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 FEBRUARY 28, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM _____ TO _____
Commission file number: 1-1185
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware
41-0274440
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization)
Identification No.)
Number One General Mills Boulevard
Minneapolis, MN 55426
(Mail: P.O. Box 1113) (Mail:
55440)
(Address of principal executive offices) (Zip Code)
(612) 540-2311
(Registrant's telephone number, including area code)
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 March 24, 1999, General Mills had 152,829,648 shares of its $.10 par value
common stock outstanding (excluding 51,323,684 shares held in treasury).
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
GENERAL MILLS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In Millions, Except per Share Data)
Thirteen Weeks Ended Thirty-Nine Weeks Ended
February 28,February 22, February 28,February 22,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales $1,495.1 $1,424.7 $4,645.6 $4,479.5
Costs and Expenses:
Cost of sales 618.8 587.7 1,901.5 1,859.8
Selling, general and
administrative 618.8 599.6 1,920.7 1,845.5
Interest, net 31.4 26.8 90.6 85.3
Unusual items - - 51.6 166.4
------- ------- ------- -------
Total Costs and Expenses 1,269.0 1,214.1 3,964.4 3,957.0
------- ------- ------- -------
Earnings before Taxes and Earnings
(Losses) from Joint Ventures 226.1 210.6 681.2 522.5
Income Taxes 79.5 77.3 246.3 190.4
Earnings(Losses)from Joint Ventures (5.5) (2.2) (5.2) (2.1)
Net Earnings $ 141.1 $ 131.1 $ 429.7 $ 330.0
======= ======= ======= =======
Earnings per Share $ .92 $ .83 $ 2.80 $ 2.08
======= ======= ======= =======
Average Number of Common Shares 153.6 158.3 153.5 158.7
======= ======= ======= =======
Earnings per Share-Assuming
Dilution $ .89 $ .81 $ 2.73 $ 2.03
======= ======= ======= =======
Average Number of Common Shares -
Assuming Dilution 158.4 162.8 157.5 162.9
======= ======= ======= =======
Dividends per Share $ .55 $ .53 $ 1.61 $ 1.59
======= ======= ======= =======
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
<CAPTION>
GENERAL MILLS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Millions)
(Unaudited) (Unaudited)
February 28, February 22, May 31,
1999 1998 1998
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 18.9 $ 16.8 $ 6.4
Receivables 469.7 425.1 395.1
Inventories:
Valued primarily at FIFO 190.4 203.8 168.3
Valued at LIFO (FIFO value exceeds LIFO by
$39.1, $45.7 and $39.1, respectively) 251.9 243.8 221.4
Prepaid expenses and other current assets 83.1 102.0 107.2
Deferred income taxes 105.5 108.6 136.9
-------- ------- --------
Total Current Assets 1,119.5 1,100.1 1,035.3
-------- ------- --------
Land, Buildings and Equipment, at Cost 2,664.3 2,437.2 2,489.0
Less accumulated depreciation (1,396.3) (1,270.9) (1,302.7)
Net Land, Buildings and Equipment 1,268.0 1,166.3 1,186.3
Intangibles 728.2 635.9 630.4
Other Assets 1,022.8 997.5 1,009.4
-------- ------- -------
Total Assets $4,138.5 $3,899.8 $3,861.4
======== ======== ========
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 627.2 $ 619.5 $ 593.1
Current portion of long-term debt 91.3 153.6 153.2
Notes payable 414.3 34.2 264.1
Accrued taxes 155.3 128.8 148.5
Other current liabilities 401.3 294.7 284.8
-------- ------- --------
Total Current Liabilities 1,689.4 1,230.8 1,443.7
Long-term Debt 1,700.6 1,656.0 1,640.4
Deferred Income Taxes 285.3 277.3 284.8
Deferred Income Taxes - Tax Leases 115.8 132.8 129.1
Other Liabilities 179.5 169.8 173.2
-------- ------- --------
Total Liabilities 3,970.6 3,466.7 3,671.2
-------- ------- --------
Stockholders' Equity:
Cumulative preference stock, none issued - - -
Common stock, 204.2 shares issued 640.3 608.2 619.6
Retained earnings 1,721.7 1,614.1 1,622.8
Less common stock in treasury, at cost,
shares of 50.7, 45.9 and 49.4,
respectively (2,073.6) (1,675.3) (1,935.7)
Unearned compensation (71.3) (76.5) (75.4)
Accumulated other comprehensive income (49.2) (37.4) (41.1)
-------- ------- --------
Total Stockholders' Equity 167.9 433.1 190.2
-------- ------- --------
Total Liabilities and Equity $4,138.5 $3,899.8 $3,861.4
======== ======== ========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
<CAPTION>
GENERAL MILLS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited) (In Millions)
Thirty-Nine Weeks Ended
February 28, February 22,
1999 1998
<S> <C> <C>
Cash Flows - Operating Activities:
Net earnings $429.7 $330.0
Adjustments to reconcile earnings to cash flow:
Depreciation and amortization 142.4 144.2
Deferred income taxes 32.2 (3.2)
Change in current assets and liabilities, net of
effects from businesses acquired (98.4)
(22.8)
Unusual items 51.6 166.4
Other, net (38.9) (22.7)
----- -----
Cash provided by continuing operations 518.6 591.9
Cash used by discontinued operations (2.9) (4.8)
----- -----
Net Cash Provided by Operating Activities 515.7 587.1
----- -----
Cash Flows - Investment Activities:
Purchases of land, buildings and equipment (206.2) (122.7)
Investments in businesses, intangibles and
affiliates, net of investment returns
and dividends (148.3) (3.5)
Purchases of marketable investments (7.3) (8.1)
Proceeds from sale of marketable investments 18.3 34.7
Other, net 48.1 (38.6)
----- -----
Net Cash Used by Investment Activities (295.4) (138.2)
------ ------
Cash Flows - Financing Activities:
Change in notes payable 147.6 (165.4)
Issuance of long-term debt 181.0 284.1
Payment of long-term debt (170.4) (135.8)
Common stock issued 82.8 77.0
Purchases of common stock for treasury (189.2) (249.3)
Dividends paid (247.5) (252.8)
Other, net (12.1) (2.7)
----- -----
Net Cash Used by Financing Activities (207.8) (444.9)
------ ------
Increase in Cash and Cash Equivalents $12.5 $ 4.0
See accompanying notes to consolidated condensed financial statements.
</TABLE>
GENERAL MILLS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(1) Background
These financial statements do not include certain information and footnotes
required by generally accepted accounting principles for complete financial
statements. However, in the opinion of management, all adjustments considered
necessary for a fair presentation have been included and are of a normal
recurring nature. Operating results for the thirty-nine weeks ended February 28,
1999 are not necessarily indicative of the results that may be expected for the
fiscal year ending May 30, 1999.
These statements should be read in conjunction with the financial statements and
footnotes included in our annual report for the year ended May 31, 1998. The
accounting policies used in preparing these financial statements are the same as
those described in our annual report.
Certain amounts in the prior year financial statements have been reclassified to
conform to the current year presentation.
(2) Acquisitions
On January 15, 1999, we acquired Lloyd's Barbeque Company of St. Paul, Minn.
Lloyd's is a leading producer of high-quality, refrigerated convenience foods,
with the top-selling national brand of ready-to-heat barbequed meats. On
February 10, 1999, we acquired Farmhouse Foods of Union City, California, a West
Coast marketer of rice and pasta side-dish mixes.
These acquisitions, both of which were accounted for using the purchase method,
totaled approximately $130 million in purchase price, subject to adjustments.
Goodwill associated with these acquisitions is being amortized on a
straight-line basis over 40 years. The results of the acquired businesses have
been included in the consolidated financial statements since the respective
acquisition dates.
(3) Unusual Items
In the second quarter of fiscal 1999, we recorded restructuring charges of $51.6
million pretax, $32.3 million after tax ($.21 per diluted share) primarily
related to streamlining manufacturing and distribution activities that are
expected to deliver significant cost savings and contribute to future earnings
growth. The restructuring actions primarily reflect further streamlining of our
supply chain as part of the broad consolidation of these activities announced in
May 1998. Actions include consolidating manufacturing of certain products into
fewer locations, and consolidating warehouse, distribution and sales activities
across the company's packaged food, foodservice and milling operations. In
addition, the second-quarter charge includes our share of restructuring by Snack
Ventures Europe (SVE), our joint venture with PepsiCo, to improve its
manufacturing cost structure. Slightly more than half of the total charge
reflects write-down of assets; the remaining cash portion is primarily related
to severance and asset redeployment expenses. We expect that these restructuring
activities will be substantially completed by the end of fiscal 1999. Annual
cost savings beginning in fiscal 2000 are estimated at $16.8 million after tax
($.11 per diluted share).
In the second quarter of fiscal 1998, we recorded restructuring charges of
$166.8 million pretax, $100.1 million after tax ($.62 per diluted share)
primarily related to improving the cost structure of our North American cereal
operations. We shut down one cereal system at our Lodi, California facility and
closed our two smallest plants, located in South Chicago, Illinois and
Etobicoke, Ontario. The charges included approximately $137 million in non-cash
charges primarily related to asset write-offs, and approximately $30 million of
cash charges, primarily related to costs to dispose of assets and pay severance.
We expect that these restructuring activities will be substantially completed by
the end of fiscal 1999.
In the first quarter of fiscal 1998, we recorded several unusual items resulting
in a net after-tax charge of $.1 million. We received an insurance settlement
from one of our carriers related to costs incurred in fiscal 1995 and 1996
(charged against fiscal 1994) from the improper use of a pesticide by an
independent contractor in treating some of the company's oat supplies. Our SVE
joint venture recorded restructuring charges for productivity initiatives
primarily related to production consolidation. We also recorded charges
associated with restructuring our sales regions and our trade and promotion
organization.
(4) Statements of Cash Flows
During the first nine months, we made interest payments of $88.3 million (net of
amount capitalized) and paid $191.6 million in income taxes.
(5) Comprehensive Income
We adopted Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income," effective June 1, 1998. SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components, including all changes in equity during a period except those
resulting from investments by owners or distributions to owners. The following
table summarizes total comprehensive income for the periods presented (in
millions):
Thirteen Weeks Ended Thirty-Nine Weeks Ended
Feb. 28 Feb. 22, Feb. 28, Feb. 22,
1999 1998 1999 1998
---- ---- ---- ----
Net Earnings $141.1 $131.1 $429.7 $330.0
Other comprehensive
income (loss):
Unrealized gain
on securities (4.1) 2.5 (.1) 8.4
Foreign currency
translation adjustments (11.0) (5.3) (8.0) (8.9)
----- ----- ----- -----
(15.1) (2.8) (8.1) (.5)
----- ----- ----- -----
Total comprehensive income $126.0 $128.3 $421.6 $329.5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Continuing operations generated $73.3 million less cash in the first nine months
of fiscal 1999 than in the same prior-year period. The decrease in cash provided
by operations as compared to last year was caused primarily by a $75.6 million
increase in the working capital change.
Fiscal 1999 capital expenditures are estimated to be approximately $240 million.
During the first nine months, capital expenditures totaled $206.2 million.
Our short-term outside financing is obtained through private placement of
commercial paper and bank notes. Our level of notes payable fluctuates based on
cash flow needs.
Our long-term outside financing is obtained primarily through our medium-term
note program. Activity through nine months under this program consisted of the
issuance of $174.7 million in notes and debt payments of $167.8 million.
RESULTS OF OPERATIONS
All per share references in the following discussion are based on diluted
shares, except where indicated.
Third quarter sales of $1,495.1 million grew 5 percent from the prior year.
Cumulative sales of $4,645.6 million grew 4 percent. Third quarter earnings from
operations of $141.1 million ($.89 per share), increased by 8 percent from
$131.1 million ($.81 per share) reported last year. Cumulative earnings from
operations of $462.0 million ($2.93 per share) before unusual items of $32.3
million after tax ($.21 per share), were up 7 percent from last year's $430.2
million ($2.64 per share) before unusual items of $100.2 million after tax,
($.62 per share). Earnings per share of $.89 and $2.93 for the third quarter and
first nine months were up 10 percent and 11 percent from $.81 and $2.64 before
unusual items. Basic earnings per share of $.92 and $3.01 for the third quarter
and first nine months were both up 11 percent from $.83 and $2.71 before unusual
items. Including unusual items, nine-month earnings this year and last year were
$429.7 million ($2.73 per share), and $330.0 million ($2.03 per share),
respectively.
Third-quarter earnings growth was driven by unit volume increases across the
company's major businesses and by continued productivity gains. Results for the
quarter met our expectations. Through nine months, our domestic volume is up
more than 3 percent. Our domestic unit volume increased 5 percent in the
quarter, with every major division reporting volume growth. The gain excludes
unit volume contributions from Lloyd's and Farmhouse Foods, two businesses that
were acquired during the quarter.
The company's non-cereal businesses led volume growth in the quarter with units
up 8 percent overall. Convenience foods volume (snacks and yogurt) increased 16
percent. Core Yoplait yogurt lines and new Go-Gurt portable yogurt, Chex Mix
snacks, fruit snacks and Nature Valley granola bars led this volume growth.
Volume for the Betty Crocker baking, dinner and side dish businesses was up 2
percent, with good contributions from the new Chicken Helper dinner mixes
introduced in January 1999 and from the expanding line of smaller-sized, Betty
Crocker pouch desserts. Foodservice volume was up 3 percent in the quarter on
gains by cereals, snacks and refrigerated yogurt.
Third-quarter unit volume for Big G cereals grew 1 percent, led by continued
strong performance from established brands including Cheerios, Total, Trix, and
Cinnamon Toast Crunch. New Honey Nut Chex, available in 20 percent of the
country since August 1998, continued to post strong market shares and
contributed to Big G volume growth. Cereal industry trends strengthened during
the quarter, with category pound volume in all measured outlets up slightly for
the period. Big G outpaced the category, increasing its third quarter pound
market share to 26.5 percent from 26.1 percent a year earlier. Through nine
months, Big G pound market share was 25.8 percent, and dollar share was 31.4
percent. On March 1, 1999, distribution of Honey Nut Chex was expanded to the
remaining 80 percent of the U.S. and new Sunrise organic cereal was launched
into nationwide distribution.
Third-quarter unit volume for the company's international operations was down 2
percent on difficult comparisons. In Canada, quarterly unit volume was down 8
percent from record-level shipments generated by Winter Olympics marketing
programs in the prior year. However, cereal market-share performance continued
strong, as General Mills reclaimed the number two position in Canada with a
year-to-date pound share of 17.1 percent. Quarterly volume for Cereal Partners
Worldwide (CPW), the company's joint venture with Nestle, was down 1 percent
compared to prior year results that included an extra week in CPW's fiscal
quarter. For calendar 1998 in total, CPW unit volume grew 9 percent, worldwide
sales reached approximately $830 million, and the venture posted its first
operating profit. Third-quarter volume for Snack Ventures Europe was up 2
percent overall and up 5 percent for continuing businesses.
As part of our ongoing share repurchase program, we repurchased 568,800 shares
of common stock during the third quarter at an average price of $69.69 per
share. Through nine months, share repurchases totaled 3.1 million shares at an
average price of $66.47 per share. Average shares outstanding (basic) totaled
153.5 million for the first nine months compared to 158.7 million in the prior
year, reflecting periodic repurchase of shares under the company's ongoing
program. Interest expense in the first nine months totaled $90.6 million, up
from $85.3 million last year due to higher debt levels associated with share
repurchase activity and acquisitions.
Our tax rates (excluding unusual items) for the third quarter and first nine
months of fiscal 1999 were 35.2 percent and 36.2 percent, respectively, compared
to 36.7 percent and 37.2 percent in last year's third quarter and first nine
months. Our reported tax rates for the first nine months of fiscal 1999 and 1998
were 36.2 percent and 36.4 percent, respectively. The lower quarter and nine
months effective tax rates in fiscal 1999 relate primarily to the impact of
foreign and state income taxes. We believe the lower cumulative rate is
sustainable in the near term.
YEAR 2000
The year 2000 issue is the result of computer programs written using two digits
(rather than four) to define years. Computers or other equipment with
date-sensitive software may recognize "00" as 1900 rather than 2000. This could
result in system failures or miscalculations. If we, or our significant
customers, suppliers or other third parties fail to correct year 2000 issues,
our ability to operate our businesses could be adversely affected.
We have completed the assessment, inventory and classification of year 2000
issues on all of our information systems infrastructure and non-technical assets
(e.g., plant production equipment). Any systems which are year 2000 deficient
will be modified, upgraded or replaced and tested for compliance. We are
concluding the testing of all existing, critical information systems
infrastructure for year 2000 compliance. Project plans anticipate that all
non-technical assets (including production equipment) will be year 2000
compliant by the middle of calendar 1999. Based on assessments and testing to
date, we do not expect the financial impact of addressing internal system year
2000 issues will be material to our financial position, results of operations or
cash flows. Total costs are estimated to be approximately $26 million, of which
about three-fourths has been incurred to date.
We have surveyed significant customers, suppliers and other third parties
critical to our business operations to determine their year 2000 compliance.
Contingency plans will be developed by the middle of calendar 1999 to address
any third party failures that may disrupt our operations. These plans will
continue to be evaluated and modified through the year 2000 transition period as
additional information becomes available. However these contingency plans will
not guarantee that circumstances beyond our control will not adversely impact
our operations.
Our year 2000 compliance program is an ongoing process and the risk assessments
and timetable described above are forward-looking statements which are subject
to change. Factors that may cause such changes include, among others, the
ability to timely remediate all date-sensitive computer-related assets; the
actions of third parties, such as public utilities; and the occurrence of
broad-based systemic failures.
PART II. OTHER INFORMATION
Item 5. Other Information.
This report contains certain forward-looking statements, which are based on
management's current views and assumptions regarding future events and financial
performance. These statements are qualified by reference to the section
"Cautionary Statement Relevant to Forward-Looking Information" in Item 1 of our
Annual Report on Form 10-K for the fiscal year ended May 31, 1998, that lists
important factors that could cause actual results to differ materially from
those discussed in this report.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 11 Statement re Computation of Earnings per Share.
Exhibit 12 Statement re Ratio of Earnings to Fixed Charges.
Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the third
quarter of fiscal 1999.
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.
GENERAL MILLS, INC.
(Registrant)
Date April 7, 1999 /s/ S. S. Marshall
------------- ----------------------------------
S. S. Marshall
Senior Vice President,
General Counsel
Date April 7, 1999 /s/ K. L. Thome
------------- --------------------------------
K. L. Thome
Senior Vice President,
Financial Operations
EXHIBIT 11
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<CAPTION>
GENERAL MILLS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In Millions, Except per Share Data)
Thirteen Weeks Ended Thirty-Nine Weeks Ended
February 28, February 22, February 28, February 22,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Earnings $141.1 $131.1 $429.7 $330.0
====== ====== ====== ======
Average Number of Common
Shares - Basic EPS (a) 153.6 158.3 153.5 158.7
Incremental Share Effect from:
-Stock options (b) 4.8 4.4 3.9 4.1
-Restricted stock, stock rights
and puts - .1 .1 .1
------- ------ ------ ------
Average Number of Common Shares -
Diluted EPS 158.4 162.8 157.5 162.9
====== ====== ====== ======
Earnings per Share - Basic $ .92 $ .83 $ 2.80 $ 2.08
======= ======= ====== ======
Earnings per Share - Assuming
Dilution $ .89 $ .81 $ 2.73 $ 2.03
====== ====== ====== ======
Notes to Exhibit 11:
(a)Computed as weighted average of net shares outstanding on stock-exchange
trading days.
(b) Incremental shares from stock options are computed by the "treasury stock"
method. This method first determines the number of shares issuable under
stock options that had an option price below the average market price for
the period, and then deducts the number of shares that could have been
repurchased with the proceeds of options exercised.
</TABLE>
Exhibit 12
RATIO OF EARNINGS TO FIXED CHARGES
Thirty-Nine Weeks Ended Fiscal Year Ended
February 28, February 22, May 31, May 25, May 26, May 28, May 29,
1999 1998 1998 1997 1996 1995 1994
--------------------- -------------------------------------
Ratio of
Earnings to
Fixed Charges 7.10 5.97 5.63 6.54 6.94 4.10 6.18
For purposes of computing the ratio of earnings to fixed charges, earnings
represent pretax income from continuing operations, plus pretax earnings or
losses of joint ventures plus fixed charges (net of capitalized interest). Fixed
charges represent interest (whether expensed or capitalized) and one-third (the
proportion deemed representative of the interest factor) of rents of continuing
operations.
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from our
Form 10-Q for the thirty-nine week period ended February 28, 1999, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-30-1999
<PERIOD-START> JUN-1-1998
<PERIOD-END> FEB-28-1999
<CASH> 18,900,000
<SECURITIES> 0
<RECEIVABLES> 469,700,000
<ALLOWANCES> 0
<INVENTORY> 442,300,000
<CURRENT-ASSETS> 1,119,500,000
<PP&E> 2,664,300,000
<DEPRECIATION> (1,396,300,000)
<TOTAL-ASSETS> 4,138,500,000
<CURRENT-LIABILITIES> 1,689,400,000
<BONDS> 1,700,600,000
0
0
<COMMON> 640,300,000
<OTHER-SE> (472,400,000)
<TOTAL-LIABILITY-AND-EQUITY> 4,138,500,000
<SALES> 4,645,600,000
<TOTAL-REVENUES> 4,645,600,000
<CGS> 1,901,500,000
<TOTAL-COSTS> 1,901,500,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 90,600,000
<INCOME-PRETAX> 681,200,000
<INCOME-TAX> 246,300,000
<INCOME-CONTINUING> 429,700,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 429,700,000
<EPS-PRIMARY> 2.80
<EPS-DILUTED> 2.73
</TABLE>
