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 September 30, 1997
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 1-3122
Ogden Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-5549268
- ------------------------------- ------------------------------
(State or other jurisdiction of I.R.S. Employer Identification
incorporation or organization) Number)
Two Pennsylvania Plaza, New York, New York 10121
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(Address or principal executive office) (Zip Code)
(212)-868-6100
----------------------------------------
(Registrant's telephone number including
area code)
Not Applicable
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(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 |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of September 30, 1997; 50,203,116 shares of Common Stock, $.50 par
value per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ --------------------
1997 1996 1997 1996
---------- ---------- -------- --------
(In Thousands of Dollars, Except per Share Data)
Service revenues $ 860,507 $1,073,418 $286,213 $314,338
Net sales 454,069 477,637 169,309 184,899
Construction revenues 3,344 1,404
Net gain on disposition of
businesses 26,969 13,013 7,055
---------- ---------- -------- --------
Total revenues 1,341,545 1,567,412 462,577 500,641
---------- ---------- -------- --------
Operating costs and expenses 644,340 859,297 203,397 232,574
Costs of goods sold 432,123 443,543 164,052 176,572
Construction costs 2,188 384
Selling, administrative and
general expenses 83,708 92,449 26,072 27,209
Debt service charges 79,348 83,339 26,441 27,769
---------- ---------- -------- --------
Total costs and expenses 1,239,519 1,480,816 419,962 464,508
---------- ---------- -------- --------
Consolidated operating income 102,026 86,596 42,615 36,133
Equity in net income of
investees and joint ventures 1,791 3,112 834 1,886
Interest income 16,852 10,707 6,218 3,635
Interest expense (23,325) (22,426) (8,160) (7,327)
Other income (deductions)-net (453) 238 (47) 13
---------- ---------- -------- --------
Income before income taxes
and minority interests 96,891 78,227 41,460 34,340
Less: income taxes 40,210 32,855 16,375 14,422
minority interests 1,290 (1,192) 480 (470)
---------- ---------- -------- --------
Net income $ 55,391 $ 46,564 $ 24,605 $ 20,388
========== ========== ======== ========
EARNINGS PER COMMON SHARE $ 1.11 $ .94 $ .49 $ .41
========== ========== ======== ========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
1997 1996
----------- -----------
(In Thousands of Dollars)
ASSETS
Current Assets:
Cash and cash equivalents $ 200,234 $ 140,824
Restricted funds held in trust 114,277 101,326
Receivables (less allowances: 1997,
$22,579 and 1996, $38,275) 404,291 503,424
Inventories 43,039 56,566
Deferred income taxes 31,434 31,434
Other 59,164 52,598
----------- -----------
Total current assets 852,439 886,172
Property, plant and equipment-net 1,867,612 1,851,304
Restricted funds held in trust 216,557 209,485
Unbilled service and other receivables
(less allowances: 1997, $4,000 and 1996, $6,000) 323,546 218,422
Unamortized contract acquisition costs 138,054 138,777
Goodwill and other intangible assets 75,077 81,555
Other assets 232,769 211,817
----------- -----------
TOTAL ASSETS $ 3,706,054 $ 3,597,532
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Current liabilities:
Current portion of long-term debt $ 23,292 $ 3,560
Current portion of project debt 69,921 60,966
Dividends payable 15,652 15,547
Accounts payable 116,514 104,978
Federal and foreign income taxes payable 7,648
Accrued expenses, etc 265,623 302,597
Deferred income 47,321 46,228
----------- -----------
Total current liabilities 538,323 541,524
Long-term debt 430,066 309,377
Project debt 1,462,351 1,500,690
Deferred income taxes 344,812 325,925
Other liabilities 215,821 212,538
Minority interests 4,823 7,903
Convertible subordinated debentures 148,650 148,650
----------- -----------
Total Liabilities 3,144,846 3,046,607
----------- -----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share;
authorized 4,000,000 shares; shares
outstanding: 45,622 in 1997 and 47,689
in 1996, net of treasury shares of
29,820 in 1997 and 1996, respectively 45 48
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares
outstanding: 50,203,116 in 1997 and
49,744,527 in 1996, net of treasury
shares of 3,222,623 and 3,606,123 in
1997 and 1996, respectively 25,102 24,872
Capital surplus 209,804 202,162
Earned surplus 338,708 330,302
Cumulative translation adjustment-net (11,264) (5,768)
Pension liability adjustment (565) (565)
Net unrealized loss on securities
available for sale (622) (126)
----------- -----------
Total Shareholders' Equity 561,208 550,925
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,706,054 $ 3,597,532
=========== ===========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30
-------------------------
1997 1996
---------- ---------
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 55,391 $ 46,564
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 79,825 88,219
Deferred income taxes 17,704 19,056
Other (18,776) (8,165)
Management of Operating Assets and Liabilities:
Decrease (increase) in Assets:
Receivables 100,385 58,768
Inventory 9,923 (30,314)
Other assets (1,733) (5,444)
Increase (Decrease) in Liabilities:
Accounts payable 14,862 3,401
Accrued expenses (54,417) 12,106
Other income (1,193) 2,523
Other liabilities (14,425) (24,902)
--------- ---------
Net cash provided by operating
activities 187,546 161,812
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Entities purchased, net of cash acquired (20,000) (16,818)
Proceeds from sale of marketable securities
available for sale 13,158
Proceeds from sale of businesses 57,680 90,946
Proceeds from sale of property, plant
and equipment 4,137 5,650
Investments in Energy facilities (21,550) (10,278)
Other capital expenditures (52,967) (31,979)
Decrease (increase) in other receivables (99,815) 11,378
Distributions from investees and joint ventures 43,975
Increase in investment in investees and joint
ventures (39,522) (11,150)
--------- ---------
Net cash provided by (used in) investing
activities (128,062) 50,907
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings for Energy facilities 112,911
Other new debt 140,564 6,353
Increase in funds held in trust (20,014) (18,502)
Payment of debt (77,528) (190,137)
Dividends paid (46,880) (46,452)
Proceeds from exercise of stock options 7,869 3,118
Other (4,085) (111)
--------- ---------
Net cash used in financing activities (74) (132,820)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 59,410 79,899
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 140,824 96,782
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 200,234 $ 176,681
========= =========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 1997 December 31, 1996
Shares Amounts Shares Amounts
----------------------- -----------------------
(In Thousands of Dollars, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Serial Cumulative Convertible Preferred
Stock, Par Value $1.00 Per Share;
Authorized 4,000,000 Shares:
Balance at beginning of period 77,509 $78 79,289 $80
Shares converted into common stock (2,869) (3) (1,780) (2)
----------------------- -----------------------
Total 74,640 75 77,509 78
Treasury shares (29,820) (30) (29,820) (30)
----------------------- -----------------------
Balance at end of period (aggregate
involuntary liquidation value - 1997
$903,123)aaaaa 44,820 45 47,689 48
----------------------- -----------------------
Common Stock, Par Value $.50 Per Share;
Authorized, 80,000,000 Shares:
Balance at beginning of period 53,350,650 26,675 53,202,904 26,602
Exercise of stock options, less common
stock utilized 57,960 29 137,134 68
Conversion of preferred shares 17,129 9 10,612 5
----------------------- -----------------------
Total 53,425,739 26,713 53,350,650 26,675
----------------------- -----------------------
Treasury shares at beginning of period 3,606,123 1,803 3,735,123 1,868
Exercise of stock options (383,500) (192) (129,000) (65)
----------------------- -----------------------
Treasury shares at end of period 3,222,623 1,611 3,606,123 1,803
----------------------- -----------------------
Balance at end of period 50,203,116 25,102 49,744,527 24,872
----------------------- -----------------------
Capital Surplus:
Balance at beginning of period 202,162 197,921
Exercise of stock options, less common
stock utilized 7,648 4,244
Conversion of preferred shares (6) (3)
--------- ----------
Balance at end of period 209,804 202,162
--------- ----------
Earned Surplus:
Balance at beginning of period 330,302 328,047
Net income 55,391 64,534
--------- ----------
Total 385,693 392,581
--------- ----------
Preferred dividends-per share 1997,
$2.5128, 1996, $3.35 115 161
Common dividends-per share 1997, $.9375
1996, $1.25 46,870 62,118
--------- ----------
Total dividends 46,985 62,279
--------- ----------
Balance at end of period 338,708 330,302
--------- ----------
Cumulative Translation Adjustment-Net (11,264) (5,768)
--------- ----------
Pension Liability Adjustment (565) (565)
--------- ----------
Net Unrealized Loss on Securities
Available For Sale (622) (126)
--------- ----------
CONSOLIDATED SHAREHOLDERS' EQUITY $ 561,208 $ 550,925
========= ==========
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1997
ITEM 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared 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. However, in the opinion of Management,
all adjustments consisting of normal recurring accruals necessary for a fair
presentation of the operating results have been included in the statements.
The accompanying financial statements for prior periods have been reclassified
as to certain amounts to conform with the 1997 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In the first quarter of 1997, Ogden elected to change the reporting of its
Business Segments as of January 1 and restated its 1996 presentation to conform
to this revised Segment reporting. Two of Ogden's core businesses formerly
reported as part of the Services segment - Entertainment and Aviation - have
been designated as separate business segments. All other operations formerly in
the Services segment, mainly the Facility Management and Technology groups were
transferred to the Other segment except the Facility Management operations at
Ogden's Waste-to-Energy plants and its Environmental business which have been
transferred to the Energy Segment. Non-core businesses scheduled for disposition
are included in an Other group.
<PAGE>
Revenues and income from operations (expressed in thousands of dollars) by
segment for the nine months and the three months ended September 30, 1997 and
1996 were as follows:
Operations:
<TABLE>
<CAPTION>
Information Concerning
Business Segments Nine Months Ended Three Months Ended
September 30, September 30,
1997 1996 1997 1996
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Entertainment $ 329,775 $ 306,340 $ 144,801 $ 131,376
Aviation 288,503 325,527 93,955 114,814
Energy 516,725 525,586 174,916 179,704
Other 206,542 409,959 48,905 74,747
----------- ----------- --------- ---------
Total Revenues $ 1,341,545 $ 1,567,412 $ 462,577 $ 500,641
=========== =========== ========= =========
Income (Loss) from Operations:
Entertainment $ 24,592 $ 19,257 $ 14,106 $ 10,068
Aviation 26,013 12,648 9,464 12,527
Energy 66,456 57,404 28,325 23,953
Other 584 15,678 (4,323) (4,697)
----------- ----------- --------- ---------
Total Income from Operations 117,645 104,987 47,572 41,851
Equity in net income (loss) of
investees and joint ventures:
Entertainment (1,285) (771) (390) 51
Aviation 2,301 639 782 318
Energy 642 729 442 743
Other 133 2,515 0 774
----------- ----------- --------- ---------
Total 119,436 108,099 48,406 43,737
Corporate unallocated
expenses-net (16,072) (18,153) (5,004) (5,705)
Corporate interest-net (6,473) (11,719) (1,942) (3,692)
----------- ----------- --------- ---------
Income Before Income Taxes and
Minority Interest $ 96,891 $ 78,227 $ 41,460 $ 34,340
=========== =========== ========= =========
</TABLE>
The Entertainment segment consists principally of interests in themed
attractions; live theater; concerts; gaming; large format theaters and films;
performing artist management; recorded music and video development; food,
beverage and novelty concession operations; and facility management at arenas,
stadiums, amphitheaters civic/convention centers and other recreational
facilities. These services are provided to a wide variety of public and private
facilities including stadiums, convention and exposition centers, arenas, parks,
amphitheaters, and fairgrounds located in the United States, Mexico, Canada,
Argentina, Germany, Australia, Spain and the United Kingdom. Entertainment also
operates a racetrack and five off-track betting parlors in Illinois.
The Aviation segment provides specialized support services to airlines at
locations throughout the United States, Canada,
<PAGE>
Europe, Latin America and the Pacific Rim. The specialized support services
provided by this group include comprehensive ground handling, ramp, passenger,
cargo and warehouse, aviation fueling and in-flight catering services. These
services are performed through joint ventures, consortiums, contracts with
individual airlines, consolidated agreements with several airlines, and
contracts with various airport authorities.
The operations of Ogden's Energy segment are conducted by Ogden Energy Group,
Inc. through four principal business groups: independent power, waste-to-energy,
water and waste water and environmental consulting and engineering (collectively
"Energy"). On September 30, 1997, Ogden Energy completed the acquisition of
Pacific Energy at a cost of $70,000,000 in cash and notes.
Operations:
Revenues for the first nine months of 1997 were $225,900,000 lower than the
comparable period of 1996. The Entertainment segment revenues increased
$23,400,000 chiefly associated with the acquisition of Florida Leisure in 1996,
new accounts and the start-up of operations in Germany and Aruba. The Aviation
segment revenues were $37,000,000 lower reflecting reduced activity in inflight
catering and ground services operations resulting from the sale of the Miami and
Spanish inflight catering businesses and certain ground services operations,
partially offset by the gains on the sale of such operations in the nine months
ended September 30, 1997. The Energy segment revenues were $8,900,000 lower
primarily due to reduced activity in the consulting and engineering groups,
partially offset by increased customer activity at several Waste-to-Energy
facilities and in the Independent Power group primarily reflecting commencement
of operations at the Edison Bataan facility and increased activity at one other
facility. Other segment revenues declined $203,400,000 reflecting revenues of
businesses sold during 1996, namely; Facility operations outside of New York
City; and the sale of W. J. Schafer Associates and Ogden Professional Services,
formerly the Technology group, which were sold in June 1996, and the Facility
operations in New York City sold in July 1997, which reductions in revenues were
partially offset by the gain on such sales as well as the gain on the sale of
the Corporation's 50% equity investment in the Universal Ogden joint venture.
Consolidated operating income for the nine months ended September 30, 1997 was
$15,400,000 higher than the comparable period of 1996. The Entertainment segment
income from operations was $5,300,000 higher than the comparable period of 1996
primarily reflecting increased activity in European and South America
operations, and several sports and amphitheater venues partially
<PAGE>
offset by development costs associated with the "American Wilderness
Experience"(TM) project. The Aviation segment income from operations increased
$13,400,000 chiefly associated with the sale of the Miami and Spanish inflight
catering operations and certain ground services operations in 1997 and a charge
in 1996 reflecting the decision to close a ground service location, which were
partially offset by reduced activity in European operations. The Energy segment
income from operations was $9,100,000 higher primarily reflecting increased
activities at several Waste-to-Energy facilities. This increase was partially
offset by lower income in the Independent Power group due to increased
development costs and lower activity in consulting and engineering in the
Environmental group. The Other segment income decreased $15,100,000 chiefly
associated with the businesses sold in 1996, the sale of Charlotte operations
and a provision for the disposition of certain remaining operations of Atlantic
Design, a contract manufacturing business, partially offset by the gain on sales
in 1997 of Facility operations in New York City and the Corporation's 50% equity
interest in the Universal Ogden joint venture.
Selling, general and administrative expenses for the nine months ended September
30, 1997 were $8,700,000 lower than the comparable period of 1996 chiefly
associated with the sale of non-core businesses and Ogden's continuing
restructuring activities. Debt service charges for the nine months ended
September 30, 1997 were $4,000,000 lower than the comparable period of 1996 due
primarily to lower debt outstanding on various facilities caused by maturities
and redemptions of bonds.
The Energy segment has three interest rate swap agreements entered into as
hedges against interest rate exposure on three series of adjustable rate project
debt that resulted in additional debt service costs of $328,000 and $572,000 for
the nine months ended September 30, 1997 and 1996, respectively.
Equity in net income of investees and joint ventures for the nine months ended
September 30, 1997 was $1,300,000 lower than the comparable period of 1996
chiefly associated with the sale of the 50% equity interest in the Universal
Ogden joint venture in the first quarter of 1997 partially offset by increased
earnings of Aviation's Macau joint venture.
Interest income for the nine months ended September 30, 1997 was $6,100,000
higher than the comparable period of 1996 chiefly associated with interest
earned on increased loans to customers and joint ventures, on notes receivable
received in connection with the sales of various operations as well as higher
cash and cash equivalents.
<PAGE>
Interest expense for the nine months ended September 30, 1997 was $900,000
higher than the comparable period of 1996 primarily due to borrowings relating
to loans to customers partially offset by lower borrowings on revolving credit
lines. Ogden has two interest rate swap agreements covering notional amounts of
$100,000,000 and $5,100,000, respectively. The first swap agreement expires on
December 16, 1998 and was entered into in order to convert Ogden's fixed rate
$100,000,000 9.25% debentures into variable rate debt. The second swap agreement
expires November 20, 2000, and was entered into in order to convert Ogden's
$5,100,000 variable rate debt to a fixed rate. During the nine months ended
September 30, 1997 and 1996, Ogden paid $133,000 and $110,000, respectively, on
these swap agreements.
The effective tax rate for the nine months ended September 30, 1997 was 41.5%
compared with 42% for the comparable period of 1996.
Revenues for the three months ended September 30, 1997 were $38,100,000 lower
than the comparable period of 1996. The Entertainment segment revenues increased
$13,400,000 chiefly associated with increased customer activity in sports and
amphitheater venues, overseas operations and new accounts. The Aviation segment
revenues were $20,900,000 lower primarily reflecting the sale of several
inflight catering kitchens and certain ground services operations. The Energy
segment revenues were $4,800,000 lower primarily due to reduced activity in the
consulting, engineering and remediation businesses of the Environmental group,
partially offset by increased Independent Power revenues primarily reflecting
the acquisition of the Edison Bataan facility in August 1996. The Other segment
revenues were $25,800,000 lower primarily reflecting the sale of Facility
operations in New York City, reduced activity at Atlantic Design, a contract
manufacturing business, partially offset by the net gain on the sale of the New
York facility operations and on the Charlotte operations of Atlantic Design.
Consolidated operating income for the three months ended September 30, 1997 were
$6,500,000 higher than the comparable period of 1996. The Entertainment segment
income from operations increased $4,000,000 chiefly associated with increased
activity at sports venues and overseas operations partially offset by
development costs on the "American Wilderness Experience"(TM) project. Aviation
segment income from operations was $3,100,000 lower primarily reflecting the
gain on the sale of JFK ground handling service operations in 1996, partially
offset by increased fueling and ground services operations in 1997. The Energy
segment income from operations was $4,400,000 higher primarily reflecting
increased activity in several waste-to-energy facilities and Independent Power
operations, partially
<PAGE>
offset by lower income in the consulting, engineering and remediation groups.
The Other segment operating income was $400,000 higher chiefly associated with
the gain on the sale of New York Facility operations in July 1997, offset by a
loss on the sale of the Charlotte operations, and a provision for the
disposition of certain of the remaining operations of Atlantic Design, a
contract manufacturing business.
Selling, General and Administrative expenses for the three months ended
September 30, 1997 were $1,100,000 lower than the comparable period of 1996
chiefly associated with the sale of New York Facility operations as well as
Ogden's continuing restructuring activities.
Debt service charges for the three months ended September 30, 1997 were
$1,300,000 lower than the comparable period of 1996 primarily due to lower debt
outstanding due to bond redemptions and maturities. The three interest rate swap
agreements entered into as hedges against interest rate exposure on a series of
adjustable rate project debt resulted in additional debt service of $98,000 and
$185,000 for the three months ended September 30, 1997 and 1996, respectively.
Equity in net income of investees and joint ventures for the three months ended
September 30, 1997 was $1,100,000 lower than the comparable period of 1996
primarily due to the sale of Ogden's 50% interest in Universal Ogden joint
venture in the first quarter of 1997 and lower earnings in Independent Power and
Entertainment joint ventures, partially offset by increased earnings in
Aviation's Macau joint venture.
Interest income for the quarter ended September 30, 1997 was $2,600,000 higher
than the comparable period of 1996 chiefly associated with interest earned on
increased loans to customers as well as higher cash and cash equivalents.
Interest expense for the quarter ended September 30, 1997 was $800,000 higher
than the comparable period of 1996 primarily reflecting increased borrowings.
During the three months ending September 30, 1997 and 1996, Ogden paid $53,000
and $38,000 on two interest rate swap agreements.
The effective tax rate for the three months ended September 30, 1997 was 39.5%
compared with 42% for the comparable period of 1996, primarily reflecting a
reduction in net permanent differences between book and taxable income.
Capital Investments and Commitments: During the first nine months of 1997,
capital investments amounted to $74,600,000, of which $21,600,000, inclusive of
restricted funds transferred from
<PAGE>
funds held in trust, was for Energy facilities and $53,000,000 was for normal
replacement and growth in Entertainment, Aviation and Energy's operations.
At September 30, 1997, capital commitments amounted to $166,400,000, which
included $87,400,000 for normal replacement, modernization, and growth in
Entertainment ($62,500,000), Aviation ($7,100,000), Energy ($16,800,000),
corporate and other ($1,000,000) operations. Also included was $79,000,000 for
Energy's coal-fired power project in The Philippines reflecting $59,600,000 for
mandatory equity contributions, $5,700,000 for contingent equity contributions,
and $13,700,000 for a standby letter of credit in support of debt service
reserve requirements. Funding for the mandatory equity contribution is being
provided by a bank credit facility, which must be repaid in December 2001. Ogden
also has a contingent equity contribution amounting to approximately $5,000,000
in connection with an Entertainment joint venture. In addition, compliance with
standards and guidelines under the Clean Air Act Amendments of 1990 may require
further Energy capital expenditures of $40,000,000 through December 2000 subject
to the final time schedules determined by the individual states in which the
Company's waste-to-energy facilities are located.
During 1994, a subsidiary of Ogden entered into a 30-year facility management
contract, pursuant to which it agreed to advance funds to a customer including,
if necessary, to assist the customers' refinancing of senior secured debt it
incurred in connection with the construction of the facility. To facilitate
refinancing this senior secured debt, on April 1, 1997 Ogden purchased all such
senior secured debt amounting to approximately $95,000,000. This is included in
"long term notes receivables". Funds for this purchase were provided by a bank
credit facility due March 26, 2000. This is included in "long term notes
payable". Ogden expects that this note receivable will be sold to a third party
during 1997, thereby repaying funds it had borrowed. After such sale, Ogden is
expected to retain an obligation to purchase the customer's senior secured debt
if the debt is not refinanced prior to March 2000. This obligation is expected
to be collateralized by bank letters of credit. In addition, at September 30,
1997, the Corporation has guaranteed indebtedness of $16,100,000 of an affiliate
and principal tenant of this customer, which was due in September 1997. This
indebtedness is in process of restructuring and the maturity is expected to be
extended to September 30, 1998. Ogden has also guaranteed borrowings of a
customer amounting to approximately $14,400,000 as well as another $10,500,000
of borrowings of joint ventures in which Ogden has an equity interest.
Management does not expect that these arrangements will have a material adverse
effect on Ogden's Consolidated Financial Statements.
<PAGE>
Ogden and certain of its subsidiaries have issued or are party to performance
bonds and guarantees and related contractual obligations undertaken mainly
pursuant to agreements to construct and operate certain waste-to-energy,
entertainment, and other facilities. In the normal course of business, they also
are involved in legal proceedings in which damages and other remedies are
sought. Management does not expect that these contractual obligations, legal
proceedings, or any other contingent obligations incurred in the normal course
of business will have a material adverse effect on Ogden's Consolidated
Financial Statements.
Liquidity/Cash Flow - Net cash provided from operating activities for the nine
months of 1997 was $25,700,000 higher than the comparable period of 1996
primarily reflecting a decrease of $41,600,000 in accounts receivable
principally relating to businesses disposed of and the collection of receivables
reflecting the settlement of certain matters in dispute, a decrease of
$40,200,000 in inventories reflecting the sale of the Charlotte operations of
Atlantic Design and the leveling off of other inventory requirements partially
offset by a net decrease of $55,100,000 in accounts payable and accrued
expenses. Net cash used in investing activities increased $179,000,000 primarily
reflecting an increase in loans to customers of $111,200,000, increased capital
expenditures of $32,300,000 primarily in the Energy and Entertainment segments
and a reduction in the proceeds from the sale of businesses of $33,300,000
partially offset by a net decrease of $15,600,000 in investment in investees and
joint ventures chiefly associated with the return of a portion of the investment
in the Quezon joint venture in excess of amounts contributed to this project in
1997 as well as lower investments in other ventures. Net cash used in financing
activities decreased $132,700,000 reflecting an increase in new debt of
$134,200,000 primarily reflecting bank financing to purchase senior secured debt
of a customer and mandatory equity contributions for Energy's Quezon joint
venture in the Philippines.
Exclusive of changes in Energy facility construction activities, the
Corporation's various types of contracts are not expected to have a material
effect on liquidity. Debt service associated with project debt, which is an
explicit component of a client community's obligation under its service
agreement, is paid as it is billed and collected. Cash required for investing
and financing activities is expected to be satisfied from operating activities;
available funds, including short-term investments; proceeds from the sale of
non-core businesses; and the Corporation's unused credit facilities to the
extent needed.
<PAGE>
At September 30, 1997, the Corporation had $200,234,000 in cash and cash
equivalents and unused revolving credit lines of $214,000,000.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Ogden Corporation and its subsidiaries (the "Company") are parties to
various legal proceedings involving matters arising in the ordinary course of
business. The Company does not believe that there are any pending legal
proceedings for damages against the Company, the outcome of which would have a
material adverse effect on the Company on a consolidated basis.
(a) Environmental Matters
The Company conducts regular inquiries of its subsidiaries regarding
litigation and environmental violations which include determining the nature,
amount and likelihood of liability for any such claims, potential claims or
threatened litigation.
In the ordinary course of its business, the Company may become involved in
Federal, state, and local proceedings relating to the laws regulating the
discharge of materials into the environment and the protection of the
environment. These include proceedings for the issuance, amendment, or renewal
of the licenses and permits pursuant to which a Company subsidiary operates.
Such proceedings also include actions brought by individuals or local
governmental authorities seeking to overrule governmental decisions on matters
relating to the subsidiaries' operations in which the subsidiary may be, but is
not necessarily, a party. Most proceedings brought against the Company by
governmental authorities or private parties under these laws relate to alleged
technical violations of regulations, licenses, or permits pursuant to which a
subsidiary operates. The Company believes that such proceedings will not have a
material adverse effect on the Company on a consolidated basis.
The Company's operations are subject to various Federal, state and local
environmental laws and regulations, including the Clean Air Act, the Clean Water
Act, the Comprehensive Environmental Response Compensation and Liability Act
(CERCLA) and Resource Conservation and Recovery Act (RCRA). Although the Company
operations are occasionally subject to proceedings and orders pertaining to
emissions into the environment and other environmental violations, the Company
believes that it is in substantial compliance with existing environmental laws
and regulations.
In connection with certain previously divested operations, the Company may
be identified, along with other entities, as being among potentially responsible
parties responsible for contribution for costs associated with the correction
and remediation of environmental conditions at various hazardous waste disposal
sites subject to CERCLA. In certain instances the Company may be exposed to
joint and several
II - 1
<PAGE>
liability for remedial action or damages. The Company's ultimate liability in
connection with such environmental claims will depend on many factors, including
its volumetric share of waste, the total cost of remediation, the financial
viability of other companies that also sent waste to a given site and its
contractual arrangement with the purchaser of such operations.
The potential costs related to such matters and the possible impact on
future operations are uncertain due in part to the complexity of government laws
and regulations and their interpretations, the varying costs and effectiveness
of cleanup technologies, the uncertain level of insurance or other types of
recovery, and the questionable level of the Company's responsibility. Although
the ultimate outcome and expense of environmental remediation is uncertain, the
Company believes that required remediation and continuing compliance with
environmental laws will not have a material adverse effect on the Company on a
consolidated basis.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Plan of Acquisition, Reorganization Arrangement, Liquidation
or Succession.
2.1 Agreement and Plan of Merger, dated as of October 31, 1989,
among Ogden, ERCI Acquisition Corporation and ERC
International, Inc.*
2.2 Agreement and Plan of Merger among Ogden Corporation, ERC
International Inc., ERC Acquisition Corporation and ERC
Environmental and Energy Services Co., Inc. dated as of
January 17, 1991.*
2.3 Amended and Restated Agreement and Plan of Merger among Ogden
Corporation, OPI Acquisition Corporation sub. and Ogden
Projects, Inc., dated as of September 27, 1994.*
3 Articles of Incorporation and By-Laws.
3.1 Ogden's Restated Certificate of Incorporation as amended.*
3.2 Ogden's By-Laws, as amended through May 22, 1997.*
4 Instruments Defining Rights of Security Holders.
II - 2
<PAGE>
4.1 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of June 1, 1987 and Offering Memorandum
dated June 12, 1987, relating to U.S. $85 million Ogden 6%
Convertible Subordinated Debentures, Due 2002.*
4.2 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of October 15, 1987, and Offering
Memorandum, dated October 15, 1987, relating to U.S. $75
million Ogden 5-3/4% Convertible Subordinated Debentures, Due
2002.*
4.3 Indenture dated as of March 1, 1992 from Ogden Corporation to
The Bank of New York, Trustee, relating to Ogden's $100
million debt offering.*
10 Material Contracts
10.1 (i) Ogden $200 million Credit Agreement by and among Ogden,
The Bank of New York, as Agent and the signatory Lenders
thereto dated as of June 30, 1997.*
10.2 Rights Agreement between Ogden Corporation and Manufacturers
Hanover Trust Company, dated as of September 20, 1990.*.
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1990 Stock Option Plan.*
(i) Ogden Corporation 1990 Stock Option Plan as
Amended and Restated as of January 19, 1994.*
(b) Ogden Services Corporation Executive Pension Plan.*
(c) Ogden Services Corporation Select Savings Plan.*
(i) Ogden Services Corporation Select Savings Plan
Amendment and Restatement as of January 1, 1995.*
(d) Ogden Services Corporation Select Savings Plan Trust.*
(i) Ogden Services Corporation Select Savings Plan
Trust Amendment and
II - 3
<PAGE>
Restatement as of January 1, 1995.*
(e) Ogden Services Corporation Executive Pension Plan
Trust.*
(f) Changes effected to the Ogden Profit Sharing Plan
effective January 1, 1990.*
(g) Employment Letter Agreement between Ogden and an
executive officer dated January 30, 1990.*
(h) Employment Agreement between R. Richard Ablon and Ogden
dated as of May 24, 1990.*
(i) Letter Amendment to Employment Agreement between
Ogden Corporation and R. Richard Ablon, dated as
of October 11, 1991.*
(i) Employment Agreement between Ogden and Philip G. Husby,
dated as of July 2, 1990.*
(j) Letter Agreement between Ogden Corporation and Ogden's
Chairman of the Board, dated as of January 16, 1992.*
(k) Employment Agreement between Ogden Corporation and
Ogden's Chief Accounting Officer dated as of December
18, 1991.*
(l) Employment Agreement between Scott G. Mackin and Ogden
Projects, Inc. dated as of January 1, 1994.*
(m) Ogden Corporation Profit Sharing Plan.*
(i) Ogden Profit Sharing Plan as amended and restated
January 1, 1991 and as in effect through January
1, 1993.*
(ii) Ogden Profit Sharing Plan as amended and restated
effective as of January 1, 1995.*
(n) Ogden Corporation Core Executive Benefit Program.*
(o) Ogden Projects Pension Plan.*
(p) Ogden Projects Profit Sharing Plan.*
II - 4
<PAGE>
(q) Ogden Projects Supplemental Pension and Profit Sharing
Plans.*
(r) Ogden Projects Core Executive Benefit Program.*
(s) Ogden Corporation CEO Formula Bonus Plan.*
(t) Form of amendments to the Ogden Projects, Inc. Pension
Plan and Profit Sharing Plans effective as of January 1,
1994.*
(i) Form of amended Ogden Projects Profit Sharing Plan
effective as of January 1, 1994.*
(ii) Form of amended Ogden Projects Pension Plan,
effective as of January 1, 1994.*
10.4 First Amended and Restated Ogden Corporation Guaranty
Agreement made as of January 30, 1992 by Ogden Corporation for
the benefit of Mission Funding Zeta and Pitney Bowes Credit
Corporation.*
10.5 Ogden Corporation Guaranty Agreement made as of January 30,
1992 by Ogden Corporation for the benefit of Allstate
Insurance Company and Ogden Martin Systems of Huntington
Resource Recovery Nine Corp.*
10.6 $95 million Term Loan and Letter of Credit and Reimbursement
Agreement, dated March 26, 1997 among Ogden as Borrower, the
lender banks named therein and the Deutsche Bank A.G., New
York Branch as Agent and lender.*
11 Detail of Computation of Earnings applicable to Common Stock.
27 Financial Data Schedule (EDGAR Filing Only).
* Incorporated by reference as set forth in the Exhibit Index of this Form
10-Q.
(b) Reports on Form 8-K
There were no Form 8-K Current Reports filed during the Third
Quarter of 1997.
II - 5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
OGDEN CORPORATION
(Registrant)
Date: November 12, 1997 By: /s/ Philip G. Husby
------------------------
Philip G. Husby
Senior Vice President
and Chief Financial
Officer
Date: November 12, 1997 By: /s/ Robert M. DiGia
------------------------
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
II - 6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
2 Plan of Acquisition,
Reorganization Arrangement,
Liquidation or Succession.
2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's
dated as of October 31, 1989, Form S-4 Registration Statement
among Ogden, ERCI Acquisition File No. 33-32155, and
Corporation and ERC International incorporated herein by
Inc. reference.
2.2 Agreement and Plan of Merger Filed as Exhibit (10)(x) to
among Ogden Corporation, ERC Ogden's Form 10-K for the
International Inc., ERC fiscal year ended December 31,
Acquisition Corporation and 1990 and incorporated herein
ERC Environmental and Energy by reference.
Services Co., Inc. dated as of
January 17, 1991.
2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's
and Plan of Merger among Ogden Form S-4 Registration Statement
Corporation, OPI Acquisition File No. 33-56181 and
Corporation sub. and Ogden incorporated herein by
Projects, Inc. dated as of reference.
September 27, 1994.
3 Articles of Incorporation and
By-Laws.
3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a)
of Incorporation as amended. to Ogden's Form 10-K for the
fiscal year ended December 31,
1988 and incorporated herein
by reference.
3.2 Ogden By-Laws as amended through Filed as Exhibit 3.2 to Ogden's
May 22, 1997. Form 10-Q for the quarterly period
ended June 30, 1997 and incor-
porated herein by reference.
4 Instruments Defining Rights of
Security Holders.
4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and
Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K
dated as of June 1, 1987 and filed with the Securities and
Offering Memorandum dated June Exchange Commission on July 7,
12, 1987, relating to U.S. 1987 and incorporated herein $85
million Ogden 6% Convertible by reference.
Subordinated Debentures, Due 2002.
II - 7
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
4.2 Fiscal Agency Agreement between Filed as Exhibit (4)to Ogden's
Ogden and Bankers Trust Company, Form S-3 Registration Statement
dated as of October 15, 1987, filed with the Securities and
and Offering Memorandum, dated Exchange Commission on December
October 15, 1987, relating to 4, 1987, Registration No.
U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated
Convertible Subordinated herein by reference.
Debentures, Due 2002.
4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to 1992
from Ogden Corporation to Ogden's Form 10-K for fiscal The
Bank of New York, Trustee, year ended December 31, 1991,
relating to Ogden's $100 million and incorporated herein by
debt offering. reference.
10 Material Contracts
10.1 (i) Ogden $200 million Credit Filed as Exhibit 10.1(i)to
Agreement by and among Ogden's Form 10-Q for the
Ogden, The Bank of New quarterly period ended June
York, as Agent and the 30, 1997 and incorporated
signatory Lenders thereto herein by reference.
dated as of June 30, 1997.
10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to
Corporation and Manufacturers Ogden's Form 10-K for the
Hanover Trust Company, dated as fiscal year ended December 31,
of September 20, 1990. 1990 and incorporated herein
by reference.
10.3 Executive Compensation Plans and
Agreements.
(a) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to
Stock Option Plan as Ogden's Form 10-Q for the
Amended and Restated as of quarterly period ended
January 19, 1994. September 30, 1994 and
incorporated herein by
reference.
(b) Ogden Services Corporation Filed as Exhibit (10)(k) to
Executive Pension Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
II - 8
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(c) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to
Select Savings Plan Ogden's Form 10-K for the
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(d) Ogden Services Corporation Filed as Exhibit (10)(m) to
Select Savings Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to
Select Savings Plan Trust Ogden's Form 10-K for the fiscal
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(e) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(f) Changes effected to the Ogden Filed as Exhibit (10)(o) to
Profit Sharing Plan effective Ogden's Form 10-K for the
January 1, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(g) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an executive Ogden's Form 10-K for the
officer dated January 30, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(h) Employment Agreement between Filed as Exhibit (10)(r) to
R. Richard Ablon and Ogden Ogden's Form 10-K for the
dated as of May 24, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(r)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and R. Richard Ablon, dated 1990 and incorporated herein
as of October 11, 1990. by reference.
II - 9
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(i) Employment Agreement between Filed as Exhibit (10)(t) to
Ogden and Philip G. Husby, Ogden's Form 10-K for the
dated as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(j) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to
Corporation and Ogden's Ogden's Form 10-K for fiscal
Chairman of the Board, dated year ended December 31, 1991
as of January 16, 1992. and incorporated herein by
reference.
(k) Employment Agreement between Filed as Exhibit 10.2 (q) to
Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal
Chief Accounting Officer dated year ended December 31, 1991
as of December 18, 1991. and incorporated herein by
reference.
(l) Employment Agreement between Filed as Exhibit 10.8(o) to
Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal
Projects, Inc. dated as of year ended December 31, 1993
January 1, 1994. and incorporated herein by
reference.
(m) Ogden Corporation Profit Filed as Exhibit 10.8(p) to
Sharing Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to
as amended and restated Ogden's Form 10-K for fiscal
January 1, 1991 and as in year ended December 31, 1993
effect through January 1, and incorporated herein by
1993. reference.
(ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to
as amended and restated Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994 and
1995. incorporated herein by
reference.
(n) Ogden Corporation Core Filed as Exhibit 10.8(q) to
Executive Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(o) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to
Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
II - 10
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(p) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(q) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Ogden's Form 10-K for fiscal
Plans. year ended December 31, 1992
and incorporated herein by
reference.
(r) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(s) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to
Bonus Plan. Ogden's Form 10-Q for quarterly
period ended September 30, 1994
and incorporated herein by
reference.
(t) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to
Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal
Profit Sharing Plans effective year ended December 31, 1993
as of January 1, 1994. and incorporated herein by
reference.
(i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to
Projects Profit Sharing Ogden's Form 10-K for fiscal
Plan effective as of year ended December 31, 1994
January 1, 1994 and and incorporated herein by
incorporated herein by reference.
reference.
(ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to
Projects Pension Plan, Ogden's Form 10-K for fiscal
effective as of year ended December 31, 1994
January 1, 1994 and and incorporated herein by
incorporated herein reference.
by reference.
10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i)
Ogden Corporation Guaranty to Ogden's Form 10-K for
Agreement made as of January 30, fiscal year ended December 31,
1992 by Ogden Corporation for 1991 and incorporated herein
the benefit of Mission Funding by reference.
Zeta and Pitney Bowes Credit
Corporation.
II - 11
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii)
Agreement made as of January to Ogden's Form 10-K for
30, 1992 by Ogden Corporation fiscal year ended December 31,
for the benefit of Allstate 1991 and incorporated herein
Insurance Company and Ogden by reference.
Martin Systems of Huntington
Resource Recovery Nine Corp.
10.6 $95 million Term Loan and Letter Filed as Exhibit 10.6 to
of Credit and Reimbursement Ogden's Form 10-Q for the
Agreement, dated March 26, 1997 quarter ended March 31, 1997 and
among Ogden as Borrower, the incorporated herein by reference.
lender banks named therein and
the Deutsche Bank A.G., New York
Branch as Agent and lender.
11 Ogden Corporation and Transmitted herewith as
Subsidiaries Detail of Exhibit 11.
Computation of Earnings
Applicable to Common Stock.
27 Financial Data Schedule. Transmitted herewith as
Exhibit 27.
II - 12
EXHIBIT 11
OGDEN CORPORATION AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<TABLE>
<CAPTION>
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- --------------------
1997 1996 1997 1996
-------- -------- ------ -------
(In Thousands)
<S> <C> <C> <C> <C>
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE:
Average number of common shares 49,951 49,642 50,048 49,705
======= ====== ====== ======
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 49,951 49,642 50,048 49,705
Shares issuable for conversion of preferred
stock 278 291 272 287
------- ------- ------ -------
Number of shares used for computation 50,229 49,933 50,320 49,992
======= ======= ====== =======
COMPUTATION OF EARNINGS APPLICABLE TO COMMON
SHARES:
Net income $55,391 $46,564 $24,605 $20,388
Less: dividends on Ogden preferred stock (115) (121) (38) (40)
------- ------- ------- -------
Consolidated income applicable to Ogden common
stock $55,276 $46,443 $24,567 $20,348
======= ======= ======= =======
COMPUTATION OF EARNINGS APPLICABLE TO COMMON
SHARES-ASSUMING FULL DILUTION:
Net income $55,391 $46,564 $24,605 $20,388
======= ======= ======= =======
</TABLE>
Note:
Earnings per common share was computed by dividing net income, increased
(decreased) for adjustments arising from minority interest in consolidated
subsidiaries, reduced by preferred stock dividend requirements, by the weighted
average of the number of shares of common stock and common stock equivalents,
where dilutive, outstanding during each period.
Earnings per common share, assuming full dilution, was computed on the
assumption that all convertible debentures, convertible preferred stock, and
stock options converted or exercised during each period, or outstanding at the
end of each period were converted at the beginning of each period or at the date
of issuance or grant, if dilutive. This computation provides for the elimination
of related convertible debenture interest and preferred dividends.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 200,234
<SECURITIES> 0
<RECEIVABLES> 426,870
<ALLOWANCES> 22,579
<INVENTORY> 43,039
<CURRENT-ASSETS> 852,439
<PP&E> 2,455,137
<DEPRECIATION> 587,525
<TOTAL-ASSETS> 3,706,054
<CURRENT-LIABILITIES> 538,323
<BONDS> 2,041,067
0
45
<COMMON> 25,102
<OTHER-SE> 536,061
<TOTAL-LIABILITY-AND-EQUITY> 3,706,054
<SALES> 454,069
<TOTAL-REVENUES> 1,341,545
<CGS> 432,123
<TOTAL-COSTS> 721,813
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,875
<INTEREST-EXPENSE> 23,325
<INCOME-PRETAX> 96,891
<INCOME-TAX> 40,210
<INCOME-CONTINUING> 55,391
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,391
<EPS-PRIMARY> 1.11
<EPS-DILUTED> 1.10
</TABLE>
