improvement, with gains reported by all subsidiary
companies in the Division, most notably Brazil and Argentina.
Over half the increase for the Division was attributable to
Nalcomex (Mexico), a former affiliate, which became a wholly
owned subsidiary in the fourth quarter 1994. Sales by the Pacific
Division were up 25 percent, as double-digit gains were reported
by all but one of the subsidiary companies in the Division.
The gross margin was 54.9 percent, down 0.5 percentage points
from last year s rate of 55.4 percent. Gross margins in the
United States decreased from a year ago primarily as a result of
a lower gross margin for the Absorbent Chemicals Group. Gross
margins of International Divisions were slightly lower on a
combined basis. Margin improvements in Latin America were offset
by lower margins in the Pacific Division.
Operating expenses (selling, service, research, etc.) were up
$10.2 million or 10 percent over the first quarter of last year,
primarily to support growth in Latin America, the Pacific, and
the paper market. Part of the increase was attributable to higher
rates used to translate expenses of most international
subsidiaries, most notably those in Europe.
Interest and other income decreased $1.4 million from a year ago
primarily as a result of lower realized exchange and unrealized
translation gains reported by the Company s subsidiary in Brazil.
Interest expense was $2.0 million lower than a year ago, which
was also mainly attributable to the Company s Brazilian
subsidiary. These changes were due to a monetary control program
instituted by the Brazilian government in mid-1994.
Nalco s equity in earnings of Nalco/Exxon for the first quarter
1995 was $5.6 million, an 8 percent improvement over the $5.2
million for Nalco petroleum chemical operations a year earlier.
The effective tax rate was 36.5 percent for the first quarter
1995, compared to an effective tax rate of 36.6 percent for the
same period last year, based on the reclassified results
presented above.
Net earnings as a percent to sales was 12.0 percent for the first
quarter 1995, compared to 11.9 percent for the first quarter
1994, based on the reclassified results presented above. Fully
diluted earnings per share were 48 cents for the quarter, a 14
percent improvement over the 42 cents per share a year earlier.
Changes in Financial Condition
Cash and cash equivalents decreased $0.9 million during the
quarter as detailed in the Unaudited Condensed Consolidated
Statement of Cash Flows.
Days sales outstanding were 58 days at March 31, 1995, down
slightly from the 60 days at the end of 1994. Working capital at
March 31, 1995 totaled $81.1 million, down slightly from the
$87.8 million at last year end. The ratio of current assets to
current liabilities was 1.3 to 1 at March 31, 1995 and December
31, 1994.
Domestic projects accounted for more than two-thirds of the $27.1
million in capital investments during the first quarter. Major
expenditures were for additional PORTA-FEED units and
automobiles for the sales force.
Charges against the provision for formation and consolidation expenses totaled
$8 million in the first quarter 1995 (See Note C).
Primarily as a result of the formation of the Nalco/Exxon joint
venture, the Company adopted a worldwide consolidation plan for
manufacturing and support operations during 1994. The joint
venture was formed to take advantage of synergies in business
management, technology, product offerings, and manufacturing
operations. The production volume reduction caused by
redundancies associated with the joint venture formation required
the Company to downsize, close, and consolidate operations. The
Company s South Chicago plant will be closed, and several
European and Latin American manufacturing and support operations
will also be closed or downsized. In addition, certain support
functions will be regionalized on a pan-European basis in order
to more efficiently serve customers. Certain redundant assets
that were not contributed to the joint venture will be scrapped
and written down to net realizable value, and assets associated
with other programs will be written off. All of these activities
are in process and should be largely completed by the end of
1995. As a result of these plans, the Company recorded a pretax
provision for formation and consolidation expenses of $68 million
in 1994 ($54 million after tax, or 70 cents per share on a fully
diluted basis). Charges against the provision totaled $25 million
in 1994.
The Nalco/Exxon joint venture and the Company s consolidation
plan are expected to result in an annualized pretax earnings
improvement of at least $8 million, beginning in 1995. This is
expected to be realized through lower payroll expenses,
depreciation, and other operating expenses resulting from the
joint venture and the consolidation plan. The joint venture is
expected to contribute increased earnings compared to what was
previously generated by the Company s petroleum chemical
operations, as a result of synergies achieved.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Nalco Chemical Company was
held on April 20, 1995, for the purpose of electing one Class I
director for a two-year term and three Class II directors for
three-year terms; and approving the appointment of independent
accountants. Proxies for the meeting were solicited pursuant to
Section 14(a) of the Securities Exchange Act of 1934 and there
was no solicitation in opposition to management s solicitation.
All of management s nominees for directors as listed in the proxy
statement were elected. There were no broker non-votes.
The vote electing the individual directors was as follows:
Shares Shares
Director Voted For Withheld
Class I Director
J. L. Ballasteros 68,348,947 570,187
Class II Directors
H. Corless 68,339,132 580,002
H. M. Dean 68,400,452 518,682
E. J. Mooney 68,401,890 517,244
The appointment of Price Waterhouse LLP as independent
accountants for the Company was approved by the following vote:
Shares Shares
Voted Voted Shares
For Against Abstaining
68,525,653 202,201 191,280
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
(11) Statement Re: Computation of Earnings Per Share
(15) Awareness Letter of Independent Accountants
(27) Financial Data Schedule
(b) The Registrant did not file any reports on Form 8-K
during the three months ended March 31, 1995.
<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.
NALCO CHEMICAL COMPANY
(Registrant)
Date: May 9, 1995 /s/ W. E. BUCHHOLZ
W. E. Buchholz - Vice President,
Chief Financial Officer
Date: May 9, 1995 /s/ S. J. GIOIMO
S. J. Gioimo - Secretary
EXHIBIT (11)
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
Three Months Ended
(Amounts in thousands, March 31
except per share data) 1995 1994
Primary
Average shares outstanding 67,837 68,904
Net effect of dilutive
stock options and shares
contingently issuable - based
on the treasury stock method
using average market price 461 629
TOTALS 68,298 69,533
Net earnings $37,771 $33,805
Preferred stock dividends,
net of taxes (2,816) (2,764)
Net earnings to
common shareholders $34,955 $31,041
Per share amounts $ .51 $ .45
<PAGE>
EXHIBIT (11)
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
Three Months Ended
(Amounts in thousands, March 31
except per share data) 1995 1994
Fully diluted
Average shares outstanding 67,837 68,904
Average dilutive effect of
assumed conversion of ESOP
Convertible Preferred shares 8,076 8,153
Additional shares assuming
exercise of dilutive stock
options and shares contingently
issuable based on the treasury
stock method using the
quarter-end market price,
if higher than average
market price 461 629
TOTALS 76,374 77,686
Net earnings $37,771 $33,805
Additional ESOP contribution
resulting from assumed
conversion, net of taxes (1,206) (1,291)
Tax adjustment on assumed
common dividends (205) (179)
Net earnings to
common shareholders $36,360 $32,335
Per share amounts $ .48 $ .42
EXHIBIT (15)
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Nalco Chemical Company has included our
report dated April 20, 1995 (issued pursuant to the
provisions of Statement on Auditing Standards No. 71) in
the Prospectuses constituting part of its Registration
Statements on Form S-3 (Nos. 33-57363, 33-53111, 33-9934,
and 2-97721) and Form S-8 (Nos. 33-54377, 33-38033, 33-
38032, 33-29149, 2-97721, 2-97131 and 2-82642). We are also
aware of our responsibilities under the Securities Act of
1933.
Yours very truly,
Price Waterhouse LLP
By: Robert R. Ross
Engagement Partner
May 9, 1995
Chicago, Illinois
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 44,200,000
<SECURITIES> 0
<RECEIVABLES> 215,400,000
<ALLOWANCES> (6,200,000)
<INVENTORY> 84,300,000
<CURRENT-ASSETS> 367,000,000
<PP&E> 1,095,800,000
<DEPRECIATION> (565,200,000)
<TOTAL-ASSETS> 1,299,900,000
<CURRENT-LIABILITIES> 285,900,000
<BONDS> 244,500,000
<COMMON> 15,100,000
0
400,000
<OTHER-SE> 537,000,000
<TOTAL-LIABILITY-AND-EQUITY> 1,299,900,000
<SALES> 315,400,000
<TOTAL-REVENUES> 315,400,000
<CGS> 142,200,000
<TOTAL-COSTS> 142,200,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,100,000
<INCOME-PRETAX> 59,500,000
<INCOME-TAX> 21,700,000
<INCOME-CONTINUING> 37,800,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,800,000
<EPS-PRIMARY> .51
<EPS-DILUTED> .48
</TABLE>
