SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 28, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10788
INTERNATIONAL SPECIALTY PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333696
(State of Incorporation) (I. R. S. Employer
Identification No.)
818 Washington Street, Wilmington, Delaware 19801
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (302) 429-8554
Commission File Number 33-44862
ISP CHEMICALS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3416260
(State of Incorporation) (I. R. S. Employer
Identification No.)
Rt. 95 Industrial Area, P.O. Box 37
Calvert City, Kentucky 42029
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (502) 395-4165
<PAGE>
Commission File Number 33-44862-01
ISP TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0333795
(State of Incorporation) (I. R. S. Employer
Identification No.)
State Highway 146 & Industrial Road
Texas City, Texas 77590
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (409) 945-3411
See table of additional registrants.
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 / /
As of November 7, 1997, 95,877,103 shares of International Specialty Products
Inc. common stock (par value, $.01 per share) were outstanding.
As of November 7, 1997, ISP Chemicals Inc. and ISP Technologies Inc. each had
10 shares of common stock outstanding. No shares are held by non-affiliates.
As of November 7, 1997, each of the additional registrants had the number of
shares outstanding which is shown on the table below. No shares are held by
non-affiliates.
<PAGE>
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Commission
Address, including zip
File No./I.R.S
code, and telephone number,
No. of Employer
including area code, of
Exact name of registrant as State of Shares Identification
registrant's principal
specified in its charter Incorporation Outstanding No.
executive office
- --------------------------- -------------- ----------- ---------------
- ----------------------------
<S> <C> <C> <C>
<C>
ISP (PUERTO RICO) INC. Delaware 10 33-44862-03/
Mirador de Bairoa
22-2934561
Calle 27st-14
Caquas, Puerto Rico 00725-8900
(787) 744-3116
ISP ENVIRONMENTAL SERVICES INC. Delaware 10 33-44862-04/
1361 Alps Road
51-0333801
Wayne, NJ 07470
(973) 628-3000
ISP FILTERS INC. Delaware 10 33-44862-05/
4436 Malone Road
51-0333796
Memphis, TN 38118
(901) 795-2445
ISP GLOBAL TECHNOLOGIES INC. Delaware 10 33-44862-06/
818 Washington Street
51-0333802
Wilmington, DE 19801
(302) 429-7492
ISP INTERNATIONAL CORP. Delaware 10 33-44862-07/
818 Washington Street
51-0333734
Wilmington, DE 19801
(302) 429-7493
ISP INVESTMENTS INC. Delaware 10 33-44862-08/
818 Washington Street
51-0333803
Wilmington, DE 19801
(302) 429-7496
ISP MANAGEMENT COMPANY, INC. Delaware 10 33-44862-09/
1361 Alps Road
51-0333800
Wayne, NJ 07470
(973) 628-3000
ISP MINERAL PRODUCTS INC. Delaware 10 33-44862-10/
34 Charles Street
51-0333794
Hagerstown, MD 21740
(301) 733-4000
ISP MINERALS INC. Delaware 10 33-44862-11/
Route 116
51-0333798
Blue Ridge Summit, PA 17214
(717) 794-2184
ISP REAL ESTATE COMPANY, INC. Delaware 2 33-44862-12/
1361 Alps Road
22-2886551
Wayne, NJ 07470
(973) 628-3000
ISP REALTY CORPORATION Delaware 1000 33-44862-13/
1361 Alps Road
13-2720081
Wayne, NJ 07470
(973) 628-3000
VERONA INC. Delaware 100 33-44862-16/
NCNB Plaza, Suite 300
22-3036319
7 North Laurens Street
Greenville, SC 29601
(803) 271-9194
BLUEHALL INCORPORATED Delaware 1 33-44862-15/
818 Washington Street
13-3335905
Wilmington, DE 19801
(302) 651-0165
</TABLE>
<PAGE>
Part I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Thousands, except per share amounts)
Third Quarter Ended Nine Months Ended
-------------------- -------------------
Sept. 29, Sept. 28, Sept. 29, Sept. 28,
1996 1997 1996 1997
--------- --------- --------- ---------
Net sales.............................$ 173,569 $ 183,600 $ 544,135 $ 572,606
--------- --------- --------- ---------
Costs and expenses:
Cost of products sold............... 100,277 105,773 320,295 336,194
Selling, general and administrative. 36,501 39,366 108,236 115,042
Goodwill amortization............... 3,300 3,300 9,900 9,900
--------- --------- --------- ---------
Total costs and expenses.......... 140,078 148,439 438,431 461,136
--------- --------- --------- ---------
Operating income...................... 33,491 35,161 105,704 111,470
Interest expense...................... (6,961) (6,366) (21,879) (19,908)
Equity in earnings of joint venture... 1,798 1,517 4,948 4,263
Other income, net..................... 3,011 5,357 9,478 15,901
--------- --------- --------- ---------
Income before income taxes............ 31,339 35,669 98,251 111,726
Income taxes.......................... (11,199) (12,817) (35,647) (40,165)
--------- --------- --------- ---------
Net income............................$ 20,140 $ 22,852 $ 62,604 $ 71,561
========= ========= ========= =========
Earnings per common share.............$ .21 $ .24 $ .64 $ .74
========= ========= ========= =========
Weighted average number of common
shares outstanding................... 97,107 95,839 97,447 96,117
========= ========= ========= =========
See Notes to Consolidated Financial Statements
1
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED BALANCE SHEETS
December 31, Sept. 28,
1996 1997
------------ -----------
ASSETS (Thousands)
Current Assets:
Cash and cash equivalents..................... $ 17,753 $ 28,721
Investments in trading securities............. 1,273 35,127
Investments in available-for-sale securities.. 114,323 91,157
Investments in held-to-maturity securities.... 1,977 525
Other short-term investments.................. 6,149 5,864
Accounts receivable, trade, net............... 66,875 76,346
Accounts receivable, other.................... 12,835 22,890
Receivable from related parties, net.......... 5,518 7,895
Inventories................................... 108,586 113,025
Other current assets.......................... 13,239 17,431
---------- ----------
Total Current Assets........................ 348,528 398,981
Property, plant and equipment, net.............. 489,474 502,494
Goodwill, net................................... 417,258 407,358
Other assets.................................... 61,654 57,781
---------- ----------
Total Assets.................................... $1,316,914 $1,366,614
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt............................... $ 22,275 $ 16,565
Current maturities of long-term debt.......... 610 423
Note payable to related party................. - 9,331
Accounts payable.............................. 42,939 56,985
Accrued liabilities........................... 57,134 60,024
Income taxes.................................. 5,868 5,330
---------- ----------
Total Current Liabilities................... 128,826 148,658
---------- ----------
Long-term debt less current maturities.......... 310,294 288,627
---------- ----------
Long-term notes payable to related parties...... 62,576 50,000
---------- ----------
Deferred income taxes........................... 52,665 69,765
---------- ----------
Other liabilities............................... 61,060 53,464
---------- ----------
Stockholders' Equity:
Preferred stock, $.01 par value per share;
20,000,000 shares authorized:
0 shares issued............................. - -
Common stock, $.01 par value per share;
300,000,000 shares authorized: 99,888,646
shares issued............................... 999 999
Additional paid-in capital.................... 441,203 441,469
Treasury stock, at cost - 3,451,522 and
4,050,571 shares............................ (30,874) (39,263)
Retained earnings............................. 280,297 351,858
Cumulative translation adjustment and other... 9,868 1,037
---------- ----------
Total Stockholders' Equity.................. 701,493 756,100
---------- ----------
Total Liabilities and Stockholders' Equity...... $1,316,914 $1,366,614
========== ==========
See Notes to Consolidated Financial Statements
2
<PAGE>
INTERNATIONAL SPECIALTY PRODUCTS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
--------------------
Sept. 29, Sept. 28,
1996 1997
--------- ---------
(Thousands)
Cash and cash equivalents, beginning of period........... $ 14,080 $ 17,753
-------- --------
Cash provided by operating activities:
Net income............................................. 62,604 71,561
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation....................................... 28,183 30,711
Goodwill amortization.............................. 9,900 9,900
Deferred income taxes.............................. (11,340) 16,768
(Increase) decrease in working capital items........... (3,015) (13,441)
Purchases of trading securities........................ (34,228) (98,961)
Proceeds from sales of trading securities.............. 39,841 71,998
Increase in net receivable from related parties........ (5,016) (2,377)
Change in cumulative translation adjustment............ (4,856) (8,625)
Other, net............................................. 413 1,466
-------- --------
Net cash provided by operating activities............ 82,486 79,000
-------- --------
Cash provided by (used in) investing activities:
Capital expenditures and acquisition................... (35,669) (45,834)
Purchases of available-for-sale securities............. (194,126) (142,471)
Purchases of held-to-maturity securities............... (9,534) (1,623)
Proceeds from sales of available-for-sale securities... 227,838 158,290
Proceeds from held-to-maturity securities.............. 10,033 3,075
-------- --------
Net cash used in investing activities................ (1,458) (28,563)
-------- --------
Cash provided by (used in) financing activities:
Decrease in short-term debt............................ (14,013) (5,710)
Decrease in borrowings under revolving
credit facility...................................... (40,800) (21,425)
Other increase (decrease) in long-term debt, net....... 185 (429)
Decrease in loans from related parties................. (19,060) (3,245)
Repurchases of common stock............................ (10,365) (10,240)
Other.................................................. 712 1,580
-------- --------
Net cash used in financing activities................ (83,341) (39,469)
-------- --------
Net change in cash and cash equivalents.................. (2,313) 10,968
-------- --------
Cash and cash equivalents, end of period................. $ 11,767 $ 28,721
======== ========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized)................. $ 28,175 $ 25,425
Income taxes (including taxes paid/refunded
pursuant to the Tax Sharing Agreement)............. 48,681 20,594
See Notes to Consolidated Financial Statements
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements for International Specialty Products
Inc. (the "Company") reflect, in the opinion of management, all adjustments
necessary to present fairly the financial position of the Company at
December 31, 1996 and September 28, 1997, and the results of operations and
cash flows for the periods ended September 29, 1996 and September 28, 1997.
All adjustments are of a normal recurring nature. These financial statements
should be read in conjunction with the annual financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 (the "Form 10-K").
NOTE A: In February 1997, the Financial Accounting Standards Board
issued SFAS No. 128, "Earnings per Share", which is required to be
adopted in 1998. Implementation of SFAS No. 128, which will require
the Company to report "Basic Earnings per Share" and "Diluted
Earnings per Share", will not have a material impact on the earnings
per share amounts as currently reported by the Company.
NOTE B: Inventories consist of the following:
December 31, Sept. 28,
1996 1997
------------ ---------
(Thousands)
Finished goods..................... $ 68,436 $ 77,638
Work in process.................... 24,261 19,923
Raw materials and supplies......... 17,814 19,614
-------- --------
Total.............................. 110,511 117,175
Less LIFO reserve.................. (1,925) (4,150)
-------- --------
Inventories........................ $108,586 $113,025
======== ========
NOTE C: The Company's parent, ISP Holdings Inc. ("ISP Holdings"), was a
wholly owned subsidiary of GAF Corporation ("GAF") until January 1,
1997, when its stock was distributed to the stockholders of GAF in a
series of transactions involving GAF's subsidiaries. As a result,
ISP Holdings and the Company are no longer direct or indirect
subsidiaries of GAF or its subsidiary, G-I Holdings ("G-I Holdings").
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D: Contingencies
Asbestos Litigation Against GAF
GAF is a defendant in a substantial number of pending lawsuits
involving asbestos-related bodily injury claims. GAF and G-I
Holdings have established reserves for such claims based on certain
assumptions, one of which was the effectiveness of a class action
settlement of future asbestos-related bodily injury claims (the
"Settlement"). On June 25, 1997, the United States Supreme Court
affirmed the ruling of the United States Court of Appeals for the
Third Circuit that the class in such action was not certifiable, thus
rendering the Settlement inoperable. GAF and G-I Holdings have
advised the Company that they are presently evaluating the effect of
this Supreme Court decision on the amount of their reserves for
asbestos-related liabilities, that such analysis could result in GAF
and G-I Holdings increasing their estimates of asbestos-related
liabilities and that it is not currently possible to estimate the
range or amount, if any, of such possible additional reserves. GAF
and G-I Holdings have stated that they remain committed to
effectuating a comprehensive resolution of asbestos-related bodily
injury claims, that they are presently exploring a number of options,
both judicial and legislative, to accomplish such resolution, but
that there can be no assurance that these efforts will be successful.
Neither the Company nor the assets or operations of the Company,
which was operated as a division of a corporate predecessor of GAF
prior to July 1986, have been involved in the manufacture or sale of
asbestos products. The Company believes that it should have no legal
responsibility for damages in connection with asbestos-related
claims.
Environmental Litigation
The Company, together with other companies, is a party to a
variety of administrative proceedings and lawsuits involving
environmental matters ("Environmental Claims"), in which recovery is
sought for the cost of cleanup of contaminated sites, a number of
which Environmental Claims are in the early stages or have been
dormant for protracted periods.
In the opinion of the Company's management, the resolution of
the Environmental Claims should not be material to the business,
liquidity, results of operations, cash flows or financial position of
the Company. However, adverse decisions or events, particularly as
to the liability and the financial responsibility of the Company's
insurers and of the other parties involved at each site and their
insurers, could cause the Company to increase its estimate of its
liability in respect of such matters. It is not currently possible
to estimate the amount or range of any additional liability.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D: (Continued)
For further information regarding asbestos-related and
environmental matters, reference is made to Note 12 to Consolidated
Financial Statements contained in the Form 10-K.
Tax Claim Against GAF
On September 15, 1997, GAF received a notice from the Internal
Revenue Service (the "Service") of a deficiency in the amount of
$84.4 million (after taking into account the use of net operating
losses and foreign tax credits otherwise available for use in later
years) in connection with the formation in 1990 of Rhone-Poulenc
Surfactants and Specialties, L.P. (the "surfactants partnership"), a
partnership in which a subsidiary of GAF, GAF Fiberglass Corporation
("GFC"), holds an interest. The claim of the Service for interest
and penalties, after taking into account the effect on the use of net
operating losses and foreign tax credits, could result in GFC
incurring liabilities significantly in excess of the deferred tax
liability of $131.4 million that GAF recorded in 1990 in connection
with this matter. GAF has advised the Company that it believes that
GFC will prevail in this matter, although there can be no assurance
in this regard. The Company believes that the ultimate disposition
of this matter will not have a material adverse effect on its
financial position or results of operations. GAF, G-I Holdings and
certain subsidiaries of GAF have agreed to jointly and severally
indemnify the Company against any tax liability associated with the
surfactants partnership, which the Company would be severally liable
for, together with GAF and several subsidiaries of GAF, should GAF
and certain of its subsidiaries be unable to satisfy such indemnity.
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Third Quarter 1997 Compared With
Third Quarter 1996
The Company recorded third quarter 1997 net income of $22.9 million (24
cents per share) versus $20.1 million (21 cents per share) in the third quarter
of 1996. The 13.5% increase in net income was attributable to higher operating
and other income and, to a lesser extent, lower interest expense.
Net sales for the third quarter of 1997 were $183.6 million, a 6% increase
compared with $173.6 million for the third quarter of 1996. The higher sales
reflected higher sales of specialty chemicals (up $13.6 million) as a result of
increased sales volumes (up $22.8 million), partially offset by the unfavorable
effect of the stronger U.S. dollar relative to other currencies in certain
areas of the world ($6.6 million), and, to a lesser extent, by unfavorable
selling prices. Partially offsetting the increased sales of specialty
chemicals were lower sales of mineral products and filter products, down $2.2
and $1.3 million, respectively, primarily as a result of lower sales volumes.
The sales growth in the third quarter reflected increased sales in the U.S.,
the Asia-Pacific region and the Western Hemisphere, partially offset by lower
sales in Europe due primarily to the unfavorable effect of the stronger U.S.
dollar.
Operating income for the third quarter of 1997 increased by 5% to $35.2
million from last year's $33.5 million. The increase in operating income
reflected improved income from specialty chemicals (up $2.3 million) as a
result of the increased sales, partially offset by the impact of the stronger
U.S. dollar and lower mineral products results (down $0.7 million).
Interest expense for the third quarter was $6.4 million compared with $7.0
million in the third quarter of 1996, with the decrease due primarily to lower
average borrowings. Other income, net, for the third quarter of 1997 was $5.4
million compared with $3.0 million in the third quarter of 1996, due
principally to higher investment income.
Results of Operations - Nine Months 1997 Compared With
Nine Months 1996
For the first nine months of 1997, the Company recorded net income of
$71.6 million (74 cents per share), compared with net income of $62.6 million
(64 cents per share) for the first nine months of 1996. The 14% increase in
net income was attributable to higher operating and other income and lower
interest expense.
7
<PAGE>
Net sales for the first nine months of 1997 were $572.6 million versus net
sales of $544.1 million for the same period in 1996. The higher sales were
attributable to increased sales of specialty chemicals (up $28.9 million) as a
result of increased sales volumes (up $54 million), partially offset by the
unfavorable effect of the stronger U.S. dollar relative to other currencies in
certain areas of the world ($16.6 million), and by unfavorable pricing. The
sales growth reflected sales increases in the U.S., the Asia-Pacific region and
the Western Hemisphere, partially offset by lower sales in Europe due primarily
to the effect of the stronger U.S. dollar.
Operating income for the first nine months of 1997 was $111.5 million, a
5.5% increase over the $105.7 million recorded in the first nine months of
1996. The higher operating income reflected improved results in all business
segments, principally specialty chemicals (up $2.5 million due to the higher
sales) and filter products (up $2.1 million primarily due to favorable
pricing), partially offset by the effects of the stronger U.S. dollar in
certain areas of the world.
Interest expense for the first nine months of 1997 was $19.9 million
compared with $21.9 million for the same period in 1996. The lower interest
expense was primarily attributable to lower average borrowings. Other income,
net, for the first nine months of 1997 was $15.9 million compared with $9.5
million last year, with the increase resulting primarily from higher investment
income.
Liquidity and Financial Condition
During the first nine months of 1997, the Company generated cash from
operations of $79 million, reinvested $45.8 million for capital programs and
generated $17.3 million from net sales of available-for-sale and
held-to-maturity securities, for a net cash inflow of $50.4 million before
financing activities. Cash from operations reflected a $27 million cash outlay
for net purchases of trading securities and also included $6.3 million of
dividends received from the GAF-Huls Chemie GmbH joint venture. Working
capital increased by $13.4 million, primarily reflecting a $9.5 million
increase in trade accounts receivable due to higher sales in September 1997
versus December 1996, a $10.1 million increase in accounts receivable, other,
mainly from the sale of the Company's domestic trade accounts receivable, and a
$4.4 million increase in inventories, partially offset by a $14.7 million
increase in accounts payable and accrued liabilities.
8
<PAGE>
Net cash used in financing activities in the first nine months of 1997
totaled $39.5 million, mainly reflecting a $21.4 million decrease in borrowings
under the Company's bank revolving credit facility, a $5.7 million reduction in
short-term borrowings, a $3.2 million reduction in borrowings from an affiliate
and $10.2 million of repurchases of common stock pursuant to the Company's
repurchase program.
As a result of the foregoing factors, cash and cash equivalents increased
by $11 million during the first nine months of 1997 to $28.7 million (excluding
$132.7 million of trading, available-for-sale and held-to-maturity securities
and other short-term investments).
In June and July of 1997, the Company entered into five-year interest rate
swap contracts with a total notional amount of $100 million to convert its
floating interest rates on $100 million of debt to fixed rates.
See Note D to Consolidated Financial Statements for information regarding
contingencies.
9
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule, which is submitted electronically to the
Securities and Exchange Commission for information only.
(b) No Reports on Form 8-K were filed during the quarter ended
September 28, 1997.
10
<PAGE>
SIGNATURES
-----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each of the Registrants listed below has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL SPECIALTY PRODUCTS INC.
ISP CHEMICALS INC.
ISP TECHNOLOGIES INC.
ISP (PUERTO RICO) INC.
ISP ENVIRONMENTAL SERVICES INC.
ISP FILTERS INC.
ISP GLOBAL TECHNOLOGIES INC.
ISP INTERNATIONAL CORP.
ISP INVESTMENTS INC.
ISP MANAGEMENT COMPANY, INC.
ISP MINERAL PRODUCTS INC.
ISP MINERALS INC.
ISP REAL ESTATE COMPANY, INC.
ISP REALTY CORPORATION
VERONA INC.
BLUEHALL INCORPORATED
DATE: November 12, 1997 BY: /s/Randall R. Lay
----------------- -----------------------------
Randall R. Lay
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE THIRD
QUARTER 1997 10-Q OF INTERNATIONAL SPECIALTY PRODUCTS INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874578
<NAME> INTERNATIONAL SPECIALTY PRODUCTS INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-28-1997
<CASH> 28,721
<SECURITIES> 126,809
<RECEIVABLES> 76,346
<ALLOWANCES> 0
<INVENTORY> 113,025
<CURRENT-ASSETS> 398,981
<PP&E> 502,494
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,366,614
<CURRENT-LIABILITIES> 148,658
<BONDS> 288,627
0
0
<COMMON> 999
<OTHER-SE> 755,101
<TOTAL-LIABILITY-AND-EQUITY> 1,366,614
<SALES> 572,606
<TOTAL-REVENUES> 572,606
<CGS> 336,194
<TOTAL-COSTS> 336,194
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,908
<INCOME-PRETAX> 111,726
<INCOME-TAX> 40,165
<INCOME-CONTINUING> 71,561
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,561
<EPS-PRIMARY> .74
<EPS-DILUTED> .74
</TABLE>
