<PAGE>
UNITED STATES
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 JULY 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-12771
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3630868
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10260 CAMPUS POINT DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 546-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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
--- ---
As of August 31, 1994, the Registrant had 44,824,819 shares of Class A
common stock, $.01 par value per share, issued and outstanding, and 344,926
shares of Class B common stock, $.05 par value per share, issued and
outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited, in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
----------------------------- -----------------------------
July 31, 1994 July 31, 1993 July 31, 1994 July 31, 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 484,302 $ 395,740 $ 897,582 $ 764,821
---------- ---------- ---------- ----------
Costs and expenses:
Cost of revenues 427,537 347,956 791,757 672,425
Selling, general and
administrative expenses 34,683 30,340 66,077 58,106
Interest expense 650 716 1,418 1,459
---------- ---------- ---------- ----------
462,870 379,012 859,252 731,990
---------- ---------- ---------- ----------
Income before income taxes 21,432 16,728 38,330 32,831
Provision for income taxes 9,195 7,026 16,444 13,789
---------- ---------- ---------- ----------
Net income $ 12,237 $ 9,702 $ 21,886 $ 19,042
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings per share of
common stock and equivalents $ .25 $ .21 $ .45 $ .41
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
July 31, 1994 January 31, 1994
------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 34,782 $ 53,556
Receivables 346,510 356,836
Inventories 31,084 14,764
Prepaid expenses 11,953 10,354
Deferred income taxes 25,475 22,083
---------- ----------
Total current assets 449,804 457,593
Property and equipment (less accumulated depreciation
of $102,621 and $96,538 at July 31, 1994
and January 31, 1994, respectively) 48,437 50,581
Land and buildings (less accumulated depreciation of
$7,405 and $6,492 at July 31, 1994
and January 31, 1994, respectively) 82,733 69,161
Other assets 63,794 34,240
---------- ----------
$ 644,768 $ 611,575
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 132,779 $ 133,433
Accrued payroll and employee benefits 107,780 106,548
Income taxes payable 10,643 9,889
Notes payable and current portion of long-term liabilities 2,299 1,143
---------- ----------
Total current liabilities 253,501 251,013
Long-term liabilities 28,080 25,060
Stockholders' equity:
Common stock:
Class A, $.01 par value
Authorized: 100,000 shares
Issued and outstanding:
July 31, 1994 - 44,855 shares 449
January 31, 1994 - 44,315 shares 443
Class B, $.05 par value
Authorized: 5,000 shares
Issued and outstanding:
July 31, 1994 - 359 shares 18
January 31, 1994 - 364 shares 19
Additional paid-in capital 189,522 172,713
Retained earnings 173,198 162,327
---------- ----------
Total stockholders' equity 363,187 335,502
---------- ----------
$ 644,768 $ 611,575
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Six months ended
-----------------------------
July 31, 1994 July 31, 1993
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 21,886 $ 19,042
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,979 10,696
Noncash compensation 9,370 7,901
Loss on disposal of property and equipment 217 130
Increase (decrease) in cash resulting from changes in:
Receivables 11,282 52,913
Inventories (15,873) (9,570)
Prepaid expenses (1,599) 286
Deferred income taxes (3,392) 1,470
Other assets (6,216) (556)
Progress payments (1,403) 7,633
Accounts payable and accrued liabilities (654) (27,198)
Accrued payroll and employee benefits 1,232 5,401
Income taxes payable 2,640 883
----------- -----------
29,469 69,031
----------- -----------
Cash flows from investing activities:
Expenditures for property and equipment (7,093) (8,026)
Expenditures for land and buildings (14,485)
Acquisitions of certain business assets (11,502) (2,698)
Proceeds from disposal of property and equipment 106 200
Purchase of marketable securities (13,988)
----------- -----------
(46,962) (10,524)
----------- -----------
Cash flows from financing activities:
Increase (decrease) in notes payable and long-term liabilities 2,014 (722)
Sales of common stock 11,830 12,691
Repurchases of common stock (15,125) (14,877)
----------- -----------
(1,281) (2,908)
----------- -----------
(Decrease) increase in cash and cash equivalents (18,774) 55,599
Cash and cash equivalents at beginning of period 53,556 15,989
----------- -----------
Cash and cash equivalents at end of period $ 34,782 $ 71,588
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with the
instructions to Form 10-Q and therefore does not necessarily include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
Effective February 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment
Benefits," SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," and Statement of Position ("SOP") 93-6, "Employers' Accounting for
Employee Stock Ownership Plans." Adoption of SFAS No. 112 had an immaterial
effect on net income for the six months ended July 31, 1994, while adoption of
SFAS No. 115 and SOP 93-6 did not have an effect on the Company's financial
position or results of operations during the six months ended July 31, 1994.
Certain amounts from the six months ended July 31, 1993 have been reclassified
in the consolidated financial statements to conform to the presentation of the
six months ended July 31, 1994.
The number of outstanding common stock equivalents referred to in Note F
includes Class A common stock and the conversion of each share of Class B common
stock into five shares of Class A common stock.
In the opinion of management, the unaudited financial information for the six
month periods ended July 31, 1994 and 1993 reflect all adjustments (which
include only normal, recurring adjustments) necessary for a fair presentation
thereof.
NOTE B - RECEIVABLES
Unbilled accounts receivable include $7,415,000 of costs incurred on projects
for which the Company has been requested by the customer to begin work under a
new contract, or extend work under a present contract, but for which formal
contracts or contract modifications have not been executed at July 31, 1994.
NOTE C - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<TABLE>
<CAPTION>
July 31, 1994
-------------
(in thousands)
<S> <C>
Inventories:
Contracts-in-process, less progress payments of $3,456 $ 8,868
Raw Materials 22,216
---------
$ 31,084
---------
---------
Other Assets:
Intangibles $ 26,881
Marketable securities 20,176
Deferred taxes 4,280
Other 12,457
---------
$ 63,794
---------
---------
</TABLE>
NOTE D - MARKETABLE SECURITIES
Marketable securities consist of long-term municipal bonds held to maturity and
measured at amortized cost in accordance with recently issued SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." As of July
31, 1994, marketable securities of $20,176,000 had a fair value of $19,847,000
maturing in two to three years.
<PAGE>
NOTE E - NOTES PAYABLE
The Company has substantially equivalent unsecured revolving credit/term loan
agreements with three banks totaling $67,500,000 which allow borrowings on a
revolving basis until July 1, 1996. At that time, the Company has the option to
borrow under three-year term notes, payable in twelve quarterly installments.
The agreements enable borrowings at various interest rates, at the Company's
option, based on prime, money market, London interbank borrowing, certificate of
deposit, bankers' acceptance, or other negotiated rates. Annual facility fees
are 1/4 of 1% of the total commitment during the initial revolving credit term.
As of July 31, 1994, the entire $67,500,000 was available under the most
restrictive debt covenants of the credit/term loan agreements.
NOTE F - EMPLOYEE BENEFIT PLANS
The Company has an Employee Stock Ownership Plan (the "Plan") in which eligible
employees participate. The Company has made cash contributions to the Plan
based upon amounts determined annually by the Board of Directors. Contributions
have been allocated to participants' accounts based on their annual
compensation. The Company recognizes compensation expense as the fair value of
the common stock or cash in the year of contribution. Compensation expense of
$5,234,000 was recorded for the six month periods ended July 31, 1994. A
participant's interest in their Plan accounts vests 25% per year in the third
through sixth year of service. Shares of common stock distributed from the Plan
bear a limited put option that, if exercised, would require the Company to
repurchase the shares at the current fair value. At July 31, 1994, the Plan
held 16,288,000 shares of common stock equivalents with a fair value of
$235,844,000. All shares held by the Plan are included in the computation of
earnings per share which is based on the weighted average number of shares of
common stock outstanding, increased by the effect of dilutive options.
NOTE G - INCOME TAXES
Income taxes for interim periods are computed using the estimated annual
effective rate method.
NOTE H - COMMITMENTS AND CONTINGENCIES
On February 15, 1994, the Company was served with search warrants and a subpoena
for documents and records associated with the performance by the SAIT operating
unit of the Company under three development programs for the Department of
Defense (DOD). On August 1, 1994, the U. S. District Court for the Southern
District of California unsealed a civil complaint that had been filed under seal
on March 13, 1993 by an employee of the Company's SAIT operating unit seeking
damages on behalf of the U. S. Government under the Federal False Claims Act. On
August 1, 1994, the U.S. Government announced its intention to intervene in the
case and to file an amended complaint without giving any indication of the
substance of the amended complaint. The Company is unable at this stage to
assess the impact, if any, that this investigation and the lawsuit might
ultimately have on its consolidated financial position, results of operations or
ability to conduct business.
The Company is also involved in various other investigations, claims and
lawsuits arising in the normal conduct of its business, none of which the
Company anticipates will have a material adverse effect on its consolidated
financial position, results of operations or ability to conduct business.
The Company leases a general purpose office building and has guaranteed a
$12,250,000 loan on behalf of the building owner. Certain financial ratios and
balances required by the guarantee have been maintained.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the three and six month periods ended July 31, 1994 increased 22.4%
and 17.4%, respectively, compared to the same periods of the prior year and
continued to shift toward lower cost service type contracts. This trend
reflects the increasingly competitive business environment in the Company's
traditional business areas, as well as the Company's increased success in the
engineering and field services market, which typically involve lower cost
contracts.
Revenues are generated from the efforts of the Company's technical staff as well
as the pass through of costs for materials and subcontract efforts, which
primarily occur on large, multi-year contracts. At July 31, 1994, the Company
had approximately 16,100 full-time employees compared to approximately 14,700 at
July 31, 1993. Material and subcontract ("M&S") revenues were $141 million and
$235 million for the three and six months ended July 31, 1994, respectively,
compared to $90 million and $169 million for the same periods of the prior year.
As a percentage of total revenues, M&S revenues were 29% and 26% for the three
and six months ended July 31, 1994, respectively, compared to 23% and 22% for
the same periods of the prior year and have increased primarily due to the
growth of product revenues. Product revenues generally have a very high
percentage of M&S content.
The Company's principal customer, the U.S. Government, continues to shift the
procurement of product and system development contracts to cost-reimbursement,
time-and-materials ("T&M") or fixed-price level-of-effort ("FP-LOE") contracts,
instead of firm fixed-price ("FFP") contracts. This, along with more selective
bidding of FFP opportunities, resulted in the decrease of the percentage of the
Company's revenues attributable to the higher risk, FFP contracts to 17% for the
six months ended July 31, 1994 from 19% for same period of the prior year. FP-
LOE and T&M type contracts represented 22% and 19% of revenues for the six
months ended July 31, 1994 and 1993, respectively, while cost reimbursement
contracts were 61% and 62% for the same periods, respectively. The Company
assumes greater performance risk on FFP contracts and the failure to accurately
estimate ultimate costs or to control costs during performance of the work may
result in reduced profits or losses. The Company incurred overruns during the
performance of certain FFP contracts for the six months ended July 31, 1994 and
1993.
The cost of revenues as a percentage of revenues (excluding interest income)
increased to 88.4% and 88.3% for the three and six month periods ended July 31,
1994, respectively, compared to 88.0% for the same periods of the prior year.
The higher percentage of cost of revenues percentage is primarily attributable
to three factors: overruns during the performance of certain FFP contracts;
faster revenue growth in the lower cost service type contracts, which typically
have higher cost of revenues; and faster growth in M&S revenues which have
nearly all their associated costs in the cost of revenues category.
Selling, general and administrative ("SG&A") expenses as a percentage of
revenues (excluding interest income) for the three and six months ended July 31,
1994 decreased to 7.2% and 7.4%, respectively, from 7.7% and 7.6% for the same
periods of the prior year. SG&A is comprised of general and administrative
("G&A"), bid and proposal ("B&P') and independent research and development
("IR&D") expenses. B&P costs increased as a percentage of revenues and
typically fluctuate with the number and size of proposals being prepared by the
Company. IR&D costs remained fairly constant, while G&A expenses decreased as a
percentage of revenues. The decrease was primarily related to the growth in M&S
revenues and low cost service type contracts. The Company continues to closely
monitor G&A expenses as part of an on-going program to control indirect costs.
Interest expense for the six months ended July 31, 1994 and 1993 primarily
relates to interest on a building mortgage and deferred compensation.
Effective February 1, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment
Benefits," SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," and Statement of Position ("SOP") 93-6, "Employers' Accounting for
Employee Stock Ownership Plans." Adoption of SFAS No. 112 had an immaterial
effect on net income for the six months ended July 31, 1994, while adoption of
SFAS No. 115 and SOP 93-6 did not have an effect on the Company's financial
position or results of operations during the six months ended July 31, 1994.
On February 15, 1994, the Company was served with search warrants and a subpoena
for documents and records
<PAGE>
associated with the performance by the SAIT operating unit of the Company under
three development contracts for the Department of Defense (DOD). On August 1,
1994, the U. S. District Court for the Southern District of California unsealed
a civil complaint that had been filed under seal on March 13, 1993 by an
employee of the Company's SAIT operating unit seeking damages on behalf of the
U. S. Government under the Federal False Claims Act. On August 1, 1994, the
U.S. Government announced its intention to intervene in the case and to file an
amended complaint without giving any indication of the substance of the amended
complaint. The Company is unable at this stage to assess the impact, if any,
that this investigation and the lawsuit might ultimately have on its
consolidated financial position, results of operations or ability to conduct
business. The Company is also involved in various other investigations, claims
and lawsuits arising in the normal conduct of its business, none of which the
Company anticipates will have a material adverse effect on its consolidated
financial position, results of operations or ability to conduct business.
Liquidity and Capital Resources
The Company's primary sources of liquidity continue to be funds provided by
operations and revolving credit/term loan agreements. At July 31, 1994, there
were no borrowings outstanding under such agreements. The Company continues to
actively monitor receivables with emphasis placed on collection activities and
the negotiation of more favorable payment terms. Average receivable days
outstanding as of July 31, 1994 decreased to 63 days from 64 days as of the
fiscal year end January 31, 1994. The Company's cash flows from operations plus
borrowing capacity are expected to provide sufficient funds for the Company's
operations, business acquisitions, common stock repurchases and planned capital
expenditures.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As first reported in the Company's Form 8-K Report dated February 18, 1994 and
updated in the Form 10-K Annual Report for the fiscal year ended January 31,
1994, and the Form 10-Q Quarterly Report for the quarter ended April 30, 1994,
on February 15, 1994, the Company was served with search warrants and a subpoena
for documents and records associated with the performance by the SAIT operating
unit of the Company under three development programs for the Department of
Defense (DOD). The search warrants and subpoena state that the Government is
seeking evidence regarding the making of false claims to the DOD, as well as
conspiracy to commit such offenses. The Company has cooperated fully with the
U.S. Government's investigation.
On August 1, 1994, the U. S. District Court for the Southern District of
California unsealed a civil complaint that had been filed under seal on March
13, 1993 by an employee of the Company's SAIT operating unit seeking damages on
behalf of the U. S. Government under the Federal False Claims Act. Such Act
provides for the recovery of treble the amount of damages, if any, suffered by
the U.S. Government and penalties of between $5,000 and $10,000 for each
violation.
In the complaint, the individual alleges that the SAIT operating unit of the
Company made false statements to the government in connection with the three DOD
programs which were the subject of the search warrants and subpoena. The three
programs involved more than $10,000,000 in revenues in the aggregate for the
Company; however, the complaint does not specify what portion of these revenues
are attributable to the alleged false claims.
On August 1, 1994, the U.S. Government announced its intention to intervene in
the case and to file an amended complaint without giving any indication of the
substance of the amended complaint. The U.S. Government has indicated that it
intends to disclose to the Company the nature and substance of the allegations
against the Company in the near future.
Because the Company is not aware of the substance of the U.S. Government's
claims, the Company is unable at this stage to assess the impact, if any, that
this investigation and the lawsuit may ultimately have on its consolidated
financial position, results of operations or ability to conduct business.
The Company is also involved in various other investigations, claims and
lawsuits arising in the normal conduct of its business, none of which, in the
opinion of the registrant's management, will have a material adverse effect on
the registrant's consolidated financial position, results of operations or
ability to conduct business.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the registrant was held on July 9,
1994.
(b) All of the directors nominated by management in registrant's 1994 Proxy
Statement were elected and no solicitation in opposition to management's
nominees was made.
(c) At the Annual Meeting, the stockholders of the registrant approved the
following:
<PAGE>
(i) the election of the following Directors by the votes set forth
below:
<TABLE>
<CAPTION>
Number of Votes of Common Stock
-----------------------------------
Withhold
Director For Authority
-------- ---------- ----------
<S> <C> <C>
J. R. Beyster 38,507,338 5,338,595
V. N. Cook 35,345,135 5,338,595
W. H. Demisch 37,951,092 5,338,595
R. M. Gates 37,066,142 5,338,595
J. E. Glancy 36,281,725 5,338,595
D. A. Hicks 37,632,221 5,338,595
C. B. Malone 37,219,765 5,338,595
J. A. Welch 37,108,518 5,338,595
</TABLE>
(ii) the appointment of Price Waterhouse as registrant's independent
accountants for the year ending January 31, 1995 with 36,891,156
shares voting for the proposal, 442,410 shares voting against and
472,785 shares abstaining.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibit Index.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the registrant during the fiscal
quarter for which this report is on file.
<PAGE>
SIGNATURE
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.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
Date: September 9, 1994 /s/W. A. Roper
-------------------------
Senior Vice President and
Chief Financial Officer and
as a duly authorized officer
<PAGE>
Exhibit Index
Science Applications International Corporation
Fiscal Quarter Ended July 31, 1994
Exhibit
No. Description of Exhibits
- ------- ------------------------------------------------
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE>
EXHIBIT 11
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
EXHIBIT TO CONSOLIDATED FINANCIAL STATEMENTS
COMPUTATION OF PER SHARE EARNINGS
(Unaudited, in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------------ ------------------------------
July 31, 1994 July 31, 1993 July 31, 1994 July 31, 1993
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
PRIMARY:
Net Income $ 12,237 $ 9,702 $ 21,886 $ 19,042
Reduction of interest expense, net of
income tax expense on assumed retirement
of short-term and long-term debt 194 165 388 343
Interest earned, net of income tax expense on
assumed investment of U.S. government
securities or commercial paper 22 -- 53 17
-------- -------- -------- --------
Adjusted net income $ 12,453 $ 9,867 $ 22,327 $ 19,402
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average shares outstanding 46,691 45,380 46,453 45,161
Dilutive stock options, based on the modified
treasury stock method, using average fair value 2,811 2,213 2,882 2,370
-------- -------- -------- --------
Total average shares outstanding 49,502 47,593 49,335 47,531
-------- -------- -------- --------
-------- -------- -------- --------
Per Share Amount $ .25 $ .21 $ .45 $ .41
-------- -------- -------- --------
-------- -------- -------- --------
FULLY DILUTED:
Net Income $ 12,237 $ 9,702 $ 21,886 $ 19,042
Reduction of interest expense, net of
income tax expense on assumed retirement
of short-term and long-term debt 194 155 388 333
Interest earned, net of income tax expense on
assumed investment of U.S. government
securities or commercial paper 21 -- 46 5
-------- -------- -------- --------
Adjusted net income $ 12,452 $ 9,857 $ 22,320 $ 19,380
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average shares outstanding 46,691 45,380 46,453 45,161
Dilutive stock options, based on the modified
treasury stock method, using quarter-end or
exercise date established price if higher than
average fair value 2,811 2,213 2,882 2,370
-------- -------- -------- --------
Total average shares outstanding 49,502 47,593 49,335 47,531
-------- -------- -------- --------
-------- -------- -------- --------
Per Share Amount $ .25 $ .21 $ .45 $ .41
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and related consolidated statement of income and
cash flows for the six months ended July 31, 1994 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1995
<PERIOD-START> FEB-01-1994
<PERIOD-END> JUL-31-1994
<CASH> 34,782
<SECURITIES> 20,176
<RECEIVABLES> 346,510
<ALLOWANCES> 0
<INVENTORY> 31,084
<CURRENT-ASSETS> 449,804
<PP&E> 241,196
<DEPRECIATION> 110,026
<TOTAL-ASSETS> 644,768
<CURRENT-LIABILITIES> 253,501
<BONDS> 0
<COMMON> 467
0
0
<OTHER-SE> 362,720
<TOTAL-LIABILITY-AND-EQUITY> 644,768
<SALES> 0
<TOTAL-REVENUES> 897,582
<CGS> 0
<TOTAL-COSTS> 791,757
<OTHER-EXPENSES> 66,077
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,418
<INCOME-PRETAX> 38,330
<INCOME-TAX> 16,444
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,886
<EPS-PRIMARY> .45
<EPS-DILUTED> .45
</TABLE>
