<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from______to______
COMMISSION FILE NUMBER: 0-452
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1093240
(State of Incorporation) (IRS Employer Identification Number)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of Principal Executive Offices)
Telephone Number: (517) 423-8411
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class of Stock Outstanding at July 31, 1995
---------------------------------------------- ----------------------------
Class B Common Stock, $1.00 par value 5,470,146
Class A Common Stock, $1.00 par value 16,410,438
<PAGE> 2
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - Item 1
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and subject to year end adjustments)
(Dollars in millions)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
---------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $276.8 $283.2
Accounts receivable, trade, less allowance for doubtful
accounts of $6.6 million in 1995 and $5.8 million in 1994 271.7 191.6
Inventories 248.9 235.3
Deferred income taxes 34.2 38.4
Other current assets 11.7 7.8
---------- --------
TOTAL CURRENT ASSETS 843.3 756.3
PROPERTY, PLANT AND EQUIPMENT, at cost, net of
accumulated depreciation of $405.0 million in 1995
and $379.1 million in 1994 441.0 402.4
EXCESS OF COST OVER ACQUIRED NET ASSETS 62.0 58.0
DEFERRED INCOME TAXES 23.3 21.4
PREPAID PENSION EXPENSE 34.4 31.8
OTHER ASSETS 19.9 19.9
---------- --------
TOTAL ASSETS $1,423.9 $1,289.8
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, trade $158.1 $116.5
Income taxes payable 2.3 5.1
Short-term borrowings 13.5 11.7
Accrued liabilities 138.5 118.8
---------- --------
TOTAL CURRENT LIABILITIES 312.4 252.1
LONG-TERM DEBT 8.0 9.1
NON-PENSION POSTRETIREMENT BENEFITS 171.1 169.8
PRODUCT WARRANTY AND SELF-INSURED RISKS 31.6 29.5
ACCRUAL FOR ENVIRONMENTAL MATTERS 30.6 30.7
PENSION LIABILITIES 13.7 13.1
---------- --------
TOTAL LIABILITIES 567.4 504.3
---------- --------
STOCKHOLDERS' EQUITY:
Class A common stock, $1 par value; authorized 75,000,000
shares; issued and outstanding 16,410,438 shares 16.4 16.4
Class B common stock, $1 par value; authorized 25,000,000
shares; issued and outstanding 5,470,146 shares 5.5 5.5
Capital in excess of par value 29.9 29.9
Retained earnings 783.3 724.0
Foreign currency translation adjustment 21.4 9.7
---------- --------
TOTAL STOCKHOLDERS' EQUITY 856.5 785.5
---------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,423.9 $1,289.8
========== ========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 2
<PAGE> 3
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - Item 1
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited and subject to year end adjustments)
(Dollars in millions except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ------------------
1995 1994 1995 1994
-------------------- ------------------
<S> <C> <C> <C> <C>
INCOME:
Net sales $467.3 $424.8 $940.9 $811.2
Interest income 7.3 5.4 15.5 11.3
Other income 3.0 2.0 4.6 3.5
------- ------- ------- -------
477.6 432.2 961.0 826.0
------- ------- ------- -------
EXPENSES:
Cost of sales and operating expenses 395.1 351.4 796.9 675.0
Selling and administrative expenses 24.0 22.7 47.8 43.7
Interest expense 2.0 1.7 4.0 2.9
Other expenses -- -- 0.1 1.7
------- ------- ------- -------
421.1 375.8 848.8 723.3
------- ------- ------- -------
INCOME BEFORE TAXES 56.5 56.4 112.2 102.7
Taxes on income 21.2 20.5 42.0 37.8
------- ------- ------- -------
NET INCOME $35.3 $35.9 $70.2 $64.9
======= ======= ======= =======
NET INCOME PER SHARE $1.62 $1.64 $3.21 $2.96
======= ======= ======= =======
CASH DIVIDENDS DECLARED
PER SHARE $0.25 $0.20 $0.50 $0.40
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
Page 3
<PAGE> 4
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - Item 1
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and subject to year end adjustments)
(Dollars in millions)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------
1995 1994
------ --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $70.2 $64.9
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 30.6 28.6
Accounts receivable (77.6) (75.3)
Inventories (11.3) (12.6)
Payables and accrued expenses 53.4 50.7
Other 0.9 12.4
------- ------
CASH PROVIDED BY OPERATIONS 66.2 68.7
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (64.9) (67.7)
------- ------
CASH USED IN INVESTING ACTIVITIES (64.9) (67.7)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (10.9) (8.8)
Increase (Decrease) in borrowings, net (0.3) 10.6
------- ------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (11.2) 1.8
------- ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 3.5 5.1
------- ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6.4) 7.9
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 283.2 313.2
------- ------
END OF PERIOD $276.8 $321.1
======= ======
</TABLE>
The accompanying notes are an integral part of these statements.
Page 4
<PAGE> 5
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION - Item 1
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results for
the interim periods. The December 31, 1994 condensed balance sheet
data was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting
principles. The condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report for the fiscal
year ended December 31, 1994. Due to the seasonal nature of the
Company's business, the results of operations for the interim period
are not necessarily indicative of the results for the entire fiscal
year.
The financial data required in this Form 10-Q by Rule 10.01 of
Regulation S-X have been reviewed by Moore, Smith & Dale, the
Company's independent certified public accountants, as described in
their report contained elsewhere herein.
2. Inventories consisted of:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
(Dollars in Millions) 1995 1994
---------- ------------
<S> <C> <C>
Raw material and work in process $158.6 $147.6
Finished goods 76.0 74.3
Supplies 14.3 13.4
------- -------
$248.9 $235.3
======= =======
</TABLE>
3. The Company has been named by the U.S. Environmental Protection Agency
(EPA) as a potentially responsible party in connection with the
Sheboygan River and Harbor Superfund Site in Wisconsin. At June 30,
1995, the Company had an accrual of $31.2 million ($31.9 million at
December 31, 1994) for the estimated costs associated with the cleanup
of certain PCB contamination at this Superfund Site. The Company has
based the estimated cost of cleanup on ongoing engineering studies,
including engineering samples taken in the Sheboygan River, and
assumptions as to the areas that will have to be remediated along with
the nature and extent of the remediation that will be required.
Significant assumptions underlying the estimated costs are that
remediation will involve innovative technologies, including (but not
limited to) bioremediation near the Company's plant site and along the
Upper River, and only natural armoring and bioremediation in the Lower
River and Harbor.
<PAGE> 6
The EPA has indicated it expects to issue a record of decision on the
cleanup of the Sheboygan River and Harbor Site in the second quarter
of 1996, but the ultimate resolution of the matter may take much
longer. Ultimate costs to the Company will be dependent upon factors
beyond its control such as the scope and methodology of the remedial
action requirements to be established by the EPA (in consultation with
the State of Wisconsin), rapidly changing technology, and the outcome
of any related litigation.
The Company, in cooperation with the Wisconsin Department of Natural
Resources, is conducting an investigation of soil and groundwater
contamination at the Company's Grafton, Wisconsin plant. Certain test
procedures are being planned over the remainder of this year to assess
the extent of contamination and to develop remedial options for the
site. While the Company has provided for estimated investigation and
on-site remediation costs, the extent and timing of future off-site
remediation requirements, if any, are not presently determinable.
In addition to the above mentioned sites, the Company also is
currently participating with the EPA and various state agencies at
certain other sites to determine the nature and extent of any remedial
action which may be necessary with regard to such other sites. Based
on limited preliminary data and other information currently available,
the Company has no reason to believe that the level of expenditures
for potential remedial action necessary at these other sites will have
a material effect on its financial position.
4. Various lawsuits and claims, including those involving ordinary
routine litigation incidental to its business, to which the Company is
a party, are pending, or have been asserted, against the Company.
Although the outcome of these matters cannot be predicted with
certainty, and some may be disposed of unfavorably to the Company,
management has no reason to believe that their disposition will have a
materially adverse effect on the consolidated financial position of
the Company.
Page 6
<PAGE> 7
[MOORE, SMITH & DALE LETTERHEAD]
August 1, 1995
INDEPENDENT ACCOUNTANTS' REPORT
Tecumseh Products Company
Tecumseh, Michigan
We have reviewed the consolidated condensed balance sheet of Tecumseh
Products Company and Subsidiaries as of June 30, 1995, and the related
consolidated condensed statements of income and cash flows for the three months
and six months ended June 30, 1995 and 1994. These financial statements are the
responsibility of the Company's management.
We have 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 consolidated condensed financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December 31, 1994, and
the related consolidated statements of income, stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
February 17, 1995, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 31, 1994, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
MOORE, SMITH & DALE
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
Page 7
<PAGE> 8
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION -- Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Consolidated earnings of $35.3 million, or $1.62 per share, for the second
quarter of 1995 were quite strong albeit slightly below the record setting
second quarter of 1994. Year-to-date earnings of $70.2 million, or $3.21 per
share, were 8% above the same period in 1994. Consolidated sales for the
second quarter of 1995 reached $467.3 million and were 10% higher than the same
period in 1994. First half 1995 consolidated sales of $940.9 million were 16%
higher than the same period in 1994. Strong activity continued for the
Company's worldwide compressor business but was offset somewhat by a downturn
in the sales of the Company's North American engine and pump businesses.
The following table presents results by business segments:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
(Dollars in millions) June 30, June 30,
------------------- -------------------
1995 1994 1995 1994
=========================================================================================================
<S> <C> <C> <C> <C>
NET SALES:
Compressor Products $318.8 $246.6 $602.1 $466.0
Engine and Power Train Products 125.2 152.7 285.8 290.4
Pump Products 23.3 25.5 53.0 54.8
------------------------------------------------------------------------------------------------------------
Total Net Sales $467.3 $424.8 $940.9 $811.2
============================================================================================================
INCOME BEFORE INCOME TAXES:
Compressor Products $37.0 $28.5 $63.4 $48.6
Engine and Power Train Products 13.4 22.8 33.9 41.9
Pump Products 3.2 4.2 8.0 9.2
Corporate Expenses (2.4) (2.8) (4.6) (5.4)
Net Interest Income 5.3 3.7 11.5 8.4
------------------------------------------------------------------------------------------------------------
Total Income Before Income Taxes $56.5 $56.4 $112.2 $102.7
============================================================================================================
</TABLE>
Compressor Products
The Company's worldwide Compressor Products sales for the second quarter were
$318.8 million which was 29% higher than the same period in 1994. Sales for
the first half of 1995 were also up 29% compared to the first half of 1994.
The sales trends of the
Page 8
<PAGE> 9
first quarter continued during the second quarter. The sales increase was
principally due to higher sales volume and to a lesser extent, due to the
translation effect of a weaker U.S. dollar and to selling price increases.
Global demand for Tecumseh's U.S. built rotary compressors, used principally in
room air conditioners, remained strong and the Company continued to increase
its production capability of its new line of small rotary compressors at its
Tupelo, Mississippi, facility. Sales of small reciprocating compressors, used
in residential and commercial refrigeration and produced primarily at the
Company's Brazilian and French facilities, continued at robust levels. Demand
for these compressors was particularly strong in Brazil where the Company's
compressor sales more than doubled compared to the second quarter of 1994.
Although some softening is now being felt in the Brazilian markets due to high
interest rates, the Company expects its Brazilian plants will operate at
near-capacity for the balance of 1995. The Company's compressor sales in
Europe continued to show significant volume increases, due primarily to
increasing economic recovery and aggressive market penetration in Europe and
due in part to new sales in Eastern Europe resulting from a recently signed
license agreement in Poland.
Compressor Products operating margin was 11.6% for both the second quarter of
1995 and 1994. As with the first quarter of 1995, the favorable effects of the
increased sales volume were offset by certain items. These included inflation
on key material components, start-up costs on new compressor lines and
currency-driven reductions in export margins of the Company's Brazilian and
French operations. The Company has announced price increases which should
temper the commodity cost increases. Resources continue to be directed toward
capacity expansion and new product introduction. In addition to the Tupelo
rotary compressor expansion, the Company is significantly increasing production
capacity for its successful R-134a non-CFC residential refrigerator compressor
over the next year. During this same period, the Company expects to gain
important business in the residential unitary air conditioning market with its
new scroll compressor which is currently being produced in limited quantities
in Tecumseh, Michigan, and which is undergoing customer field tests. Such
ambitious expansion programs necessarily hold back short-term earnings growth
somewhat, but the Company is pleased with its progress and enthused about the
longer term benefits of these important investments.
Overall financial results for the Company's Brazilian subsidiary in the
second quarter of 1995 remained strong, primarily due to substantial sales
increases in both its domestic and export markets. Margins decreased primarily
as a result of a continued overvalued currency as compared to the U.S. dollar.
For the second quarter of 1995 the Brazilian subsidiary contributed 17% of
consolidated compressor sales and 23% of segment operating profit, versus 12%
of consolidated compressor sales and 24% of segment operating profit in the
same period in 1994. Although the country's 1994 economic program has been its
most successful in recent history, economic uncertainties persist as it
struggles with increasing government spending and with a trade deficit caused
by the overvalued Brazilian currency.
Page 9
<PAGE> 10
Engine and Power Train Products
Worldwide Engine and Power Train Products sales were $125.2 million in
the second quarter of 1995, an 18% decrease compared to the same period in
1994. First half of 1995 sales were $285.8 million, a 2% decrease over the
prior year period. Unseasonably cool weather conditions in April and May
hampered spring sales of walk-behind lawn mowers in North America, and the
Company's sales of small engines suffered as a result. Additionally, the second
quarter of 1994 included strong snow thrower engine production following the
heavy snowfalls of that winter. Segment operating margins declined from 14.9%
in the second quarter of 1994 to 10.7% in 1995 due to the volume reductions and
the higher cost of raw materials, particularly aluminum. While the Company has
noticed a slight upturn in lawn mower engine orders of late, it is likely that
snow thrower engine sales for the remainder of 1995 will be well below the 1994
levels. Therefore, the unfavorable operating results comparisons will likely
continue for this segment for the balance of 1995.
The Company announced in June 1995 the purchase and planned expansion of a
manufacturing facility in Douglas, Georgia. The Company will build reduced
exhaust emission engines and carburetors and is expected to commence limited
production early in 1996. Total investment of $40 million is planned for this
facility.
Pump Products
The Company's Pump Products sales for the second quarter of 1995 were 9% below
the year earlier quarter. The Company's sales of pumps and accessories for
"do-it-yourself" water gardens have declined in 1995 due primarily to excess
retail inventories carried over from last year. First half of 1995 sales
decreased 3% as compared to the same period in 1994.
Interest Income
Interest income for the first half of 1995 was up from the same period in 1994
due to generally higher worldwide interest rates and to higher financial income
reported by the Company's Brazilian subsidiary, which held higher cash
positions (denominated in local currency) well into the second quarter of 1995
than it had one year earlier. During the second quarter the Company reduced its
cash position in Brazil to better protect it from potential currency
devaluations.
Income Taxes
The effective income tax rate was 37.5% for the second quarter and first half
of 1995, compared with 36.4% and 36.8% for the second quarter and first half of
1994, respectively. The increase in the tax rate is due to the improved
profitability of the Company's French subsidiary, which is taxed at a higher
rate.
Page 10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Company continued to maintain a strong and liquid financial position.
Working capital of $530.9 million at June 30, 1995 was up from $504.2 million
at December 31, 1994, and the ratio of current assets to current liabilities
approximated 2.7. As with 1994, the Company's capital spending for the first
half of 1995 was over twice the level of its depreciation. Total capital
spending for the entire year of 1995 should approximate $150 million as the
Company expects to substantially complete the three compressor investments
discussed above along with expanding capacity of both its engine and pump
businesses. Working capital requirements and planned capital expenditures for
the remainder of 1995 and 1996 are expected to be financed through internally
available funds, although the Company may utilize long-term financing
arrangements in connection with various state investment incentives.
The U.S. Environmental Protection Agency ("EPA") is developing emission
standards for utility engines which include the two and four-cycle engines
produced by the Company. The development consists of two phases. Phase I
standards were published in June of 1995 with an effective date of September 1,
1996, but contain provisions that permit manufacture of non-conforming engines
through September 1, 1997. The Company believes that it will be prepared to
meet the EPA Phase I standards with competitively priced engines. The
California Air Resources Board ("CARB") has mandated exhaust emission standards
for utility engines. These standards were effective January 1, 1995, with a
non-enforcement period that ended August 1, 1995. The Company has adequate
offerings of engine product satisfying the 1995 CARB requirements.
Negotiations of the EPA Phase II standards are currently in process. It is not
currently possible to determine the compliance cost thereof nor the impact on
the competitive position of the Company.
Page 11
<PAGE> 12
TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Tecumseh Products Company was held on
April 26, 1995. 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 the management's nominees for directors as listed in the proxy statement
were elected with the following votes:
<TABLE>
<CAPTION>
Director Votes For Votes Withheld
-------- --------- --------------
<S> <C> <C>
Kenneth G. Herrick 5,133,618 55,943
Todd W. Herrick 5,158,768 30,793
John H. Foss 5,158,768 30,793
Peter M. Banks 5,156,907 32,654
Jon E. Barfield 5,158,027 31,534
J. Russell Fowler 5,157,382 32,179
John W. Gelder 5,138,068 51,493
Stephen L. Hickman 5,158,268 31,293
Edward C. Levy, Jr. 5,157,368 32,193
Dean E. Richardson 5,157,068 32,493
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) None.
(b) The Company did not file any reports on Form 8-K during the three
months ended June 30, 1995.
SIGNATURE
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:
TECUMSEH PRODUCTS COMPANY
(Registrant)
Dated: August 4, 1995 By: /s/ JOHN H. FOSS
------------------------- ------------------------------
John H. Foss
Vice President, Treasurer and
Chief Financial Officer
Page 12
<PAGE> 13
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 276,800
<SECURITIES> 0
<RECEIVABLES> 278,300
<ALLOWANCES> 6,600
<INVENTORY> 248,900
<CURRENT-ASSETS> 843,300
<PP&E> 843,000
<DEPRECIATION> 405,000
<TOTAL-ASSETS> 1,423,900
<CURRENT-LIABILITIES> 312,400
<BONDS> 0
<COMMON> 21,900
0
0
<OTHER-SE> 834,600
<TOTAL-LIABILITY-AND-EQUITY> 1,423,900
<SALES> 940,900
<TOTAL-REVENUES> 961,000
<CGS> 796,900
<TOTAL-COSTS> 796,900
<OTHER-EXPENSES> 100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,000
<INCOME-PRETAX> 112,200
<INCOME-TAX> 42,000
<INCOME-CONTINUING> 70,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70,200
<EPS-PRIMARY> 3.21
<EPS-DILUTED> 3.21
</TABLE>
