<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 APRIL 30, 1998
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 May 31, 1998, the registrant had 54,681,872 shares of Class A common
stock, $.01 par value per share, issued and outstanding, and 308,401 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
---------------------------------
April 30, 1998 April 30, 1997
-------------- --------------
<S> <C> <C>
Revenues $1,008,380 $624,527
Costs and expenses:
Cost of revenues 798,944 547,303
Selling, general and administrative expenses 139,856 45,423
---------- --------
Operating income 69,580 31,801
---------- --------
Interest expense 3,758 1,545
Other (income) expense, net (60) (1,517)
Minority interest in income of consolidated
subsidiaries 2,614 1,088
---------- --------
Income before income taxes 63,268 30,685
Provision for income taxes 29,230 13,809
---------- --------
Net income $ 34,038 $ 16,876
---------- --------
---------- --------
Earnings per share:
Basic $ .63 $ .33
---------- --------
---------- --------
Diluted $ .59 $ .32
---------- --------
---------- --------
Common equivalent shares:
Basic 53,823 50,416
---------- --------
---------- --------
Diluted 57,922 53,295
---------- --------
---------- --------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
April 30, 1998 January 31, 1998
-------------- ----------------
(Unaudited)
<S> <C> <S>
ASSETS
Current assets:
Cash and cash equivalents $ 154,705 $ 189,387
Restricted cash 35,420 25,344
Receivables 839,977 810,385
Inventories 12,749 12,471
Prepaid expenses and other current assets 135,842 75,846
Deferred income taxes 58,718 62,367
---------- ----------
Total current assets 1,237,411 1,175,800
Property and equipment (less accumulated depreciation
of $167,602 and $137,537 at April 30, 1998
and January 31, 1998, respectively) 282,921 288,282
Land and buildings (less accumulated depreciation of
$24,389 and $17,864 at April 30, 1998
and January 31, 1998, respectively) 191,385 195,534
Goodwill (less accumulated amortization of
$63,967 and $56,623 at April 30, 1998
and January 31, 1998, respectively) 101,135 106,757
Other intangible assets (less accumulated amortization of
$6,831 and $3,900 at April 30, 1998
and January 31, 1998, respectively) 100,579 103,520
Prepaid pension assets 431,743 424,108
Other assets 130,313 121,233
---------- ----------
$2,475,487 $2,415,234
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 710,917 $ 748,031
Accrued payroll and employee benefits 243,082 262,408
Income taxes payable 6,888 37,761
Notes payable and current portion of long-term debt 37,596 33,012
---------- ----------
Total current liabilities 998,483 1,081,212
---------- ----------
Long-term debt 147,025 145,958
Deferred income taxes 112,225 111,941
Other long-term liabilities 324,656 313,677
Commitments and contingencies (Note F)
Minority interest in consolidated subsidiaries 3,867 7,668
Stockholders' equity:
Common stock:
Class A, $.01 par value
Authorized: 100,000 shares
Issued and outstanding:
April 30, 1998 - 54,655 shares 546
January 31, 1998 - 51,931 shares 519
Class B, $.05 par value
Authorized: 5,000 shares
Issued and outstanding:
April 30, 1998 - 311 shares 16
January 31, 1998 - 314 shares 16
Additional paid-in capital 666,437 538,760
Retained earnings 243,334 237,588
Other stockholders' equity (17,525) (14,983)
Accumulated other comprehensive income (3,577) (7,122)
---------- ----------
Total stockholders' equity 889,231 754,778
---------- ----------
$2,475,487 $2,415,234
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
Condensed Consolidated Statement of Cash Flows
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Three months ended
--------------------------------------------
April 30, 1998 April 30, 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 34,038 $ 16,876
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 41,062 10,176
Non-cash compensation 20,138 16,574
Other non-cash items 6,686 771
Income tax benefit from employee stock transactions 13,526 2,310
Increase (decrease) in cash, excluding effects of
acquisitions, resulting from changes in:
Receivables (25,960) 42,687
Inventories (278) 4,462
Prepaid expenses and other current assets (21,798) 1,243
Progress payments (5,869) 1,161
Deferred income taxes 3,796 (5,735)
Other assets (12,581) (4,823)
Accounts payable and accrued liabilities (46,030) (13,734)
Accrued payroll and employee benefits (18,269) (429)
Income taxes payable (34,694) 7,353
Other long-term liabilities 10,809 1,430
-------- --------
(35,424) 80,322
-------- --------
Cash flows from investing activities:
Expenditures for property and equipment (10,239) (9,880)
Expenditures for land and buildings (11) (16,728)
Acquisitions of certain business assets, net of cash acquired (375) (150)
Purchases of debt and equity securities available for sale (38,833)
Purchase of debt securities held to maturity (6,000)
Proceeds from sales of certain business assets 47,488
Proceeds from disposal of property and equipment 38 3,649
-------- --------
(55,420) 24,379
-------- --------
Cash flows from financing activities:
Proceeds from notes payable and issuance of long-term debt 2,482 105
Payments of notes payable and long-term debt (712) (1,564)
Principal payments on capital lease obligations (4,744) (157)
Net proceeds from sale of minority interest in subsidiary 253
Dividends paid to minority interest (7,096)
Sales of common stock 90,514 23,005
Repurchases of common stock (24,277) (23,950)
-------- --------
56,420 (2,561)
-------- --------
Effect of exchange rate changes on cash (258) 391
-------- --------
(Decrease) increase in cash and cash equivalents (34,682) 102,531
Cash and cash equivalents at beginning of period 189,387 45,279
-------- --------
Cash and cash equivalents at end of period $154,705 $147,810
-------- --------
-------- --------
Supplemental schedule of non-cash investing and
financing activities:
Repurchases of common stock upon exercise of stock options $ 10,200 $ 10,488
-------- --------
-------- --------
Capital lease obligations for property and equipment $ 9,371 $ 2,538
-------- --------
-------- --------
Fair value of assets acquired in acquisitions of certain
business assets $ 375 $ 150
Cash paid in the acquisition of certain business assets $ (375) $ (150)
-------- --------
Liabilities assumed in acquisitions of certain business assets $ -- $ --
-------- --------
-------- --------
</TABLE>
See accompanying notes to condensed 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. The preparation of financial statements, in
conformity with generally accepted accounting principles, requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingencies at the date of the
financial statements as well as the reported amounts of revenues and expenses
during the reporting period. Estimates have been prepared on the basis of the
most current and best available information and actual results could differ
from those estimates.
Certain amounts from the three months ended April 30, 1997 have been
reclassified in the condensed consolidated financial statements to conform to
the presentation of the three months ended April 30, 1998.
In the opinion of management, the unaudited financial information for the
three months ended April 30, 1998 and 1997 reflect all adjustments (which
include only normal, recurring adjustments) necessary for a fair presentation
thereof. Operating results for the three months ended April 30, 1998 are not
necessarily indicative of the results that may be expected for the fiscal
year ending January 31, 1999. For further information, refer to the
consolidated financial statements and footnotes included in the Company's
1998 Annual Report on Form 10-K.
NOTE B -- RESTRICTED CASH:
The Company's majority-owned subsidiary, Network Solutions, Inc. ("NSI") had
an agreement with the National Science Foundation ("NSF") which required NSI
to set aside 30% of the cash collections from domain name registrations to be
reinvested for the enhancement of the intellectual infrastructure of the
Internet. Effective April 1,1998, the NSF amended the agreement to eliminate
this requirement and reduce domain name registration fees. The Company also
has a contract to provide support services to the National Cancer Institute's
Frederick Cancer Research and Development Center ("Center"). 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 C -- RECEIVABLES:
Unbilled accounts receivable include $16,509,000 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 an existing contract, but for
which formal contracts or contract modifications have not been executed at
April 30, 1998.
NOTE D -- COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS:
<TABLE>
<CAPTION>
April 30, 1998
--------------
(in thousands)
<S> <C>
Inventories:
Contracts-in-process $ 6,005
Raw materials 6,744
-------
$12,749
-------
-------
</TABLE>
NOTE E -- NOTES PAYABLE:
The Company has a five-year unsecured reducing revolving credit facility of
$700,000,000 with a group of banks which allow borrowings until August 2002.
Borrowings bear interest at the Company's option at various rates, based on
the base rate, bid rate or on margins over the CD rate or LIBOR. There were
no balances outstanding under the facility at April 30, 1998 and the entire
$700,000,000 was available.
<PAGE>
NOTE F -- COMMITMENTS AND CONTINGENCIES:
The Company is involved in various 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, cash flows or its
ability to conduct business.
The Company has recognized the need to ensure its operations will not be
adversely impacted by the Year 2000 software problems. In 1996, the Company
initiated a program to prepare the Company's computer systems and
applications for the Year 2000. In addition, the Company is addressing Year
2000 issues with its critical service suppliers and vendors and is assessing
its exposure with respect to its products and services. No material or
adverse matters have come to the Company's attention which would change its
assessment of the impact of Year 2000 software issues as discussed in
"Management's Discussion and Analysis of Financial Condition and Operating
Results" in the Company's 1998 Annual Report on Form 10-K to Stockholders.
NOTE G -- COMPREHENSIVE INCOME:
Effective February 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income",
which establishes standards for reporting and display of comprehensive
income and its components in the annual financial statements that is
displayed with the same prominence as other annual financial statements.
SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities and foreign currency translation adjustments to
be included in other comprehensive income. Prior year financial statements
have been reclassified to conform to the requirements of SFAS No. 130.
Comprehensive income as defined by SFAS No. 130 consisted of the following:
<TABLE>
<CAPTION>
Three months ended April 30
---------------------------
1998 1997
---- ----
Unaudited
(in thousands)
<S> <C> <C>
Net Income $34,038 $16,876
Other comprehensive income, net of tax:
Unrealized gain on securities, net of
reclassification adjustment 3,892 --
Foreign currency translation adjustments (347) (641)
------- -------
3,545 (641)
------- -------
Comprehensive income $37,583 $16,235
------- -------
------- -------
</TABLE>
NOTE H -- EARNINGS PER SHARE (EPS):
A summary of the elements included in the computation of basic and diluted EPS
is as follows (in thousands, except per-share amounts):
<TABLE>
<CAPTION>
Three months ended April 30
---------------------------------------------------------------------------
1998 1997
------------------------------------ ----------------------------------
Per-share Per-share
Net income Shares amount Net income Shares amount
---------- ------ --------- ---------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Net income $34,038 $16,876
Basic EPS 53,823 $.63 50,416 $.33
---- ----
---- ----
Dilutive securities:
Stock options 3,997 2,835
Other stock awards 102 44
------ ------
Diluted EPS 57,922 $.59 53,295 $.32
------ ---- ------ ----
------ ---- ------ ----
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the three months ended April 30, 1998 increased 61% compared to
the same period of the prior year, primarily driven by the Company's
commercial business. 43 percentage points of the increase in revenues was
directly attributable to Bellcore, a subsidiary which was acquired on
November 14, 1997, Network Solutions, Inc. ("NSI"), a majority-owned
subsidiary, and INTESA, a joint venture. The remaining increase in revenues
of 18% was attributable to internal growth in the Company's traditional
business areas which continue 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 service type contracts.
Revenues on the Company's contracts are generated from the efforts of its
technical staff as well as the pass through of costs for material and
subcontract efforts, which primarily occur on large, multi-year system
integration type contracts. At April 30, 1998, the Company had approximately
29,900 full-time employees compared to approximately 22,200 at April 30,
1997. Material and subcontract ("M&S") revenues were $164 million and $156
million for the three months ended April 30, 1998 and 1997, respectively. As
a percentage of total revenues, M&S revenues decreased to 16% for the three
months ended April 30, 1998 from 25% for the same period 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 43% for the three months ended April 30, 1998 compared to 27%
for the same period of the prior year. The increase in revenues from FFP
contracts is primarily driven by Bellcore. As of the year ended January 31,
1998, revenues from FFP contracts were 32% and only included Bellcore
revenues for the period November 14, 1997 to January 31, 1998. In addition,
growth in other non-U.S. Government revenues contributes to the increase in
revenues from FFP contracts. The Company's non-U.S. Government customers
typically do not contract on a cost-reimbursement basis. 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. Fixed-price level-of-effort
("FP-LOE") and time-and-materials ("T&M") type contracts represented 16% and
17% of revenues for the three months ended April 30, 1998 and 1997,
respectively, while cost reimbursement contracts were 41% and 56% for the
same periods, respectively.
The cost of revenues as a percentage of revenues decreased to 79.2% for the
three months ended April 30, 1998 from 87.6% for the same period of the
prior year. The decrease reflects the growth in commercial revenues from
Bellcore, INTESA and NSI, which have more of their associated costs in
selling, general and administrative ("SG&A") as opposed to cost of revenues.
SG&A expenses as a percentage of revenues were 13.9% and 7.3% for the three
months ended April 30, 1998 and 1997, respectively. SG&A is comprised of
general and administrative ("G&A"), bid and proposal ("B&P") and independent
research and development ("IR&D") expenses. G&A, B&P and IR&D increased as a
percentage of revenues due to growth in commercial revenues which have more
of their associated costs in SG&A as opposed to cost of revenues. While the
level of B&P activity and costs have historically fluctuated depending on the
availability of bidding opportunities and resources, B&P costs have increased
in relation to revenues for the three months ended April 30, 1998. IR&D
costs have also historically fluctuated depending on the stage of development
for various hardware and software systems and have also increased in relation
to revenues for the three months ended April 30, 1998. G&A costs as a
percentage of revenues were 7.2% for the three months ended April 30, 1998
compared to 5.3% for the same period of the prior year. The increase in G&A
costs represents the combination of the growth in commercial business,
increased amortization costs of goodwill and intangible assets associated
with the Bellcore acquisition and a loss from the impairment of goodwill.
For the three months ended April 30, 1998, certain events and circumstances
indicated that the recovery of certain goodwill was unlikely. The Company
reduced goodwill by $4.3 million to its estimated recoverable value as
determined by the excess of its carrying amount over its estimated fair value.
Interest expense for the three months ended April 30, 1998 and 1997 primarily
relates to interest on building mortgages, deferred compensation, capital
lease obligations and notes payable. The increase in interest
<PAGE>
expense is primarily driven by an increase in deferred compensation balances,
capital lease obligations and the issuance of public debt securities.
Other income, net of other expense, was $60 thousand for the three months
ended April 30, 1998 compared to $2 million for the same period of the prior
year. The decrease in other income is primarily attributable to the
recognition of an other-than temporary loss on an equity security of $3
million. Primarily offsetting the loss was increased interest income of $2
million.
The provision for income taxes as a percentage of income before income taxes
was 46.2% for the three months ended April 30, 1998 compared to 45% for the
same period of the prior year. The higher effective tax rate is primarily
attributable to non-deductible goodwill amortization.
The Company is involved in various 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, cash flows or its
ability to conduct business.
The Company has recognized the need to ensure its operations will not be
adversely impacted by the Year 2000 software problems. In 1996, the Company
initiated a program to prepare the Company's computer systems and
applications for the Year 2000. In addition, the Company is addressing Year
2000 issues with its critical service suppliers and vendors and is assessing
its exposure with respect to its products and services. No material or
adverse matters have come to the Company's attention which would change its
assessment of the impact of Year 2000 software issues as discussed in
"Management's Discussion and Analysis of Financial Condition and Operating
Results" in the Company's 1998 Annual Report on Form 10-K.
Liquidity and Capital Resources
The Company's primary sources of liquidity continue to be funds provided by
operations and the five-year revolving credit facility. At April 30, 1998
and 1997, there were no borrowings outstanding under the credit facility, and
cash and cash-equivalents and short-term investments totaled $234 million and
$148 million, respectively.
Cash flows utilized in operating activities were $35 million for the three
months ended April 30, 1998 compared to cash generated from operating
activities of $80 million for the same period of the prior year. The Company
actively monitors receivables with emphasis placed on collection activities
and the negotiation of more favorable payment terms.
Cash flows spent on investing activities were $55 million for the three
months ended April 30, 1998 compared to a source of cash of $24 million for
the same period of the prior year. The increase in spending on investing
activities for the three months ended April 30, 1998 is primarily
attributable to the purchases of debt and equity securities by NSI. For the
same period in the prior year, cash was primarily generated from the sale of
net assets of the SAIT business unit and was partially offset by the purchase
of land and buildings and increased expenditures for property and equipment.
The Company generated $56 million in cash from financing activities for the
three months ended April 30, 1998 compared to a use of cash of $3 million for
the same period for the prior year. The source of cash for financing
activities for the three months ended April 30, 1998 was primarily
attributable to proceeds from the sale 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, common stock repurchases,
capital expenditures and future long-term debt requirements. In addition,
acquisitions and equity investments in the future are expected to be financed
from operations and borrowing capacity as well as with the issuance of Company
common stock.
Forward-looking Information
The foregoing discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains forward-looking statements,
including statements regarding the intent, belief or current expectations of the
Company and its officers with respect to, among other things, trends affecting
the Company's financial condition or results of operation and the impact of
competition. Such statements are not guarantees of future performance and
involve risks and uncertainties, and actual results may differ
<PAGE>
materially from those in the forward-looking statements as a result of
various factors. Some of these factors include, but are not limited to the
risk factors set forth in the Company's 1998 Annual Report on Form 10-K. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various 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, cash flows 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.
During the fiscal quarter for which this report is filed, the following
report(s) on Form 8-K were filed by the Registrant:
(i) Form 8-K filed April 15, 1998, Item 5, Other events
(ii) Form 8-K filed February 2, 1998, Item 5, Other events
<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: June 15, 1998 /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 April 30, 1998
Exhibit Sequential
No. Description of Exhibits Page No.
- ------- -------------------------------------- -----------
27 Financial Data Schedule
<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 THREE MONTHS
ENDED APRIL 30, 1998
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> APR-30-1998
<CASH> 190,125
<SECURITIES> 78,881
<RECEIVABLES> 839,977
<ALLOWANCES> 35,100
<INVENTORY> 12,749
<CURRENT-ASSETS> 1,237,411
<PP&E> 666,297
<DEPRECIATION> 191,991
<TOTAL-ASSETS> 2,475,487
<CURRENT-LIABILITIES> 998,483
<BONDS> 147,025
0
0
<COMMON> 562
<OTHER-SE> 888,669
<TOTAL-LIABILITY-AND-EQUITY> 2,475,487
<SALES> 0
<TOTAL-REVENUES> 1,008,380
<CGS> 0
<TOTAL-COSTS> 798,944
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,758
<INCOME-PRETAX> 63,268
<INCOME-TAX> 29,230
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,038
<EPS-PRIMARY> .63
<EPS-DILUTED> .59
</TABLE>
