<PAGE> 1
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 Quarter Ended September 30, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-7898
GREY ADVERTISING INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-0802840
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
777 Third Avenue, New York, New York 10017
- ------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, 212-546-2000
including area code ------------------
</TABLE>
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
----------- -----------
As of October 31, 1994, the total number of shares outstanding of Registrant's
Common Stock, par value $1 per share ("Common Stock"), was 912,655 and of
Registrant's Limited Duration Class B Common Stock, par value $1 per share
("Class B Common Stock"), was 329,797.
<PAGE> 2
GREY ADVERTISING INC.
AND CONSOLIDATED SUBSIDIARY COMPANIES
INDEX
<TABLE>
<CAPTION>
Financial Statements: Page No.
--------
<S> <C>
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 5
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Other Information 12
Signatures 13
Index to Exhibits 14
</TABLE>
2
<PAGE> 3
Grey Advertising Inc. and Consolidated Subsidiary Companies
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994 DECEMBER 31, 1993
(UNAUDITED) (A)
----------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $132,748,000 $181,267,000
Accounts receivable 389,814,000 363,105,000
Expenditures billable to clients 27,614,000 22,581,000
Other current assets 78,049,000 69,116,000
----------------------------------------------
Total current assets 628,225,000 636,069,000
Investments in and advances to nonconsolidated
affiliated companies 16,304,000 16,104,000
Fixed assets-at cost, less accumulated depreciation
of $79,025,000 and $74,671,000 60,437,000 57,724,000
Marketable securities 22,737,000 22,425,000
Intangibles and other assets-including loans to
officers of $5,547,000 in 1994 and $4,947,000
in 1993 96,972,000 88,311,000
----------------------------------------------
Total assets $824,675,000 $820,633,000
==============================================
</TABLE>
3
<PAGE> 4
Grey Advertising Inc. and Consolidated Subsidiary Companies
Condensed Consolidated Balance Sheets (continued)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1994 DECEMBER 31, 1993
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED) (A)
---------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $424,445,000 $469,227,000
Notes payable to banks 67,369,000 45,851,000
Accrued expenses and other 98,685,000 88,099,000
Income taxes payable 11,257,000 7,891,000
---------------------------------------------
Total current liabilities 601,756,000 611,068,000
Other liabilities including deferred compensation of
$18,504,000 and $15,342,000 35,109,000 31,820,000
Long-term debt 33,025,000 33,025,000
Minority interest 8,330,000 9,053,000
Redeemable preferred stock-at redemption value; par
value $1 per share; authorized 500,000 shares; issued
and outstanding 32,000 shares in 1994 and 1993 7,116,000 6,590,000
Common stockholders' equity:
Common Stock-par value $1 per share; authorized
10,000,000 shares; issued 1,075,165 in 1994 and
1,062,046 in 1993 1,075,000 1,062,000
Limited Duration Class B Common Stock-par value $1
per share; authorized 2,000,000 shares; issued
356,619 shares in 1994 and 369,738 shares in 1993 357,000 370,000
Paid-in additional capital 27,894,000 27,329,000
Retained earnings 139,768,000 131,835,000
Cumulative translation adjustment (552,000) (3,573,000)
Unrealized loss on marketable securities (1,328,000) (147,000)
Loans to officer used to purchase Common Stock and
Limited Duration Class B Common Stock (4,726,000) (4,726,000)
---------------------------------------------
162,488,000 152,150,000
Less-cost of 164,097 and 164,372 shares of Common
Stock and 26,751 and 26,851 shares of Limited
Duration Class B Common Stock held in treasury at
Sept. 30, 1994 and Dec. 31, 1993, respectively 23,149,000 23,073,000
---------------------------------------------
Total common stockholders' equity 139,339,000 129,077,000
---------------------------------------------
Total liabilities and stockholders' equity $824,675,000 $820,633,000
=============================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
(A) The consolidated balance sheet has been derived from the audited financial
statements at that date.
4
<PAGE> 5
Grey Advertising Inc. and Consolidated Subsidiary Companies
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------------------------------------------------------
1994 1993 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commissions and fees $149,534,000 $134,032,000 $430,350,000 $408,803,000
Expenses:
Salaries and employee
related expenses 96,295,000 84,931,000 272,825,000 258,288,000
Office and general
expenses 44,952,000 41,959,000 129,381,000 122,766,000
-------------------------------------------------------------------------------
141,247,000 126,890,000 402,206,000 381,054,000
-------------------------------------------------------------------------------
8,287,000 7,142,000 28,144,000 27,749,000
Other (expense) income-net (270,000) (361,000) (1,442,000) (98,000)
-------------------------------------------------------------------------------
Income before taxes on
income of consolidated
companies 8,017,000 6,781,000 26,702,000 27,651,000
Provision for taxes on
income 4,259,000 3,946,000 14,811,000 15,434,000
-------------------------------------------------------------------------------
Net income of consolidated
companies 3,758,000 2,835,000 11,891,000 12,217,000
Minority interest
applicable to
consolidated companies (726,000) (381,000) (2,033,000) (1,509,000)
Equity in nonconsolidated
affiliated companies 316,000 646,000 1,780,000 1,419,000
-------------------------------------------------------------------------------
Net income $3,348,000 $3,100,000 $11,638,000 $12,127,000
===============================================================================
Weighted average number
of common shares
outstanding
Primary 1,284,454 1,264,270 1,285,545 1,261,722
Fully diluted 1,335,453 1,315,395 1,336,842 1,316,992
Net income per common share
Primary $2.44 $2.38 $8.52 $9.31
Fully diluted $2.38 $2.31 $8.27 $9.00
Dividends per common share $0.8125 $0.775 $2.4375 $2.325
===============================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
Grey Advertising Inc. and Consolidated Subsidiary Companies
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPT. 30,
1994 1993
------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $11,638,000 $12,127,000
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization of fixed assets 10,894,000 10,535,000
Amortization of intangibles 6,035,000 3,998,000
Deferred compensation 6,093,000 7,018,000
Equity in earnings of nonconsolidated affiliated
companies, net of dividends received of
$528,000 and $379,000 (1,252,000) (1,041,000)
Minority interest applicable to consolidated
companies 2,033,000 1,509,000
Amortization of restricted stock expense 82,000 200,000
Deferred income taxes (3,501,000) (1,300,000)
Changes in operating assets and liabilities:
Increase in accounts receivable (17,204,000) (10,970,000)
(Increase) decrease in expenditures billable
to clients (3,715,000) 4,423,000
(Increase) decrease in other current assets (4,659,000) 19,650,000
Decrease (increase) in other assets 665,000 (846,000)
(Decrease) increase in accounts payable (52,960,000) 9,448,000
Increase (decrease) in accrued expenses and
other 2,253,000 (9,705,000)
Increase in income taxes payable 2,989,000 2,521,000
Decrease in other liabilities (450,000) (2,463,000)
------------------------------------
Net cash (used in) provided by operating activities (41,059,000) 45,104,000
INVESTING ACTIVITIES
Purchases of fixed assets (12,240,000) (10,062,000)
Increase in investments in and advances to
nonconsolidated affiliated companies (1,546,000) (2,027,000)
Purchases of marketable securities (1,517,000) (15,107,000)
Increase in intangibles, primarily goodwill (7,200,000) (4,900,000)
------------------------------------
Net cash used in investing activities (22,503,000) (32,096,000)
</TABLE>
6
<PAGE> 7
Grey Advertising Inc. and Consolidated Subsidiary Companies
Condensed Consolidated Statements of Cash Flows (Unaudited)
(continued)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPT 30,
1994 1993
--------------------------------------
<S> <C> <C>
FINANCING ACTIVITIES
Net proceeds from short-term borrowings $ 19,180,000 $ 6,586,000
Common Shares acquired for treasury (372,000) (686,000)
Cash dividends paid on Common Shares (3,024,000) (2,878,000)
Redemption of Preferred Stock (300,000)
Cash dividends paid on Redeemable Preferred Stock (156,000) (152,000)
Proceeds from exercise of stock options 228,000 379,000
Proceeds from long-term debt 30,000,000
--------------------------------------
Net cash provided by financing activities 15,856,000 32,949,000
Effect of exchange rate changes on cash (813,000) (7,218,000)
--------------------------------------
(Decrease) increase in cash and cash equivalents (48,519,000) 38,739,000
Cash and cash equivalents at beginning of period 181,267,000 92,755,000
--------------------------------------
Cash and cash equivalents at end of period $132,748,000 $131,494,000
======================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
7
<PAGE> 8
GREY ADVERTISING INC.
AND CONSOLIDATED SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. As permitted by the Securities and Exchange Commission, the
accompanying unaudited Consolidated Financial Statements and Notes
thereto have been condensed and therefore do not contain all
disclosures required by generally accepted accounting principles.
Reference should be made to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 filed with the Securities and
Exchange Commission.
2. The financial statements as of September 30, 1994 and for the three
and nine months ended September 30, 1994 and September 30, 1993 are
unaudited. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
representation have been included.
3. The results of operations for the three and nine months ended
September 30, 1994 and September 30, 1993 are not necessarily
indicative of the results to be expected for the full year.
4. The computations of net income per common share for the three and nine
months ended September 30, 1994 and September 30, 1993 are based on
the weighted average number of common shares outstanding, adjusted for
the effect, if any, of the assumed exercise of dilutive stock options
and of shares payable in Common Stock pursuant to the Company's Senior
Management Incentive Plan, and, for fully diluted net income per
common share, the assumed conversion of the 8-1/2% Convertible
Subordinated Debentures issued in December 1983. Also, for the
purpose of computing net income per common share for the three and
nine months ended September 30, 1994 and September 30, 1993, the
Company's net income was reduced by dividends on the Preferred Stock
and also adjusted by the change in the redemption value of Preferred
Stock. Primary net income per common share is computed as if the
stock options were exercised at the beginning of the period and as if
the funds obtained thereby were used to purchase Common Stock at the
market price during the period. In computing fully diluted net income
per common share, the market price at the close of the period or the
average market price, whichever was higher, was used to determine the
number of shares which would be assumed to be repurchased. The market
price for a share of Class B Common Stock, which is not publicly
traded, is deemed to be equal to the market price of a share of Common
Stock, into which a share of Class B Common Stock may be converted at
the option of the holder, as of the date such valuation is made.
5. The provision for taxes on income is greater than the Federal
statutory rate principally due to state and local income taxes, and
effective foreign tax rates that are in excess of the Federal
statutory rate.
8
<PAGE> 9
6. As of September 30, 1994, the Company had outstanding 20,000 shares of
Series I Preferred Stock, 5,000 shares each of its Series II and
Series III Preferred Stock, and 2,000 shares of Series 1 Preferred
Stock. As of December 31, 1993, the Company had outstanding 22,000
shares of Series 1 Preferred Stock and 5,000 shares each of its Series
2 and 3 Preferred Stock which were sold to certain current and former
employees, including one senior executive, for a combination of cash
and full recourse promissory notes (which are included in Other Assets
in the accompanying condensed consolidated balance sheet). In April
1994, the senior executive entered into an Exchange Agreement pursuant
to which he exchanged 20,000 shares of Series 1 Preferred Stock and
5,000 shares each of Series 2 Preferred Stock and Series 3 Preferred
Stock (collectively, the "Original Preferred Stock") for a like number
of shares of New Preferred Stock, designated Series I Preferred Stock,
Series II Preferred Stock and Series III Preferred Stock
(collectively, the "New Preferred Stock"). The terms of the New
Preferred Stock, including the basic economic terms relating thereto,
are essentially the same as the Original Preferred Stock, except that
the redemption date of the new Preferred Stock is fixed at April 7,
2004 rather than on a date determined by reference to his termination
of full-time employment with the Company as was the case with the
Original Preferred Stock. The terms of the New Preferred Stock also
give the holder, his estate or legal representative, as the case may
be, the option to require the Company to redeem his Preferred Stock
for a period of 12 months following his (i) death, (ii) permanent
disability or permanent mental disability, (iii) termination of
full-time employment for good reason or (iv) termination of full-time
employment by the Company without cause. The holder of the Series 1
Preferred Stock has the option to have his shares redeemed upon
termination of his employment prior to age 65; the Company is
obligated to redeem such shares following the attainment of age 65 by
such holder thereof following termination of employment.
Each share of Preferred Stock is to be redeemed by the Company at a
price equal to the book value per share attributable to one share of
Common Stock and one share of Class B Common Stock pertaining upon
redemption (subject to certain adjustments), less a fixed discount
established upon the issuance of the Preferred Stock. The holders of
each class of Preferred Stock are entitled to receive cumulative
preferential dividends at the annual rate of $.25 per share, and to
participate in dividends on one share of the Common Stock and one
share of the Class B Common Stock to the extent such dividends exceed
the per share preferential dividend.
7. During the first quarter of 1994, the Company adopted FAS 112,
Employers' Accounting for Postemployment Benefits. The costs
incurred resulting from the adoption of this pronouncement were
not material.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Income from commissions and fees increased 11.6% during the third quarter and
5.3% during the nine months ended September 30, 1994 as compared to the same
periods in 1993. The increases result primarily from expanded activity from
existing clients, and the continued growth of the Company's general agency and
specialized operations.
Salaries and employee related expenses increased 13.4% during the third quarter
and 5.6% during the nine months ended September 30, 1994 when compared to
respective prior periods. Office and general expenses increased 7.1% during
the third quarter and 5.4% during the nine months ended September 30, 1994, as
compared to the same periods in 1993. The increased expenses incurred in the
third quarter and the nine months ended September 30, 1994 are attributable to
costs incurred in the general growth of the business and, in part, due to costs
associated with securing and integrating substantial new business assignments,
and increased charges for goodwill write-offs principally as a result of the
shortening of amortization periods for selected past acquisitions. The
increase in goodwill write-offs during the nine months ended September 30, 1994
was $2,037,000 when compared to the prior year.
Inflation did not have a material effect on either revenue or expenses during
1994 or 1993.
The effective tax rate decreased to 53.1% in the third quarter of 1994 from
58.2% in the third quarter of 1993. Such difference relates primarily to the
change in the statutory U.S. Federal income tax rate from 34% to 35%, the
cumulative effect of which, retroactive to January 1, 1993, was recorded in the
third quarter of 1993. The effective tax rate remained relatively constant at
55.5% for the nine months ended September 30, 1994 versus the respective prior
period.
Minority interest increased by $345,000 in the third quarter and $524,000
during the nine months ended September 30, 1994 as compared to the respective
prior periods. The increases are primarily due to changes in the level of
profits of majority-owned companies.
Equity in earnings of nonconsolidated affiliated companies decreased by
$330,000 in the third quarter and increased $361,000 during the nine months
ended September 30, 1994 as compared to the respective prior periods. These
changes are primarily due to changes in the level of profits of nonconsolidated
companies.
10
<PAGE> 11
RESULTS OF OPERATIONS (continued)
Net income increased by 8.0% in the third quarter and decreased 4.0% for the
nine months ended September 30, 1994 when compared to the comparable periods in
1993. Net income decreased during the first nine months principally because of
the additional costs discussed above, continued softness in the European
advertising market (which represents in excess of 40% of the Company's annual
commissions and fees) and the relative strength of the dollar in 1994 as
compared to the respective prior period. Primary net income per common share
increased by 2.5% in the third quarter and decreased 8.5% in the first nine
months of 1994 as compared to the same periods in 1993. Fully diluted net
income per common share increased by 3.0% in the third quarter and decreased by
8.1% in the first nine months of 1994 as compared to the same periods in 1993.
For purposes of computing primary net income per common share, the Company's
net income was reduced by (i) dividends paid on the Company's Preferred Stock
and (ii) the change in redemption value of the Preferred Stock.
LIQUIDITY AND CAPITAL RESOURCES
Working capital increased by $1,468,000 from $25,001,000 at December 31, 1993
to $26,469,000 at September 30, 1994. Cash and cash equivalents decreased by
$48,519,000 from $181,267,000 to $132,748,000. The decrease in cash and cash
equivalents is largely attributable to the settlement of year-end payable
balances which were higher at the end of 1993. Domestically, the Company has
committed lines of credit totaling $40,000,000. These lines of credit were
partially utilized during the three and nine months ended September 30, 1994
and 1993 to secure obligations of selected foreign subsidiaries. There was
$15,000,000 and $13,759,000 outstanding under these credit lines as of
September 30, 1994 and 1993, respectively.
Other lines of credit are available to the Company in foreign countries in
connection with short-term borrowings and bank overdrafts used in the normal
course of business. There were $52,369,000 and $28,680,000 outstanding at
September 30, 1994 and 1993, respectively.
11
<PAGE> 12
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits: Reference is made to the Index annexed hereto and
made a part hereof.
(b) Reports on Form 8-K: The Company did not file any reports on
Form 8-K during the quarter ended September 30, 1994.
12
<PAGE> 13
GREY ADVERTISING INC.
AND CONSOLIDATED SUBSIDIARY COMPANIES
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.
GREY ADVERTISING INC.
---------------------
(Registrant)
DATE: November 11, 1994 By:/s/ Steven G. Felsher
-------------------------
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
(Duly Authorized Officer)
DATE: November 11, 1994 By:/s/ William P. Garvey
-------------------------
William P. Garvey
Executive Vice President
Chief Financial Officer
(Chief Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Assigned to Exhibit Page Number in Sequential
(i.e., Exhibit Table of Item 601 Table of Item 601 Exhibits Numbering System Where
of Regulation S-K) Description of Exhibit Exhibit May Be Found
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
(11) Statement re Computation
of Net Income per Common
Share (unaudited) (15)
(27) Financial Data Schedule
</TABLE>
14
<PAGE> 1
Grey Advertising Inc. and Consolidated Subsidiary Companies
Exhibit - 11
Statement Re: Computation of Net Income Per Common Share (Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------------------------------------------------
1994 1993 1994 1993
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY
Average shares outstanding(1) 1,267,823 1,245,016 1,267,756 1,245,884
Net effect of dilutive
stock options-based on the
treasury stock method
using average market price 16,631 19,254 17,789 15,838
--------------------------------------------------------------------------
TOTAL 1,284,454 1,264,270 1,285,545 1,261,722
==========================================================================
Net Income $3,348,000 $3,100,000 $11,638,000 $12,127,000
Less: Effect on divident
requirements and the
change in redemption value
of redeemable preferred stock (208,000) (94,000) (682,000) (382,000)
--------------------------------------------------------------------------
NET EARNINGS USED IN
COMPUTATION $3,140,000 $3,006,000 $10,956,000 $11,745,000
==========================================================================
Per share amount $2.44 $2.38 $8.52 $9.31
==========================================================================
FULLY DILUTED
Average shares outstanding(1) 1,267,823 1,245,016 1,267,756 1,245,884
Net effect of dilutive stock
options-based on treasury
stock method using the
period-end market price,
if higher than average
market price 16,631 19,379 18,087 20,108
Assumed conversion of 8.5%
convertible subordinated
debentures issued December 1983 50,999 51,000 50,999 51,000
--------------------------------------------------------------------------
TOTAL 1,335,453 1,315,395 1,336,842 1,316,992
==========================================================================
NET INCOME $3,348,000 $3,100,000 $11,638,000 $12,127,000
Less: Effect of dividend
requirements and the
change in redemption
value of redeemable
preferred stock (208,000) (94,000) (682,000) (382,000)
Add: 8.5% convertible
subordinated debentures
interest net of income
tax effect 35,000 35,000 104,000 105,000
--------------------------------------------------------------------------
NET EARNINGS USED IN
COMPUTATION $3,175,000 $3,041,000 $11,060,000 $11,850,000
==========================================================================
Per share amount $2.38 $2.31 $8.27 $9.00
==========================================================================
</TABLE>
(1) Includes 27,273 shares and 8,628 shares for 1994 and 1993, respectively,
expected to be issued pursuant to the terms of the Senior Management
Incentive Plan.
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1994 AND THE CONDENSED
CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 OF
GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 132,748
<SECURITIES> 0
<RECEIVABLES> 389,814
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 628,225
<PP&E> 139,462
<DEPRECIATION> 79,025
<TOTAL-ASSETS> 824,675
<CURRENT-LIABILITIES> 601,756
<BONDS> 33,025
<COMMON> 1,432
7,116
0
<OTHER-SE> 137,907
<TOTAL-LIABILITY-AND-EQUITY> 824,675
<SALES> 430,350
<TOTAL-REVENUES> 430,350
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 402,206
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,187
<INCOME-PRETAX> 26,702
<INCOME-TAX> 14,811
<INCOME-CONTINUING> 11,638
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,638
<EPS-PRIMARY> 8.52
<EPS-DILUTED> 8.27
</TABLE>
