UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 1996
or
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period ended from _____ to _____
Commission File Number 0-10180
Computer Associates International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-2857434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Computer Associates Plaza
Islandia, New York 11788-7000
(Address of principal executive offices) (Zip Code)
(516) 342-5224
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date:
Title of Class Shares Outstanding
Common Stock as of January 31, 1997
par value $.10 per share 363,123,487
<PAGE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
PART I. Financial Information: Page No.
Item 1. Consolidated Condensed Balance Sheets -
December 31, 1996 and March 31, 1996 1
Consolidated Statements of Income -
Three Months Ended December 31, 1996 and 1995 2
Consolidated Statements of Income -
Nine Months Ended December 31, 1996 and 1995 3
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended December 31, 1996 and 1995 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. Other Information:
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE> 1
<TABLE>
Item 1:
Part I. FINANCIAL INFORMATION
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
<CAPTION>
December 31 March 31,
1996 1996
----------- ---------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 199 $ 97
Marketable securities 41 105
Trade and installment accounts receivable 1,341 1,182
Inventories and other current assets 74 64
-------- --------
TOTAL CURRENT ASSETS 1,655 1,448
Installment accounts receivable,due after one 2,187 1,701
Property and equipment 451 420
Purchased software products 497 580
Excess of cost over net assets acquired 1,176 786
Investments and other noncurrent assets 75 81
-------- --------
TOTAL ASSETS $ 6,041 $ 5,016
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Loans payable - banks $ 495 $ 495
Other current liabilities 1,163 1,006
Long-term debt 1,666 945
Deferred income taxes 897 721
Deferred maintenance revenue 308 367
Stockholders' equity 1,512 1,482
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,041 $ 5,016
======== ========
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE> 2
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)
<CAPTION>
For the Three Months
Ended December 31,
--------------------
1996 1995
---- ----
<S> <C> <C>
Product revenue and other related income $ 869 $ 822
Maintenance fees 184 182
------- -------
TOTAL REVENUE 1,053 1,004
Costs and expenses:
Selling, marketing and administrative 345 371
Product development and enhancements 81 76
Commissions and royalties 51 52
Depreciation and amortization 97 114
Interest expense - net 27 27
Purchased research and development 598
------- -------
TOTAL COSTS AND EXPENSES 1,199 640
------- -------
(Loss) income before income taxes (146) 364
Provision for income taxes 167 137
------- -------
NET (LOSS) INCOME $ (313) $ 227
------- -------
NET (LOSS) INCOME PER COMMON SHARE * $ (.86) $ .60
------- -------
Weighted average common shares used in
computation * 365 381
<FN>
* Shares and per share amounts adjusted for three-for-two stock splits
effective June 19, 1996 and August 21, 1995.
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE> 3
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share amounts)
<CAPTION>
For the Nine Months
Ended December 31,
-------------------
1996 1995
---- ----
<S> <C> <C>
Product revenue and other related income $ 2,272 $ 1,849
Maintenance fees 563 545
-------- --------
TOTAL REVENUE 2,835 2,394
Costs and expenses:
Selling, marketing and administrative 1,070 961
Product development and enhancements 232 205
Commissions and royalties 143 118
Depreciation and amortization 323 286
Interest expense - net 70 46
Purchased research and development 598 1,303
-------- --------
TOTAL COSTS AND EXPENSES 2,436 2,919
-------- --------
Income (loss) before income taxes 399 (525)
Income tax expense (benefit) 369 (203)
-------- --------
NET INCOME (LOSS) $ 30 $ (322)
-------- --------
NET INCOME (LOSS) PER COMMON SHARE * $ .08 $ (.89)
-------- --------
Weighted average common shares used in
computation * 380 362
<FN>
* Shares and per share amounts adjusted for three-for-two stock splits
effective June 19, 1996 and August 21, 1995.
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE> 4
<TABLE>
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
<CAPTION>
For the Nine Months
Ended December 31,
-------------------
1996 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 30 $ (322)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 323 286
Provision for deferred income taxes (benefit) 168 (385)
Charge for purchased research and development 598 1,303
Increase in noncurrent installment
accounts receivable (491) (399)
(Decrease) increase in deferred maintenance revenue (59) 14
Changes in other operating assets and liabilities,
excludes effects of acquisitions (71) (163)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 498 334
INVESTING ACTIVITIES:
Acquisitions, primarily purchased software,
marketing rights and intangibles (1,136) (1,772)
Purchase of property and equipment (22) (18)
Decrease in current marketable securities 63 80
Capitalized development costs (14) (10)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (1,109) (1,720)
FINANCING ACTIVITIES:
Borrowings and repayments - net 722 1,354
Dividends paid (17) (16)
Exercise of common stock options/other 39 16
Purchases of treasury stock (32) (27)
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 712 1,327
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
BEFORE EFFECT OF EXCHANGE RATE CHANGES ON CASH 101 (59)
Effect of exchange rate changes on cash 1 (3)
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 102 (62)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 97 117
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 199 $ 55
======= =======
<FN>
See Notes to Consolidated Condensed Financial Statements.
</TABLE>
<PAGE> 5
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the
nine months ended December 31, 1996 are not necessarily indicative of the
results that may be expected for the year ending March 31, 1997. For
further information, refer to the consolidated financial statements and
footnotes thereto included in Computer Associates International, Inc.'s
(the "Registrant" or the "Company") Annual Report on Form 10-K for the
fiscal year ended March 31, 1996.
Cash Dividends: In December 1996, the Company's Board of Directors
declared its regular, semi-annual cash dividend of $.05 per share. The
dividend was paid on January 7, 1997 to stockholders of record on December
17, 1996.
Net Income per Share: Net income per share of Common Stock is computed by
dividing net income by the weighted average number of common shares and
any dilutive common share equivalents outstanding. Common share
equivalents for the three month period ended December 31, 1996 and for the
nine month period ended December 31, 1995 were excluded because of their
anti-dilutive effect. Fully diluted net income per share is the same or
not materially different from net income per share.
Stock Split: On May 30, 1996 the Company declared a three-for-two stock
split in the form of a stock dividend, distributed July 15, 1996 to
stockholders of record as of June 19, 1996. Shares and per share amounts
have been adjusted to reflect this stock split as well as the previous
three-for-two stock split effective August 21, 1995.
Statements of Cash Flows: For the nine months ended December 31, 1996 and
1995, interest payments were $55 million and $48 million, respectively,
and income taxes paid were $165 million and $101 million, respectively.
<PAGE> 6
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE B -- ACQUISITIONS
On November 11, 1996, the Company acquired 98% of the issued and
outstanding shares of Common Stock of Cheyenne Software, Inc.
("Cheyenne"), and on December 2, 1996 merged Cheyenne into one of its
wholly owned subsidiaries. The aggregate purchase price of approximately
$1.2 billion was funded from drawings under the Company's $2 billion
credit agreements. Cheyenne was engaged in the design, development,
marketing, and support of storage, management, security and communications
software for desktops and distributed enterprise networks. The
acquisition was accounted for as a purchase. The results of Cheyenne's
operations have been combined with those of the Company since the date of
acquisition.
The Company recorded a $598 million after-tax charge against earnings for
the write-off of purchased Cheyenne research and development technology
that had not reached the working model stage and has no alternative future
use. Had this charge not been taken during the quarter ended December
31, 1996, net income and net income per share for the three and nine month
periods ended December 31, 1996 would have been $285 million, or $.75 per
share, and $628 million, or $1.65 per share, respectively.
On August 1, 1995, the Company acquired 98% of the issued and outstanding
shares of Common Stock of Legent Corporation ("Legent"), and on November
6, 1995 merged Legent into one of its wholly owned subsidiaries. The
aggregate purchase price of approximately $1.8 billion was funded from
drawings under the Company's $2 billion credit agreement. Legent was
engaged in the design, development, marketing, and support of a broad
range of computer software products for the management of information
systems used to manage mainframe, midrange, server, workstation and PC
systems deployed throughout a business enterprise. The acquisition was
accounted for as a purchase. The results of Legent's operations have been
combined with those of the Company since the date of acquisition.
The Company recorded an $808 million after-tax charge against earnings for
the write-off of purchased Legent research and development technology that
had not reached the working model stage and has no alternative future use.
Had this charge not been taken during the quarter ended September 30,
1995, net income for the nine month period ended December 31, 1995 would
have been $487 million, or $1.28 per share.
<PAGE> 7
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE B -- ACQUISITIONS (continued)
The following table reflects pro forma combined results of operations
(unaudited) of the Company, Legent and Cheyenne on the basis that the
acquisition of Legent had taken place at the beginning of fiscal year
1996, and the acquisition of Cheyenne had taken place at the beginning of
the fiscal year for all periods presented. The after-tax charges in
fiscal years 1997 and 1996 of $598 million and $808 million, respectively,
were recorded at the beginning of the fiscal year for each of the periods
presented:
<TABLE>
(In millions, except per share amounts)
<CAPTION>
For the Nine Months For the Three Months
Ended December 31, Ended December 31,
------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 2,970 $ 2,617 $ 1,066 $ 1,061
Net Income (822) (1,031) 270 218
Net Income per common share $ (2.25) $ (2.85) $ .71 $ .57
Shares used in computation 365 362 382 381
</TABLE>
The following table reflects pro forma combined results of operations
(unaudited) of the Company, Legent and Cheyenne on the basis that the
acquisition of Legent had taken place at the beginning of fiscal year
1996, and the acquisition of Cheyenne had taken place at the beginning of
the fiscal year for all periods presented, and excludes the effect of the
after-tax charges in fiscal years 1997 and 1996 of $598 million and $808
million:
<TABLE>
(In millions, except per share amounts)
<CAPTION>
For the Nine Months For the Three Months
Ended December 31, Ended December 31,
------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 2,970 $ 2,617 $ 1,066 $ 1,061
Net Income 584 375 270 218
Net Income per common share $ 1.54 $ .99 $ .71 $ .57
Shares used in computation 380 380 382 381
</TABLE>
In management's opinion, the pro forma combined results of operations are
not indicative of the actual results that would have occurred had the
acquisition been consummated at the beginning of fiscal year 1996 or of
future operations of the combined entities under the ownership and
operation of the Company.
<PAGE> 8
COMPUTER ASSOCIATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE C -- THE 1995 KEY EMPLOYEE STOCK OWNERSHIP PLAN
Under the 1995 Key Employee Stock Employee Ownership Plan (the "1995
Plan") the Stock Option and Compensation Committee of the Board of
Directors (the "Committee") is authorized to grant, subject to the
attainment of certain Common Stock price objectives, up to 13,500,000
shares of the Company's restricted Common Stock to three key executives.
The Committee has initially reserved for grant 4,500,000 shares of Common
Stock ("Initial Grant") and may reserve for grant up to an additional
9,000,000 shares (the "Additional Grants") based on achievement of certain
target price levels for the Company's Common Stock. At December 31,
1996, all 9,000,000 shares of the Additional Grants had been reserved or
qualify to be reserved for grant due to the achievement of the specified
target prices.
In January 1996, 900,000 shares of Common Stock reserved under the Initial
Grant vested, subject to the continued employment of the key executives.
Accordingly, the Company began accruing the compensation expense
associated with the 900,000 shares over the employment period ending March
31, 2000. The Initial Grant and Additional Grants are non-transferable,
are subject to risk of forfeiture through March 31, 2000 and are further
subject to significant limitations on transfer during the seven years
following vesting.
All references to the number of shares available and reserved for grant
have been adjusted to reflect three-for -two stock splits effective June
19, 1996 and August 21, 1995.
<PAGE> 9
Item 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Statements in this Form 10-Q concerning the company's future prospects are
"forward looking statements" under the federal securities laws. There
can be no assurances that future results will be achieved and actual
results could differ materially from forecasts and estimates. Important
factors that could cause actual results to differ materially are discussed
below in the section "Operations".
RESULTS OF OPERATIONS
Revenue:
Total revenue for the quarter ended December 31, 1996 increased by 5%, or
$49 million, over the prior year's comparable quarter. Revenue in North
America exhibited strong growth representing 61% of the revenue in the
December 1996 quarter compared to just 48% of revenue in the December 1995
quarter. North American revenue in fiscal 1997's third quarter increased
33% over last fiscal year's comparable quarter. The increase reflects
acceptance of the Company's attractive enterprise pricing options, as well
as continued growth of licensing fees from the Company's expanding
client/server products. However, revenue from European units in this
fiscal year's third quarter was down substantially over that realized in
last year's third quarter. This decrease is a result of difficulties
encountered in our transition from mainframe to midrange product offerings
in the European markets. Cheyenne product revenues contributed less than
5% to December 1996 quarterly revenue. Quarterly maintenance revenues
increased $2 million, or 1% from last year's comparable quarter. Growth
was dampened by the ongoing trend of site consolidations and expanding
client/server revenues which yield lower maintenance. Price changes did
not have a material impact in either quarter.
Costs and Expenses:
Selling, marketing and administrative expenses as a percentage of total
revenue for the December 1996 quarter decreased to 33% from 37% for the
December 1995 quarter. The percentage decrease reflects continued Company
wide efforts to contain and control expenses. Net research and
development expenditures increased $5 million, or 6%, over the December
1995 quarter. The addition of Cheyenne product development personnel,
continued emphasis on adapting products for the client/server environment,
broadened Internet/Intranet product offerings and the updating of various
products to be year 2000 compliant were largely responsible for the
increase. The absolute increase was mitigated by the Company's cost
containment actions. Commissions and royalties as a percentage of revenue
were 5% for both the December 1996 and 1995 quarters. Depreciation and
amortization expense decreased $17 million in the December 1996 quarter
over the December 1995 quarter, primarily due to the expected completion
of amortization associated with the Online and Pansophic acquisitions,
partially offset by the additional and accelerated purchased software
<PAGE> 10
Item 2: (Continued)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Costs and Expenses: (continued)
amortization associated with the Cheyenne acquisition. Net interest
expense was $27 million for both the December 1996 and 1995 quarters.
Operating Margins:
The net loss for the December 1996 quarter was $313 million, or $.86 per
share compared to a net income of $227 million, or $.60 per share in the
December 1995 quarter. The net loss for the December 1996 quarter was
entirely attributable to the $598 million after-tax charge for the write-
off of Cheyenne purchased research and development technology that had not
reached the working model stage and had no alternative future use. Net
income in the December 1996 quarter excluding the after tax charge would
have been $285 million, an increase of 25% over the December 1995 quarter.
Operations:
The Company's products are designed to improve the productivity and
efficiency of its clients' data processing resources. Accordingly, in a
recessionary environment, the Company's products are often a reasonable
economic alternative to customers faced with the prospect of incurring
expenditures to increase their existing data processing resources.
However, a general or global slowdown in the world economy could adversely
affect the Company's operations.
The Company has traditionally reported lower profit margins in the first
two quarters of each fiscal year than those experienced in the third and
fourth quarters. As part of the annual budget process, management
establishes higher discretionary expense levels in relation to projected
revenue for the first half of the year. Historically, the Company's
combined third and fourth quarter revenues have been greater than the
first half of the year, as these two quarters coincide with the clients'
calendar year budget period and the culmination of the Company's annual
sales plan. Historically higher second half revenues have resulted in
significantly higher profit margins since total expenses have not
increased in proportion to revenue. However, past financial performance
should not be considered to be a reliable indicator of future performance.
The Company's future operating results may be affected by a number of
other factors, including, but not limited to: uncertainties relative to
global economic conditions; prolonged regional slowdowns; market
acceptance of competing technologies; the availability and cost of new
solutions; the Company's ability to successfully manage the transition
from a majority of revenue derived from the mainframe environment to
client/server solutions; the strength of its distribution channels; the
Company's ability to manage fixed and variable expense growth relative
to revenue growth; and the Company's ability to effectively integrate
acquired products and operations.
<PAGE> 11
Item 2: (Continued)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended December 31, 1996, the Company's cash, cash
equivalents and marketable securities balance increased by $39 million.
This increase will be used to reduce bank debt during the next fiscal
quarter and to repurchase shares of the Company's stock as part of its
ongoing Common Stock repurchase program. During the quarter, outlays of
approximately $1.1 billion for the acquisition of Cheyenne Software, Inc.
were funded by drawings on the Company's debt facilities described below
and cash generated from operations.
The Company has available a $700 million 364 day credit facility and a
$1.3 billion 5 year credit facility. Borrowing costs and facility fees
are based upon the achievement of certain financial ratios. At December
31, 1996, $1,795 million was outstanding under the aforementioned two
facilities. In addition, $320 million is outstanding under the 6.77%
Senior Notes issued April 4, 1996.
The total purchased under the Company's various open market Common Stock
repurchase programs was approximately 71.5 million shares as of December
31, 1996. The total shares available for repurchase at December 31, 1996
is approximately 37 million. These amounts reflect both the June 1996 and
the August 1995 three-for-two stock splits.
The Company's capital resource requirements as of December 31, 1996
consisted of lease obligations for office space, computer equipment,
mortgage or loan obligations and amounts due as a result of product and
company acquisitions. It is expected that existing cash, cash
equivalents, short term marketable securities, the availability of
borrowings under committed and uncommitted credit lines, as well as cash
provided from operations, will be sufficient to meet ongoing cash
requirements.
<PAGE> 12
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
The Registrant filed a report on Form 8-K on November 22,
1996 reporting an event under Item 2 and providing
financial statements and pro forms financial information
in accordance with Item 7(a) and (b). The date of such
report was November 11, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
Dated: February 4, 1997 By: /s/ Sanjay Kumar
--------------------------------
Sanjay Kumar, President
and Chief Operating Officer
Dated: February 4, 1997 By: /s/ Peter Schwartz
--------------------------------
Peter Schwartz
Sr. Vice President - Finance
(Chief Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 199
<SECURITIES> 41
<RECEIVABLES> 1341
<ALLOWANCES> 0
<INVENTORY> 74
<CURRENT-ASSETS> 1655
<PP&E> 451
<DEPRECIATION> 0
<TOTAL-ASSETS> 6041
<CURRENT-LIABILITIES> 1658
<BONDS> 1666
0
0
<COMMON> 0
<OTHER-SE> 1512
<TOTAL-LIABILITY-AND-EQUITY> 6041
<SALES> 2272
<TOTAL-REVENUES> 2835
<CGS> 0
<TOTAL-COSTS> 2436
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70
<INCOME-PRETAX> 399
<INCOME-TAX> 369
<INCOME-CONTINUING> 30
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
