<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 OCTOBER 31, 1995
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 November 30, 1995, the Registrant had 47,065,831 shares of
Class A common stock, $.01 par value per share, issued and outstanding, and
333,703 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
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited, in thousands, except per-share amounts)
<TABLE>
<CAPTION>
Three months ended Nine months ended
----------------------------------- -----------------------------------
October 31, 1995 October 31, 1994 October 31, 1995 October 31, 1994
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenues $547,774 $ 489,328 $1,553,395 $1,386,910
-------- --------- ---------- ----------
Costs and expenses:
Cost of revenues 480,782 432,068 1,356,537 1,223,825
Selling, general and
administrative expenses 39,736 37,309 119,417 103,386
Interest expense 918 1,196 3,216 2,614
-------- --------- ---------- ----------
521,436 470,573 1,479,170 1,329,825
-------- --------- ---------- ----------
Income before income taxes 26,338 18,755 74,225 57,085
Provision for income taxes 11,589 5,534 32,659 21,978
-------- --------- ---------- ----------
Net income $ 14,749 $ 13,221 $ 41,566 $ 35,107
-------- --------- ---------- ----------
-------- --------- ---------- ----------
Earnings per share of
common stock and equivalents $ .29 $ .27 $ .82 $ .73
-------- --------- ---------- ----------
-------- --------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
October 31, 1995 January 31, 1995
---------------- ----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,757 $ 28,203
Restricted cash 995
Receivables 483,285 421,790
Inventories 26,504 25,356
Prepaid expenses and other current assets 28,798 13,647
Deferred income taxes 20,496 20,536
--------- ---------
Total current assets 565,835 509,532
Property and equipment (less accumulated depreciation
of $113,035 and $105,054 at October 31, 1995
and January 31, 1995, respectively) 60,886 57,715
Land and buildings (less accumulated depreciation of
$10,257 and $8,508 at October 31, 1995
and January 31, 1995, respectively) 87,770 88,997
Intangible assets (less accumulated amortization of
$22,381 and $15,987 at October 31, 1995
and January 31, 1995, respectively) 60,405 56,214
Other assets 32,632 40,126
--------- ---------
$ 807,528 $ 752,584
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 182,471 $ 191,429
Accrued payroll and employee benefits 120,975 124,745
Income taxes payable 15,103 18,409
Notes payable and current portion of long-term liabilities 9,104 1,482
--------- ---------
Total current liabilities 327,653 336,065
Long-term liabilities 32,017 28,955
Stockholders' equity:
Common stock:
Class A, $.01 par value
Authorized: 100,000 shares
Issued and outstanding:
October 31, 1995 - 47,028 shares 470
January 31, 1995 - 45,243 shares 452
Class B, $.05 par value
Authorized: 5,000 shares
Issued and outstanding:
October 31, 1995 - 334 shares 17
January 31, 1995 - 343 shares 17
Additional paid-in capital 236,429 198,052
Retained earnings 210,942 189,043
--------- ---------
Total stockholders' equity 447,858 387,564
--------- ---------
$ 807,528 $ 752,584
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
----------------------------------------
October 31, 1995 October 31, 1994
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 41,566 $ 35,107
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 23,832 18,939
Noncash compensation 12,487 9,716
Loss on disposal of property and equipment 676 335
Increase (decrease) in cash resulting from changes in:
Receivables (54,709) 10,914
Inventories 789 (7,676)
Prepaid expenses and other current assets (4,281) (3,633)
Deferred income taxes 40 (7,675)
Other assets (2,477) (1,322)
Progress payments 2,829 4,597
Accounts payable and accrued liabilities (15,735) 7,044
Accrued payroll and employee benefits (4,847) (5,467)
Income taxes payable 1,518 3,953
---------- ----------
1,688 64,832
---------- ----------
Cash flows from investing activities:
Expenditures for property and equipment (18,247) (10,265)
Expenditures for land and buildings (522) (14,648)
Acquisitions of certain business assets, net of cash acquired (1,707) (17,896)
Proceeds from disposal of property and equipment 291 150
Purchase of marketable securities (13,988)
---------- ----------
(20,185) (56,647)
---------- ----------
Cash flows from financing activities:
Net borrowings under revolving credit agreements 6,000
Decrease in notes payable and long-term liabilities (5,138) (8,893)
Sales of common stock 22,590 11,039
Repurchases of common stock (27,401) (22,677)
---------- ----------
(3,949) (20,531)
---------- ----------
Decrease in cash and cash equivalents (22,446) (12,346)
Cash and cash equivalents at beginning of period 28,203 53,556
---------- ----------
Cash and cash equivalents at end of period $ 5,757 $ 41,210
---------- ----------
---------- ----------
Supplemental schedule of non-cash investing and
financing activities:
Issuance of common stock for acquisitions
of certain business assets $ 8,973 $ 5,282
---------- ----------
Liabilities assumed in acquisitions of
certain business assets $ 13,936 $ 22,088
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
NOTES TO CONDENSED 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.
Certain amounts from the nine months ended October 31, 1994 have been
reclassified in the consolidated financial statements to conform to the
presentation of the nine months ended October 31, 1995.
In the opinion of management, the unaudited financial information for the nine
month periods ended October 31, 1995 and 1994 reflect all adjustments (which
include only normal, recurring adjustments) necessary for a fair presentation
thereof.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Long-term debt securities are included in other assets and consist of long-term
municipal bonds which have been recorded at amortized cost and classified as
"held-to-maturity." Those securities which are short-term in nature because of
approaching maturity dates are included in prepaid expenses and other current
assets. As of October 31, 1995, short and long-term debt securities of
$19,963,000 had a fair value of $19,876,000 maturing between 1996 and 1998.
Gross unrealized losses amounted to $87,000.
It is the Company's policy not to enter into derivative financial instruments
for speculative purposes. The Company has entered into foreign currency forward
exchange contracts to protect against currency exchange risks associated with
certain firm and identifiable foreign currency commitments entered into in the
ordinary course of business. At October 31, 1995, the Company had approximately
$9,442,000 of foreign currency forward exchange contracts in Australian dollars,
Spanish pesetas, British pounds sterling and French francs outstanding with net
unrealized loss of $344,000. These contracts were executed with creditworthy
banks for terms ranging from four months to seven years.
NOTE C - RESTRICTED CASH
In March 1995, the Company was awarded a contract to provide support services to
the National Cancer Institute's Frederick Cancer Research and Development Center
("Center"). The contract is for a term of one year with two one-year options.
As part of the contract, the Company is responsible for paying for materials,
equipment and other direct costs of the Center through the use of a restricted
cash account which is pre-funded by the U.S. Government.
NOTE D - RECEIVABLES
Unbilled accounts receivable include $17,539,000 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 October 31, 1995.
NOTE E - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<TABLE>
<CAPTION>
October 31, 1995
----------------
(in thousands)
<S> <C>
Inventories:
Contracts-in-process, less progress payments of $224 $10,919
Raw Materials 15,585
-------
$26,504
-------
-------
</TABLE>
<PAGE>
NOTE F - NOTES PAYABLE
The Company has substantially equivalent unsecured revolving credit loan
agreements with three banks totaling $105,000,000 which allow borrowings on a
revolving basis until March 31, 2000. The agreements enable borrowings at
various interest rates, at the Company's option, based on prime, money market,
certificate of deposit, or interbank offshore borrowing rates. Annual facility
fees are 1/8 of 1% of the total commitment during the revolving credit term. As
of October 31, 1995, $6,000,000 was outstanding at an interest rate of 6.4%.
The balance of $99,000,000 was available under the most restrictive debt
covenants of the credit agreements.
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 contracts with the DOD. The search warrants and
subpoena state that the U.S. Government is seeking evidence regarding the making
of false statements and false claims to the DOD, as well as conspiracy to commit
such offenses. The search warrant and subpoena appear to be based upon
allegations contained in a civil complaint that had been filed under seal on
March 13, 1993 by an employee of the Company's SAIT operating unit. The
complaint was filed in the U.S District Court for the Southern District of
California and sought damages on behalf of the U.S. Government under the Federal
False Claims Act. On August 1, 1994, the Department of Justice, on behalf of
the U.S. Government, announced its intention to intervene in the case. Based on
the Company's motion, on November 8, 1994, the District Court dismissed the
employee who had originally filed the complaint from the lawsuit, leaving only
the U.S. Government and the Company as parties. The employee has appealed the
District Court's order to the US. Court of Appeals for the Ninth Circuit. The
Company has engaged in a series of presentations and submissions with the
Department of Justice in which the Company responded to issues raised by the
Department of Justice. During the three months ended October 31, 1995, the
Company engaged in ongoing discussions with the U.S. Government relating to the
possible settlement of the lawsuit. However, at this stage of the proceedings,
the Company is unable to assess the impact, if any, of this investigation and
lawsuit 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 nine months ended October 31, 1995 increased 11.9%
and 12.0%, 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 October 31, 1995, the
Company had approximately 19,200 full-time employees compared to approximately
16,200 at October 31, 1994. Material and subcontract ("M&S") revenues were $144
million and $401 million for the three and nine months ended October 31, 1995,
respectively, compared to $143 million and $378 million for the same periods of
the prior year. As a percentage of total revenues, M&S revenues were 26% for the
three and nine months ended October 31, 1995, respectively, compared to 29% and
27% for the same periods of the prior year.
Revenues by contract type indicate that the percentage of the Company's revenues
attributable to the higher risk, firm fixed-price ("FFP") contracts increased to
19% for the nine months ended October 31, 1995 from 17% for same period of the
prior year. Fixed-price level-of-effort and time-and-materials type contracts
represented 26% and 22% of revenues for the nine months ended October 31, 1995
and 1994, respectively, while cost reimbursement contracts were 55% and 61% 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 cost of revenues as a percentage of revenues (excluding interest income)
decreased to 87.8% and 87.4% for the three and nine months ended October 31,
1995, respectively, compared to 88.4% and 88.3% for the same periods of the
prior year. The decrease in the cost of revenues percentage is primarily
attributable to improved performance of certain FFP contracts and the growth in
commercial revenues, which have more of their associated costs in selling,
general and administrative (SG&A) costs as opposed to cost of revenues.
SG&A expenses as a percentage of revenues (excluding interest income) for the
three and nine months ended October 31, 1995 were 7.3% and 7.7%, respectively,
compared to 7.6% and 7.5% 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. IR&D and B&P costs
remained relatively constant as a percentage of revenues. The level of B&P
activity and costs has historically fluctuated depending on the availability of
bidding opportunities and resources. G&A expenses for the nine months ended
October 31, 1995 increased as a percentage of revenues and were driven by the
growth in revenues from commercial contracts, which have more of their
associated costs in G&A, and an increase in goodwill amortization costs due to
an increase in the number of business acquisitions which occurred after the nine
months ended October 31, 1994.
Interest expense for the nine months ended October 31, 1995 and 1994 primarily
relates to interest on a building mortgage, deferred compensation and borrowings
outstanding. The increase in interest expense is primarily related to
borrowings outstanding during the nine months ended October 31, 1995 and
deferred compensation.
The Company is a defendant in a lawsuit filed in the U.S. District Court for the
Southern District of California which seeks damages on behalf of the U.S.
Government under the Federal False Claims Act. During the three months ended
October 31, 1995, the Company engaged in ongoing discussions with the U.S.
Government relating to the possible settlement of the lawsuit.
The Company is involved in various other investigations, claims and lawsuits
arising in the normal conduct of its business, none of which, in the opinion of
the Company's management, will have a material adverse effect on its
consolidated financial position, results of operations or its ability to conduct
business.
<PAGE>
Liquidity and Capital Resources
The Company's primary sources of liquidity continue to be funds provided by
operations and revolving credit loan agreements. At October 31, 1995, $6
million was outstanding at a rate of 6.4%. The balance of $99 million was
available under the most restrictive debt covenants of the credit agreements.
At October 31, 1994, there were no borrowings outstanding under such
agreements. Cash and cash-equivalents and short and long-term investments
totalled $26 million and $61 million at October 31, 1995 and 1994, respectively.
Cash flows generated from operations were $2 million for the nine months ended
October 31, 1995 compared to $65 million for the same period of the prior year.
The Company continues to actively monitor receivables with emphasis placed on
collection activities and the negotiation of more favorable payment terms.
Receivable days outstanding as of October 31, 1995 were 67 days compared to 61
days for the same period of the prior year. Average receivable days outstanding
for the nine months ended October 31, 1995 were 65 days compared to 63 days for
the same period of the prior year.
Cash flows spent on investing activities decreased to $20 million for the nine
months ended October 31, 1995 compared to $57 million for the same period of the
prior year. The decrease was primarily due to fewer business acquisitions,
lower expenditures for land and buildings and no purchases of marketable
securities.
The Company utilized $4 million for financing activities for the nine months
ended October 31, 1995 compared to $21 million for the same period of the prior
year. Increase in funds from sales of the Company's common stock primarily
contributed to the decrease in overall utilization of cash for financing
activities. 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, capital expenditures, and future long-
term debt requirements.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit filed in the U.S District Court for the
Southern District of California which seeks damages on behalf of the U.S.
Government under the Federal False Claims Act. During the three months ended
October 31, 1995, the Company engaged in ongoing discussions with the U.S.
Government relating to the possible settlement of the lawsuit. Additional
information concerning the lawsuit is contained in the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 1995.
The Company is involved in various other investigations, claims and lawsuits
arising in the normal conduct of its business, none of which, in the opinion of
the Company's management, will have a material adverse effect on its
consolidated financial position, results of operations or its 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
Not applicable.
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: December 13, 1995 /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 October 31, 1995
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
- ------- ------------------------------------------------
<C> <S>
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule
</TABLE>
<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 Nine months ended
------------------------------------ ------------------------------------
October 31, 1995 October 31, 1994 October 31, 1995 October 31, 1994
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
PRIMARY:
Net Income $ 14,749 $ 13,221 $ 41,566 $ 35,107
Reduction of interest expense, net of
income tax expense on assumed retirement
of short-term and long-term debt 216 201 647 589
Interest earned, net of income tax expense
on assumed investment of U.S. government
securities or commercial paper -- 17 -- 70
------------ ------------ ------------ ------------
Adjusted net income $ 14,965 $ 13,439 $ 42,213 $ 35,766
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average shares outstanding 48,457 46,654 47,939 46,520
Dilutive stock options, based on the modified
treasury stock method, using average fair value 2,949 2,619 3,359 2,794
------------ ------------ ------------ ------------
Total average shares outstanding 51,406 49,273 51,298 49,314
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Per Share Amount $ .29 $ .27 $ .82 $ .73
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
FULLY DILUTED:
Net Income $ 14,749 $ 13,221 $ 41,566 $ 35,107
Reduction of interest expense, net of
income tax expense on assumed retirement
of short-term and long-term debt 191 201 573 589
Interest earned, net of income tax expense
on assumed investment of U.S. government
securities or commercial paper -- -- -- 46
------------ ------------ ------------ ------------
Adjusted net income $ 14,940 $ 13,422 $ 42,139 $ 35,742
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average shares outstanding 48,457 46,654 47,939 46,520
Dilutive stock options, based on the modified
treasury stock method, using quarter-end or
excercise date established price if higher
than average fair value 2,949 2,619 3,359 2,794
------------ ------------ ------------ ------------
Total average shares outstanding 51,406 49,273 51,298 49,314
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Per Share Amount $ .29 $ .27 $ .82 $ .73
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED CONDENSED CONSOLIDATED
STATEMENT OF INCOME AND CASH FLOWS FOR THE NINE MONTHS ENDED OCTOBER 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> OCT-31-1995
<CASH> 6,752
<SECURITIES> 19,963
<RECEIVABLES> 483,285
<ALLOWANCES> 0
<INVENTORY> 26,504
<CURRENT-ASSETS> 565,835
<PP&E> 271,948
<DEPRECIATION> 123,292
<TOTAL-ASSETS> 807,528
<CURRENT-LIABILITIES> 327,653
<BONDS> 32,017
<COMMON> 487
0
0
<OTHER-SE> 447,371
<TOTAL-LIABILITY-AND-EQUITY> 807,528
<SALES> 0
<TOTAL-REVENUES> 1,553,395
<CGS> 0
<TOTAL-COSTS> 1,356,537
<OTHER-EXPENSES> 119,417
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,216
<INCOME-PRETAX> 74,225
<INCOME-TAX> 32,659
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,566
<EPS-PRIMARY> .82
<EPS-DILUTED> .82
</TABLE>
