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Form 8-K NEWPARK RESOURCES INC For: Oct 30

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October 31, 2014 6:04 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported): October 30, 2014

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NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

�

Delaware

1-2960

72-1123385

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

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9320 Lakeside Blvd., Suite 100

 � �

The Woodlands, TX

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 77381

(Address of principal executive offices)

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 (Zip Code)

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Registrant's telephone number, including area code: (281) 362-6800

2700 Research Forest Drive, Suite 100, The Woodlands, Texas 77381

(Former name or former address, if changed since last report.)

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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:

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|_|�� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|_|�� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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|_|

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

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|_|

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

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Item 2.02. �����Results of Operations and Financial Condition.

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On October 30, 2014, Newpark Resources, Inc. (the Company) issued a press release announcing financial information for the three and nine months ended September 30, 2014. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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The information in Item�2.02 of this Current Report on Form 8-K and the information in the exhibit attached hereto announcing the Companys earnings for the three and nine months ended September 30, 2014 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

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Item 9.01�����Financial Statements and Exhibits.

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(d)�� Exhibits.

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Exhibit No.

Description

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99.1

Press release issued by Newpark Resources, Inc. on October 30, 2014.

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SIGNATURES

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������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 hereunto duly authorized.

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NEWPARK RESOURCES, INC.

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Dated: October 31, 2014��

By:

/s/�Gregg S. Piontek

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Gregg S. Piontek, Vice President and Chief Financial Officer �

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(Principal Financial Officer)

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EXHIBIT INDEX

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Exhibit No.

Description

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99.1

Press release issued by Newpark Resources, Inc. on October 30, 2014.

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Exhibit 99.1

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NEWPARK RESOURCES REPORTS NET INCOME OF $0.25 PER DILUTED SHARE FOR THE THIRD QUARTER OF 2014

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Company achieves quarterly records for both Revenues and Operating Income

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THE WOODLANDS, TX  OCTOBER 30, 2014  Newpark Resources, Inc. (NYSE: NR) today announced results for its third quarter ended September 30, 2014. Total revenues for the third quarter of 2014 were $297.0 million compared to $272.5 million in the second quarter of 2014 and $268.1 million in the third quarter of 2013. Income from continuing operations for the third quarter of 2014 was $23.5 million, or $0.25 per diluted share, compared to $20.3 million, or $0.21 per diluted share, in the second quarter of 2014, and $15.4 million, or $0.16 per diluted share, in the third quarter of 2013.�

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Paul Howes, Newparks President and Chief Executive Officer, stated, We are very pleased with the record performance this quarter as we achieved new high marks for revenues in both the fluids and mats segments. Building on the momentum from the first half, U.S. fluids revenues grew 8% sequentially, reflecting broad-based gains across several regions, along with continued strong demand for wholesale barite. Meanwhile, seasonal improvements in Canada largely offset the expected declines from both the EMEA region and Brazil. The continuing strength in revenues, along with our efforts in penetrating the market with new technologies, has helped us sustain fluids segment margins at 11% in the third quarter.

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Our mats business continued to perform at a high level, generating a 47% sequential increase in revenues and a 44.9% operating margin in the third quarter. The strong revenue growth was primarily driven by a large site preparation project in the Gulf Coast region, along with continuing growth in mat rentals, as we expanded our presence into new markets.

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In the meantime, we are continuing to make strategic investments to accelerate the growth in both our fluids and mats segments, with capital expenditures totaling $28 million in the third quarter, concluded Howes.

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Segment Results

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The Fluids Systems segment generated revenues of $251.2 million in the third quarter of 2014 compared to $241.4 million in the second quarter of 2014 and $233.0 million in the third quarter of 2013. Segment operating income was $27.8 million (11.0% operating margin) in the third quarter of 2014, compared to $27.6 million (11.4% operating margin) in the second quarter of 2014, which included a $0.6 million gain on the sale of real estate, and $17.1 million (7.4% operating margin) in the third quarter of 2013.

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The Mats and Integrated Services segment generated revenues of $45.7 million in the third quarter of 2014 compared to $31.1 million in the second quarter of 2014 and $35.1 million in the third quarter of 2013. Segment operating income was $20.5 million (44.9% operating margin) in the third quarter of 2014, compared to $13.7 million (43.9% operating margin) in the second quarter of 2014, which included a $0.6 million gain on the sale of real estate, and $15.3 million (43.7% operating margin) in the third quarter of 2013.

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Strategic investment IN Fluids segment

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The Companys Board of Directors recently approved two capital investment projects within the fluids segment. The projects include a capital investment of approximately $30 million to significantly expand existing capacity and upgrade capabilities in Fourchon, Louisiana, to serve the Gulf of Mexico deepwater market. In addition, the Company is investing approximately $20 million in a new manufacturing facility and distribution center located in Conroe, Texas, which will support the increasing demand for our proprietary fluid technologies, including our Evolution systems.

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INTERNATIONAL FLUIDS CONTRACT AWARD��

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The Company announced that it has been awarded a contract by ENI S.p.A. to provide drilling fluids and related services for a series of wells in offshore Libya. The estimated value of the contract is approximately $20 million, and work is expected to begin in the first half of 2015.

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CONFERENCE CALL

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Newpark has scheduled a conference call to discuss third quarter 2014 results, which will be broadcast live over the Internet, on Friday, October 31, 2014 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial (719) 325-2429 and ask for the Newpark Resources conference call at least 10 minutes prior to the start time, or access it live over the Internet at www.newpark.com. For those who cannot listen to the live call, a replay will be available through November 14, 2014 and may be accessed by dialing (719) 457-0820 and using pass code #3399915. Also, an archive of the webcast will be available shortly after the call at www.newpark.com for 90 days.

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Newpark Resources, Inc. is a worldwide provider of drilling fluids and temporary worksites and access roads for oilfield and other commercial markets. For more information, visit our website at www.newpark.com.

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This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are based on management's current expectations, estimates and projections. All statements that address expectations or projections about the future, including Newpark's strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Newpark, particularly its Annual Report on Form 10-K for the year ended December 31, 2013, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, our ability to execute our business strategy and make successful business acquisitions and capital investments, operating hazards inherent in the oil and natural gas industry, our international operations, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity, our customer concentration and cyclical nature of our industry, our market competition, the cost and continued availability of borrowed funds, legal and regulatory matters, including environmental regulations, inherent limitations in insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, and the impact of severe weather, particularly in the U.S. Gulf Coast. Newpark's filings with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as well as through our website at www.newpark.com.

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Newpark Resources, Inc.

 � � � � � � � � � � � � � � � � � � � �

Consolidated Statements of Operations

 � � � � � � � � � � � � � � � � � � � �
� � � � � � � � � � � � � � � � � � � � �

(Unaudited)

 �

Three Months Ended

 � �

Nine Months Ended

 �
� �

September 30,

 � �

June 30,

 � �

September 30,

 � �

September 30,

 � �

September 30,

 �

(In thousands, except per share data)

 �

2014

 � �

2014

 � �

2013

 � �

2014

 � �

2013

 �
� � � � � � � � � � � � � � � � � � � � �

Revenues

 � $ 296,964 � � $ 272,466 � � $ 268,132 � � $ 812,254 � � $ 795,431 �
� � � � � � � � � � � � � � � � � � � � �

Cost of revenues

 � � 228,661 � � � 214,711 � � � 218,864 � � � 639,932 � � � 654,309 �
� � � � � � � � � � � � � � � � � � � � �

Selling, general and administrative expenses

 � � 28,754 � � � 27,981 � � � 23,846 � � � 82,258 � � � 69,545 �

Other operating expense (income), net

 � � 117 � � � (2,042 ) � � (223 ) � � (1,941 ) � � (525 )
� � � � � � � � � � � � � � � � � � � � �

Operating income

� � 39,432 � � � 31,816 � � � 25,645 � � � 92,005 � � � 72,102 �
� � � � � � � � � � � � � � � � � � � � �

Foreign currency exchange loss (gain)

� � 1,221 � � � (1,805 ) � � 975 � � � (530 ) � � 1,082 �

Interest expense, net

 � � 2,321 � � � 2,830 � � � 2,728 � � � 8,071 � � � 8,050 �
� � � � � � � � � � � � � � � � � � � � �

Income from continuing operations before income taxes

 � � 35,890 � � � 30,791 � � � 21,942 � � � 84,464 � � � 62,970 �

Provision for income taxes

 � � 12,398 � � � 10,462 � � � 6,511 � � � 28,901 � � � 20,813 �

Income from continuing operations

� � 23,492 � � � 20,329 � � � 15,431 � � � 55,563 � � � 42,157 �

Income from discontinued operations, net of tax

� � - � � � - � � � 3,329 � � � 1,152 � � � 9,642 �

Gain from disposal of discontinued operations, net of tax

 � � - � � � - � � � - � � � 22,117 � � � - �
� � � � � � � � � � � � � � � � � � � � �

Net income

� $ 23,492 � � $ 20,329 � � $ 18,760 � � $ 78,832 � � $ 51,799 �
� � � � � � � � � � � � � � � � � � � � �
� � � � � � � � � � � � � � � � � � � � �

Income per common share -basic:

 � � � � � � � � � � � � � � � � � � � �

Income from continuing operations

 � $ 0.29 � � $ 0.24 � � $ 0.18 � � $ 0.67 � � $ 0.50 �

Income from discontinued operations

 � � - � � � - � � � 0.04 � � � 0.28 � � � 0.11 �

Net income

 � $ 0.29 � � $ 0.24 � � $ 0.22 � � $ 0.95 � � $ 0.61 �
� � � � � � � � � � � � � � � � � � � � �

Income per common share -diluted:

 � � � � � � � � � � � � � � � � � � � �

Income from continuing operations

 � $ 0.25 � � $ 0.21 � � $ 0.16 � � $ 0.59 � � $ 0.45 �

Income from discontinued operations

 � � - � � � - � � � 0.04 � � � 0.23 � � � 0.09 �

Net income

 � $ 0.25 � � $ 0.21 � � $ 0.20 � � $ 0.82 � � $ 0.54 �
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Calculation of Diluted EPS:

 � � � � � � � � � � � � � � � � � � � �

Income from continuing operations

 � $ 23,492 � � $ 20,329 � � $ 15,431 � � $ 55,563 � � $ 42,157 �

Assumed conversion of Senior Notes

� � 1,294 � � � 1,253 � � � 1,370 � � � 3,808 � � � 3,875 �

Adjusted income from continuing operations

 � $ 24,786 � � $ 21,582 � � $ 16,801 � � $ 59,371 � � $ 46,032 �
� � � � � � � � � � � � � � � � � � � � �

Weighted average number of common shares outstanding-basic

 � � 82,055 � � � 83,010 � � � 85,775 � � � 83,260 � � � 84,902 �

Add: Dilutive effect of stock options and restricted stock awards

 � � 1,550 � � � 1,743 � � � 1,503 � � � 1,715 � � � 1,718 �

���������Dilutive effect of Senior Notes

� � 15,682 � � � 15,682 � � � 15,682 � � � 15,682 � � � 15,682 �
� � � � � � � � � � � � � � � � � � � � �

Diluted weighted average number of common shares outstanding

 � � 99,287 � � � 100,435 � � � 102,960 � � � 100,657 � � � 102,302 �
� � � � � � � � � � � � � � � � � � � � �

Diluted income from continuing operations per common share

 � $ 0.25 � � $ 0.21 � � $ 0.16 � � $ 0.59 � � $ 0.45 �

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Newpark Resources, Inc.

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Operating Segment Results

 � � � � � � � � � � � �
� � � � � � � � � � � � �
� � � � � � � � � � � � �

(Unaudited)

 �

Three Months Ended

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September 30,

 � �

June 30,

 � �

September 30,

 �

(In thousands)

 �

2014

 � �

2014

 � �

2013

 �
� � � � � � � � � � � � �

Revenues

 � � � � � � � � � � � �

Fluids systems

� $ 251,234 � � $ 241,386 � � $ 233,020 �

Mats and integrated services

 � � 45,730 � � � 31,080 � � � 35,112 �

Total revenues

 � $ 296,964 � � $ 272,466 � � $ 268,132 �
� � � � � � � � � � � � �

Operating income (loss)

� � � � � � � � � � � �

Fluids systems

� $ 27,756 � � $ 27,571 � � $ 17,140 �

Mats and integrated services

 � � 20,541 � � � 13,653 � � � 15,345 �

Corporate office

 � � (8,865 ) � � (9,408 ) � � (6,840 )

Total operating income

� $ 39,432 � � $ 31,816 � � $ 25,645 �
� � � � � � � � � � � � �

Segment operating margin

 � � � � � � � � � � � �

Fluids systems

� � 11.0 % � � 11.4 % � � 7.4 %

Mats and integrated services

 � � 44.9 % � � 43.9 % � � 43.7 %

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Newpark Resources, Inc.

 � � � � � � � �

Consolidated Balance Sheets

 � � � � � � � �
� � � � � � � � �

(Unaudited)

 � � � � � � � �
� �

September 30,

 � �

December 31,

 �

(In thousands, except share data)

 �

2014

 � �

2013

 �
� � � � � � � � �

ASSETS

 � � � � � � � �

Cash and cash equivalents

 � $ 41,390 � � $ 65,840 �

Receivables, net

 � � 331,109 � � � 268,529 �

Inventories

 � � 198,140 � � � 189,680 �

Deferred tax assets

 � � 9,054 � � � 11,272 �

Prepaid expenses and other current assets

 � � 17,082 � � � 11,016 �

Assets of discontinued operations

 � � - � � � 13,103 �

Total current assets

 � � 596,775 � � � 559,440 �
� � � � � � � � �

Property, plant and equipment, net

� � 273,565 � � � 217,010 �

Goodwill

 � � 92,876 � � � 94,064 �

Other intangible assets, net

� � 18,942 � � � 25,900 �

Other assets

 � � 4,947 � � � 6,086 �

Assets of discontinued operations

 � � - � � � 65,917 �

Total assets

 � $ 987,105 � � $ 968,417 �
� � � � � � � � �

LIABILITIES AND STOCKHOLDERS EQUITY

 � � � � � � � �

Short-term debt

 � $ 8,802 � � $ 12,867 �

Accounts payable

 � � 94,763 � � � 88,586 �

Accrued liabilities

 � � 57,385 � � � 46,341 �

Liabilities of discontinued operations

 � � - � � � 5,957 �

Total current liabilities

 � � 160,950 � � � 153,751 �
� � � � � � � � �

Long-term debt, less current portion

 � � 172,499 � � � 172,786 �

Deferred tax liabilities

 � � 31,591 � � � 27,060 �

Other noncurrent liabilities

 � � 12,449 � � � 11,026 �

Liabilities of discontinued operations

 � � - � � � 22,740 �

Total liabilities

 � � 377,489 � � � 387,363 �
� � � � � � � � �

Commitments and contingencies

� � � � � � � �
� � � � � � � � �

Common stock, $0.01 par value, 200,000,000 shares authorized and 99,186,913 and 98,030,839 shares issued, respectively

 � � 992 � � � 980 �

Paid-in capital

 � � 517,649 � � � 504,675 �

Accumulated other comprehensive loss

 � � (21,047 ) � � (9,484 )

Retained earnings

� � 239,170 � � � 160,338 �

Treasury stock, at cost; 15,186,553 and 10,832,845 shares, respectively

� � (127,148 ) � � (75,455 )

Total stockholders equity

 � � 609,616 � � � 581,054 �

Total liabilities and stockholders' equity

 � $ 987,105 � � $ 968,417 �

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Newpark Resources, Inc.

 � � � � � � � �

Consolidated Statements of Cash Flows

 � � � � � � � �
� � � � � � � � �

(Unaudited)

 �

Nine Months Ended September 30,

 �

(In thousands)

 �

2014

 � �

2013

 �

Cash flows from operating activities:

 � � � � � � � �

Net income

 � $ 78,832 � � $ 51,799 �

Adjustments to reconcile net income to net cash provided by operations:

 � � � � � � � �

Depreciation and amortization

 � � 30,925 � � � 33,138 �

Stock-based compensation expense

 � � 9,092 � � � 6,954 �

Provision for deferred income taxes

 � � (5,277 ) � � (311 )

Net provision for doubtful accounts

 � � 1,226 � � � 221 �

Gain on sale of a business

 � � (33,974 ) � � - �

Gain on sale of assets

 � � (1,351 ) � � (437 )

Excess tax benefit from stock-based compensation

 � � (1,175 ) � � (2,020 )

Change in assets and liabilities:

 � � � � � � � �

(Increase) decrease in receivables

 � � (60,348 ) � � 1,210 �

(Increase) decrease in inventories

 � � (11,973 ) � � 2,964 �

(Increase) decrease in other assets

 � � (6,170 ) � � 828 �

Increase (decrease) in accounts payable

 � � 7,531 � � � (11,832 )

Increase in accrued liabilities and other

 � � 15,544 � � � 13,175 �

Net cash provided by operating activities

 � � 22,882 � � � 95,689 �
� � � � � � � � �

Cash flows from investing activities:

 � � � � � � � �

Capital expenditures

 � � (84,710 ) � � (52,550 )

Proceeds from sale of property, plant and equipment

 � � 3,144 � � � 1,248 �

Proceeds from sale of a business

 � � 89,766 � � � - �

Net cash provided by (used in) investing activities

 � � 8,200 � � � (51,302 )
� � � � � � � � �

Cash flows from financing activities:

 � � � � � � � �

Borrowings on lines of credit

 � � 54,665 � � � 215,994 �

Payments on lines of credit

 � � (58,897 ) � � (243,141 )

Other financing activities

 � � (43 ) � � (25 )

Proceeds from employee stock plans

 � � 3,104 � � � 8,102 �

Purchases of treasury stock

 � � (52,892 ) � � (4,227 )

Excess tax benefit from stock-based compensation

 � � 1,175 � � � 2,020 �

Net cash used in financing activities

 � � (52,888 ) � � (21,277 )
� � � � � � � � �

Effect of exchange rate changes on cash

 � � (2,644 ) � � (547 )
� � � � � � � � �

Net (decrease) increase in cash and cash equivalents

 � � (24,450 ) � � 22,563 �

Cash and cash equivalents at beginning of year

 � � 65,840 � � � 46,846 �
� � � � � � � � �

Cash and cash equivalents at end of period

 � $ 41,390 � � $ 69,409 �

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