<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, 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 August 31, 1995, the Registrant had 46,676,048 shares of Class A
common stock, $.01 par value per share, issued and outstanding, and 336,651
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
(In thousands, except per-share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------------- ---------------------------------
JULY 31, 1995 JULY 31, 1994 JULY 31, 1995 JULY 31, 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 528,782 $ 484,302 $ 1,005,621 $ 897,582
--------------- --------------- --------------- ---------------
Costs and expenses:
Cost of revenues 457,771 427,537 875,755 791,757
Selling, general and
administrative expenses 44,637 34,683 79,681 66,077
Interest expense 1,329 650 2,298 1,418
--------------- --------------- --------------- ---------------
503,737 462,870 957,734 859,252
--------------- --------------- --------------- ---------------
Income before income taxes 25,045 21,432 47,887 38,330
Provision for income taxes 11,020 9,195 21,070 16,444
--------------- --------------- --------------- ---------------
Net income $ 14,025 $ 12,237 $ 26,817 $ 21,886
=============== =============== =============== ===============
Earnings per share of
common stock and equivalents $ .28 $ .25 $ .54 $ .45
=============== =============== =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
JULY 31, 1995 JANUARY 31, 1995
----------------- -------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 38,982 $ 28,203
Restricted cash 3,923
Receivables 425,124 421,790
Inventories 16,972 25,356
Prepaid expenses and other current assets 25,436 13,647
Deferred income taxes 21,078 20,536
----------------- -------------------
Total current assets 531,515 509,532
Property and equipment (less accumulated depreciation
of $112,006 and $105,054 at July 31, 1995 and
January 31, 1995, respectively) 58,666 57,715
Land and buildings (less accumulated depreciation of
$9,663 and $8,508 at July 31, 1995 and
January 31, 1995, respectively) 88,362 88,997
Intangible assets (less accumulated amortization of
$20,031 and $15,987 at July 31, 1995 and
January 31, 1995, respectively) 59,245 56,214
Other assets 32,827 40,126
----------------- -------------------
$ 770,615 $ 752,584
================= ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 166,990 $ 191,429
Accrued payroll and employee benefits 122,700 124,745
Income taxes payable 15,220 18,409
Notes payable and current portion of long-term
liabilities 3,207 1,482
----------------- -------------------
Total current liabilities 308,117 336,065
Long-term liabilities 31,785 28,955
Stockholders' equity:
Common stock:
Class A, $.01 par value
Authorized: 100,000 shares
Issued and outstanding:
July 31, 1995 - 46,561 shares 465
January 31, 1995 - 45,243 shares 452
Class B, $.05 par value
Authorized: 5,000 shares
Issued and outstanding:
July 31, 1995 - 338 shares 17
January 31, 1995 - 343 shares 17
Additional paid-in capital 226,287 198,052
Retained earnings 203,944 189,043
----------------- -------------------
Total stockholders' equity 430,713 387,564
----------------- -------------------
$ 770,615 $ 752,584
================= ===================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------------------
JULY 31, 1995 JULY 31, 1994
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 26,817 $ 21,886
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 15,698 11,979
Noncash compensation 11,926 9,370
Loss on disposal of property and equipment 291 217
Increase (decrease) in cash, excluding effects of
acquisitions, resulting from changes in:
Receivables 6,605 24,017
Inventories 9,879 (13,429)
Prepaid expenses and other current assets (2,936) (1,075)
Deferred income taxes (542) (3,392)
Other assets (649) (4,610)
Progress payments 513 (1,403)
Accounts payable and accrued liabilities (34,145) (7,465)
Accrued payroll and employee benefits (3,122) 983
Income taxes payable (1,411) 2,640
---------------- ----------------
28,924 39,718
---------------- ----------------
Cash flows from investing activities:
Expenditures for property and equipment (10,378) (5,119)
Expenditures for land and buildings (520) (14,485)
Acquisitions of certain business assets, net of cash 1,402 (11,005)
Proceeds from disposal of property and equipment 217 106
Purchase of marketable securities (13,988)
---------------- ----------------
(9,279) (44,491)
---------------- ----------------
Cash flows from financing activities:
Decrease in notes payable and long-term liabilities (4,869) (5,424)
Sales of common stock 12,941 6,548
Repurchases of common stock (16,938) (15,125)
---------------- ----------------
(8,866) (14,001)
---------------- ----------------
Increase (decrease) in cash and cash equivalents 10,779 (18,774)
Cash and cash equivalents at beginning of period 28,203 53,556
---------------- ----------------
Cash and cash equivalents at end of period $ 38,982 $ 34,782
================ ================
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 $ 14,498
================ ================
</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.
Certain amounts from the six months ended July 31, 1994 have been reclassified
in the consolidated financial statements to conform to the presentation of the
six months ended July 31, 1995.
In the opinion of management, the unaudited financial information for the six
month periods ended July 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 July 31, 1995, short and long-term debt securities of $20,028,000
had a fair value of $19,904,000 maturing between 1996 and 1998. Gross
unrealized losses amounted to $124,000.
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 July 31, 1995, the Company had approximately
$11,127,000 of foreign currency forward exchange contracts in Australian
dollars, Spanish pesetas, British pounds sterling and French francs outstanding
with net unrealized losses of $528,000. 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. 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 $16,652,000 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, 1995.
NOTE E - COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<TABLE>
<CAPTION>
JULY 31, 1995
----------------
(in thousands)
<S> <C>
Inventories:
Contracts-in-process, less progress payments of $666 $ 4,527
Raw Materials 12,445
----------------
$ 16,972
================
</TABLE>
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
<PAGE>
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 July 31, 1995, the entire $105,000,000 was available under the most
restrictive debt covenants of the credit loan 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 U.S. 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. 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 six month periods ended July 31, 1995 increased
9.2% 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 July 31, 1995, the
Company had approximately 19,100 full-time employees compared to approximately
16,100 at July 31, 1994. Material and subcontract ("M&S") revenues were
$135 million and $257 million for the three and six months ended July 31, 1995,
respectively, compared to $141 million and $235 million for the same periods of
the prior year. As a percentage of total revenues, M&S revenues were 26% for
the three and six months ended July 31, 1995, respectively, compared to 29% and
26% 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 six months ended July 31, 1995 from 17% for the same
period of the prior year. Fixed-price level-of-effort and time-and-materials
type contracts represented 25% and 22% of revenues for the six months ended
July 31, 1995 and 1994, respectively, while cost reimbursement contracts were
56% 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 86.7% and 87.1% for the three and six month periods ended July 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 decreased overruns during the 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 six months ended July 31, 1995 increased to 8.4% and 7.9%,
respectively, from 7.2% and 7.4% 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 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. IR&D costs increased slightly while G&A expenses
increased as a percentage of revenues. This increase in G&A expenses was 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 six
months ended July 31, 1994.
Interest expense for the six months ended July 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 six months ended July 31, 1995.
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.
No material developments occurred during the six months ended July 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity continue to be funds provided by
operations and revolving credit loan
<PAGE>
agreements. At July 31, 1995 and 1994 there were no borrowings outstanding
under such agreements and cash and cash equivalents and long-term investments
totaled $60 million and $65 million, respectively. Cash flows generated from
operating activities were $29 million compared to $40 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 July 31,
1995 were 65 days compared to 59 days for the same period of the prior year.
Average receivable days outstanding for the six months ended July 31, 1995
were 64 days compared to 63 days for the same period of the prior year.
Cash flows spent on investing activities decreased to $9 million for the six
months ended July 31, 1995 compared to $44 million for the same period of the
prior year. The decrease was primarily due to fewer business acquisitions and
purchases of debt securities during the six months ended July 31, 1995 over the
same period of the prior year. The Company expects to continue acquiring
businesses to complement the Company's capabilities in the areas of
transportation, environment, health and energy.
The Company used $9 million for financing activities for the six months ended
July 31, 1995 compared to $14 million for the same period of the prior year.
The decrease in utilizing cash for financing activities was primarily due to an
increase in funds from sales of the Company's common stock. 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.
No material developments occurred during the three months ended
July 31, 1995. 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
(a) The Annual Meeting of Stockholders of the registrant was held on
July 14, 1995.
(b) All of the directors nominated by management in registrant's
1995 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:
(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>
A. L. Alm 34,721,173 781,253
B. R. Inman 34,368,805 781,253
W. M. Layson 34,997,184 781,253
E. A. Straker 35,396,506 781,253
M. E. Trout 35,539,024 781,253
J. H. Warner 35,183,333 781,253
J. B. Wiesler 35,498,383 781,253
A. T. Young 35,422,043 781,253
</TABLE>
(ii) the approval of the 1995 Stock Option Plan with 34,901,696 shares
voting for the Plan, 606,570 shares voting against and 413,795 shares
abstaining.
(iii) the approval of the 1995 Employee Stock Purchase Plan with 35,204,903
shares voting for the Plan, 272,225 shares voting against and 444,933 shares
abstaining.
(iv) the appointment of Price Waterhouse, LLP as registrant's independent
accountants for the year ending January 31, 1995 with 35,173,486 shares
voting for the proposal, 377,434 shares voting against and 371,141 shares
abstaining.
(d) Not applicable.
<PAGE>
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 filed.
<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 7, 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 JULY 31, 1995
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description of Exhibits Page No.
- ------- ------------------------------------------------ ----------
<S> <C> <C>
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 SIX MONTHS ENDED
------------------ ----------------
JULY 31, 1995 JULY 31, 1994 JULY 31, 1995 JULY 31, 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
PRIMARY:
Net Income $14,025 $12,237 $26,817 $21,886
Reduction of interest expense, net of
income tax expense on assumed retirement
of short-term and long-term debt 165 194 510 388
Interest earned, net of income tax expense
on assumed investment of U.S. government
securities or commercial paper 145 22 145 53
------- ------- ------- -------
Adjusted net income $14,335 $12,453 $27,472 $22,327
======= ======= ======= =======
Weighted average shares outstanding 48,064 46,691 47,679 46,453
Dilutive stock options, based on the modified
treasury stock method, using average
fair value 3,337 2,811 3,564 2,882
------- ------- ------- -------
Total average shares outstanding 51,401 49,502 51,243 49,335
======= ======= ======= =======
Per Share Amount $.28 $.25 $.54 $.45
======= ======= ======= =======
FULLY DILUTED:
Net Income $14,025 $12,237 $26,817 $21,886
Reduction of interest expense, net of
income tax expense on assumed retirement
of short-term and long-term debt 201 194 510 388
Interest earned, net of income tax expense
on assumed investment of U.S. government
securities or commercial paper 58 21 58 46
------- ------- ------- -------
Adjusted net income $14,284 $12,452 $27,385 $22,320
======= ======= ======= =======
Weighted average shares outstanding 48,064 46,691 47,679 46,453
Dilutive stock options, based on the modified
treasury stock method, using quarter-end or
excercise date established price if higher
than average fair value 3,337 2,811 3,564 2,882
------- ------- ------- -------
Total average shares outstanding 51,401 49,502 51,243 49,335
======= ======= ======= =======
Per Share Amount $.28 $.25 $.53 $.45
======= ======= ======= =======
</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, 1995 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> JUL-31-1995
<CASH> 42,905
<SECURITIES> 20,028
<RECEIVABLES> 425,124
<ALLOWANCES> 0
<INVENTORY> 16,972
<CURRENT-ASSETS> 531,515
<PP&E> 268,697
<DEPRECIATION> 121,669
<TOTAL-ASSETS> 770,615
<CURRENT-LIABILITIES> 308,117
<BONDS> 31,785
<COMMON> 482
0
0
<OTHER-SE> 430,231
<TOTAL-LIABILITY-AND-EQUITY> 770,615
<SALES> 0
<TOTAL-REVENUES> 1,005,621
<CGS> 0
<TOTAL-COSTS> 875,755
<OTHER-EXPENSES> 79,681
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,298
<INCOME-PRETAX> 47,887
<INCOME-TAX> 21,070
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,817
<EPS-PRIMARY> .54
<EPS-DILUTED> .53
</TABLE>
