CONFORMED COPY
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: March 31, 1998
Commission file number: 1-10551
Omnicom Group Inc.
(Exact name of registrant as specified in its charter)
New York 13-1514814
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
437 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 415-3600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No ___
The number of shares of common stock of the Company issued and outstanding at
April 30, 1998 is 170,233,266.
<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1998, December 31, 1997 and
March 31, 1997 2
Consolidated Condensed Statements of Income -
Three Months Ended March 31, 1998 and 1997 3
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 1998 and 1997 4
Notes to Consolidated Condensed Financial
Statements 5-9
Item 2. Management's Discussion of Financial Condition
and Results of Operations 10-14
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 15-16
Item 6. Exhibits 16
-1-
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Assets March 31, December 31, March 31,
1998 1997 1997
--------- ------------ ---------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 278,192 $ 556,436 $ 227,960
Investments available-for-sale, at market,
which approximates cost 74,657 87,668 79,791
Accounts receivable, less allowance for
doubtful accounts of $40,964,
$32,190 and $24,411 2,195,307 1,908,532 1,626,534
Billable production orders in process 276,802 183,145 178,349
Prepaid expenses and other current assets 345,052 252,617 248,411
---------- ---------- ----------
Total current assets 3,170,010 2,988,398 2,361,045
Furniture, equipment and leasehold improvements
at cost, less accumulated depreciation and
amortization of $357,441, $336,926 and $305,709 298,602 239,667 222,159
Investments in affiliates 282,982 281,264 231,045
Intangibles, less amortization of $241,808,
$235,257 and $201,182 1,765,905 1,234,539 1,048,982
Deferred tax benefits 82,948 68,086 78,019
Deferred charges and other assets 143,471 153,789 115,307
---------- ---------- ----------
Total assets $5,743,918 $4,965,743 $4,056,557
========== ========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $2,301,433 $2,595,255 $1,695,768
Payable to banks 329,289 17,672 31,394
Other accrued liabilities 1,104,437 885,569 706,700
Accrued taxes on income 56,087 80,489 64,086
---------- ---------- ----------
Total current liabilities 3,791,246 3,578,985 2,497,948
Long term debt 651,979 341,665 549,471
Deferred compensation and other liabilities 209,270 114,668 156,481
Minority interests 68,062 63,686 60,231
Shareholders' equity:
Common stock 88,693 86,918 86,834
Additional paid-in capital 602,874 533,412 509,985
Retained earnings 582,655 555,038 428,500
Unamortized restricted stock (42,706) (46,745) (35,210)
Cumulative translation adjustment (49,552) (47,947) (22,331)
Treasury stock (158,603) (213,937) (175,352)
---------- ---------- ----------
Total shareholders' equity 1,023,361 866,739 792,426
---------- ---------- ----------
Total liabilities and shareholders' equity $5,743,918 $4,965,743 $4,056,557
========== ========== ==========
</TABLE>
The accompanying notes to consolidated condensed financial statements are an
integral part of these balance sheets.
-2-
<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
Three Months Ended March 31,
----------------------------
1998 1997
---- ----
Revenues:
Commissions and fees $ 860,976 $ 696,577
Operating expenses:
Salaries and related costs 521,166 421,485
Office and general expenses 240,641 201,102
--------- ---------
Total operating expenses 761,807 622,587
--------- ---------
Operating profit 99,169 73,990
Net interest expense:
Interest and dividend income (5,962) (2,984)
Interest paid or accrued 13,474 7,333
--------- ---------
Net interest expense 7,512 4,349
--------- ---------
Income before income taxes 91,657 69,641
Income taxes:
Federal 15,345 11,449
State and local 6,358 4,691
International 16,300 12,126
--------- ---------
Total income taxes 38,003 28,266
--------- ---------
Income after income taxes 53,654 41,375
Equity in affiliates 4,980 4,144
Minority interests (7,731) (5,451)
--------- ---------
Net income $ 50,903 $ 40,068
========= =========
Earnings per share:
Net income:
Basic $ 0.31 $ 0.25
Diluted $ 0.31 $ 0.25
Dividends declared per common share $ 0.125 $ 0.10
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
-3-
<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Three Months Ended
March 31,
---------------------
1998 1997
----- ----
Cash flows from operating activities:
Net income $ 50,903 $ 40,068
Adjustments to reconcile net income to net cash
used for operating activities:
Depreciation and amortization of tangible assets 16,525 13,204
Amortization of intangible assets 10,707 8,882
Minority interests 7,731 5,451
Earnings of affiliates in excess of
dividends received (2,567) (2,331)
Decrease in deferred tax benefits 1,825 4,747
Provision for losses on accounts receivable 1,709 515
Amortization of restricted shares 4,482 3,900
Decrease (increase) in accounts receivable 21,338 (89,815)
Increase in billable production (76,981) (25,074)
Increase in other current assets (18,115) (61,631)
Decrease in accounts payable (528,494) (342,000)
Decrease in other accrued liabilities (81,607) (12,216)
Decrease in accrued income taxes (30,019) (2,589)
Other (6,891) (16,780)
--------- ---------
Net cash used for operating activities (629,454) (475,669)
--------- ---------
Cash flows from investing activities:
Capital expenditures (22,109) (17,542)
Payments for purchases of equity interests in
subsidiaries and affiliates, net of cash acquired (240,329) (69,255)
Proceeds from sales of equity interests in
subsidiaries and affiliates 869 54
Payments for purchases of investments available-
for-sale and other investments (15,136) (65,542)
Proceeds from sales of investments available-
for-sale and other investments 27,785 999
--------- ---------
Net cash used for investing activities (248,920) (151,286)
--------- ---------
Cash flows from financing activities:
Net borrowings under lines of credit 86,497 16,146
Share transactions under employee stock plans (659) 8,420
Proceeds from shares issuance 171,035 --
Proceeds from issuance of principal of debt
obligations 389,224 350,552
Dividends and loans to minority stockholders (8,266) (5,218)
Dividends paid (19,875) (15,846)
Purchase of treasury shares (18,437) (4,232)
--------- ---------
Net cash provided by financing activities 599,519 349,822
--------- ---------
Effect of exchange rate changes on cash and
cash equivalents 611 (5,174)
--------- ---------
Net decrease in cash and cash equivalents (278,244) (282,307)
Cash and cash equivalents at beginning of period 556,436 510,267
--------- ---------
Cash and cash equivalents at end of period $ 278,192 $227,960
========= ========
Supplemental Disclosures:
Income taxes paid $ 66,754 $ 29,328
========= ========
Interest paid $ 12,156 $ 4,428
========= ========
The accompanying notes to consolidated condensed financial statements are an
integral part of these statements.
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<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1) The consolidated condensed interim financial statements included herein
have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.
2) These statements reflect all adjustments, consisting of normal recurring
accruals which, in the opinion of management, are necessary for a fair
presentation of the information contained therein. Certain
reclassifications have been made to the March 31, 1997 reported amounts to
conform them with the March 31, 1998 and December 31, 1997 presentation.
Also, all amounts presented give effect to a two-for-one stock split in
the form of a 100% stock dividend completed in December 1997. These
consolidated condensed financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in
the Company's annual report on Form 10-K for the year ended December 31,
1997.
3) Results of operations for interim periods are not necessarily indicative
of annual results.
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<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
4) Basic earnings per share is based upon the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
based on such average number of common shares outstanding, common share
equivalents outstanding, and if dilutive, is adjusted for the assumed
conversion of the Company's convertible subordinated debentures and the
assumed increase in net income for the after tax interest cost of such
debentures. At March 31, 1998, the 2.25% Convertible Subordinated
Debentures had been outstanding since January 6, 1998 and the 4.25%
Convertible Subordinated Debentures had been outstanding for the entire
quarter. At March 31, 1997, the 4.25% Convertible Subordinated Debentures
had been outstanding for the entire quarter. The number of shares used in
the computations of basic and diluted earnings per share were as follows:
Three Months
Ended March 31,
---------------
1998 1997
---- ----
Basic EPS Computation 163,684,000 159,129,900
Diluted EPS Computation 166,784,000 161,197,300
For purposes of computing diluted earnings per share on net income
for the three months ended March 31, 1998, neither the Company's 4.25%
Convertible Subordinated Debentures nor the Company's 2.25% Convertible
Subordinated Debentures were reflected in the computation as their
inclusion would have been anti-dilutive. For purposes of
-6-
<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
computing diluted earnings per share on net income for the three months
ended March 31, 1997, the Company's 4.25% Convertible Subordinated
Debentures were not reflected in the computation, as their inclusion would
have been anti-dilutive.
5) The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income", which
requires presentation of information on comprehensive income and its
components in financial statements. In the Company's case, comprehensive
income includes net income and foreign currency translation adjustments.
Total comprehensive income and its components for each of the quarters
ended March 31, 1998, and March 31, 1997, were as follows:
Three Months
Ended March 31,
(Dollars in Thousands)
----------------------
1998 1997
---- ----
Net Income $ 50,903 $ 40,068
Foreign Currency Translation Adjustments (1,327) (25,821)
-------- --------
Total Comprehensive Income $ 49,576 $ 14,247
======== ========
6) In January 1998, the Company completed the acquisitions of
Fleishman-Hillard, Inc., GPC International Holdings Inc. and Palmer Jarvis
Inc. These acquisitions have been accounted for under the pooling of
interests method of
-7-
<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
accounting. The number of shares issued or to be issued by the Company in
connection with these acquisitions is 3,550,366. The assets, liabilities,
shareholders' equity and results of operations of the companies acquired
are not, either individually or in the aggregate, material to the Company
and, therefore, the Company's prior year financial statements have not
been restated.
7) On January 6, 1998, the Company issued $230,000,000 of 2.25% Convertible
Subordinated Debentures with a scheduled maturity in 2013. The debentures
are convertible into common stock of the Company at a conversion price of
$49.83 per share subject to adjustment in certain events. Debenture
holders have the right to require the Company to redeem the debentures on
January 6, 2004 at a price of 118.968%, or upon the occurrence of a
Fundamental Change, as defined in the indenture agreement, at the
prevailing redemption price. The Company may redeem the debentures, as a
whole or in part, on or after December 31, 2001 initially at 112.841% and
at increasing prices thereafter to 118.968% until January 6, 2004, and
100% thereafter. Unless the debentures are redeemed, repaid or converted
prior thereto, the debentures will mature on January 6, 2013 at their
principal amount. The proceeds of this issuance are being used for general
corporate purposes, including working capital.
-8-
<PAGE>
OMNICOM GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
On January 29, 1998, the Company announced that it had reached
agreement on the terms of a recommended cash offer for The GGT Group plc
("GGT"), an advertising and marketing services group headquartered in the
United Kingdom and operating primarily in France, the United Kingdom and
the United States. The offer price of 200p for each share valued GGT's
fully diluted ordinary share capital at (pound)143 million (approximately
$235 million at the January 29, 1998 exchange rate). On March 31, 1998,
the Company had received acceptances in respect of, or was the beneficial
owner of, over 90% of GGT's ordinary share capital, as a result of which
it has commenced a compulsory acquisition of the remaining outstanding
shares.
On March 4, 1998, the Company issued 4,000,000 shares of common
stock for aggregate proceeds before expenses of $171,400,000. The proceeds
of this issuance are being used for general corporate purposes, including
the funding of the acquisition of The GGT Group plc.
-9-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
First Quarter 1998 Compared to First Quarter 1997
Consolidated worldwide revenues from commission and fee income increased
23.6% in the first quarter of 1998 compared to the first quarter of 1997.
Consolidated domestic revenues increased 24.5% in the first quarter of 1998 to
$475.2 million compared to $381.7 million in the first quarter of 1997.
Consolidated international revenues increased 22.5% in the first quarter of 1998
to $385.8 million compared to $314.9 million in the first quarter of 1997.
Absent the effect of the net acquisitions of subsidiary companies and movements
in international currency exchange rates, consolidated worldwide revenues
increased 15.4% in the first quarter of 1998 as compared to the same period in
1997.
Operating expenses increased 22.4% in the first quarter of 1998 as
compared to the first quarter of 1997. Excluding the effect of the net
acquisition activity and movements in international currency exchange rates
mentioned above, operating expenses increased 15.7% over 1997 levels. This
increase reflects normal salary increases and growth in client service
expenditures to support the increased revenue base.
-10-
<PAGE>
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Net interest expense increased by $3.2 million in the first quarter of
1998 as compared to the same period in 1997. This increase primarily reflects
higher average borrowings during the period, resulting in part from the issuance
of the 2.25% Convertible Subordinated Debentures, partially offset by the effect
of higher average amounts of cash and marketable securities invested during the
quarter.
Pretax profit margin was 10.6% in the first quarter of 1998 as compared to
10.0% in the same period in 1997. Operating margin, which excludes interest and
dividend income and interest expense, was 11.5% in the first quarter of 1998 as
compared to 10.6% in the same period in 1997.
The effective income tax rate was 41.5% in the first quarter of 1998 as
compared to 40.6% in the first quarter of 1997. This increase reflects an
increase in non-deductible goodwill amortization.
The increase in equity in affiliates is the result of greater profits
earned by companies in which the Company owns less than a 50% equity interest.
The increase in minority interest expense is primarily due to new
minorities resulting from acquisitions and greater earnings by companies where
minority interests exist.
Net income increased 27.0% in the first quarter of 1998 as compared to the
same period in 1997. Absent the effect of net acquisitions and movements in
international currency exchange
-11-
<PAGE>
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
rates, net income increased 12.2% in the first quarter of 1998 as compared to
the first quarter of 1997.
Capital Resources and Liquidity
Cash and cash equivalents at March 31, 1998 decreased to $278.2 million
from $556.4 million at December 31, 1997. The relationship between payables to
the media and suppliers and receivables from clients, at March 31, 1998, is
consistent with industry norms.
The Company maintains relationships with a number of banks worldwide,
which have extended unsecured committed lines of credit in amounts sufficient to
meet the Company's cash needs. At March 31, 1998, the Company had $754.7 million
in such unsecured committed lines of credit, comprised of a $500.0 million
revolving credit agreement expiring June 30, 2003, and $254.7 million in lines
of credit, principally outside of the United States. Of the $754.7 million in
unsecured committed lines, $503.6 million remained available at March 31, 1998.
On January 6, 1998, the Company issued $230,000,000 of 2.25%
Convertible Subordinated Debentures with a scheduled maturity in 2013. The
debentures are convertible into common stock of the Company at a conversion
price of $49.83 per share subject to adjustment in certain events. Debenture
holders have the right to require the Company to redeem the debentures on
January 6, 2004 at a price of 118.968%, or upon the occurrence of a Fundamental
Change, as defined in the indenture agreement, at the prevailing redemption
price. The Company may
-12-
<PAGE>
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
redeem the debentures, as a whole or in part, on or after December 31, 2001
initially at 112.841% and at increasing prices thereafter to 118.968% until
January 6, 2004, and 100% thereafter. Unless the debentures are redeemed, repaid
or converted prior thereto, the debentures will mature on January 6, 2013 at
their principal amount. The proceeds of this issuance are being used for general
corporate purposes, including working capital.
On March 4, 1998, the Company issued 4,000,000 shares of common stock for
aggregate proceeds before expenses of $171,400,000. The proceeds of this
issuance are being used for general corporate purposes, including the funding of
the acquisition of The GGT Group plc.
Management believes the aggregate lines of credit available to the Company
plus cash flows from operations will be adequate to support its anticipated
requirements.
Year 2000 Issue
The Year 2000 issue is the result of computer programs being written using
two digits, rather than four, to define the applicable year. Accordingly, any of
the computer programs utilized by the Company that have date sensitive software
my cause system failures or miscalculations if data entry of "00" is recognized
as a date other than 2000.
The Company has determined that it is required to modify portions of its
software so that its computer systems will
-13-
<PAGE>
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
properly utilize dates beyond December 31, 1999. The Company is dependent on
third-party computer systems and applications, particularly with respect to such
critical tasks as accounting, billing and buying, planning and paying for media,
as well as on its own computer systems and internally developed applications.
The Company intends to modify or replace all affected systems for compliance,
and is also monitoring the adequacy of the processes and progress of third-party
vendors of systems that may be affected by the Year 2000 issue. The Company
believes that with upgrades or modifications to existing software and conversion
to new software, the impact of the Year 2000 issue can be overcome. However, if
such upgrades, modifications and conversions are not made, or are not made in a
timely manner, the Year 2000 issue could have a material impact on the Company's
operations.
The Company will utilize both internal and external resources to
reprogram, or replace, and test software for Year 2000 compliance. The Company
has a team of managers dedicated to addressing Year 2000 compliance for the
Company, clients, and vendors. The costs of the project have not yet been
determined but are not expected to have a material adverse effect on the
Company. Amounts incurred are expected to be expensed as incurred, unless new
software is purchased which will be capitalized. The Company has not incurred
significant costs to date.
-14-
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
On January 6, 1998, the Company issued $230,000,000 aggregate principal
amount of 2.25% Convertible Subordinated Debentures due 2013 within the United
States only to "Qualified Institutional Buyers" (as defined in Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act")) in compliance
with Rule 144A. Morgan Stanley & Co. Incorporated acted as the placement agent
in the offering of debentures, and purchased the debentures at a purchase price
of 98.2% of the principal amount thereof plus accrued interest. The sale of the
debentures and the shares of the Company's common stock into which the
debentures may be converted was not registered under the Securities Act;
subsequently, the resale thereof by debenture holders was registered (File No.
333-47047).
The debentures are convertible into common stock of the Company at a
conversion price of $49.83 per share subject to adjustment in certain events.
Debenture holders have the right to require the Company to redeem the debentures
on January 6, 2004 at a price of 118.968%, or upon the occurrence of a
Fundamental Change, as defined in the indenture agreement, at the prevailing
redemption price. The Company may redeem the debentures, as a whole or in part,
on or after December 31, 2001 initially at 112.841% and at increasing prices
thereafter to 118.968% until January 6, 2004, and 100% thereafter. Unless the
debentures are redeemed, repaid or converted prior thereto,
-15-
<PAGE>
the debentures will mature on January 6, 2013 at their principal amount.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule (filed
in electronic format only)
(b) Reports on Form 8-K
The Company filed the following reports on Form 8-K during the quarter for
which this report is filed: a report dated January 20, 1998, to report the
issuance of $230,000,000 aggregate principal amount of 2.25% Convertible
Subordinated Debentures due 2013 and to file certain related exhibits; a report
dated March 4, 1998, attaching the Company's press release issued February 19,
1998; and a report dated March 6, 1998, to file certain exhibits to be
incorporated in the Company's Registration Statement on Form S-3 (File No.
333-46303).
-16-
<PAGE>
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.
Omnicom Group Inc.
(Registrant)
Date May 14, 1998 /s/ Fred J. Meyer
------------------------------
Fred J. Meyer
Chief Financial Officer
(Principal Financial Officer)
Date May 14, 1998 /s/ Jonathan E. Ramsden
------------------------------
Jonathan E. Ramsden
Controller
(Principal Accounting Officer)
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF OMNICOM GROUP INC. AND
SUBSIDIARIES AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 278,192
<SECURITIES> 74,657
<RECEIVABLES> 2,236,271
<ALLOWANCES> 40,964
<INVENTORY> 0
<CURRENT-ASSETS> 3,170,010
<PP&E> 656,043
<DEPRECIATION> 357,441
<TOTAL-ASSETS> 5,743,918
<CURRENT-LIABILITIES> 3,791,246
<BONDS> 651,979
0
0
<COMMON> 88,693
<OTHER-SE> 934,668
<TOTAL-LIABILITY-AND-EQUITY> 5,743,918
<SALES> 0
<TOTAL-REVENUES> 860,976
<CGS> 0
<TOTAL-COSTS> 521,166
<OTHER-EXPENSES> 240,641
<LOSS-PROVISION> 1,709
<INTEREST-EXPENSE> 7,512
<INCOME-PRETAX> 91,657
<INCOME-TAX> 38,003
<INCOME-CONTINUING> 50,903
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,903
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.31
</TABLE>
