QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Page

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

1. FINANCIAL STATEMENTS

The consolidated balance sheet as of April 2, 2000 and the consolidated statements of earnings and cash flows for the nine months ended April 2, 2000 and March 28, 1999 have been prepared by us, without audit. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at April 2, 2000, and for all periods presented, have been made. The balance sheet at June 30, 1999 was condensed from the audited financial statements as of that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our June 30, 1999 Annual Report on Form 10-K. The results of operations for the period ended April 2, 2000 are not necessarily indicative of the operating results for the full year. Certain amounts in the prior year's quarterly financial statements have been reclassified to conform to the current presentation.

2. DIVESTITURES

On December 1, 1999, we disposed of substantially all of the assets and certain liabilities of our Dallas Aerospace subsidiary to United Technologies Inc. for approximately $57.0 million. No gain or loss was recognized from this transaction, as the proceeds received approximated the net carrying value of the assets. Approximately $37.0 million of the proceeds from this disposition will be used to reduce our term indebtedness.

On September 3, 1999, we completed the disposal of our Camloc Gas Springs division to a subsidiary of Arvin Industries Inc. for approximately $2.7 million. In addition, we received $2.4 million from Arvin Industries for a covenant not to compete. We recognized a $2.3 million nonrecurring gain from this disposition. We used the net proceeds from the disposition to reduce our indebtedness.

On July 29, 1999, we sold our 31.9% interest in Nacanco Paketleme to American National Can Group, Inc. for approximately $48.2 million. In the nine months ended April 2, 2000, we recognized a $25.7 million nonrecurring gain from this divestiture. We also agreed to provide consulting services over a three-year period, at an annual fee of approximately $1.5 million. We used the net proceeds from the disposition to reduce our indebtedness.

3. DISCONTINUED OPERATIONS

In 1998, we adopted a formal plan to dispose of Fairchild Technologies. Based on this plan, we have sold the Fairchild Technologies' businesses, including most of its intellectual property, through a series of transactions. On April 14, 1999, we disposed of Fairchild Technologies photoresist deep-ultraviolet track equipment machines, spare parts and testing equipment to Apex Co., Ltd. in exchange for 1,250,000 shares of Apex stock valued at approximately $5.1 million. On June 15, 1999, we received from Suess Microtec AG $7.9 million and the right to receive 350,000 shares of Suess Microtec stock, or at least approximately $3.5 million, by September 2000 in exchange for certain inventory, fixed assets, and intellectual property of Fairchild Technologies' semiconductor equipment group. On May 1, 1999, we sold Fairchild CDI for a nominal amount. In July 1999, we received approximately $7.1 million from Novellus Systems, Inc. in exchange for Fairchild Technologies' Low-K dielectric product line and certain intellectual property. On April 14, 2000, we completed the disposition of Fairchild Technologies' optical disc equipment group to Convac Technologies Ltd. for a nominal amount (See Note 12).

As of April 2, 2000, we have a remaining accrual of $4.4 million, net of an income tax benefit of $3.2 million, for our current estimate of the remaining losses in connection with the disposition of Fairchild Technologies' businesses when the Optical Disc Equipment Group was sold to Convac Technologies. While we believe that $4.4 million is a reasonable estimate of the remaining losses to be incurred from Fairchild Technologies, this estimate may prove to be inadequate.

4. PRO FORMA FINANCIAL STATEMENTS

The following table sets forth the derivation of the unaudited pro forma results, representing the impact of our acquisition of Kaynar Technologies (April 1999), our merger with Banner Aerospace (April 1999), and our dispositions of Dallas Aerospace (December 1999), Solair (December 1998) and the investment in Nacanco (July 1999), as if these transactions had occurred at the beginning of each of our fiscal periods. The pro forma information is based on the historical financial statements of these companies, giving effect to the aforementioned transactions. In preparing the pro forma data, certain assumptions and adjustments have been made which increase interest expense based on revised debt structures; increase goodwill amortization expense for the acquisition of Kaynar Technologies; and reduce minority interest as a result of our merger with Banner Aerospace. The unaudited pro forma information is not intended to be indicative of either future results of our operations or results that might have been achieved if these transactions had been in effect since the beginning of these fiscal periods.

<TABLE>

<CAPTION>

For the nine months ended:	April 2,	March 28,
	2000	1999
<S>	<C>	<C>
Net sales	$ 453,088	$ 516,574
Gross profit	117,465	138,264
Net earnings (loss)	(4,417)	22,033
Net earnings (loss), per basic share	$ (0.18)	$ 0.88
Net earnings (loss), per diluted share	$ (0.18)	$ 0.83

</TABLE>

5. EQUITY SECURITIES

We had 22,414,722 shares of Class A common stock and 2,621,652 shares of Class B common stock outstanding at April 2, 2000. Class A common stock is traded on both the New York and Pacific Stock Exchanges. There is no public market for the Class B common stock. The shares of Class A common stock are entitled to one vote per share and cannot be exchanged for shares of Class B common stock. The shares of Class B common stock are entitled to ten votes per share and can be exchanged, at any time, for shares of Class A common stock on a share-for-share basis. For the nine months ended April 2, 2000, 85,795 and 14,968 shares of Class A common stock were issued as a result of the exercise of stock options and the Special-T restricted stock plan, respectively. Under the terms of our acquisition of Special-T, we issued 44,079 restricted shares of our Class A common stock during the nine months ended April 2, 2000, as additional merger consideration. On February 23, 2000, we issued 63,300 restricted shares of Class A common stock as a result of a cashless exercise of 250,000 warrants. In addition, our Class A common stock outstanding was reduced as a result of 52,000 shares purchased by us during the first nine months of fiscal 2000, which are considered as treasury stock for accounting purposes.

During the nine months ended April 2, 2000, we issued 121,244 deferred compensation units pursuant to our stock option deferral plan, as a result of the exercise of 228,891 stock options. Each deferred compensation unit is represented by one share of our treasury stock and is convertible into one share of Class A common stock after a specified period of time.

6. RESTRICTED CASH

On April 2, 2000 and June 30, 1999, we had restricted cash of $52,987 and $15,752, respectively, all of which is maintained as collateral for certain debt facilities and escrow arrangements.

7. NEW TERM LOAN AGREEMENT

On March 23, 2000, we entered into a $30,750 term loan agreement with Morgan Guaranty Trust Company of New York. The loan is secured by all of the rental property of the Fairchild Airport Plaza shopping center located in Farmingdale, New York, including tenant leases and mortgage escrows. Borrowings under this agreement will mature on April 1, 2003, and bear interest at the rate of LIBOR plus 3.5% per annum. If our debt coverage ratio at any time reaches a threshold of 1.4 or greater, the interest rate will be reduced to LIBOR plus 3.1%. We may borrow up to an additional $19,250 at the same terms dependent on our ability to meet certain operating ratios on or before July 17, 2000.

In conjunction with this loan, we purchased an interest rate cap agreement for $183 from the lender, which provides for a maximum rate of interest of 11.625% and will mature on April 1, 2003. The cost of this agreement is being amortized as additional interest expense over the life of the loan.

8. EARNINGS PER SHARE

The following table illustrates the computation of basic and diluted earnings per share:

<TABLE>

<CAPTION>

	Three Months Ended				Nine Months Ended
	04/02/2000	03/28/1999		04/02/2000		03/28/1999
Basic earnings per share:
<S>	<C>	<C>		<C>		<C>
Earnings from continuing operations	$ 2,622	$ 20,383		$ 13,652		$ 12,746
Common shares outstanding	24,975	21,872		24,922		22,129
Basic earnings from continuing operations per share	$ 0.10	$ 0.93		$ 0.55		$ 0.58
Diluted earnings per share:
Earnings from continuing operations	$ 2,622	$ 20,383		$ 13,652		$ 12,746
Common shares outstanding	24,975	21,872		24,922		22,129
Options	138	208		214		128
Warrants	184	85		280		295
Total shares outstanding	25,297	22,165		25,416		22,552
Diluted earnings from continuing operations per share	$ 0.10	$ 0.92		$ 0.54		$ 0.57

</TABLE>

Stock options entitled to purchase 1,820,014 shares of Class A common stock were antidilutive and not included in the earnings per share calculation for the three and nine months ended April 2, 2000. These shares could be dilutive in subsequent periods.

9. RESTRUCTURING CHARGES

In the nine months ended April 2, 2000, we recorded $7.5 million of restructuring charges as a result of the continued integration of Kaynar Technologies into our aerospace fasteners segment. All of the charges recorded during the current nine months were a direct result of product and plant integration costs incurred as of April 2, 2000. These costs were classified as restructuring and were the direct result of formal plans to move equipment, close plants and to terminate employees. Such costs are nonrecurring in nature. Other than a reduction in our existing cost structure, none of the restructuring charges resulted in future increases in earnings or represented an accrual of future costs. As of April 2, 2000, the majority of the integration plans have been executed. During the next three months, we expect to incur additional restructuring charges for product integration costs at our aerospace fasteners segment. We anticipate that our integration process will be substantially complete by the end of fiscal 2000.

10. CONTINGENCIES

Government Claims

The Corporate Administrative Contracting Officer, based upon the advice of the United States Defense Contract Audit Agency, alleged that a former subsidiary of ours did not comply with Federal Acquisition Regulations and Cost Accounting Standards in accounting for (i) the 1985 reversion of certain assets of terminated defined benefit pension plans, and (ii) pension costs upon the closing of segments of our former subsidiary's business. In January 2000, we paid the government $1.1 million to settle these pension accounting issues.

Environmental Matters

Our operations are subject to stringent government imposed environmental laws and regulations concerning, among other things, the discharge of materials into the environment and the generation, handling, storage, transportation and disposal of waste and hazardous materials. To date, such laws and regulations have not had a material effect on our financial condition, results of operations, or net cash flows, although we have expended, and can be expected to expend in the future, significant amounts for the investigation of environmental conditions and installation of environmental control facilities, remediation of environmental conditions and other similar matters, particularly in our aerospace fasteners segment.

In connection with our plans to dispose of certain real estate, we must investigate environmental conditions and we may be required to take certain corrective action prior or pursuant to any such disposition. In addition, we have identified several areas of potential contamination related to other facilities owned, or previously owned, by us, that may require us either to take corrective action or to contribute to a clean-up. We are also a defendant in certain lawsuits and proceedings seeking to require us to pay for investigation or remediation of environmental matters and we have been alleged to be a potentially responsible party at various "superfund" sites. We believe that we have recorded adequate reserves in our financial statements to complete such investigation and take any necessary corrective actions or make any necessary contributions. No amounts have been recorded as due from third parties, including insurers, or set off against, any environmental liability, unless such parties are contractually obligated to contribute and are not disputing such liability.

As of April 2, 2000, the consolidated total of our recorded liabilities for environmental matters was approximately $9.3 million, which represented the estimated probable exposure for these matters. It is reasonably possible that our total exposure for these matters could be approximately $16.5 million.

Other Matters

On January 12, 1999, AlliedSignal asserted indemnification claims against us for $18.9 million, arising from the disposition of Banner Aerospace's hardware business to AlliedSignal. We believe that the amount of the claim is far in excess of any amount that AlliedSignal is entitled to recover from us.

We are involved in various other claims and lawsuits incidental to our business. We, either on our own or through our insurance carriers, are contesting these matters. In the opinion of management, the ultimate resolution of the legal proceedings, including those mentioned above, will not have a material adverse effect on our financial condition, future results of operations or net cash flows.

 

 

11. CONSOLIDATING FINANCIAL STATEMENTS

The following unaudited financial statements separately show The Fairchild Corporation and the subsidiaries of The Fairchild Corporation. These financial statements are provided to fulfill public reporting requirements and separately present guarantors of the 10 3/4% senior subordinated notes due 2009 issued by The Fairchild Corporation (the "Parent Company"). The guarantors are composed primarily of our domestic subsidiaries, excluding Fairchild Technologies, a real estate development venture, and certain other subsidiaries.

<TABLE>

<CAPTION>

CONSOLIDATING STATEMENTS OF EARNINGS
For the Nine Months Ended
April 2, 2000
	Parent Company	Guarantors	Non Guarantors	Eliminations	Fairchild Historical
<S>	<C>	<C>	<C>	<C>	<C>
Net Sales	$ -	$ 349,717	$ 126,853	$ (1,788)	$ 474,782
Costs and expenses
Cost of sales	-	263,174	91,875	(1,788)	353,261
Selling, general & administrative	3,861	66,859	18,169	-	88,889
Restructuring	-	7,456	-	-	7,456
Amortization of goodwill	385	8,040	765	-	9,190
	4,246	345,529	110,809	(1,788)	458,796
Operating income (loss)	(4,246)	4,188	16,044	-	15,986
Net interest expense	37,283	(8,568)	5,732	-	34,447
Investment (income) loss, net	(6)	(9,144)	-	-	(9,150)
Intercompany dividends	-	-	18,515	(18,515)	-
Nonreucrring income on
Disposition of subsidiary	-	(3,123)	(25,732)	-	(28,855)
Earnings (loss) before taxes	(41,523)	25,023	17,529	18,515	19,544
Income tax (provision) benefit	(4,476)	(137)	(809)	-	(5,422)
Equity in earnings of
affiliates and subsidiaries	59,651	-	-	(60,121)	(470)
Minority interest	-	-	-	-	-
Earnings (loss) from continuing operations	13,652	24,886	16,720	(41,606)	13,652
Earnings (loss) from disposal of discontinued operations	-	-	-	-	-
Net earnings (loss)	$ 13,652	$ 24,886	$ 16,720	$ (41,606)	$ 13,652

</TABLE>

<TABLE>

<CAPTION>

CONSOLIDATING BALANCE SHEET
April 2, 2000
	Parent Company	Guarantors	Non Guarantors	Eliminations	Fairchild Historical
<S>	<C>	<C>	<C>	<C>	<C>
Cash	$ 133	$ 67,932	$ 17,540	$ -	$ 85,605
Marketable securities	71	13,093	-	-	13,164
Accounts receivable (including intercompany),
less allowances	2,811	76,120	42,802	-	121,733
Inventory, net	-	137,786	47,091	-	184,877
Prepaid and other current assets	344	58,736	5,580	-	64,660
Net current assets of discontinued operations	-	-	-	-	-
Total current assets	3,359	353,667	113,013	-	470,039
Investment in Subsidiaries	946,237	-	-	(946,237)	-
Net fixed assets	523	138,907	42,442	-	181,872
Net assets held for sale	-	20,058	-	-	20,058
Investments in affiliates	945	9,297	-	-	10,242
Goodwill	5,175	391,014	33,055	-	429,244
Deferred loan costs	13,536	23	1,520	-	15,079
Prepaid pension assets	-	64,104	-	-	64,104
Real estate investment	-	-	108,859	-	108,859
Long-term investments	355	12,418	-	-	12,773
Other assets	18,305	(11,504)	572	-	7,373
Total assets	$ 988,435	$ 977,984	$ 299,461	$ (946,237)	$ 1,319,643
Bank notes payable & current maturities of debt	$ 2,250	$ 2,133	$ 24,818	$ -	$ 29,201
Accounts payable (including intercompany)	239	37,043	14,468	-	51,750
Other accrued expenses	(12,786)	110,265	21,114	-	118,593
Net current liabilities of discontinued operations	-	-	6,082	-	6,082
Total current liabilities	(10,297)	149,441	66,482	-	205,626
Long-term debt, less current maturities	445,650	8,241	35,690	-	489,581
Other long-term liabilities	405	17,259	6,681	-	24,345
Noncurrent income taxes	137,486	878	220	-	138,584
Retiree health care liabilities	-	41,722	4,529	-	46,251
Minority interest in subsidiaries	-	19	46	-	65
Total liabilities	573,244	217,560	113,648	-	904,452
Class A common stock	2,995	-	5,195	(5,184)	3,006
Class B common stock	262	-	-	-	262
Paid-in-capital	5,041	226,005	252,111	(252,111)	231,046
Retained earnings	482,678	535,929	(63,983)	(688,942)	265,682
Cumulative other comprehensive income	(764)	(1,022)	(7,510)	-	(9,296)
Treasury stock, at cost	(75,021)	(488)	-	-	(75,509)
Total stockholders' equity	415,191	760,424	185,813	(946,237)	415,191
Total liabilities & stockholders' equity	$ 988,435	$ 977,984	$ 299,461	$ (946,237)	$ 1,319,643

</TABLE>

<TABLE>

<CAPTION>

CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Nine Months Ended
April 2, 2000
	Parent Company	Guarantors	Non Guarantors	Eliminations	Fairchild Historical
Cash Flows from Operating Activities:
<S>	<C>	<C>	<C>	<C>	<C>
Net earnings (loss)	$13,652	$ 24,886	$ 16,720	$ (41,606)	$ 13,652
Depreciation and amortization	478	23,430	6,406	-	30,314
Amortization of deferred loan fees	894	2	6	-	902
Accretion of discount on long-term liabilities	-	2,845	-	-	2,845
(Gain) on sale of affiliate investment and divestiture of subsidiary	-	-	(28,854)	-	(28,854)
Undistributed loss (earnings) of affiliates	-	723	-	-	723
Change in assets and liabilities	20,001	(103,237)	(10,663)	41,606	(52,293)
Non-cash charges and working capital changes of discontinued operations	-	-	(12,535)	-	(12,535)
Net cash (used for) provided by operating activities	35,025	(51,351)	(28,920)	-	(45,246)
Cash Flows from Investing Activities:
Net proceeds from (used for) investments	-	13,571	-	-	13,571
Purchase of property, plant and equipment	(5)	(19,326)	(5,474)	-	(24,805)
Equity investment in affiliates	-	2,476)	-	-	(2,476)
Net proceeds from sale of affiliate investements and divestiture of subsidiaries	-	57,000	51,792	-	108,792
Real estate investment	-	-	(26,419)	-	(26,419)
Proceeds from net assets held for sale	-	4,672	-	-	4,672
Investing activities of discontinued operations	-	-	7,100	-	7,100
Net cash (used for) provided by investing activities	(5)	53,441	26,999	-	80,435
Cash Flows from Financing Activities:
Proceeds from issuance of debt	45,600	110,570	42,002	-	198,172
Debt repayment and repurchase of debentures (including intercompany), net	(80,800)	(86,049)	(34,604)	-	(201,453)
Issuance of Class A common stock	286	-	-	-	286
Purchase of treasury stock	-	(486)	-	-	(486)
Financing activities of discontinued operations	-	-	-	-	-
Net cash (used for) provided by financing activities	(34,914)	24,035	7,398	-	(3,481)
Effect of exchange rate changes on cash	-	14	(977)	-	(963)
Net change in cash and cash equivalents	106	26,139	4,500	-	30,745
Cash and cash equivalents, beginning of the year	27	41,793	13,040	-	54,860
Cash and cash equivalents, end of the year	$ 133	$ 67,932	$ 17,540	$ -	$ 85,605

</TABLE>

<TABLE>

<CAPTION>

CONSOLIDATING STATEMENTS OF EARNINGS
For the Nine Months Ended
March 28, 1999
	Parent Company	Guarantors	Non Guarantors	Eliminations	Fairchild Historical
<S>	<C>	<C>	<C>	<C>	<C>
Net Sales	$ -	$ 323,011	$ 123,631	$ (570)	$ 446,072
Costs and expenses
Cost of sales	-	265,769	91,249	(570)	356,448
Selling, general & administrative	3,412	58,715	19,895	-	82,022
Amortization of goodwill	184	3,159	659	-	4,002
	3,596	327,643	111,803	(570)	442,472
Operating income (loss)	(3,596)	(4,632)	11,828	-	3,600
Net interest expense	16,091	3,375	1,489	-	20,955
Investment (income) loss, net	-	(37,710)	-	-	(37,710)
Earnings (loss) before taxes	(19,687)	29,703	10,339	-	20,355
Income tax (provision) benefit	7,076	(10,678)	(3,714)	-	(7,316)
Equity in earnings of affiliates and subsidiaries	(3,517)	(284)	2,105	3,517	1,821
Minority interest	-	(2,090)	(24)	-	(2,114)
Earnings (loss) from continuing operations	(16,128)	16,651	8,706	3,517	12,746
Earnings (loss) from disposal of discontinued operations	-	-	(28,874)	-	(28,874)
Net earnings (loss)	$(16,128)	$ 16,651	$ (20,168)	$ 3,517	$ (16,128)

</TABLE>

 

<TABLE>

<CAPTION>

CONSOLIDATING BALANCE SHEET
June 30, 1999
		Parent Company	Guarantors	Non Guarantors	Eliminations	Fairchild Historical
<S>		<C>	<C>	<C>	<C>	<C>
Cash		$ 27	$ 41,793	$ 13,040	$ -	$ 54,860
Marketable securities		71	13,023	-	-	13,094
Accounts Receivable (including intercompany),less allowances		549	52,929	76,643	-	130,121
Inventory, net		(182)	145,080	45,341	-	190,239
Prepaid and other current assets		1,297	69,000	3,629	-	73,926
Total current assets		1,762	321,825	138,653	-	462,240
Investment in Subsidiaries		841,744	-	-	(841,744)	-
Net fixed assets		611	137,852	45,602	-	184,065
Net assets held for sale		-	21,245	-	-	21,245
Investments in affiliates		1,300	13,135	17,356	-	31,791
Goodwill		5,533	402,595	39,594	-	447,722
Deferred loan costs		13,029	26	22	-	13,077
Prepaid pension assets		-	63,958	-	-	63,958
Real estate investment		-	-	83,791	-	83,791
Long-term investments		-	15,844	-	-	15,844
Other assets		16,244	(11,865)	674	-	5,053
Total assets		$880,223	$ 964,615	$ 325,692	$ (841,744)	$ 1,328,786
Bank notes payable & current maturities of debt		$ 2,250	$ 2,548	$ 24,062	$ -	$ 28,860
Accounts payable (including intercompany)		972	12,824	58,475	-	72,271
Other accrued expenses		7,272	99,669	14,195	-	121,136
Net current liabilities of discontinued operations		-	-	10,999	-	10,999
Total current liabilities		10,494	115,041	107,731	-	233,266
Long-term debt, less current maturities		480,850	9,908	4,525	-	495,283
Other long-term liabilities		405	18,138	7,361	-	25,904
Noncurrent income taxes		(19,026)	140,749	238	-	121,961
Retiree health care liabilities		-	40,189	4,624	-	44,813
Minority interest in subsidiaries		-	9	50	-	59
Total liabilities		472,723	324,034	124,529	-	921,286
Class A common stock		2,775	200	5,085	(5,085)	2,975
Class B common stock		262	-	-	-	262
Paid-in-capital		2,138	226,900	263,058	(263,058)	229,038
Retained earnings		477,191	413,483	(65,043)	(573,601)	252,030
Cumulative other comprehensive income		(764)	(2)	(1,937)	-	(2,703)
Treasury stock, at cost		(74,102)	-	-	-	(74,102)
Total stockholders' equity		407,500	640,581	201,163	(841,744)	407,500
Total liabilities & stockholders' equity		$880,223	$ 964,615	$ 325,692	$ (841,744)	$ 1,328,786

</TABLE>

 

<TABLE>

<CAPTION>

CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Nine Months Ended
March 28, 1999
	Parent Company	Guarantors	Non Guarantors	Eliminations		Fairchild Historical
Cash Flows from Operating Activities:
<S>	<C>	<C>	<C>	<C>		<C>
Net earnings (loss)	$(16,128)	$ 16,651	$ (20,168)	$ 3,517		$ (16,128)
Depreciation and amortization	278	11,791	5,302	-		17,371
Amortization of deferred loan fees	888	-	-	-		888
Accretion of discount on long-term liabilities	-	3,854	-	-		3,854
Undistributed loss (earnings) of affiliates	-	488	2,888	-		3,376
Minority interest	-	1,364	750	-		2,114
Change in assets and liabilities	27,964	(48,047)	3,693	(3,517)		(19,907)
Non-cash charges and working capital changes of discontinued operations	-	-	12,445	-		12,445
Net cash (used for) provided by operating activities	13,002	(13,899)	4,910	-		4,013
Cash Flows from Investing Activities:
Net proceeds from (used for) investments	-	173,424	-	-		173,424
Purchase of property, plant and equipment	(37)	(10,361)	(8,296)	-		(18,694)
Net proceeds from divestiture of subsidiaries	-	60,397	-	-		60,397
Acquisition of subsidiaries, net of cash acquired	-	-	(3,940)	-		(3,940)
Proceeds from net assets held for sale	-	3,526	-	-		3,526
Real estate investment	-	-	(24,524)	-		(24,524)
Investing activities of discontinued operations	-	-	(542)	-		(542)
Other, net	-	283	-	-		283
Net cash (used for) provided by investing activities	(37)	227,269	(37,302)	-		189,930
Cash Flows from Financing Activities:
Proceeds from issuance of debt	17,000	63,127	-	-		80,127
Debt repayment and repurchase of debentures (including intercompany), net	(10,050)	(155,379)	29,860	-		(135,569)
Issuance of Class A common stock	154	(1)	-	-		153
Purchase of treasury stock	-	(22,101)	-	-		(22,101)
Financing activities of discontinued operations	-	-	30	-		30
Net cash (used for) provided by financing activities	7,104	(114,354)	29,890	-		(77,360)
Effect of exchange rate changes on cash	-	-	1,162	-		1,162
Net change in cash and cash equivalents	20,069	99,016	(1,340)	-		117,745
Cash and cash equivalents, beginning of the year	-	42,175	7,426	-		49,601
Cash and cash equivalents, end of the year	$ 20,069	$ 141,191	$ 6,086	$ -		$ 167,346

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12. SUBSEQUENT EVENTS