FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
(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 31, 1998
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 630-305-1000
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, 1998 was 66,191,974 shares common stock - par value
$.1875 a share.
<PAGE>
NALCO CHEMICAL COMPANY
INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Condensed Consolidated Statements of
Financial Condition - March 31, 1998
(Unaudited) and December 31, 1997.........................................2
Condensed Consolidated Statements of
Earnings and Comprehensive Income
(Unaudited) - Three Months Ended
March 31, 1998 and 1997...................................................3
Condensed Consolidated Statements of
Cash Flows (Unaudited) - Three Months
Ended March 31, 1998 and 1997.............................................4
Notes to Condensed Consolidated Financial
Statements (Unaudited)....................................................5
Report of Independent Accountants on
Review of Interim Financial Information...................................7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations.............................................................8
Part II. Other Information:
Item 4. Submission of Matters to a
Vote of Security Holders.....................................................10
Item 6. Exhibits and Reports on Form 8-K...............................................10
Exhibit (11) - Statement Re: Computation
of Earnings Per Share................................................11
Exhibit (15) - Awareness Letter of Independent
Accountants..........................................................13
Exhibit (27) - Financial Data Schedule.......................................................14
Signatures ...............................................................................15
</TABLE>
<PAGE>
- 4 -
PART I. FINANCIAL INFORMATION
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
1998 1997
(Dollars in millions) (Unaudited) (Note)
ASSETS
Current assets
Cash and cash equivalents $ 57.4 $ 49.7
Accounts receivable, less allowances
of $3.4 and $4.2, respectively 247.7 241.6
Inventories
Finished products 77.1 68.2
Materials and work in process 27.4 26.3
-------- --------
104.5 94.5
Prepaid expenses, taxes and other
current assets 22.8 23.2
-------- --------
Total current assets 432.4 409.0
Investment in and advances
to partnership 129.9 122.9
Goodwill, less accumulated amortization
of $32.0 and $29.5, respectively 286.2 249.4
Other assets 157.9 167.1
Property, plant and equipment 1,164.8 1,135.2
Less allowances for depreciation (665.9) (642.7)
-------- --------
498.9 492.5
-------- --------
$1,505.3 $1,440.9
======== ========
LIABILITIES/SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt $ 25.2 $ 22.1
Accounts payable 112.9 108.1
Other current liabilities 131.2 125.4
-------- --------
Total current liabilities 269.3 255.6
Long-term debt 364.8 335.3
Deferred income taxes 34.7 37.2
Accrued postretirement benefits 101.5 100.7
Other liabilities 57.9 59.4
Shareholders' equity 677.1 652.7
-------- --------
$1,505.3 $1,440.9
======== ========
</TABLE>
Note: The Statement of Financial Condition at December 31, 1997 has been
derived from the audited financial statements at that date.
See accompanying Notes to Condensed Consolidated Financial Statements
(Unaudited).
<PAGE>
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
(Dollars in millions, March 31,
except per share data) 1998 1997
Net sales $367.1 $334.6
Operating costs and expenses
Cost of products sold 164.9 144.8
Operating expenses 145.9 136.4
------ ------
310.8 281.2
------ ------
Operating earnings 56.3 53.4
Other income (expense)
Interest and other income 1.0 0.8
Interest expense(4.9) (3.6)
Equity in earnings of partnership 7.3 5.8
------ ------
Earnings before income taxes 59.7 56.4
Income taxes 21.7 20.6
------ ------
Net earnings 38.0 35.8
Other comprehensive income
Foreign currency translation
adjustments (6.9) (9.1)
------ ------
Comprehensive income $ 31.1 $ 26.7
====== ======
Per common share:
Net earnings - basic $ 0.53 $ 0.49
====== ======
Net earnings - diluted $ 0.49 $ 0.46
====== ======
Cash dividends $ 0.25 $ 0.25
====== ======
Average basic shares outstanding
(in thousands) 66,116 66,880
Average diluted shares outstanding
(in thousands) 74,570 75,364
</TABLE>
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
<PAGE>
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
March 31,
(Dollars in millions) 1998 1997
-------- ------
Cash provided by (used for)
operating activities
Net earnings $ 38.0 $ 35.8
Adjustments not affecting cash
Depreciation and amortization 25.6 23.8
Other, net (9.0) (2.4)
Changes in current assets and
liabilities (10.2) (22.9)
------- ------
Net cash provided by operations 44.4 34.3
------ ------
Investing activities
Additions to property,
plant and equipment (25.8) (16.4)
Business purchases (23.4) (32.2)
Other (3.7) 5.8
------ ------
Net cash (used for)
investing activities (52.9) (42.8)
------ ------
Financing activities
Cash dividends (19.4) (19.6)
Changes in short-term debt 2.3 46.8
Changes in long-term debt 32.5 (1.3)
Common stock reacquired (6.3) (18.0)
Other 8.2 4.1
------ ------
Net cash provided by
financing activities 17.3 12.0
------ ------
Effects of foreign exchange
rate changes (1.1) (1.3)
------ ------
Increase in cash and
cash equivalents $ 7.7 $ 2.2
====== ======
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
(Unaudited).
<PAGE>
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 1998
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, 1998 and 1997.
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, 1997.
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 7.
NOTE B -- EARNINGS PER SHARE
Tables which detail the computations of basic and diluted earnings per share for
the three months ended March 31, 1998 and 1997 are included in Exhibit (11) on
pages 11 and 12.
<PAGE>
NOTE C -- SHAREHOLDERS' EQUITY
Shareholders' equity may be further detailed as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
(Dollars in millions, 1998 1997
------------ --------
except per share figures)
Preferred stock par value $1.00 per share; authorized 2,000,000 shares; Series B
ESOP Convertible
Preferred Stock - 382,884 shares
at March 31, 1998 and 383,774
shares at December 31, 1997 $ 0.4 $ 0.4
Series C Junior Participating
Preferred Stock - none issued - -
Capital in excess of par value
of shares 183.8 184.1
Unearned ESOP compensation (140.5) (151.1)
-------- -------
43.7 33.4
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 43.7 40.8
Common stock reacquired - at cost
14,095,594 shares at
March 31, 1998 and 14,251,003
shares at December 31, 1997 (420.9) (420.4)
Retained earnings 1,091.3 1,072.7
Accumulated other comprehensive income (95.8) (88.9)
-------- -------
Total shareholders' equity $ 677.1 $ 652.7
======== =======
</TABLE>
NOTE D--ACQUISITIONS
During the first quarter 1998, the Company acquired three businesses that
operate in Nalco's core markets of water treatment and process chemicals. Each
of the acquisitions was accounted for as a purchase and, accordingly, the
operating results of each business were included in the consolidated results of
the Company from its respective acquisition date. The combined purchase price of
these businesses was approximately $23 million. The Company is in the process of
evaluating the assets that were purchased and the liabilities that were assumed
and, accordingly, will make any necessary adjustments to the recorded value of
the acquired assets and liabilities.
Effective January 1998, the Company merged its South African affiliate company
with the water treatment interests of Chemical Services Limited, South Africa's
largest specialty chemicals company. The merged entity, Nalco-Chemserve, is
South Africa's largest water treatment company. In connection with the merger,
Nalco obtained a controlling interest in Nalco-Chemserve and, accordingly, has
consolidated the results of Nalco-Chemserve from January 1, 1998.
The pro forma impact as if these acquisitions had occurred at the beginning of
1998 is not significant.
In April 1998, the Company acquired three additional businesses that also
operate in the Company's core markets of water treatment and process chemicals
for a combined purchase price of approximately $90 million.
<PAGE>
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, 1998, 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, 1997, 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 2, 1998, 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, 1997, 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 16, 1998
Chicago, Illinois
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
First Quarter 1998 Operations Compared to First Quarter 1997
Sales increased 10 percent over last year with five of the six divisions
reporting higher results. Changes in volume, mix and price increased sales 6
percent over year-ago results. Acquisitions and the consolidation of
Nalco-Chemserve resulted in an additional 6 percent sales gain. Effective July
1, 1997, the Company adopted the policy of reporting freight revenues as a
component of sales rather than reclassifying this revenue against freight costs
that are included as a component of cost of products sold. This resulted in
recognizing additional revenues of approximately $14 million for the first
quarter 1998. Adverse foreign currency translation effects resulting from the
stronger U.S. dollar compared to virtually all European, Latin American and
Asian currencies reduced first quarter 1998 sales by $21 million or 6 percent.
Sales for the first quarter 1998 and 1997 by major operating unit were as
follows:
First Quarter Increase
(Dollars in millions) 1998 1997 (Decrease)
-------- -------- ----------
Industrial $112.8 $ 96.5 17%
Specialty 78.0 68.2 14%
Pulp & Paper 82.3 78.9 4%
Process 48.1 44.6 8%
Latin America 21.7 19.1 14%
Pacific 24.2 27.3 (11%)
------- -------
Total $367.1 $334.6 10%
======= =======
The Industrial Division reported a sales gain of 17 percent. Sales by
Nalco-Chemserve, which was formed at the beginning of 1998 by merging Nalco's
affiliate in South Africa with the water treatment interests of Chemical
Services Limited, and other acquisitions had a 10 percent positive effect on
Industrial Division sales. Freight revenue increased sales 6 percent, while the
translation effect of the stronger U.S. dollar reduced sales 3 percent.
Acquisitions and freight revenues accounted for slightly more than three-fourths
of the Specialty Division's 14 percent increase in sales, while translation rate
changes had a 2 percent negative impact on Specialty Division sales. Revenue
growth in both the Industrial and Specialty Divisions was also adversely
affected by this year's unusually warm winter. The Pulp and Paper Division
posted a 4 percent sales improvement. The increase in sales attributable to
freight revenues was largely offset by the translation effect of the stronger
U.S. dollar. Acquisitions and freight revenues increased Process Division sales
14 percent over a year ago, while the translation effect of the stronger U.S.
dollar reduced sales 5 percent. Process Division sales were slowed by the
current low prices for metals, leading to reduced industry output, and by
continued slowness in the coal industry in the eastern United States. The Latin
America Division reported a 14 percent improvement despite the translation
effect of the stronger U.S. dollar which reduced sales 8 percent. Double-digit
gains in local currencies were posted by most operations in the Division.
Despite a strong increase in local currency sales by nearly all operations in
the Pacific Division, reported sales decreased by 11 percent from last year due
to the translation effect of the severe decline in the values of most Asian
currencies against the U.S. dollar. The effect of freight revenues and
acquisitions on Latin America and Pacific Division sales was negligible.
The gross margin was 55.1 percent for the first quarter 1998. The first quarter
1998 gross margin reflects the classification of $14 million of freight revenue
as a component of sales rather than as an offset to cost of products sold. On a
comparable basis with 1997, the gross margin would have been 57.3 percent
compared to 56.7 percent for the first quarter 1997. This improvement was mainly
attributable to greater manufacturing and purchasing efficiencies.
Operating expenses (selling, administrative and research) were up $9.5 million
over the first quarter of last year. Expenses attributable to newly acquired
companies and investment in new field engineers in select markets account for
most of the increase.
Interest expense increased $1.3 million over the first quarter of last year
which reflects higher borrowings to finance acquisitions and stock repurchases.
Nalco's equity in Nalco/Exxon for the first quarter 1998 was $7.3 million, up
$1.5 million over the first quarter 1997. Improved market conditions,
particularly in international oil field chemicals, contributed to this increase.
The effective income tax rate for the first quarter 1998 was 36.3 percent
compared to the 36.5 percent that was reported for the first quarter 1997.
Net earnings as a percent to sales was 10.4 percent for the first quarter 1998,
as compared to last year's return on sales of 10.7 percent. On a comparable
basis, without freight revenue classified as sales, net earnings would have been
10.8 percent of sales for the first quarter 1998. Net earnings per share on a
diluted basis was 49 cents for the first quarter 1998 compared to 46 cents for
the first quarter 1997.
Changes in Financial Condition
Cash and cash equivalents increased by $7.7 million during the first three
months as detailed in the Unaudited Condensed Consolidated Statement of Cash
Flows.
Days sales outstanding were 59 days at March 31, 1998, down slightly from the 61
days outstanding at December 31, 1997. Working capital at March 31, 1998 totaled
$163.1 million, a $9.7 million increase over the $153.4 million at December 31,
1997. The ratio of current assets to current liabilities was 1.6 to 1 at March
31, 1998.
The $36.8 million increase in goodwill is mainly attributable to acquisitions
and the consolidation of Nalco-Chemserve. Acquisitions were financed primarily
by the issuance of commercial paper, which is classified as long-term debt and
accounts for most of the increase in long-term debt.
Capital investments totaled $25.8 million for the first quarter of 1998. Major
expenditures included additional investments to install the Company's new global
management information systems, manufacturing process improvements, additional
PORTA-FEED(R) units and vehicles for the sales force.
On May 12, 1998, the Company issued $150 million of 6.25% unsecured notes under
a shelf registration statement filed with the Securities and Exchange Commission
in April 1998. The notes are due May 15, 2008. Proceeds from the issuance will
be used to reduce outstanding commercial paper borrowings. Notes up to $250
million remain available under the shelf registration statement.
<PAGE>
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
16, 1998, for the purpose of electing four Class II Directors and one Class III
Director; approving the appointment of independent accountants; and a
shareholder proposal regarding endorsement of the CERES Principles. 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.
The vote electing the individual directors was as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class II Director Shares Voted "For" Shares Withheld
----------------- ------------------ ---------------
H. Corless 65,961,738 907,661
H. M. Dean 65,974,465 894,934
E. J. Mooney 65,976,734 892,665
S. A. Penrose 65,951,795 917,604
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class III Director Shares Voted "For" Shares Withheld
B. S. Kelly 65,709,089 1,160,310
</TABLE>
The appointment of Price Waterhouse LLP as independent accountants for the
Company was approved:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares Voted "For" Shares Voted "Against" Shares Abstaining
65,751,792 425,726 691,881
</TABLE>
The Shareholder Proposal regarding endorsement of the CERES Principles was not
approved:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares Voted "For" Shares Voted "Against" Shares Abstaining Broker Non-Votes
7,732,863 51,146,333 2,631,537 5,358,666
</TABLE>
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, 1998.
<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 15, 1998 W. E. BUCHHOLZ
---------------------------
W. E. Buchholz - Senior
Vice President,
Chief Financial Officer
Date: May 15, 1998 S. J. GIOIMO
-----------------------
S. J. Gioimo - Secretary
EXHIBIT (11)
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
(Amounts in thousands, March 31,
except per share data) 1998 1997
-------- -------
Basic
Average shares outstanding 66,116 66,880
======== ========
Net earnings $38,001 $35,831
Dividends on preferred stock,
net of taxes (2,904) (2,878)
------- -------
Net earnings to common shareholders $35,097 $32,953
======= =======
Per share amounts:
Net earnings to common shareholders $0.53 $0.49
======== ========
</TABLE>
<PAGE>
EXHIBIT (11)
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NALCO CHEMICAL COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
(Amounts in thousands, March 31,
except per share data) 1998 1997
----- -----
Diluted
Average shares outstanding
used in Basic earnings per share 66,116 66,880
Effect of dilutive securities:
Assumed conversion of
preferred stock 7,668 7,831
Stock options and contingently
issuable shares 786 653
------- -------
TOTALS 74,570 75,364
======= =======
Net earnings $38,001 $35,831
Additional ESOP expense resulting
from assumed conversion of
preferred stock, net of taxes (1,122) (1,123)
Income tax adjustment on assumed
common dividends (286) (261)
------- -------
Net earnings to common shareholders $36,593 $34,447
======= =======
Per share amounts:
Net earnings to common shareholders $0.49 $0.46
======= =======
</TABLE>
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 16, 1998 (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. 333-50469, 33-57363, 33-53111, 33-993 and 2-97721) and Form
S-8 (Nos. 333-06955, 333-06963, 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 15, 1998
Chicago, Illinois
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AT MARCH 31, 1998 AND
THE CONDENSED CONSOLIDATED STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED
MARCH 31, 1998 OF NALCO CHEMICAL COMPANY AND SUBSIDIARIES AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 57,400,000
<SECURITIES> 0
<RECEIVABLES> 251,100,000
<ALLOWANCES> (3,400,000)
<INVENTORY> 104,500,000
<CURRENT-ASSETS> 432,400,000
<PP&E> 1,164,800,000
<DEPRECIATION> (665,900,000)
<TOTAL-ASSETS> 1,505,300,000
<CURRENT-LIABILITIES> 269,300,000
<BONDS> 364,800,000
400,000
0
<COMMON> 15,100,000
<OTHER-SE> 661,600,000
<TOTAL-LIABILITY-AND-EQUITY> 1,505,300,000
<SALES> 367,100,000
<TOTAL-REVENUES> 367,100,000
<CGS> 164,900,000
<TOTAL-COSTS> 164,900,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,900,000
<INCOME-PRETAX> 59,700,000
<INCOME-TAX> 21,700,000
<INCOME-CONTINUING> 38,000,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,000,000
<EPS-PRIMARY> .53
<EPS-DILUTED> .49
</TABLE>
