<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, 1995
/ / 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, 1995, the total number of shares outstanding of Registrant's
Common Stock, par value $1 per share ("Common Stock"), was 867,440 and of
Registrant's Limited Duration Class B Common Stock, par value $1 per share
("Class B Common Stock"), was 309,833.
<PAGE> 2
GREY ADVERTISING INC.
AND CONSOLIDATED SUBSIDIARY COMPANIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Financial Statements:
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, 1995 DECEMBER 31, 1994
(UNAUDITED) (A)
---------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $138,031,000 $170,077,000
Marketable securities 1,517,000 7,678,000
Accounts receivable 441,068,000 403,973,000
Expenditures billable to clients 41,244,000 30,145,000
Other current assets 49,442,000 63,796,000
---------------------------------------------
Total current assets 671,302,000 675,669,000
Investments in and advances to nonconsolidated
affiliated companies 19,147,000 16,495,000
Fixed assets-at cost, less accumulated depreciation
of $89,790,000 and $80,584,000 69,554,000 61,174,000
Marketable securities 34,612,000 14,785,000
Intangibles and other assets-including loans to officers of
$5,547,000 in 1995 and $5,347,000 in 1994 67,562,000 61,953,000
---------------------------------------------
Total assets $862,177,000 $830,076,000
=============================================
</TABLE>
3
<PAGE> 4
Grey Advertising Inc. and Consolidated Subsidiary Companies
Condensed Consolidated Balance Sheets (continued)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 DECEMBER 31, 1994
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED) (A)
-----------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $467,851,000 $475,188,000
Notes payable to banks 85,461,000 64,460,000
Accrued expenses and other 104,872,000 88,156,000
Income taxes payable 7,000,000 14,130,000
-----------------------------------------------
Total current liabilities 665,184,000 641,934,000
Other liabilities including deferred compensation of $22,135,000
and $16,244,000 34,579,000 30,053,000
Long-term debt 33,025,000 33,025,000
Minority interest 7,911,000 8,843,000
Redeemable preferred stock-at redemption value; par value $1 per
share; authorized 500,000 shares; issued and outstanding
32,000 shares in 1995 and 1994 8,291,000 7,516,000
Common stockholders' equity:
Common Stock-par value $1 per share; authorized 10,000,000
shares; issued 1,094,030 in 1995 and 1,077,116 in 1994 1,094,000 1,077,000
Limited Duration Class B Common Stock-par value $1 per share;
authorized 2,000,000 shares; issued 337,754 shares in 1995
and 354,668 shares in 1994 338,000 355,000
Paid-in additional capital 32,250,000 31,895,000
Retained earnings 115,064,000 105,123,000
Cumulative translation adjustment 3,952,000 (728,000)
Unrealized loss on marketable securities (250,000) (1,492,000)
Loans to officer used to purchase Common Stock and
Limited Duration Class B Common Stock (4,726,000) (4,726,000)
-----------------------------------------------
147,722,000 131,504,000
Less-cost of 221,526 and 161,382 shares of Common Stock and
26,751 and 26,751 shares of Limited Duration Class B Common
Stock held in treasury at Sept. 30, 1995 and Dec. 31, 1994,
respectively 34,535,000 22,799,000
-----------------------------------------------
Total common stockholders' equity 113,187,000 108,705,000
-----------------------------------------------
Total liabilities and stockholders' equity $862,177,000 $830,076,000
===============================================
</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,
--------------------------------------------------------------------------------------
1995 1994 1995 1994
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commissions and fees $174,277,000 $149,534,000 $495,917,000 $430,350,000
Expenses:
Salaries and employee related expenses 110,196,000 96,295,000 314,477,000 272,825,000
Office and general expenses 54,444,000 44,952,000 149,539,000 129,381,000
--------------------------------------------------------------------------------------
164,640,000 141,247,000 464,016,000 402,206,000
--------------------------------------------------------------------------------------
9,637,000 8,287,000 31,901,000 28,144,000
Other income (expense)-net 199,000 (270,000) 135,000 (1,442,000)
--------------------------------------------------------------------------------------
Income of consolidated companies before
taxes on income 9,836,000 8,017,000 32,036,000 26,702,000
Provision for taxes on income 4,842,000 4,259,000 16,228,000 14,811,000
--------------------------------------------------------------------------------------
Net income of consolidated companies 4,994,000 3,758,000 15,808,000 11,891,000
Minority interest applicable to
consolidated companies (1,125,000) (726,000) (3,026,000) (2,033,000)
Equity in earnings of nonconsolidated
affiliated companies 536,000 316,000 1,322,000 1,780,000
--------------------------------------------------------------------------------------
Net income $ 4,405,000 $ 3,348,000 $ 14,104,000 $ 11,638,000
======================================================================================
Weighted average number
of common shares outstanding
Primary 1,279,936 1,284,454 1,306,992 1,285,545
Fully diluted 1,332,202 1,335,453 1,366,769 1,336,842
Net income per common share
Primary $3.21 $2.44 $10.07 $8.52
Fully diluted $3.11 $2.38 $ 9.71 $8.27
Dividends per common share $0.875 $0.8125 $2.625 $2.4375
======================================================================================
</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,
1995 1994
--------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $14,104,000 $ 11,638,000
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization of fixed assets 12,993,000 10,894,000
Amortization of intangibles 3,074,000 6,035,000
Deferred compensation 9,233,000 6,093,000
Equity in earnings of nonconsolidated affiliated
companies, net of dividends received of $187,000 and
$528,000 (1,135,000) (1,252,000)
Minority interest applicable to consolidated
companies 3,026,000 2,033,000
Amortization of restricted stock expense 167,000 82,000
Deferred income taxes (3,550,000) (3,501,000)
Changes in operating assets and liabilities:
Increase in accounts receivable (24,523,000) (17,204,000)
Increase in expenditures billable to clients (8,732,000) (3,715,000)
Decrease (increase) in other current assets 4,947,000 (4,659,000)
(Increase) decrease in other assets (575,000) 665,000
Decrease in accounts payable (21,572,000) (52,960,000)
Increase in accrued expenses and other 11,314,000 2,253,000
(Decrease) increase in income taxes payable (7,206,000) 2,989,000
Decrease in other liabilities (3,925,000) (450,000)
--------------------------------------------
Net cash used in operating activities (12,360,000) (41,059,000)
INVESTING ACTIVITIES
Purchases of fixed assets (19,170,000) (12,240,000)
Trust fund deposits (1,278,000)
Increase in investments in and advances to nonconsolidated
affiliated companies (829,000) (1,546,000)
Purchases of marketable securities (32,717,000) (2,003,000)
Proceeds from sale of marketable securities 20,293,000 486,000
Increase in intangibles, primarily goodwill (4,675,000) (7,200,000)
--------------------------------------------
Net cash used in investing activities (38,376,000) (22,503,000)
</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,
1995 1994
--------------------------------------------
<S> <C> <C>
FINANCING ACTIVITIES
Net proceeds from short-term borrowings 18,408,000 19,180,000
Proceeds from loan from life insurance policies 11,779,000
Common Shares acquired for treasury (12,619,000) (372,000)
Cash dividends paid on Common Shares (3,190,000) (3,024,000)
Cash dividends paid on Redeemable Preferred Stock (168,000) (156,000)
Proceeds from exercise of stock options 732,000 228,000
--------------------------------------------
Net cash provided by financing activities 14,942,000 15,856,000
Effect of exchange rate changes on cash 3,748,000 (813,000)
--------------------------------------------
Decrease in cash and cash equivalents (32,046,000) (48,519,000)
Cash and cash equivalents at beginning of period 170,077,000 181,267,000
--------------------------------------------
Cash and cash equivalents at end of period $138,031,000 $132,748,000
============================================
</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
(UNAUDITED)
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, 1994
filed with the Securities and Exchange Commission.
2. The financial statements as of September 30, 1995 and for the three and
nine months ended September 30, 1995 and September 30, 1994 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,
1995 and September 30, 1994 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, 1995 and September 30, 1994 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, 1995 and September
30, 1994, 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, 1995 and December 31, 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 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 sheets). 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. The redemption date for the Series I, Series II and
Series III Preferred Stock is fixed at April 7, 2004. The terms of the
Series I, Series II and Series III 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.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Income from commissions and fees ("gross income") increased 16.5% in the third
quarter of 1995 and 15.2% in the nine months ended September 30, 1995 when
compared to the same periods in 1994. Absent exchange rate fluctuations, gross
income increased 13.6% in the three months ended September 30, 1995 and 10.2%
in the nine months ended September 30, 1995 when compared to the same periods
in 1994. In the third quarter of 1995 and 1994, respectively, 43.5% and 46.2%
of consolidated gross income was attributable to domestic operations and 56.5%
and 53.8% to international operations. For the first nine months of 1995 and
1994, respectively, 44.2% and 47.1% of consolidated gross income was
attributable to domestic operations and 55.8% and 52.9% to international
operations. The increase in gross income resulted primarily from expanded
activities from existing clients and the continued growth of the Company's
general agency and specialized operations. In the third quarter of 1995 and
the first nine months of 1995, respectively, gross income from domestic
operations increased 9.6% and 8.1% versus the respective prior periods. Gross
income from international operations increased 22.5% and 21.6% in the third
quarter of 1995 and the first nine months of 1995, respectively, when compared
to the same periods in 1994.
Salaries and employee related expenses increased 14.4% in the third quarter of
1995 and 15.3% in the first nine months of 1995 when compared to the respective
prior periods. Office and general expenses increased 21.1% in the three months
ended September 30, 1995 and 15.6% in the nine months ended September 30, 1995
versus the respective prior periods. These changes are generally in line with
the increases in gross income.
Inflation did not have a material effect on either revenue or expenses during
1995 or 1994.
Minority interest increased by $399,000 in the third quarter of 1995 and
$993,000 in the first nine months of 1995 as compared to the respective prior
periods. These increases are primarily due to changes in the level of profits
of majority-owned companies.
Equity in earnings of nonconsolidated affiliated companies increased by
$220,000 in the third quarter of 1995 and decreased by $458,000 in the nine
months ended September 30, 1995 as compared to the respective prior periods.
These changes are primarily due to changes in the level of profits of
nonconsolidated affiliated companies.
The effective tax rate decreased to 49.2% in the third quarter of 1995 and
50.7% in the first nine months ended September 30, 1995 from 53.1% and 55.5% in
the same periods in 1994, respectively. The decrease in the effective tax rate
is, in part, due to the lower amount of nondeductible expenses (principally
goodwill amortization) for tax purposes in 1995 as compared to 1994.
10
<PAGE> 11
RESULTS OF OPERATIONS (continued)
Net income increased by 31.6% and 21.2% in the three and nine months ended
September 30, 1995, respectively, when compared to net income for the same
periods in 1994. Net income for the three and nine months ended September 30,
1995 was affected favorably by a reduction of amortization expense resulting
from a non-cash goodwill write-off taken in the fourth quarter of 1994.
Primary net income per common share increased by 31.6% and 18.2% in the three
and nine months ended September 30, 1995, respectively, as compared to the
same periods in 1994. Fully diluted net income per common share increased by
30.7% in the third quarter of 1995 and 17.4% in the nine months ended September
30, 1995. 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 decreased by $27,617,000 from $33,735,000 at December 31, 1994
to $6,118,000 at September 30, 1995. Cash and cash equivalents decreased by
$32,046,000 from $170,077,000 to $138,031,000. The decrease in working capital
is largely attributable to the increase in investment in marketable securities,
principally in U.S. Treasury Securities, U.S. government agency securities and
corporate fixed income securities, with maturity dates primarily between one
and ten years and the repurchase of 66,932 shares of Company stock pursuant to
the Company's stock repurchase programs announced in April and July 1995.
Domestically, the Company has committed lines of credit totaling $40,000,000.
These lines of credit were partially utilized during the nine months ended
September 30, 1995 and 1994 to secure obligations of selected foreign
subsidiaries. There was $15,000,000 outstanding under these credit lines at
both September 30, 1995 and 1994.
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 $70,461,000 and $52,369,000 outstanding at
September 30, 1995 and 1994, 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, 1995.
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 13, 1995 By:/s/ Steven G. Felsher
-----------------------------
Steven G. Felsher
Executive Vice President,
Secretary and Treasurer
(Duly Authorized Officer)
DATE: November 13, 1995 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 (16)
</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,
----------------------------------------------------------------------------
1995 1994 1995 1994
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY
Average shares outstanding(1) 1,248,442 1,267,823 1,280,855 1,267,756
Net effect of dilutive stock options-
based on the treasury stock method
using average market price 31,494 16,631 26,137 17,789
----------------------------------------------------------------------------
TOTAL 1,279,936 1,284,454 1,306,992 1,285,545
============================================================================
Net Income $4,405,000 $3,348,000 $14,104,000 $11,638,000
Less: Effect of dividend requirements
and the change in redemption value
of redeemable preferred stock (300,000) (208,000) (943,000) (682,000)
----------------------------------------------------------------------------
NET EARNINGS USED IN
COMPUTATION $4,105,000 $3,140,000 $13,161,000 $10,956,000
============================================================================
Per share amount $3.21 $2.44 $10.07 $8.52
============================================================================
FULLY DILUTED
Average shares outstanding(1) 1,248,442 1,267,823 1,280,855 1,267,756
Net effect of dilutive stock options-
based on treasury stock method
using the period-end market price,
if higher than average market price 32,761 16,631 34,915 18,087
Assumed conversion of 8.5%
convertible subordinated debentures
issued December 1983 50,999 50,999 50,999 50,999
----------------------------------------------------------------------------
TOTAL 1,332,202 1,335,453 1,366,769 1,336,842
============================================================================
Net Income $4,405,000 $3,348,000 $14,104,000 $11,638,000
Less: Effect of dividend requirements
and the change in redemption value
of redeemable preferred stock (300,000) (208,000) (943,000) (682,000)
Add: 8.5% convertible subordinated
debentures interest net of income
tax effect 35,000 35,000 104,000 104,000
----------------------------------------------------------------------------
NET EARNINGS USED IN
COMPUTATION $4,140,000 $3,175,000 $13,265,000 $11,060,000
============================================================================
Per share amount $3.11 $2.38 $9.71 $8.27
============================================================================
</TABLE>
(1) Includes 54,287 shares and 27,273 shares for 1995 and 1994, 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
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995 AND THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 OF GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY
COMPANIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 138,031
<SECURITIES> 1,517
<RECEIVABLES> 441,068
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 671,302
<PP&E> 159,344
<DEPRECIATION> 89,790
<TOTAL-ASSETS> 862,177
<CURRENT-LIABILITIES> 665,184
<BONDS> 33,025
<COMMON> 1,432
8,291
0
<OTHER-SE> 111,755
<TOTAL-LIABILITY-AND-EQUITY> 862,177
<SALES> 495,917
<TOTAL-REVENUES> 495,917
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 464,016
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,300
<INCOME-PRETAX> 32,036
<INCOME-TAX> 16,228
<INCOME-CONTINUING> 14,104
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,104
<EPS-PRIMARY> 10.07
<EPS-DILUTED> 9.71
</TABLE>
