UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1995 Commission file number 001-11015 THE DIAL CORP (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-1169950 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) DIAL TOWER, PHOENIX, ARIZONA 85077 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (602)207-4000 Indicate by check mark whether the registrant (1) has filed all Exchange Act reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No --------- --------- As of July 31, 1995, 93,209,996 shares of Common Stock ($1.50 par value) were outstanding. PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE DIAL CORP CONSOLIDATED BALANCE SHEET June 30, December 31, (000 omitted) 1995 1994 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 22,022 $ 33,222 Receivables, less allowance of $19,849 and $20,453 227,917 232,932 Inventories 226,781 229,273 Deferred income taxes 32,823 42,517 Other current assets 63,909 46,565 ---------- ---------- 573,452 584,509 Funds, agents' receivables and current maturities of investments restricted for payment service obligations, after eliminating $80,000 invested in Dial commercial paper 545,619 659,708 ---------- ---------- Total current assets 1,119,071 1,244,217 Investments restricted for payment service obligations 798,396 692,818 Property and equipment 854,569 813,384 Other investments and assets 91,503 83,255 Deferred income taxes 107,596 126,787 Intangibles 820,984 820,435 ---------- ---------- $ 3,792,119 $ 3,780,896 ========== ========== June 30, December 31, (000 omitted, except number of shares) 1995 1994 ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term bank loans $ 231 $ 931 Accounts payable 216,286 243,982 Accrued compensation 65,485 91,992 Other current liabilities 249,281 258,065 Current portion of long-term debt 47,827 22,830 ---------- ---------- 579,110 617,800 Payment service obligations 1,408,095 1,438,960 ---------- ---------- Total current liabilities 1,987,205 2,056,760 Long-term debt 752,768 721,718 Pension and other benefits 316,163 319,519 Other deferred items and insurance reserves 69,346 96,525 Minority interests 23,634 24,691 $4.75 Redeemable preferred stock 6,594 6,590 Common stock and other equity: Common stock, $1.50 par value, 200,000,000 shares authorized, 97,108,724 shares issued 145,663 145,663 Additional capital 333,150 308,350 Retained income 436,980 393,233 Cumulative translation adjustments (18,179) (20,910) Unearned employee benefits (184,987) (176,201) Unrealized loss on securities available for sale (7,560) (21,742) Common stock in treasury, at cost, 4,049,889 and 4,319,624 shares (68,658) (73,300) ---------- ---------- Total common stock and other equity 636,409 555,093 ---------- ---------- $ 3,792,119 $ 3,780,896 ========== ========== <FN> See Notes to Consolidated Financial Statements. THE DIAL CORP STATEMENT OF CONSOLIDATED INCOME Quarter ended June 30, 1995 1994 (000 omitted, except per share data) ---------- ---------- Revenues $ 901,884 $ 931,948 ---------- ---------- Costs and expenses: Costs of sales and services 798,385 836,669 Unallocated corporate expense and other items, net 10,939 10,552 Interest expense 18,252 14,784 Minority interests 585 503 ---------- ---------- 828,161 862,508 ---------- ---------- Income before income taxes 73,723 69,440 Income taxes 26,257 26,047 ---------- ---------- Net Income $ 47,466 $ 43,393 ========== ========== Net Income Per Common Share $ 0.54 $ 0.50 ========== ========== Dividends declared per common share $ 0.15 $ 0.15 ========== ========== Average outstanding common and equivalent shares 88,348 86,540 ========== ========== <FN> See Notes to Consolidated Financial Statements. THE DIAL CORP STATEMENT OF CONSOLIDATED INCOME Six months ended June 30, 1995 1994 (000 omitted, except per share data) ---------- ---------- Revenues $ 1,760,081 $ 1,716,850 ---------- ---------- Costs and expenses: Costs of sales and services 1,592,722 1,568,632 Unallocated corporate expense and other items, net 22,088 21,300 Interest expense 36,679 28,991 Minority interests 648 403 ---------- ---------- 1,652,137 1,619,326 ---------- ---------- Income before income taxes 107,944 97,524 Income taxes 38,971 36,921 ---------- ---------- Net Income $ 68,973 $ 60,603 ========== ========== Net Income Per Common Share $ 0.78 $ 0.70 ========== ========== Dividends declared per common share $ 0.30 $ 0.29 ========== ========== Average outstanding common and equivalent shares 88,211 86,288 ========== ========== <FN> See Notes to Consolidated Financial Statements. THE DIAL CORP STATEMENT OF RETAINED INCOME Six months ended June 30, 1995 1994 (000 omitted) ---------- ---------- Balance, beginning of year $ 393,233 $ 304,481 Net income 68,973 60,603 Dividends on common and preferred shares (26,445) (25,131) Other 1,219 318 ---------- ---------- Balance, end of period $ 436,980 $ 340,271 ========== ========== <FN> See Notes to Consolidated Financial Statements. THE DIAL CORP STATEMENT OF CONSOLIDATED CASH FLOWS Six months ended June 30, 1995 1994 (000 omitted) ---------- ---------- CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net income $ 68,973 $ 60,603 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 56,186 55,941 Deferred income taxes 19,936 1,269 Other noncash items, net 2,926 (109) Change in operating assets and liabilities: Receivables and inventories (15,976) (70,658) Payment service assets and obligations, net 90,490 148,198 Accounts payable and accrued compensation (56,179) (29,887) Other assets and liabilities, net (51,195) 16,202 ---------- ---------- Net cash provided by operating activities 115,161 181,559 ---------- ---------- CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Capital expenditures (45,332) (43,777) Purchase of cruise ship previously leased (39,447) Acquisitions of businesses and other assets, net of cash acquired (13,136) (141,533) Proceeds from sale of businesses and property 4,857 3,397 Proceeds from sales of securities classified as available for sale 270,259 128,184 Proceeds from maturities of securities classified as available for sale 6,557 6,762 Purchases of securities classified as available for sale (309,537) (161,900) Purchases of securities classified as held to maturity (62,210) (107,898) Other, net (17) (10) ---------- ---------- Net cash used by investing activities (188,006) (316,775) ---------- ---------- CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: Proceeds from long-term borrowings 40,000 70,000 Payments on long-term borrowings (2,163) (2,130) Net change in short-term borrowings 18,007 84,928 Dividends on common and preferred stock (26,445) (25,131) Minority portion of subsidiary's special dividend (9,761) Proceeds from sales of treasury stock 17,504 13,422 Net change in receivables sold 22,552 Cash payments on interest rate swaps (7,810) (6,398) ---------- ---------- Net cash provided by financing activities 61,645 124,930 ---------- ---------- Net decrease in cash and cash equivalents (11,200) (10,286) Cash and cash equivalents, beginning of year 33,222 10,659 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 22,022 $ 373 ========== ========== <FN> See Notes to Consolidated Financial Statements. THE DIAL CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--Basis of Preparation This information should be read in conjunction with the financial statements set forth in The Dial Corp Annual Report to Stockholders for the year ended December 31, 1994. Accounting policies utilized in the preparation of the financial information herein presented are the same as set forth in The Dial Corp's annual financial statements except as modified for interim accounting policies which are within the guidelines set forth in Accounting Principles Board Opinion No. 28. The interim consolidated financial information is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly Dial's financial position as of June 30, 1995, and the results of operations for the quarters and six months ended June 30, 1995 and 1994, and the cash flows for the six months ended June 30, 1995 and 1994 have been included. Interim results of operations are not necessarily indicative of the results of operations for the full year. Certain reclassifications have been made to the prior year's financial statements to conform to 1995 classifications. NOTE B--Investments Restricted for Payment Service Obligations Investments restricted for payment service obligations include the following debt and equity securities: June 30, December 31, 1995 1994 ----------- ----------- (000 omitted) Securities available for sale, at fair value (amortized cost of $499,593 and $468,307) $ 487,302 $ 433,150 Securities held to maturity, at amortized cost (fair value of $320,509 and $243,156) 326,439 264,861 ----------- ---------- 813,741 698,011 Less current maturities (15,345) (5,193) ----------- ---------- $ 798,396 $ 692,818 =========== ========== NOTE C--Debt At June 30, 1995 and December 31, 1994, Dial classified as long- term debt $294 million and $275 million, respectively, of short- term borrowings supported by unused commitments under long-term revolving credit agreements. NOTE D--Income Taxes A reconciliation of the provision for income taxes and the amount that would be computed using statutory federal income tax rates on income before income taxes for the six months ended June 30, is as follows: 1995 1994 (000 omitted) ------------ ------------ Computed income taxes at statutory federal income tax rate of 35% $ 37,780 $ 34,133 Nondeductible goodwill amortization 2,250 2,125 Minority interests 227 141 State income taxes 3,335 4,108 Tax-exempt income (4,792) (1,909) Adjustment to estimated annual effective rate (2,000) Other, net 171 323 ----------- ----------- Provision for income taxes $ 38,971 $ 36,921 =========== =========== NOTE E--Supplementary Information--Revenues and Operating Income Quarter ended Six months ended June 30, June 30, ------------------------- -------------------------- 1995 1994 1995 1994 (000 omitted) ----------- ----------- ----------- ----------- Revenues: Consumer Products $ 363,893 $ 408,115 $ 701,755 $ 738,455 Services: Airline Catering and Services 206,509 202,225 390,965 353,688 Convention Services 131,588 135,736 285,985 263,407 Travel and Leisure and Payment Services (1) 199,894 185,872 381,376 361,300 ----------- ----------- ----------- ----------- Total Services (1) 537,991 523,833 1,058,326 978,395 ----------- ----------- ----------- ----------- $ 901,884 $ 931,948 $ 1,760,081 $ 1,716,850 =========== =========== =========== =========== Operating Income: Consumer Products $ 51,134 $ 49,978 $ 84,936 $ 80,130 Services: Airline Catering and Services 17,932 16,540 28,958 24,961 Convention Services (2) 16,629 14,957 31,630 27,349 Travel and Leisure and Payment Services (1) 17,804 13,804 21,835 15,778 ----------- ----------- ----------- ----------- Total Services (1)(2) 52,365 45,301 82,423 68,088 ----------- ----------- ----------- ----------- Total principal business segments 103,499 95,279 167,359 148,218 Unallocated corporate expense and other items, net (10,939) (10,552) (22,088) (21,300) ----------- ----------- ----------- ----------- $ 92,560 $ 84,727 $ 145,271 $ 126,918 =========== =========== =========== =========== <FN> (1) Dial's payment services subsidiary is investing increasing amounts in tax- exempt securities. On a fully taxable equivalent basis, revenues and operating income would be higher by $3,929,000 for the 1995 quarter and $1,422,000 for the 1994 quarter, and by $7,372,000 and $2,936,000, respectively, for the 1995 and 1994 six month periods. (2) Operating income for the quarter and six months ended June 30, 1995 includes a one-time gain of $3,477,000 (pre-tax) due to the curtailment of certain postretirement medical benefits in a convention services subsidiary. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results: There were no material changes in the nature of Dial's business, nor were there any other changes in the general characteristics of its operations as described and discussed in the first paragraph of the results section of Management's Discussion and Analysis of Results of Operations and Financial Condition presented in The Dial Corp Annual Report to Stockholders for the year ended December 31, 1994. Comparison of Second Quarter of 1995 with Second Quarter of 1994: In the second quarter of 1995, revenues decreased 3 percent to $901.9 million, down from $931.9 million in the 1994 quarter. Second quarter net income was $47.5 million or $0.54 per share, up 8 percent on a per share basis from 1994's net income of $43.4 million or $0.50 per share. Consumer Products The Consumer Products Group's revenues were down $44.2 million or 11 percent from those of the 1994 second quarter. The revenue decrease was due to the acceleration of the previously reported program to effect reductions of trade customers' inventories. This initiative, coupled with more rapid replenishment as consumers purchase the products off the shelf, addresses the retailers' increased emphasis on efficient consumer response. Operating income increased $1.2 million or 2 percent from that of the 1994 second quarter. Operating margins improved to 14.1 percent from 12.3 percent in the 1994 second quarter due primarily to lower trade promotion costs and other savings resulting principally from the inventory reduction program. Skin Care division's revenues declined $33.4 million while operating income increased $5.3 million from those of 1994's second quarter. Sales volumes were down as a result of the planned inventory reduction program. Strong operating income growth in the face of declining revenues was the result of reductions in trade spending, marketing expenditures and other cost reduction programs. The Food division's revenues declined $9.5 million from the 1994 quarter, due to a planned reduction of microwaveable meals and lower sales of chili and stew. Operating income increased slightly from that of last year's quarter, as lower manufacturing and administrative costs more than offset the effects of lower sales. The Household division's second quarter revenues were up $6.0 million, driven mainly by Dial's new dishwashing detergent and Renuzit product introductions, offset partially by a decline in Renuzit Electric and cleaning products. Renuzit Electric benefited from strong promotions in 1994 which were not repeated in 1995. Operating income remained even compared to the second quarter of 1994, as raw material cost increases and promotion expenses for new products offset the effects of increased sales. Laundry division revenues for the second quarter decreased $7.5 million due partially to volume softness in dry detergents. The discontinuance of low margin business for fabric softeners also contributed to the decline in revenues while liquid detergent volumes declined due to promotional shifts to the second half of 1995. Operating income declined $4.7 million due to the reduced volume, higher raw material costs, and increased marketing and distribution expenditures in areas other than liquid detergents. International division's revenues and operating income improved $100,000 and $300,000, respectively, over those of the 1994 second quarter. Services Combined Services revenues were $538 million, $14.2 million (3 percent) greater than the 1994 second quarter's amounts. Excluding a one-time gain of $3.5 million (pre-tax) on curtailment of certain postretirement medical benefits in the Convention Services Segment, combined services posted an 8 percent increase in second quarter operating income. Airline Catering and Services. The second quarter revenues of the Airline Catering and Services Group were $206.5 million, a 2 percent increase from the 1994 quarter, with operating income increasing $1.4 million, or 8 percent, as new contracts awarded in the first half of 1995 only began to come on stream late in the second quarter, while the effects of further airline meal service cutbacks on certain domestic flights of short duration unfavorably affected the comparisons of revenues and operating income. Operating margins improved to 8.7 percent from 1994's 8.2 percent, as the United flight kitchens became fully operational during 1995 versus the start-up and training period in 1994. Convention Services. Convention Services revenues decreased $4.1 million (3 percent). Excluding a one-time gain on curtailment of certain postretirement medical benefits of $3.5 million (pre-tax), operating income declined 12 percent. On this same basis, operating margins declined from 11 percent in the second quarter of 1994 to 10 percent in the 1995 quarter. Revenues, operating income and margins were impacted by shows not repeated each year and by changes in the location of certain shows. Travel and Leisure and Payment Services. Revenues of these companies were up $14 million (8 percent) to $199.9 million, while operating income increased 29 percent to $17.8 million. Dial's payment services subsidiary continues to invest increasing amounts in tax-exempt securities. On a fully taxable equivalent basis, 1995 second quarter revenues and operating income would have been higher by $3.9 million, while 1994's second quarter revenues and operating income would have been $1.4 million higher. Operating margins, on the fully taxable equivalent basis, increased to 10.7 percent from 8.1 percent. Canadian transportation services companies' revenues and operating income increased $12.6 million and $1.4 million, respectively, during the second quarter. Revenue increases from a newly acquired tour operator, strong growth in existing package tour operations, improved hotel occupancy rates, and higher Courier Express, sightseeing and snowfield revenues were partially offset by a decrease in charter revenues as a result of redeployment of the bus fleet to passenger route acquisitions in mid-1994. Operating income increases are attributed to the revenue increases as well as cost reduction programs, which more than offset the expense of terminating a small joint venture. Duty Free and shipboard concession revenues declined $3 million from the second quarter of 1994, due primarily to the loss of a major shipboard concession, fewer passenger days for continuing business, and lower airport traffic where duty-free shops are operated. Operating income improved $100,000 as a result of lower operating expenses and concentration on higher gross margin products. Cruise revenues declined $300,000 from 1994's second quarter. Loss of revenues from the Star/Ship Majestic, which was taken out of service as Dial commenced a four-year charter arrangement in February 1995, were largely offset by revenue increases on the Star/Ship Atlantic and the Star/Ship Oceanic. Operating income improved $800,000 due to cost reduction efforts and operating one less vessel. Travel tour service revenues and operating income improved $1.4 million and $400,000, respectively, over those of the 1994 second quarter, driven by an increase in passenger volumes as well as favorable foreign exchange rates. Revenues and operating income of the food service companies declined $600,000 and $700,000, respectively, from those of the 1994 second quarter. The decrease in revenues and operating income is principally due to the sale of a non-core operation, including certain one-time costs, as well as inclement weather at Glacier National Park. On a fully taxable equivalent basis, revenues of payment services increased $9.5 million over the 1994 second quarter. The revenue increase is attributed principally to new product lines and increased investment income due to higher rates, greater funds invested and increased realized securities gains. Operating income, on the fully taxable equivalent basis, increased $4.8 million, including the increased realized investment gains and moderated by higher commission expense for official checks and other volume related costs. Interest Expense Interest expense increased $3.5 million from 1994's second quarter, primarily because both debt levels and interest rates on floating-rate debt were higher in 1995 than in 1994. Increased debt levels were principally due to the purchase of the Star/Ship Majestic, which had previously been leased, in February 1995. Income Taxes The effective tax rate in the 1995 second quarter was 35.6 percent, down from 37.5 percent in 1994. The reduction in the effective tax rate results primarily from the increased use of tax-exempt investments by Dial's payment services subsidiary. Comparison of First Six Months of 1995 to the First Six Months of 1994: Revenues for the first six months of 1995 increased nearly 3 percent to $1.8 billion from $1.7 billion in the same period of 1994. For the first six months of 1995, net income was $69 million, up from 1994's net income of $60.6 million. On a per share basis, the 1995 period's net income of $0.78 per share was 11 percent higher than 1994's $0.70. Consumer Products For the first six months of 1995, the Consumer Products Group's revenues of $701.8 million were down $36.7 million or 5 percent from those of the 1994 period. The revenue decrease was primarily due to the acceleration of the previously reported program to effect reductions of trade customers' inventories. Operating income of $84.9 million was $4.8 million or 6 percent higher than that of the 1994 period. Operating margins improved to 12.1 percent from 10.9 percent in the 1994 period due primarily to lower trade promotion costs and other savings resulting principally from the inventory reduction initiative. Skin Care division's revenues declined $17.5 million while operating income increased $11.5 million compared to the first six months of 1994. Sales volumes were down as a result of the inventory reduction program. Operating income increased as a result of reductions in trade spending, marketing expenditures and other cost reduction programs. The Food division's revenues declined $15 million from the first six months in 1994 due to a planned reduction of microwaveable meals and lower sales of chili and stew. Operating income increased $900,000, as lower manufacturing and administrative costs more than offset the effects of lower sales. The Household division's first six months' revenues and operating income were up $10.3 million and $1 million, respectively, over the same period in 1994, due primarily to strong sales of Dial's new dishwashing detergent and Renuzit product introductions, offset partially by a decline in Renuzit Electric and cleaning products. Renuzit Electric benefited from strong promotions in 1994 which were not repeated in 1995. Operating income increased over the 1994 six month period as raw material cost increases and promotional expenses for new product introductions partially offset the effects of increased sales. Laundry division revenues for the first six months of 1995 decreased $12.9 million due to high sales to trade customers in the fourth quarter of 1994 and volume softness in dry detergents. Operating income declined $9.4 million as a result of the reduced volume, higher raw material costs, and increased marketing and distribution expenditures. International division's revenues decreased $1.7 million compared to the first six months of 1994, due principally to the devaluation of the Mexican peso in the first quarter of 1995. Despite the revenue declines, operating income increased $800,000 due to a more profitable sales mix. Services Combined Services revenues for the first six months of 1995 were $1.1 billion, $79.9 million (8 percent) greater than that of the 1994 period. Excluding the one-time gain of $3.5 million (pre- tax) on curtailment of certain postretirement medical benefits in the Convention Services Segment, combined services posted a 16 percent increase in six month operating income. Airline Catering and Services. These companies' revenues and operating income of $391 million and $29 million, respectively, were up $37.3 million (11 percent) and $4 million (16 percent), respectively, from those of 1994's first six months. The increase was due to having all United flight kitchens acquired during 1994 fully operational this year as the start-up of newly acquired flight kitchens continued during the 1994 first half. Seven new aircraft service locations and other new business from continuing locations also contributed to the increase, partially offset by the effect of further airline meal service cutbacks on certain domestic flights of short duration. Operating margins improved to 7.4 percent from 1994's 7.1 percent, as the United flight kitchens became fully operational during 1995 versus the start-up and training period in 1994. Convention Services. Convention Services' first half revenues of $286 million were 9 percent greater than the 1994 period. Excluding the one-time curtailment gain described above, operating income increased 3 percent to $28.2 million. Operating margins decreased to 9.8 percent from 10.4 percent, due largely to the effects of shows not repeated each year and by changes in the location of certain shows. Travel and Leisure and Payment Services. For the first six months of 1995, revenues of these companies were $381.4 million, up $20.1 million (nearly 6 percent), while operating income increased 38 percent to $21.8 million. Dial's payment services subsidiary continues to invest increasing amounts in tax-exempt securities. On a fully taxable equivalent basis, revenues and operating income would have been higher by $7.4 million and $2.9 million, respectively, for the 1995 and 1994 six month periods. Operating margins, on the fully taxable equivalent basis, increased to 7.5 percent from 5.1 percent in the 1994 six month period. Canadian transportation services companies' revenues increased $13.6 million over the 1994 six month period while operating income increased $1.7 million in U. S. dollars. Revenue increases from a newly acquired tour operator, strong growth in existing package tour operations, improved hotel occupancy rates, and higher Courier Express, sightseeing and snowfield revenues were partially offset by a decrease in charter revenues as a result of redeployment of the bus fleet to passenger route acquisitions in mid-1994. Operating income increases are attributed to the revenue increases as well as cost reduction programs, which more than offset the expense of terminating a small joint venture. Duty Free airport and shipboard concession revenues declined $6.9 million from the first half of 1994, due primarily to the loss of a major shipboard concession and fewer passenger days for continuing business. Operating income improved $200,000, due mostly to lower operating expenses. Cruise revenues were down $2.5 million from 1994's first six months due to having two ships in drydock for repairs for a total of 44 ship days during the first quarter of 1995. In addition, the Star/Ship Majestic was taken out of service in February as Dial commenced a four-year charter arrangement to lease the ship to a European operator. Operating results improved $2.8 million due to favorable occupancy rates, lower expenses resulting from cost reduction efforts and operating one less vessel. Travel tour service revenues and operating income improved $2.3 million and $800,000, respectively, over the first six months of 1994, due primarily to favorable foreign exchange rates this year, which also has had a favorable impact on passenger volumes. Revenues and operating income of the food service companies were both down $600,000 from the same period in 1994 due to the sale of a non-core operation, including certain one-time costs, as well as inclement weather at Glacier National Park. On a fully taxable equivalent basis, revenues of payment services increased $18 million over those of 1994's first six months, due principally to increased investment income, revenues from new product lines and increased realized investment gains. Investment income increased due to higher rates and greater funds invested than in 1994. On a fully taxable equivalent basis, operating income increased $6.9 million, including the increased realized investment gains and moderated principally by higher commission expense for official checks and other volume related costs. Interest Expense Interest expense for the first six months of 1995 increased $7.7 million over the first six months of 1994, as both debt levels and interest rates on floating-rate debt were higher than in 1994. Debt level increases are primarily due to the purchase of the Star/Ship Majestic in February 1995. Income Taxes The effective tax rate for the first six months of 1995 was 36.1 percent, down from 37.9 percent in the comparable period of 1994. The reduction in the effective tax rate results primarily from the increased use of tax-exempt investments by Dial's payment services subsidiary. Liquidity and Capital Resources: The Dial Corp's total debt at June 30, 1995 was $800.8 million compared with $745.5 million at December 31, 1994. The debt-to- capital ratios at June 30, 1995 and December 31, 1994 were 0.55 to 1 and 0.56 to 1, respectively. The increase in debt was attributable primarily to the purchase of the Star/Ship Majestic, which was previously leased, in early 1995. There were no other material changes in The Dial Corp's financial condition nor were there any substantive changes relative to matters discussed in the Liquidity and Capital Resources section of Management's Discussion and Analysis of Results of Operations and Financial Condition as presented in The Dial Corp Annual Report to Stockholders for the year ended December 31, 1994. Recent Developments: Dial's Consumer Products Group plans to continue programs with many of its trade customers designed to effect reductions of the trade customers' inventories over the balance of 1995. These programs are coupled with more rapid replenishment as consumers purchase the products off the shelf, to address the retailers' increased emphasis on efficient consumer response. This will continue to depress revenues for the Consumer Products Group for the rest of 1995 while the trade customers' inventories are reduced, even though consumer purchases are expected to continue at normal rates. The Consumer Products Group anticipates that lower trade promotion costs and other savings resulting from the programs will more than offset the effect of the reduced revenues in 1995, so that operating income and margins should continue to increase over 1994 levels. In July 1995, Dial exercised its option to purchase the Star/Ship Atlantic cruise ship, previously under a lease agreement, for $71.7 million. PART II. OTHER INFORMATION Item 1. Legal Proceedings Dial has been named defendant in three lawsuits (U.S. District Court, Eastern Division, Virginia (Norfolk Division) Spring 1993; Circuit Court of Kanawha County West Virginia, July 1995; and Superior Court of California for the City of Los Angeles, July 1995) filed by several hundred former railroad workers claiming asbestos-related health conditions. Dial has tolling agreements in place with some plaintiffs in these lawsuits as well as other claimants. The claims relate to former subsidiaries and their production of railroad locomotives. Due to their preliminary nature, the extent of the claims as they relate to Dial are not ascertainable at this time, however, Dial does not believe that any resulting liability should materially affect its financial position. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of stockholders of The Dial Corp was held May 9, 1995, and matters voted on were reported in the quarterly report of The Dial Corp on Form 10-Q for the quarterly period ended March 31, 1995. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit No. 10.A - Copy of Employment Agreement between The Dial Corp and John W. Teets dated June 20, 1995. Exhibit No. 10.B - Copy of The Dial Corp Director's Charitable Award Program. Exhibit No. 10.C - Copy of amendment dated August 18, 1993, to The Dial Corp Supplemental Pension Plan. Exhibit No. 11 - Statement Re Computation of Per Share Earnings. Exhibit No. 27 - Financial Data Schedule (b) No Reports on Form 8-K have been filed by the registrant during the quarter for which this report is filed. 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. THE DIAL CORP (Registrant) August 14, 1995 By /s/Richard C. Stephan ------------------------ Richard C. Stephan Vice President-Controller (Chief Accounting Officer and Authorized Officer)