-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VVDt8ySX6txsJpiQb6l1HtggK2/oZo0MU3VYJA4dDQx7we+i1xKQSVsR2QqNGn09 yEJ2sE7eSCBxWEUEjMjGMw== 0001193125-07-177271.txt : 20070809 0001193125-07-177271.hdr.sgml : 20070809 20070809145005 ACCESSION NUMBER: 0001193125-07-177271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGGS & STRATTON CORP CENTRAL INDEX KEY: 0000014195 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 390182330 STATE OF INCORPORATION: WI FISCAL YEAR END: 0703 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01370 FILM NUMBER: 071039712 BUSINESS ADDRESS: STREET 1: 12301 W WIRTH ST CITY: WAUWATOSA STATE: WI ZIP: 53222 BUSINESS PHONE: 4142595333 MAIL ADDRESS: STREET 1: 12301 W WIRTH ST CITY: WAUWATOSA STATE: WI ZIP: 53222 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2007

 


BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Wisconsin   1-1370   39-0182330

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (414) 259-5333

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 9, 2007, Briggs & Stratton Corporation issued a press release announcing fiscal 2007 fourth quarter results in the press release furnished as Exhibit 99.1.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (a) Not applicable

 

  (b) Not applicable

 

  (c) Not applicable

 

  (d) Exhibits. The following exhibit is being furnished herewith:

 

99.1   Press Release dated August 9, 2007 announcing results for the fourth quarter of fiscal 2007.

 

2


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      

BRIGGS & STRATTON CORPORATION

       (Registrant)
Date: August 9, 2007      By:  

/s/ James E. Brenn

       James E. Brenn
       Senior Vice President and Chief Financial Officer Duly Authorized Officer

 

3


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Press Release dated August 9, 2007 announcing results for the fourth quarter of fiscal 2007.

 

4

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Investor Relations Contact:

James E. Brenn, Senior VP and Chief Financial Officer

(414) 259-5855

BRIGGS & STRATTON CORPORATION REPORTS RESULTS FOR THE FOURTH QUARTER AND TWELVE MONTHS OF FISCAL 2007 AND RECOGNIZES IMPAIRMENT RELATED TO PLANT RATIONALIZATION

MILWAUKEE, WI August 9, 2007/PR Newswire/-Briggs & Stratton Corporation (NYSE:BGG)

Briggs & Stratton today announced fiscal 2007 fourth quarter consolidated net sales of $678.9 million and consolidated net income of $16.3 million or $.32 per diluted share, that included a $7.9 million pretax ($4.8 million after tax or $0.09 per diluted share) write-down of assets associated with a plan to close its Port Washington, Wisconsin manufacturing facility by October, 2008. The fourth quarter of fiscal 2006 had consolidated net sales of $656.0 million and consolidated net income of $15.8 million, or $.31 per diluted share. The consolidated net sales increase of $22.9 million or 3.5% was due to a $77.6 million or 20% increase in the Engines Segment’s net sales offset by a $56.2 million or 17% decrease in the Power Products Segment’s net sales. Fourth quarter consolidated net income, excluding the write-down of assets, improved by over $5 million as compared to the prior year. The improvement is attributed to increased engine unit shipments offset by lower shipments of generator units and reduced fixed cost absorption due to lower production volumes.

For fiscal 2007, the Company had consolidated net sales of $2.16 billion and consolidated net income of $0.1 million or $0 per diluted share. For fiscal 2006, consolidated net sales were $2.54 billion, and consolidated net income was $102.3 million or $1.98 per diluted share. The $385.0 million or 15% decrease in consolidated net sales was due to reduced shipments of portable generators, decreases in engine unit shipments and reduced shipments of lawn and garden equipment caused primarily by unfavorable market conditions during the year. Fiscal 2007 consolidated net income decreased $102.2 million from the previous year. The fiscal 2007 net income included $26.2 million, after taxes, related to write-downs of assets associated with the announced rationalization of two manufacturing plants. In addition, net income decreased due to lower sales and production volumes in the Engines Segment and an unfavorable mix to smaller displacement, lower priced engines. Net income also decreased due to lower portable generator sales and production volumes as a result of fewer landed hurricanes in fiscal 2007 compared to fiscal 2006. These lower sales and production volumes were partially offset by reduced spending for engineering, selling and administrative expenses.

Engines:

Fiscal 2007 fourth quarter net sales were $462.4 million versus $384.8 million for the same period a year ago, an increase of $77.6 million or 20%. The increase in net sales was primarily the result of a 27% increase in engine unit shipments compared to the same period a year ago. We believe a portion of this increase was caused by timing of shipments to lawn and garden OEMs moving from our 2007 third fiscal quarter to our fourth fiscal quarter. Fiscal 2007 third quarter unit shipments had decreased 14% compared to the third quarter of fiscal 2006. This shift in the timing of engine shipments was the result of lawn and garden OEMs producing to retail demand and closely monitoring inventory levels in relation to that demand.

Net sales for fiscal 2007 were $1.45 billion versus $1.65 billion in the prior year, a decrease of $201.2 million or 12%. The primary reason for the decrease is due to a 66% reduction of engine shipments for portable generators caused by a lack of events, such as hurricanes, that cause power outages. The remainder of the decrease is due to lower demand for engine powered lawn and garden equipment in the U.S. along with a smaller market share in Europe. Unfavorable weather conditions and various economic factors contributed to difficult market conditions for lawn and garden products. Pricing improvements and the impact of favorable Euro exchange rates in fiscal 2007 were almost entirely offset by an unfavorable mix shift to smaller displacement, lower priced engines.

Income from operations for the fourth quarter of fiscal 2007 was $20.7 million, up $4.2 million from $16.5 million during the same period in the prior year. The favorable impact from the increase in engine unit shipments was offset by the unfavorable mix shift discussed above, reduced fixed cost absorption of approximately $12.0 million as a result of reducing units produced by 22%, increased raw material costs and increased spending related to our engine plant in Ostrava, Czech Republic which opened in December 2006. In addition, fiscal 2006 included gains of $6.1 million associated with certain asset sales that were not recurring in fiscal 2007. Engineering, selling and administrative expenses were lower than the prior year by $11.3 million, primarily due to planned reductions in these costs including reduced salaries and benefits, and lower legal and professional fees between years.


Income from operations for fiscal 2007 was $15.5 million, down $134.3 million from $149.8 million in fiscal 2006. Approximately $33.9 million of the decline is attributable to expense incurred with the write-down of assets primarily associated with the rationalization of a major operating plant in the United States. The balance of the reduction resulted primarily from lower sales and production volumes, and increased costs for raw materials. Lower unit sales negatively impacted fiscal 2007 income from operations by approximately $70.0 million. Pricing improvements and the impact of favorable Euro exchange rates in fiscal 2007 were almost entirely offset by an unfavorable mix shift to smaller displacement, lower priced engines. Raw material cost increases primarily related to aluminum, steel, and zinc also negatively impacted operating earnings. Engine production volumes decreased 18.9% in fiscal 2007 compared to fiscal 2006 reducing fixed cost absorption by approximately $45.0 million. In addition, fiscal 2006 included gains of approximately $12.2 million associated with certain asset sales that were not recurring in fiscal 2007. Engineering, selling and administrative expenses were lower by $40.0 million in fiscal 2007, primarily due to planned reductions in these costs as described above.

Power Products:

Fiscal 2007 fourth quarter net sales were $284.3 million versus $340.5 million from the same period a year ago, a decrease of $56.2 million. Approximately $16.0 million of the decrease was the result of the anticipated reduction of Murray branded lawn and garden product sold to retailers. The remainder of the net sales decrease was due to a 70% reduction of portable generator unit shipments because of lower pre-hurricane season generator sales both at wholesale and retail, given the lack of hurricane activity over the past 12 months. These sales decreases were partially offset by a 94% increase in pressure washer units shipped in the fourth quarter of 2007 compared to the same period in the prior year resulting from strong consumer demand during the spring selling season.

Net sales for fiscal 2007 were $890.4 million versus $1.19 billion in the prior year, a $295.6 million decrease. Approximately $113.0 million of the decrease was the result of the anticipated reduction of Murray branded lawn and garden product sold to retailers. The remainder of the net sales decrease was due to a 58% reduction of portable generator unit shipments because of no landed hurricane activity in fiscal 2007 and lower pre-hurricane season sales. These sales decreases were partially offset by an increase in pressure washer unit shipments compared to the same period in the prior year and the new introduction of air compressor and home standby generator products.

Income from operations was $1.6 million in the fourth quarter of fiscal 2007, a decrease of $7.8 million from the same period a year ago. Approximately $7.9 million of the decrease is related to the write-down of assets associated with a plan to close the Port Washington manufacturing facility by October 2008. Higher sales and production volumes of pressure washers, along with the fact that fiscal 2006 included expenses associated with the liquidation of assets acquired from Murray, Inc. that were not recurring in fiscal 2007, improved income from operations, but were offset by lower unit sales and production volumes of portable generators. Engineering, selling and administrative expenses decreased approximately $0.6 million from the previous year due to planned reductions.

Income from operations for fiscal 2007 was $6.4 million, a decrease of $23.2 million from the same period a year ago. Approximately $7.9 million of the decrease is related to the write-down of assets associated with a plan to close the Port Washington manufacturing facility by October 2008. Significantly lower unit sales and production volumes of portable generators were primarily responsible for the remainder of the decrease. The fiscal 2006 expenses associated with the liquidation of assets acquired from Murray, Inc. that were not recurring in fiscal 2007, the benefit from higher sales and production volumes of pressure washers and engineering, selling and administrative expenses that decreased approximately $8.1 million from the previous year due to planned reductions partially offset a portion of the generator impact.

General:

Fourth quarter 2007 other income increased $1.2 million over the same period in the prior year, but the full fiscal year decreased $3.7 million from the prior year. The decrease in other income for the full fiscal year is due to the timing of certain dividends received as well as changes in the Company’s portion of earnings at its joint venture investments. The effective tax rate is -4.7% for the fourth quarter and 102.0% for fiscal 2007 versus the prior year’s fourth quarter and full year rates of 30.6% and 32.8%, respectively. The effective tax rates result primarily from our ability to tax benefit financial expenses including state taxes, to exclude from taxable income a portion of the distributions received from investments and the benefit from the research credit and the production activities deduction.

During the fourth quarter, the Company did not repurchase any outstanding common shares. During the fourth quarter of fiscal 2006, the company initiated repurchases of $8.4 million. The Company has repurchased a total of $48.2 million of the $120 million share repurchase program authorized by the board of directors in fiscal 2007. The timing and amount of future share repurchases will be dependent upon certain governing loan covenants.

Revolving Credit Facility Extended:

At the end of fiscal 2007, the Company had no borrowings outstanding under its $350 million revolving credit facility that was to expire in May 2009. On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement (“Revolver”) provides a revolving credit facility for up


to $500 million in revolving loans, including up to $25 million in swing-line loans. The Company will use proceeds of the Revolver to, among other things; pay off amounts outstanding under the Company’s Term Loan Agreement dated February 11, 2005 with various financial institutions. The Revolver has a term of five years and all outstanding borrowings on the Revolver will be due and payable on July 12, 2012. The Revolver contains covenants that the Company considers usual and customary for an agreement of this type, including a Maximum Total Leverage Ratio and Minimum Interest Coverage Ratio, but does not contain a Minimum Net Worth Covenant. Certain of the Company’s subsidiaries are required to be guarantors of the Company’s obligations under the Revolver. At any time during the term of the Revolver, the Company may, so long as no event of default has occurred and is continuing and certain other conditions are satisfied, elect to increase the maximum amount available under the Revolver from $500 million by up to an amount not to exceed $250 million through, at the Company’s election, increases of commitments by existing lenders and/or the addition of new lenders.

Outlook:

For fiscal 2008, the Company projects that net income will be in the range of $60 to $70 million or $1.18 to $1.38 per diluted share. The estimate is based on the assumption that consolidated net sales will grow 9% to 10% between years primarily due to volume in the Engines Segment. The estimate assumes that there will be no hurricane activity in fiscal 2008. Operating income margins are projected to be in the range of 5.1% to 5.7%, and interest expense and other income are forecasted at $44 million and $11 million, respectively. The effective tax rate for the full year is projected to be 30% to 32%.

The Company will host a conference call today at 10:00 AM (EDT) to review this information. A live web cast of the conference call will be available on our corporate website: http://www.briggsandstratton.com/shareholders. Also available is a dial-in number to access the call real-time at (866) 814-1912. A replay will be offered beginning approximately two hours after the call ends and will be available for one week. Dial (888) 266-2081 to access the replay. The pass code will be 1115508.

This release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “may”, “objective”, “plan”, “project”, “seek”, “think”, “will”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, the ability to successfully forecast demand for our products and appropriately adjust our manufacturing and inventory levels; changes in our operating expenses; changes in interest rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; the seasonal nature of our business; changes in laws and regulations, including environmental, tax, pension funding and accounting standards; work stoppages or other consequences of any deterioration in our employee relations; work stoppages by other unions that affect the ability of suppliers or customers to manufacture; acts of war or terrorism that may disrupt our business operations or those of our customers and suppliers; changes in customer and OEM demand; changes in prices of raw materials and parts that we purchase; changes in domestic economic conditions, including housing starts and changes in consumer disposable income; changes in foreign economic conditions, including currency rate fluctuations; the actions of customers of our OEM customers; the ability to bring new productive capacity on line efficiently and with good quality; the ability to successfully realize the maximum market value of assets that may require disposal if products or production methods change; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; and other factors that may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K and in its periodic reports on Form 10-Q. Some or all of the factors may be beyond our control. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Consolidated Statements of Earnings for the Fiscal Periods Ended June

(In Thousands, except per share data)

(Unaudited)

 

     Fourth Quarter     Twelve Months  
     2007     2006     2007     2006  

NET SALES

   $ 678,872     $ 655,955     $ 2,157,233     $ 2,542,171  

COST OF GOODS SOLD

     580,771       543,864       1,827,013       2,050,487  

IMPAIRMENT CHARGE

     7,907       —         43,088       —    
                                

Gross Profit on Sales

     90,194       112,091       287,132       491,684  

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     70,133       83,976       265,596       315,718  
                                

Income from Operations

     20,061       28,115       21,536       175,966  

INTEREST EXPENSE

     (10,137 )     (9,865 )     (43,691 )     (42,091 )

OTHER INCOME, Net

     5,660       4,496       14,836       18,491  
                                

Income (Loss) before Provision (Credit) for Income Taxes

     15,584       22,746       (7,319 )     152,366  

PROVISION (CREDIT) FOR INCOME TAXES

     (740 )     6,953       (7,465 )     50,020  
                                

Net Income

   $ 16,324     $ 15,793     $ 146     $ 102,346  
                                

Average Shares Outstanding

     50,607       51,353       49,715       51,479  
                                

BASIC EARNINGS PER SHARE

   $ 0.32     $ 0.31     $ 0.00     $ 1.99  
                                

Diluted Average Shares Outstanding

     50,816       51,417       49,827       51,594  
                                

DILUTED EARNINGS PER SHARE

   $ 0.32     $ 0.31     $ 0.00     $ 1.98  
                                

Segment Information

(In Thousands)

(Unaudited)

 

     Fourth Quarter     Twelve Months  
     2007     2006     2007     2006  

NET SALES:

        

Engines

   $ 462,370     $ 384,790     $ 1,447,051     $ 1,648,224  

Power Products

     284,324       340,539       890,376       1,186,025  

Inter-Segment Eliminations

     (67,822 )     (69,374 )     (180,194 )     (292,078 )
                                

Total *

   $ 678,872     $ 655,955     $ 2,157,233     $ 2,542,171  
                                

*  Includes sales originating in foreign countries of

   $ 48,399     $ 43,099     $ 196,762     $ 189,161  

GROSS PROFIT ON SALES:

        

Engines

   $ 73,208     $ 80,132     $ 208,444     $ 381,932  

Power Products

     21,013       29,715       80,759       113,166  

Inter-Segment Eliminations

     (4,027 )     2,244       (2,071 )     (3,414 )
                                

Total

   $ 90,194     $ 112,091     $ 287,132     $ 491,684  
                                

INCOME FROM OPERATIONS:

        

Engines

   $ 20,694     $ 16,485     $ 15,493     $ 149,760  

Power Products

     1,638       9,386       6,358       29,620  

Inter-Segment Eliminations

     (2,271 )     2,244       (315 )     (3,414 )
                                

Total

   $ 20,061     $ 28,115     $ 21,536     $ 175,966  
                                


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets as of the End of Fiscal June

(In Thousands)

(Unaudited)

 

     2007     2006  

CURRENT ASSETS:

    

Cash and Cash Equivalents

   $ 29,469     $ 95,091  

Accounts Receivable, Net

     327,475       273,502  

Inventories

     552,782       562,015  

Deferred Income Tax Asset

     55,520       58,024  

Other

     30,547       43,020  
                

Total Current Assets

     995,793       1,031,652  
                

OTHER ASSETS:

    

Goodwill

     250,107       251,885  

Investments

     47,326       48,917  

Prepaid Pension

     103,247       75,789  

Deferred Loan Costs, Net

     3,135       4,308  

Other Intangible Assets, Net

     92,556       94,596  

Other Long-Term Assets, Net

     6,686       6,765  
                

Total Other Assets

     503,057       482,260  
                

PLANT AND EQUIPMENT:

    

At Cost

     1,006,402       1,008,164  

Less—Accumulated Depreciation

     618,084       577,876  
                

Plant and Equipment, Net

     388,318       430,288  
                
   $ 1,887,168     $ 1,944,200  
                

CURRENT LIABILITIES:

    

Accounts Payable

   $ 179,476     $ 161,291  

Short-Term Borrowings

     3,000       3,474  

Current Maturity on Long-Term Debt

     116,139       —    

Accrued Liabilities

     170,555       157,703  
                

Total Current Liabilities

     469,170       322,468  
                

OTHER LIABILITIES:

    

Deferred Income Tax Liability

     37,300       102,862  

Accrued Pension Cost

     39,438       25,587  

Accrued Employee Benefits

     20,072       16,267  

Accrued Postretirement Health Care Obligation

     186,868       84,136  

Other Long-Term Liabilities

     20,357       22,350  

Long-Term Debt

     267,909       383,324  
                

Total Other Liabilities

     571,944       634,526  
                

SHAREHOLDERS' INVESTMENT:

    

Common Stock and Additional Paid-in Capital

     73,728       65,705  

Retained Earnings

     1,042,673       1,086,397  

Accumulated Other Comprehensive Income (Loss)

     (56,510 )     4,960  

Treasury Stock, at Cost

     (213,837 )     (169,856 )
                

Total Shareholders' Investment

     846,054       987,206  
                
   $ 1,887,168     $ 1,944,200  
                


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

 

     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net Income

   $ 146     $ 102,346  

Depreciation and Amortization

     74,314       77,234  

Stock Compensation Expense

     8,484       9,999  

Impairment Items

     43,088       —    

(Gain) Loss on Disposition of Plant and Equipment

     2,939       (11,139 )

Provision for Deferred Income Taxes

     (21,513 )     (10,438 )

(Increase) Decrease in Accounts Receivable

     (53,972 )     87,284  

(Increase) Decrease in Inventories

     7,732       (92,350 )

(Increase) Decrease in Other Current Assets

     11,558       (12,302 )

Increase (Decrease) in Accounts Payable and Accrued Liabilities

     16,532       (7,695 )

Other, Net

     (1,355 )     11,669  
                

Net Cash Provided by Operating Activities

     87,953       154,608  

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Additions to Plant and Equipment

     (68,000 )     (69,518 )

Proceeds Received on Disposition of Plant and Equipment

     599       11,518  

Investment in Joint Venture

     —         (900 )

Refund of Cash Paid for Acquisition

     —         6,347  

Loan Receivable

     —         (2,500 )
                

Net Cash Used in Investing Activities

     (67,401 )     (55,053 )

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Net Payments on Loans and Notes Payable

     (473 )     (100,794 )

Dividends

     (43,984 )     (45,279 )

Stock Option Exercise Proceeds and Tax Benefits

     3,694       12,457  

Treasury Stock Purchases

     (48,232 )     (34,919 )
                

Net Cash Used in Financing Activities

     (88,995 )     (168,535 )

EFFECT OF EXCHANGE RATE CHANGES

     2,821       2,498  
                

NET DECREASE IN CASH AND CASH EQUIVALENTS

   $ (65,622 )   $ (66,482 )
                

CASH AND CASH EQUIVALENTS, Beginning

   $ 95,091     $ 161,573  
                

CASH AND CASH EQUIVALENTS, Ending

   $ 29,469     $ 95,091  
                
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