SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1996
OR
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 1-7155
THE DUN & BRADSTREET CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-2740040
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- - ------------------------------------- ------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
187 Danbury Road, Wilton, CT 06897
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 834-4200
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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
-- --
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Shares Outstanding
Title of Class at July 31, 1996
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Common Stock, 170,090,834
par value $1 per share
<PAGE>
THE DUN & BRADSTREET CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Statement of Income (Unaudited)
Three Months Ended June 30, 1996 and 1995 3
Six Months Ended June 30, 1996 and 1995 4
Condensed Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended June 30, 1996 and 1995 5
Condensed Consolidated Statement of Financial Position (Unaudited)
June 30, 1996 and December 31, 1995 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
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<TABLE>
PART I. FINANCIAL INFORMATION
Item I. FINANCIAL STATEMENTS
THE DUN & BRADSTREET CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(In millions except pershare amounts)
<CAPTION>
Three Months Ended
June 30
---------------------------------------------
1996 1995
------------------ -----------------
<S> <C> <C>
Operating Revenue $1,377.9 $1,307.4
Operating Costs 852.7 565.8
Selling and Administrative Expenses 518.3 521.6
------------------ -----------------
Operating Income 6.9 220.0
Interest Expense - Net 4.1 5.3
Other Expense - Net 19.5 12.6
------------------ -----------------
Non-Operating Expense - Net 23.6 17.9
(Loss) Income Before Provision for Taxes (16.7) 202.1
Provision for Income Taxes 8.7 56.0
------------------ -----------------
Net (Loss) Income $(25.4) $146.1
================== =================
(Loss) Earnings Per Share of Common Stock $(0.15) $0.86
================== =================
Dividends Paid Per Share of Common Stock $0.66 $0.66
================== =================
Average Number of Shares Outstanding 170.1 169.6
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(In millions except per share amounts)
<CAPTION>
Six Months Ended
June 30
---------------------------------------------
1996 1995
------------------ -----------------
<S> <C> <C>
Operating Revenue $2,649.9 $2,527.0
Operating Costs 1,500.8 1,164.8
Selling and Administrative Expenses 999.7 997.4
Restructuring Income - Net 0.0 (28.0)
------------------ -----------------
Operating Income 149.4 392.8
Interest Expense - Net 7.7 11.8
Other Expense - Net 35.8 28.3
------------------ -----------------
Non-Operating Expense - Net 43.5 40.1
Income Before Provision for Taxes 105.9 352.7
Provision for Income Taxes 43.6 97.7
------------------ -----------------
Net Income $62.3 $255.0
================== =================
Earnings Per Share of Common Stock $0.37 $1.50
================== =================
Dividends Paid Per Share of Common Stock $1.32 $1.31
================== =================
Average Number of Shares Outstanding 169.8 169.6
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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</TABLE>
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION
CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS (UNAUDITED)
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- - -----------------------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30
(Amounts in millions) 1996 1995
<CAPTION>
<S> <C> <C>
- - -----------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net Income $62.3 $255.0
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 216.0 234.5
Impairment and Other Losses from Sale of Businesses, Net of Taxes 163.0 0
Gain from Sale of Business 0 (28.0)
Restructuring Payments (35.1) (56.6)
Postemployment Benefits Expense 14.0 8.5
Postemployment Benefit Payments (33.5) (61.4)
Payments Related to 1995 Provision for Reorganization (36.2) 0
Net Decrease in Accounts Receivable 65.1 20.7
Unearned Subscription Income 95.6 107.2
Income Taxes Paid - Net of Refunds (4.1) (62.4)
Net Changes in Other Working Capital Items (73.8) (31.9)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 433.3 385.6
- - -----------------------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Proceeds from Marketable Securities 29.4 27.8
Payments for Marketable Securities (47.2) (9.6)
Proceeds from Sale of Businesses 23.5 29.0
Capital Expenditures (122.1) (142.3)
Additions to Computer Software and Other Intangibles (98.8) (97.8)
Increase in Other Investments and Notes Receivable (15.0) (11.7)
Other 15.3 (13.7)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (214.9) (218.3)
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Cash Flows from Financing Activities:
Payment of Dividends (224.2) (223.5)
Payments for Purchase of Treasury Shares (3.3) (35.4)
Net Proceeds from Exercise of Stock Options 38.3 13.0
(Decrease) Increase in U.S. Short-term Borrowings (4.5) 151.2
Other 3.6 21.6
- - -----------------------------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities (190.1) (73.1)
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Effect of Exchange Rate Changes on Cash and Cash Equivalents (4.3) 20.8
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Increase in Cash and Cash Equivalents 24.0 115.0
Cash and Cash Equivalents, Beginning of Year 385.5 335.4
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Cash and Cash Equivalents, End of Period $409.5 $450.4
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<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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</TABLE>
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION
Condensed Consolidated Statement of Financial Position (Unaudited)
(Amounts in millions)
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
June 30 December 31
1996 1995
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and Cash Equivalents $409.5 $385.5
Marketable Securities 73.5 52.8
Accounts Receivable-Net 1,371.8 1,451.7
Other Current Assets 451.7 408.5
------------ ------------
Total Current Assets 2,306.5 2,298.5
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Investments
Marketable Securities 133.1 139.5
Other Investments and Notes Receivable 353.0 336.9
------------ ------------
Total Investments 486.1 476.4
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Property, Plant and Equipment-Net 876.4 874.4
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Other Assets-Net
Deferred Charges 366.1 366.3
Computer Software 331.1 312.3
Other Intangibles 153.6 178.5
Goodwill 816.4 1,009.4
------------ ------------
Total Other Assets-Net 1,667.2 1,866.5
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TOTAL ASSETS $5,336.2 $5,515.8
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Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable $305.9 $357.6
Short-term Debt 446.1 444.5
Accrued and Other Current Liabilities 1,331.4 1,364.3
Accrued Income Taxes 62.9 42.1
Redeemable Partnership Interests 625.0 625.0
------------ ------------
Total Current Liabilities 2,771.3 2,833.5
- - ------------------------------------------------------------------------------------------------------------------------------------
Unearned Subscription Income 413.1 319.6
Postretirement and Postemployment Benefits 536.0 553.3
Deferred Income Taxes 155.3 167.7
Other Liabilities and Minority Interests 414.7 459.2
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TOTAL LIABILITIES $4,290.4 $4,333.3
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Shareholders' Equity $1,045.8 $1,182.5
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,336.2 $5,515.8
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<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</FN>
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</TABLE>
<PAGE>
THE DUN & BRADSTREET CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Consolidated Financial Statements
These interim consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and should be read in conjunction with the
consolidated financial statements and related notes of The Dun & Bradstreet
Corporation (the "Company" or "D&B") 1995 Annual Report on Form 10-K. In the
opinion of management, all adjustments (consisting of normal recurring
accruals), considered necessary for a fair presentation of financial position,
results of operations and cash flows at the dates and for the periods presented
have been included. Certain prior-year amounts have been reclassified to conform
with the 1996 presentation.
On January 9, 1996, the Company announced a plan to reorganize into three
publicly traded independent companies by spinning off through a tax-free
distribution two of its businesses to shareholders. The three companies will be:
Cognizant Corporation, consisting of IMS International, Gartner Group, Nielsen
Media Research, Pilot Software, Satyam Software and Erisco; The Dun & Bradstreet
Corporation, consisting of Dun & Bradstreet Information Services, Moody's
Investors Service and Reuben H. Donnelley; and ACNielsen. As discussed below, in
connection with the reorganization, several other divisions, such as Dun &
Bradstreet Software (DBS) and American Credit Indemnity (ACI) will be divested.
The distribution is subject to final approval by the Company's board of
directors and obtaining a ruling from the Internal Revenue Service will respect
to the tax-free treatment of the distribution.
Note 2 - Assets Held for Sale
In May the Company completed the sale of the Proprietary West division of Reuben
H. Donnelley. Additionally, in late May, the Company entered into a definitive
agreement to sell ACI and in June, the Company obtained a letter of intent for a
buyer to acquire DBS. These divestitures are expected to close in the third
quarter. In connection with these divestitures, the Company recorded within
operating costs a charge of $212.3 million ($163.0 million, after tax),
reflecting primarily impairment and realized losses.
The aggregate carrying amount of the businesses held for sale at fair value,
less costs to sell totaled $281.7 million at June 30, 1996. For the quarter and
six months ended June 30, 1996, aggregate operating results of the businesses to
be divested before the applicable losses ($187.3 million) were as follows (in
millions):
Quarter Six Months
Ended Ended
6/30/96 6/30/96
--------- ---------
Operating Revenue $100.5 $195.3
Operating Income $8.0 $1.2
-7-
<PAGE>
The Company also recorded within selling and administrative expenses $9.0
million in reorganizaton transaction costs.
Note 3 - Financial Instruments with Off-Balance-Sheet Risk
The Company is a party to financial instruments with off-balance-sheet-risk,
which are entered into in the normal course of business to reduce exposure to
fluctuations in interest and foreign exchange rates. Interest rate swap
agreements are entered into primarily as hedges against variable interest rate
exposures. During the second quarter of 1996, the Company executed swap
agreements which effectively fixed interest rates on an additional $100 million
of variable rate debt. As a result, at June 30, 1996, the Company had swap
agreements outstanding to fix interest rates on a total of $500 million of
variable rate debt through January 2005. The weighted average fixed rate payable
under these agreements is 7.08%. The differential interest to be paid or
received under these agreements is included in interest expense over the life of
the debt.
Note 4 - Investment Partnerships
During 1993, three of the Company's subsidiaries contributed assets and
third-party investors contributed cash ($125 million) to a limited partnership.
One of the Company's subsidiaries serves as general partner. All of the other
partners, including the third-party investors, hold limited partner interests.
The partnership, which is a separate and distinct legal entity, is in the
business of licensing database assets and computer software.
In addition, during 1993, the Company participated in the formation of a limited
partnership to invest in various securities including those of the Company. One
of the company's subsidiaries serves as managing general partner. Third-party
investors hold limited partner and special investors interests totaling $500
million. The special investors are entitled to a specified return on their
investments. Funds raised by the partnership provided a source of the financing
for the Company's repurchase in 1993 of 8.3 million shares of its common stock.
For financial reporting purposes, the assets, liabilities, results of operations
and cash flows of the partnerships described above are included in the Company's
consolidated financial statements. The third-parties investments in these
partnerships at June 30, 1996 and December 31, 1995 totaled approximately $625
million, and are reflected in redeemable partnership interests. Third-parties
share of partnerships results of operations, including specified returns, is
reflected in other expense-net.
-8-
<PAGE>
Note 5 - Litigation
The Company and its subsidiaries are involved in legal proceedings, claims and
litigation arising in the ordinary course of business.
In addition, Directorate General IV of the Commission of the European Union
is currently investigating ACNielsen Company ("ACNielsen") for the possible
violation of European Union competition law. In May 1996, the Commission issued
a Statement of Objections with respect to certain of ACNielsen's practices in
Europe, including discounting and other sales practices. ACNielsen intends to
respond both orally and in writing to the Commission's Statement of Objections.
Following the receipt of such submissions and a hearing at which representatives
of European Union member states will participate, the Commission may uphold
ACNielsen's position and dismiss the complaint or adopt a decision prohibiting
any of the practices identified in the Statement of Objections and imposing
substantial fines. Any action by the Commission would be subject to review by
the European Court of First Instance and the European Court of Justice.
ACNielsen intends to defend this matter vigorously. In the opinion of
management, the outcome of such current legal proceedings, claims and litigation
could have a material effect on quarterly or annual operating results when
resolved in a future period. However, in the opinion of management , these
matters will not materially affect the Company's consolidated financial
position.
In addition, on July 29, 1996, Information Resources, Inc. ("IRI")
filed a complaint in the United States District Court for the Southern District
of New York, naming as defendants The Dun & Bradstreet Corporation, ACNielsen
Company ("ACNielsen") and IMS International, Inc. ("IMS").
The complaint alleges various violations of United States antitrust
law: (1) a violation of Section 1 of the Sherman Act through an alleged practice
of tying ACNielsen services in different countries or of ACNielsen and IMS
services; (2) a violation of Section 1 of the Sherman Act through alleged
unreasonable restraints of trade consisting of the contracts described above and
through alleged long-term agreements with multi-national customers; (3) a
violation of Section 2 of the Sherman Act for monopolization and attempted
monopolization of export markets through alleged exclusive data acquisition
agreements with retailers in foreign countries, the contracts with customers
described above, and other means; (4) a violation of Section 2 of the Sherman
Act for attempted monopolization of the United States market through the alleged
exclusive data agreements described above, predatory pricing, and other means;
and (5) a violation of Section 2 of the Sherman Act for an alleged use of market
power in export markets to gain an unfair competitive advantage in the United
States.
The complaint also alleges two claims of tortious interference with a
contract and tortious interference with a prospective business relationship.
These claims relate to the acquisition by defendants of Survey Research Group
Limited ("SRG"). IRI alleges that SRG violated an alleged agreement with IRI
when it agreed to be acquired by defendants and that defendants induced SRG to
breach that agreement.
The Company intends to defend this action vigorously; however,
management is unable to predict at this time the final outcome of this matter or
whether the resolution of this matter could materially affect the Company's
results of operations and/or financial condition.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reported second-quarter revenue increased by 5.4% to $1,377.9 million from
$1,307.4 million a year ago. Excluding the stronger U.S. dollar, second quarter
revenue increased approximately 7%. Consolidated first-half revenue increased
4.9% to $2,649.9 million from $2,527.0 million in 1995.
Operating income in the second quarter declined to $6.9 million, compared with
$220.0 million in the second quarter of 1995, reflecting a $212.3 million
pre-tax charge related to the planned divestiture of DBS and ACI and the sale of
the Proprietary West division of Reuben H. Donnelley (RHD) and $9.0 million in
reorganization transaction costs. Excluding these costs, second quarter
operating income increased 3.7%.
-9-
<PAGE>
First-half operating income was $149.4 million, compared with operating income
of $392.8 million in 1995. Excluding a $28 million pre-tax restructuring gain in
the first quarter of 1995, related to the sale of warrants received in
connection with the divestiture of Donnelley Marketing, and the 1996 charges
described above, operating income increased approximately 2%.
Non-operating expense-net in the second quarter was $23.6 million, compared with
$17.9 million of expense in 1995. Non-operating expense-net increased, in part,
due to higher minority interest expense related to Gartner Group. First half
non-operating expense-net was $43.5 million, compared with non-operating
expense-net of $40.1 million a year ago.
The Company reported a net loss of $25.4 million in the second quarter, due to
the charges related to the planned divestitures, the sale of the Proprietary
West division of RHD and the reorganization costs. Excluding these factors, net
income was $146.6 million, essentially unchanged from a year ago. Net income in
the first half was $62.3 million, compared with net income of $255.0 million in
the first half of last year. Excluding the gain in the first-quarter of 1995
related to the sale of warrants received in connection with the sale of
Donnelley Marketing, and the 1996 second quarter charges described above,
first-half net income was $234.3 million, essentially unchanged from a year ago.
The Company's first-half effective tax rate was 41.1%, compared with the
first-half 1995 effective tax rate of 27.7%. The higher rate in 1996 primarily
reflects the lower tax benefits on the charges discussed in Note 2 to the
Condensed Consolidated Financial Statements. Excluding the tax effects of the
charges, the first-half effective tax rate would have been 28.4%.
Business Segment Highlights
Marketing Information Services reported a 7.2% increase in second-quarter
- - --------------------------------
revenue to $629.8 million from $587.4 million a year ago. IMS reported revenue
of $212.3 million in the second quarter, up 10.9% from a year ago. Revenue
growth was driven by worldwide strength in the core sales management products,
including the SNAP/Pharma products marketed by IMS's Sales Technologies unit;
robust sales of new products, including the Xplorer decision-support system and
professional services; and by geographic expansion in South Africa, southeast
Asia and eastern Europe.
Nielsen Media Research posted double-digit revenue growth for the period,
driven by increased sales of services to new broadcast and cable networks, and
growing revenue from new products and services, including local Hispanic
audience measurement.
ACNielsen's worldwide revenue increased by 3%. ACNielsen's Americas region
continued its strong performance in the second quarter, posting a revenue
increase of 6.2% to $116.6 million from $109.8 million in the second quarter a
year ago. U.S. operating revenue increased by 3.1% to $69.6 million.
In Europe, ACNielsen continued to invest in reengineering efforts
designed to improve customer service, quality and speed of delivery.
Second-quarter European revenue was $151.4 million compared with $159.1 million
a year ago, due to a stronger dollar and customer-service issues resulting from
the transition to scanning. Asia/Pacific continued to post double-digit revenue
growth, with revenue climbing 19.9% to $62.5 million from $52.2 million a year
ago.
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<PAGE>
Risk Management and Business Marketing Information Services reported
- - ---------------------------------------------------------------------
second-quarter revenue growth of 3.0% to $438.9 million from $426.1 million a
year ago. Dun & Bradstreet Information Services (DBIS) reported second-quarter
revenue growth of 3.8% to $332.6 million from $320.7 million a year ago,
excluding ACI.
DBIS U.S. posted a 4% increase in second-quarter revenue, up modestly from the
first quarter. DBIS Europe's revenue was up 2% in the second quarter,
reflecting adverse foreign exchange fluctuations and lower-than-expected
performances in Switzerland, Italy and Belgium.
Moody's Investors Service posted strong revenue growth for the second quarter,
driven by continued positive results in the bond market.
Software Services reported a 12.6% decline in second quarter revenue to $94.7
- - ------------------
million from $108.2 million a year ago, reflecting in part, a decline in
revenue at DBS.
Directory Information Services reported second quarter revenue of $94.0 million
- - -------------------------------
up 4.6% from $89.9 million a year ago. RHD had solid growth in second quarter
revenue, benefiting from the shifting of the publication of several directories
from the first quarter to the second quarter, as previously announced.
Other Business Services reported second quarter growth of 25.9% to $120.5
- - -------------------------
million from $95.7 million a year ago. Gartner Group achieved excellent growth
in second-quarter revenue, reflecting the successful integration and strong
performance of Dataquest, revenue from new products and continued strength in
Gartner's core research business.
-11-
<PAGE>
Changes in Financial Position at June 30, 1996 compared with December 31, 1995.
Goodwill decreased to $816.4 million at June 30, 1996, from $1,009.4 million at
December 31, 1995, primarily reflecting impairment losses recorded in the second
quarter of 1996 in connection with the planned divestiture of ACI and DBS.
Unearned Subscription Income increased to $413.1 million at June 30, 1996 from
$319.6 million at December 31, 1995, reflecting the cyclical pattern of higher
subscription sales in the first quarter.
Condensed Consolidated Statement of Cash Flows
Six Months Ended June 30, 1996 and 1995
Net cash provided by operating activities for the six months ended June 30, 1996
totaled $433.3 million compared with $385.6 million for the comparable period in
1995. The increase of $47.7 million primarily reflected lower restructuring
payments ($21.5 million), lower postemployment benefit payments ($27.9 million)
and lower income tax payments, net ($58.3 million), offset in part by $36.2
million for payments related to the 1995 provision for reorganization.
Net cash used in investing activities for the six months ended June 30, 1996
totaled $214.9 million, which was comparable to $218.3 million of cash used for
investing activities during the first half of 1995.
Net cash used in financing activities for the six months ended June 30, 1996
totaled $190.1 million compared with $73.1 million for the comparable period of
1995 primarily reflecting a decrease in U.S. short-term borrowings ($4.5
million) in the first-half of 1996 compared with an increase of $151.2 million
in the first half of 1995.
Other
The Board of Directors declared on July 17, 1996 a dividend of 25 cents per
share payable September 10, 1996, to shareowners of record at the close at
business August 20, 1996.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareowners of The Dun & Bradstreet Corporation
was held on April 16, 1996.
The following nominees for director named in the Proxy Statement dated
March 18, 1996 were elected at the Meeting by the votes indicated.
For Withheld
--- --------
Robert J. Lanigan 142,770,570 2,847,086
Vernon R. Loucks, Jr. 141,648,274 3,969,382
M. Bernard Puckett 142,740,762 2,876,894
Volney Taylor 142,810,883 2,806,683
The votes in favor of the election of the nominees represent at least
97.3% of the shares voted for each of the nominees.
Approval of the appointment of Independent Public Accountants was
approved by the following vote:
For Against Abstain
--- ------- -------
Number of shares 144,735,503 306,957 575,196
The proposal on implementation of the MacBride Principles in Northern
Ireland was defeated by the following vote:
For Against Abstain Non-Votes
--- ------- ------- ---------
Number of shares 16,931,404 98,290,494 16,970,235 13,425,523
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(27) Financial Data Schedule
(Filed Electronically)
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended June 30, 1996.
-13-
<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.
THE DUN & BRADSTREET CORPORATION
Date: August 13, 1996 By:/s/ NICHOLAS L. TRIVISONNO
=================================
Nicholas L.Trivisonno
Executive Vice President - Finance
and Chief Financial Officer
Date: August 13, 1996 By:/s/ THOMAS W. YOUNG
=================================
Thomas W. Young
Senior Vice President and Controller
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 409,481
<SECURITIES> 73,506
<RECEIVABLES> 1,371,770
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,306,509
<PP&E> 1,990,415
<DEPRECIATION> 1,113,969
<TOTAL-ASSETS> 5,336,228
<CURRENT-LIABILITIES> 2,771,306
<BONDS> 0
0
0
<COMMON> 188,421
<OTHER-SE> 857,387
<TOTAL-LIABILITY-AND-EQUITY> 5,336,228
<SALES> 0
<TOTAL-REVENUES> 2,649,892
<CGS> 0
<TOTAL-COSTS> 2,500,440
<OTHER-EXPENSES> 35,847
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,726
<INCOME-PRETAX> 105,879
<INCOME-TAX> 43,548
<INCOME-CONTINUING> 62,331
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,331
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
