ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands of dollars)
(Unaudited)

See notes to the consolidated condensed financial statements.

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands of dollars, except per share data)
(Unaudited)

See notes to the consolidated condensed financial statements.

ALPHARMA INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(In thousands of dollars)
(Unaudited)

See notes to the consolidated condensed financial statements.

1. General

     At June 30, 2003, the Company has stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No employee compensation cost is reflected in net income for stock options, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. Compensation cost for restricted stock is recorded based on the market value on the date of grant. The fair value of restricted stock is charged to unearned compensation in Stockholders' Equity and amortized to expense over the requisite vesting periods. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation.

     The Company estimated the fair value, as of the date of grant, of options outstanding in the plan using the Black-Scholes option pricing model with the following assumptions:

     The risk-free interest rates for 2003 and 2002 were based upon U.S. Treasury instrument rates with maturity approximating the expected term. The weighted average interest rate for the three months ended June 30, 2003 and 2002 amounted to 2.6% and 4.4%, respectively. The weighted average interest rate for the six months ended June 30, 2003 and 2002 amounted to 2.7% and 4.5%, respectively. The weighted average fair value of options granted during the three months ended June 30, 2003 and 2002 with exercise prices equal to fair market value on the date of grant was $9.22 and $7.02, respectively. The weighted average fair value of options granted during the six months ended June 30, 2003 and 2002 with exercise prices equal to fair market value on the date of grant was $8.82 and $9.01, respectively.

        During 2002, the FDA conducted reviews of the Company's Baltimore and Elizabeth manufacturing facilities. In connection with these reviews, the Company was issued several comments included in Form 483's issued by the FDA. As a result, the Company has responded to the FDA and is implementing an extensive remediation plan. The Company originally estimated that remediation costs incurred at its Baltimore site would total $30 million over 18-20 months, and costs incurred at its Elizabeth site would be $8 million in 2003. A total of $23 million in costs was expected to impact 2003. These estimates included both external spending on consultants and additional quality and manufacturing personnel to comply with cGMP requirements. Year-to-date 2003 costs amount to $19.3 million, of which $11.8 million relates to external consultants (see Footnote 10 for further details).

      The current estimated cost for full year 2003 is $36 million of which $18 million relates to external consultants. The increased costs from original estimates are largely due to the need for more extensive work in Baltimore following the completion by the company of a systems assessment, and the acceleration of certain remediation efforts in Elizabeth from year-end 2003 to the third quarter of 2003. The Company is preparing for possible FDA re-inspections of both its Baltimore and Elizabeth facilities before the end of 2003. The Company expects to substantially complete remediation in Elizabeth in 2003 and in Baltimore in 2004.

      Approximately half of the estimated full year 2003 costs are the result of increased internal resources with the remainder relating to external consultants. The additional internal staffing levels are necessary to support the Company's commitment to FDA compliance and are expected to continue beyond the remediation period. External consulting costs declined sequentially in the first and second quarters of 2003 and are expected to continue to decline throughout the year.

      The total cost and timing of the remediation plan may continue to change based upon the FDA responses. Furthermore, additional assessments performed by the Company pursuant to either or both of the plans or in response to FDA comments may lead to either additional expense, additional capital expenditure for plant improvements, product recalls or revenue reduction related to further decreases in production levels. The Company's 2003 operating profit forecast assumes corrective actions and production levels at the two USHP plants consistent with its expectations based upon presently known facts and circumstances. Significant deviation from the Company's remediation plan could significantly impact the Company's ability to comply with the 2003 covenants. The Company believes it has the ability to further reduce operating or capital expenditures and sufficient sources of funds such that debt could be further reduced if additional actions become necessary t o comply with the covenants. The Company continues to review options, including asset sales and organizational and business structure changes to reduce its cost and investment base and improve profitability and cash flow. Certain of these actions may require the consent of the parties to the credit facility.

     Included at June 30, 2003 and December 31, 2002 are raw materials totaling approximately $4,422 related to a product which is subject to regulatory approval and litigation (see Note 10).

     Inventories stated at the lower of cost or market value. Effective January 1, 2003, the Company changed from the last-in first-out (LIFO) method to the first-in first-out (FIFO) method to account for certain of its United States USHP inventories. The method was changed in part to achieve a better matching of revenues and expenses. While a change from the LIFO method to the FIFO methods requires retroactive application to the financial statements, the change was not material to the consolidated financial statements of the Company for any of the periods presented as the inventory values computed under the LIFO method approximated the inventory values computed under the FIFO method. The FIFO method, or methods that approximate FIFO, are now used to determine cost for all inventories of the Company.

4.      Long-Term Debt

Long-term debt consists of the following:

      The 2001 Credit Facility has several financial covenants including a total debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") ratio, senior secured debt to EBITDA ratio, fixed charge coverage ratio and an interest coverage ratio (see Note 2).

      In addition to financial covenants, the 2001 Credit Agreement has a number of non-financial covenants. These non-financial covenants include a requirement that control over the Company not be transferred from an entity controlled by E.W. Sissener, the Chairman of the Company, or his family, if as a result or at anytime after such transfer a third party holds shares representing 20% or more of the voting rights in the Company. AL Industrier ("ALI"), an entity controlled by Mr. Sissener and his family, currently controls the Company by beneficial ownership of all of the Company's Class B shares which carries the right to elect a majority of the Company's directors. Until June of 2003, when ALI repaid certain of its bank indebtedness, ALI's lenders held a security interest in certain ALI subsidiaries which, if foreclosed upon, could have resulted in the lenders ownership of the Class B shares of the Company and a change in control of the Company. The continuation of ALI's con trol of the Company remains subject to the unilateral actions of ALI.

      In accordance with Financial Accounting Standard No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections", the Company has reclassified amounts recorded as extraordinary expense for the early extinguishment of debt of $727 ($443 after tax) in the first quarter of 2002 to Loss on debt extinguishments/conversions.

     In April 2003, in connection with the offering of the 8 5/8% Senior Notes, the Company amended the 2001 Credit Facility to exclude from the definition of EBITDA costs incurred in connection with the issuance of the 8 5/8% Notes, including the placement fee, to permit the 8 5/8% Notes to be an unsecured senior debt obligation of the Company and to change the senior debt to EBITDA covenant to a senior secured debt to EBITDA covenant.

      A reconciliation of weighted average shares outstanding for basic to diluted weighted average shares outstanding is as follows:

      The amount of dilution attributable to the stock options, determined by the treasury stock method, depends on the average market price of the Company's common stock for each period. Stock options are not included in the calculation of diluted EPS if the result is antidilutive. The following table summarizes stock options not included in the computation of diluted EPS.

     For the three and six months ended June 30, 2003, the effects of the 05 and 06 Notes (convertible into 1,196,310 and 3,809,343 shares, respectively) were not included in the calculation of diluted EPS because the result was antidilutive.

      The numerator for the calculation of basic EPS is net income (loss) for all periods. The numerator for the calculation of diluted EPS includes an add back for interest expense and debt cost amortization, net of income tax effects, related to the 05 and 06 Notes when applicable.

      A reconciliation of net income (loss) used for basic to diluted EPS is as follows:

6.   Goodwill and Intangible Assets:

     Intangible assets consist principally of products rights, including regulatory and/or marketing approvals by relevant government authorities. All intangible assets are subject to amortization. Annual amortization expense for the years 2003 through 2007 is currently estimated to be approximately $33,200, $32,800, $30,500, $27,200 and $26,900, respectively.

      Identifiable intangible assets are required to be tested for impairment whenever changes in events or circumstances indicate that its carrying amount may not be recoverable. In Germany, in 2003 there was a legislative proposal under consideration, which if adopted, would have removed certain products from eligibility for government patient reimbursement, including one product important to the Company's German operations, Pentalong. In July, 2003 this proposal was withdrawn. However, other healthcare reforms are under consideration which could potentially impact Pentalong. If any proposed legislation is ultimately approved that removes Pentalong from eligibility for reimbursement, the Company will be required to re-evaluate the carrying value of intangible assets totaling approximately $17,000. The Company cannot predict whether any such legislation will be introduced or approved.

     Intangible assets and accumulated amortization are summarized as follows:

      In connection with the potential sale of its French subsidiary (see Note 15), the Company reassessed the carrying value of the associated long-lived assets (principally intangibles) at June 30, 2003. The probability-weighted cash flows, which included the proceeds from the potential sale and the cash flows expected from continuing operations, did not result in any impairment as of June 30, 2003.

     The changes in the carrying amount of goodwill attributable to the Company's reportable segments for the quarter ended June 30, 2003, are as follows:

     As required in the fourth quarter of 2002, the Company performed the required annual test for impairment. The assessment was made in conjunction with the budgeting and long-range planning by each segment. This assessment will be conducted as required in the fourth quarter of 2003 or earlier, if interim events or circumstances warrant.

7.      Reorganization, Refocus and other Actions

     The following table presents cash activity in the severance, and closure and exit costs related accruals:

8.      Supplemental Data

9.      Reporting Comprehensive Income

      SFAS 130, "Reporting Comprehensive Income" requires foreign currency translation adjustments and certain other items to be included in other comprehensive income (loss). Total comprehensive income (loss) amounted to approximately $38,755 and $72,512 for the three months ended June 30, 2003 and 2002, respectively and $43,776 and $36,561 for the six months ended June 30, 2003 and 2002, respectively.

      The components of accumulated other comprehensive income (loss) for the Company include:

10.      Contingent Liabilities and Litigation

     A class action lawsuit was filed in the United States District Court for the District of New Jersey on June 8, 2001. This class action has been brought on behalf of all persons who acquired the Company's securities between April 28, 1999 and October 30, 2000. The Company is named as a defendant along with two of its board members, one of whom is an officer, and two of its former officers. The class action complaint alleges that, among other things, the plaintiffs were damaged when they acquired the Company's securities because, as a result of (1) alleged irregularities in the Company's Animal Health business in Brazil, (2) allegedly improper revenue recognition practices and (3) the October 2000 revision of its financial results for 1999 and 2000, the Company's previously issued financial statements were materially false and misleading, thereby artificially inflating the price of the Company's securities. The complaint alleges violations of Sections 10(b), 20(a ) and Rule 10b-5 of the Securities and Exchange Act of 1934. The plaintiffs seek damages in unspecified amounts. The Company moved to dismiss the complaint on legal grounds and the District Court granted its motion with prejudice as to all defendants. The plaintiffs filed a motion for reconsideration with the District Court and the District Court affirmed its earlier dismissal. The plaintiffs have appealed the Court's decision to the Third Circuit Court of Appeals. The Company is awaiting a decision on this appeal. Additionally, the Company has filed a claim on its own behalf and on behalf of each of the named individual defendants under its directors' and officers' insurance policies and believes that insurance coverage exists to the extent of the policy limits for the costs incurred in defending the claims and any adverse judgment or settlement, subject to the terms, conditions and exclusions of the relevant insurance policy. Based upon the facts as presently known, the Company does not believe that it is likely that the class action will result in liability which will be material to the Company's financial position. However, it is not possible for the Company to conclude definitively that resolution of the lawsuit will not be material to the Company's financial position or its results of operations or cash flows in the quarter or year in which it occurs.

     In response to the Company's submission to the FDA of its ANDAs filed under paragraph IV for gabapentin capsules and tablets, the Company was sued on June 11, 1998 with respect to capsules and on December 12, 1999 with respect to tablets, by Warner-Lambert Company, which is now owned by Pfizer Inc., in the U.S. District Court for the District of New Jersey for alleged patent infringement under two U.S. patents. The ANDAs submitted seek FDA approval to market the Company's gabapentin capsules and tablets prior to the expiration of Pfizer's patents. In the Company's ANDAs, the Company certified to Pfizer and the FDA that its proposed generic gabapentin capsules and tablets will not infringe the patents and that the patents are believed to be invalid or unenforceable. In June 2003, the New Jersey District Court granted summary judgement of non-infringement for these two patents. The decisions on these patents have not yet been appealed. During the lawsuits regarding gabapenti n tablets and capsules, Pfizer received a third patent covering a gabapentin formulation with low chloride levels. After learning of this patent, the Company certified to the FDA under paragraph IV that the Company's proposed gabapentin capsule and tablet, as disclosed in its previously filed ANDAs, do not infringe this patent and this patent is invalid or unenforceable. In June 2000, Pfizer sued the Company in the District Court for the District of New Jersey for patent infringement under this patent. The Company submitted to the court a motion for summary judgment that neither the capsule nor tablet product infringes this patent. The Company has also filed several summary judgment motions for invalidity of this third patent. These motions are under consideration by the Court and have not yet been ruled on. Discovery has closed and a pre-trial conference was held on April 24, 2003. No trial date has been set.

     Should the Company be permitted to market gabapentin prior to the expiration of the Pfizer patents, it expects to apply to the FDA for access to the 180 day period of generic marketing exclusivity, which is generally awarded to the generic competitor who is first in time to file a paragraph IV certification against the relevant patents of the innovator. In August 2002, the Company sued the FDA in the U.S. District Court for the District of Columbia to clarify its rights to exclusivity and for a ruling that it properly submitted a statement of inapplicable use to one of the Orange Book listed patents. In December 2002, the court ruled that the Company's statement of inapplicable use was appropriate. This court decision is currently on appeal. The court deferred to the FDA to decide the impact of the court's ruling on the subject of exclusivity. On January 28, 2003, the Company received confirmation from the FDA that it has secured eligibility for 180 day marke t exclusivity on gabapentin 100 mg, 300 mg and 400 mg capsules. Exclusivity for this product will be triggered by the earlier of either the Company's commercial marketing of gabapentin or a court decision that finds the relevant Pfizer patent invalid or not infringed. While the FDA ruling does not address the tablet form of gabapentin, the Company expects the FDA position on market exclusivity for the 600 mg and 800 mg gabapentin tablets to be consistent with its position on capsules. The FDA's ruling is a significant positive event for the Company. A court action would be required to overrule the FDA's decision and for the Company to lose its eligibility for 180 day market exclusivity. On February 14, 2003, Torpharm, a competitor with an ANDA for gabapentin capsules, filed a lawsuit against the FDA in the U.S. District Court for the District of Columbia seeking final approval for its gabapentin capsules ANDA and abolition of the Company's eligibility for the 180 day exclusivity period. The Company intervened in the lawsuit seeking to maintain its right to exclusivity. On April 25, 2003, the Court ruled in favor of the Company that the Company is eligible for 180 days of exclusivity. This decision is also on appeal. While the Court ruling does not address the tablet form of gabapentin, the Company expects to be eligible for 180 days of exclusivity on the 600 mg and 800 mg gabapentin tablets. However, the Company can give no assurance that it will ultimately benefit from an exclusivity period.

     In anticipation of the launch of gabapentin, the Company entered into a supply agreement with the manufacturer of the active pharmaceutical ingredient (the "API") of gabapentin under which the Company has acquired API inventory. The terms of the Company's agreement with the API supplier will require the payment to the supplier of a portion of the Company's net sales of finished dose gabapentin product during any period of exclusivity ("Net Sales Split"). As of June 30, 2003, the Company had paid $4,422 in partial payment of inventory on hand. The Company has made an additional payment of $4,422 for on hand inventory in July 2003 and will make a third payment of $8,225 in July 2004. A further payment of $8,225 will be due only upon final FDA approval of the Company's marketing authorization for gabapentin. All of these payments reduce the Net Sales Split on a dollar for dollar basis. The Company cannot predict the outcome of the gabapentin litigation; however, in the ev ent of an unfavorable outcome, or other factors preventing the Company from selling the finished product, the Company will reassess the net realizable value of the API inventory, and may incur a charge to write-down API inventory on hand to its net realizable value and record any required payments under the supply agreement. The maximum charge could be approximately $25,000 based on inventory currently on hand and related obligations. The Company has no present obligation to purchase additional API inventory.

     The Company is engaged in disputes with several suppliers, customers and distributors regarding certain obligations with respect to contracts under which the Company obtains raw materials and under which the Company supplies finished products. These disputes will most probably be resolved over more than one year. However, management does not believe that the disputes in the aggregate will be material to the Company's financial position. However, they could be material to the Company's results of operations or cash flows in the period in which resolution occurs.

     In June 2002, the SEC notified the Company that it had commenced a formal investigation of the circumstances surrounding the 2000 and 2001 restatements of its financial statements. While deposition discovery is underway, the proceeding is in its early stages. The SEC has stated that the commencement of this investigation is not an indication that the SEC presently believes that a violation of any applicable laws has occurred.

     In June 2003, the Company received requests for certain information from the US House Committee on Energy and Commerce and the United Kingdom Office of Serious Fraud. The House inquiry has been addressed to over twenty pharmaceutical companies and is related to pharmaceutical reimbursement under Medicaid. The Serious Fraud Office is requesting documents related to the Company's dealings with several of its competitors which the Company understands are being investigated with respect to their activities during the late 1990's. The response to either request could result in the Company being involved in further proceedings. The Company is complying with both requests.

     The Company received inspection observations ("483 Reports") from the FDA at each of its USHP facilities in Baltimore in 2001 and Elizabeth in 2003. The 483 Reports listed alleged deviations from, primarily, current Good Manufacturing Practices ("cGMPs").

      The 2001 inspection at Baltimore resulted in an allegation by the FDA that the Company was not in compliance with a 1992 Consent Decree requiring general compliance with cGMPs. In July 2002, the FDA conducted a follow-up inspection to the 2001 inspection of the Baltimore facility and in August 2002 issued a re-inspection report. In response to the 2002 FDA report, the Company submitted a comprehensive corrective action plan to the FDA in October of 2002. The Company has begun upgrading plant procedures at the Baltimore plant in accordance with the plan and has provided written monthly updates to the FDA. The Company met with the FDA on July 31, 2003 to review its progress under the corrective action plan. The Company is preparing for possible reinspection of its Baltimore facility before the end of 2003. The plan anticipates substantial completion of the corrective actions in 2004. As part of the corrective action plan, production at the Baltimore facility was reduced. This reduction in production had an effect on earnings in 2002 and is having a continuing effect in 2003.

     Between November 2002 and January 2003, the FDA conducted a routine general inspection at the Company's Elizabeth plant. As a result of the inspection, the Company received a 483 Report from the FDA on January 15, 2003. The Company submitted a comprehensive response on February 5, 2003 and is currently taking actions to address the observations made by the FDA, in accordance with the response. The Company is preparing for possible reinspection of its Elizabeth facility before the end of 2003. The Company anticipates substantial completion of these actions in 2003. The corrective action plan contemplates continued output at 2002 levels.

     Remediation spending through the first six months of 2003 was approximately $19,300. The total cost and timing of both the Baltimore and Elizabeth corrective action plans may change based upon the FDA responses which have not yet been received and other factors.

      The FDA compliance status of each of the Baltimore and Elizabeth facilities has had, and will continue to have, the effect of delaying new product approvals at each of these facilities until the FDA is satisfied that sufficient progress has been made to achieve compliance with cGMP's with respect to these facilities. Product approval delays at any one of our facilities will not necessarily have an effect on product approvals at our other facilities.

      The operations of each segment are evaluated based on earnings before interest and taxes. Corporate expenses and certain other expenses or income not directly attributable to the segments are not allocated. Unallocated expenses also include certain costs related to the implementation of a company-wide ERP system, including the amortization of capitalized software costs.

	Parent	Guarantor Subsidiaries	Nonguarantor Subsidiaries	Eliminations	Consolidated Total
Current assets:
Cash and cash equivalents	$2,777	$3,425	$12,655	$ --	$18,857
Accounts receivable, net	37,123	115,949	105,639	--	258,711
Inventories	103,371	129,137	138,634	(10,974)	360,168
Prepaid expenses and other	22,884	29,085	9,539	3,310	64,818
Intercompany receivables	1,365,159	1,227,417	1,005,369	(3,597,945)	--
Total current assets	1,531,314	1,505,013	1,271,836	(3,605,609)	702,554
Property, plant & equipment, net	119,671	168,122	187,585	--	475,378
Goodwill	1,250	406,624	279,335	--	687,209
Intangible assets, net	51,914	189,058	125,888	--	366,860
Investment in subsidiaries	911,581	508,607	--	(1,420,188)	--
Other assets and deferred charges	35,710	10,139	41,656	--	87,505
Total assets	$2,651,440	$2,787,563	$1,906,300	$(5,025,797)	$2,319,506
Current liabilities:
Short term debt	$ 9,000	$ --	$ 6,118	$ --	$ 15,118
Long term debt, current portion	25,540	1,400	1,604	--	28,544
Accounts payable and accrued expenses	70,630	118,031	94,323	--	282,984
Accrued and deferred income taxes	15,539	(1,993)	21,718	--	35,264
Intercompany payables	684,067	1,885,084	1,028,794	(3,597,945)	--
Total current liabilities	804,776	2,002,522	1,152,557	(3,597,945)	361,910
Long term debt:
Senior	636,559	3,200	29,991	--	669,750
Convertible subordinated notes	178,430	--	--	--	178,430
Deferred income taxes	(27,661)	39,005	16,607	--	27,951
Other non-current liabilities	5,483	1,613	20,516	--	27,612
Stockholders' equity:
Preferred stock	--	--	--	--	--
Class A Common Stock	8,018	--	--	--	8,018
Class B Common Stock	2,375	--	--	--	2,375
Additional paid-in-capital	1,053,723	684,557	494,380	(1,178,937)	1,053,723
Unearned compensation	(1,142)	--	--	--	(1,142)
Retained earnings	(25,312)	56,666	183,355	(240,021)	(25,312)
Accumulated other comprehensive loss	23,606	--	8,894	(8,894)	23,606
Treasury stock, at cost	(7,415)	--	--	--	(7,415)
Total stockholders' equity	1,053,853	741,223	686,629	(1,427,852)	1,053,853
Total liabilities & stockholders' equity	$2,651,440	$2,787,563	$1,906,300	$(5,025,797)	$2,319,506

	Parent	Guarantor Subsidiaries	Nonguarantor Subsidiaries	Eliminations	Consolidated Total
Current assets:
Cash and cash equivalents	$ 1,560	$2,621	$19,782	$ --	$ 23,963
Accounts receivable, net	31,140	110,210	93,955	--	235,305
Inventories	110,650	113,397	125,703	(4,329)	345,421
Prepaid expenses and other	16,011	33,103	13,297	4,329	66,740
Intercompany receivables	1,339,495	1,816,831	935,259	(4,091,585)	--
Total current assets	1,498,856	2,076,162	1,187,996	(4,091,585)	671,429
Property, plant & equipment, net	122,915	170,614	189,171	--	482,700
Goodwill	1,250	406,623	264,039	--	671,912
Intangible assets, net	53,098	199,146	128,823	--	381,067
Investment in subsidiaries	826,292	489,672	--	(1,315,964)	--
Other assets and deferred charges	44,722	12,131	32,963	--	89,816
Total assets	$2,547,133	$3,354,348	$1,802,992	$(5,407,549)	$2,296,924
Current liabilities:
Short term debt	$ --	$20,000	$ --	$ --	$ 20,000
Long term debt, current portion	--	26,880	1,712	--	28,592
Accounts payable and accrued       expenses	74,014	118,163	104,151	- --	296,328
Accrued and deferred income       taxes	20,046	(90)	10,340	- --	30,296
Intercompany payables	1,285,872	1,797,857	1,007,856	(4,091,585)	--
Total current liabilities	1,379,932	1,962,810	1,124,059	(4,091,585)	375,216
Long term debt:
Senior	--	439,389	32,172	--	471,561
Convertible subordinated notes	175,412	200,293	--	--	375,705
Deferred income taxes	(18,922)	39,671	19,532	--	40,281
Other non-current liabilities	5,483	1,133	22,317	--	28,933
Stockholders' equity:
Preferred stock	--	--	--	--	--
Class A Common Stock	7,978	--	--	--	7,978
Class B Common Stock	2,375	--	--	--	2,375
Additional paid-in-capital	1,046,802	695,449	486,883	(1,182,332)	1,046,802
Unearned compensation	--	--	--	--	--
Retained earnings	(24,342)	15,652	151,999	(167,651)	(24,342)
Accumulated other comprehensive loss	(20,170)	(49)	(33,970)	34,019	(20,170)
Treasury stock, at cost	(7,415)	--	--	--	(7,415)
Total stockholders' equity	1,005,228	711,052	604,912	(1,315,964)	1,005,228
Total liabilities &              stockholders' equity	$2,547,133	$3,354,348	$1,802,992	$(5,407,549)	$2,296,924

	Parent	Guarantor Subsidiaries	Nonguarantor Subsidiaries	Eliminations	Consolidated Total
Total revenue	$156,391	$251,037	$298,988	$(67,999)	$638,417
Cost of sales	103,547	163,796	170,217	(67,999)	369,561
Gross profit	52,844	87,241	128,771	--	268,856
Operating expenses	46,995	71,536	89,089	--	207,620
Operating income	5,849	15,705	39,682	--	61,236
Interest expense - 3rd parties	(31,514)	57	(1,391)	--	(32,848)
Other income (expense), net	(28,307)	282	807	--	(27,218)
Equity in earnings of subsidiaries	46,745	29,234	--	(75,979)	--
Income (loss) before taxes	(7,227)	45,278	39,098	(75,979)	1,170
Provision (benefit) for income taxes	10,899	1,467	(9,864)	--	2,502
Net income (loss)	$ 3,672	$ 46,745	$ 29,234	$(75,979)	$ 3,672

	Parent	Guarantor Subsidiaries	Nonguarantor Subsidiaries	Eliminations	Consolidated Total
Total revenue	$143,576	$235,419	$237,614	$(42,215)	$574,394
Cost of sales	92,411	144,518	135,917	(42,215)	330,631
Gross profit	51,165	90,901	101,697	--	243,763
Operating expenses	52,800	68,547	70,616	--	191,963
Operating income (loss)	(1,635)	22,354	31,081	--	51,800
Interest expense - 3rd parties	(34,266)	(281)	(1,906)	--	(36,453)
Other income (expense), net	(50,691)	2,406	(4,025)	--	(52,310)
Equity in earnings of subsidiaries	47,788	20,470	--	(68,258)	--
Income (loss) before taxes	(38,804)	44,949	25,150	(68,258)	(36,963)
Provision (benefit) for income taxes	17,530	2,839	(4,680)	--	15,689
Net income	$(21,274)	$47,788	$20,470	$(68,258)	$(21,274)