<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 March 31, 1997
[ ] 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)
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
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 April 30, 1997, the total number of shares outstanding of Registrant's
Common Stock, par value $1 per share ("Common Stock"), was 898,909 and of
Registrant's Limited Duration Class B Common Stock, par value $1 per share
("Class B Common Stock"), was 285,969.
<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>
MARCH 31, 1997 DECEMBER 31, 1996
(UNAUDITED) (A)
-------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 69,702,000 $ 112,485,000
Marketable securities 35,480,000 28,688,000
Accounts receivable 594,212,000 590,002,000
Expenditures billable to clients 52,551,000 52,285,000
Other current assets 55,991,000 52,982,000
------------------------------------
Total current assets 807,936,000 836,442,000
Investments in and advances to nonconsolidated
affiliated companies 18,516,000 17,723,000
Fixed assets-at cost, less accumulated depreciation of
$106,245,000 and $104,811,000 79,141,000 78,223,000
Marketable securities 58,605,000 67,419,000
Intangibles and other assets - including loans to executive
officers of $5,822,000 in 1997 and 1996 94,943,000 89,587,000
------------------------------------
Total assets $1,059,141,000 $1,089,349,000
====================================
</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.
3
<PAGE> 4
GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
(UNAUDITED) (A)
-------------------------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 585,671,000 $ 619,003,000
Notes payable to banks 106,335,000 86,004,000
Accrued expenses and other 98,229,000 107,368,000
Income taxes payable 15,256,000 20,224,000
-------------------------------------------
Total current liabilities 805,491,000 832,599,000
Other liabilities, including deferred compensation of
$29,766,000 and $28,738,000 56,696,000 55,217,000
Long-term debt 33,025,000 33,025,000
Minority interest 10,515,000 10,533,000
Redeemable preferred stock - at redemption value; par value $1 per share;
authorized 500,000 shares; issued
and outstanding 32,000 shares in 1997 and 1996 9,798,000 10,098,000
Common stockholders' equity:
Common Stock - par value $1 per share; authorized 10,000,000 shares; issued
1,118,479 in 1997 and 1,110,918 in 1996 1,119,000 1,111,000
Limited Duration Class B Common Stock - par value $1 per share; authorized
2,000,000 shares; issued 313,305 shares in 1997 and 320,866 shares in 1996 313,000 321,000
Paid-in additional capital 43,422,000 42,814,000
Retained earnings 148,416,000 144,789,000
Cumulative translation adjustment (4,929,000) 2,579,000
Unrealized loss on marketable securities (1,866,000) (870,000)
Loans to officer used to purchase Common Stock and
Limited Duration Class B Common Stock (4,726,000) (4,726,000)
-------------------------------------------
181,749,000 186,018,000
Less - cost of 222,297 and 222,810 shares of Common Stock and 26,759 and
26,759 shares of Limited Duration Class B Common Stock held in treasury at
March 31, 1997 and December 31, 1996, respectively 38,133,000 38,096,000
-------------------------------------------
Total common stockholders' equity 143,616,000 147,922,000
-------------------------------------------
Total liabilities and stockholders' equity $1,059,141,000 $1,089,394,000
===========================================
</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 MARCH 31,
1997 1996
-----------------------------------
<S> <C> <C>
Commissions and fees $ 188,748,000 $ 173,477,000
Expenses:
Salaries and employee related expenses 122,086,000 113,953,000
Office and general expenses 58,019,000 50,493,000
-----------------------------------
180,105,000 164,446,000
-----------------------------------
8,643,000 9,031,000
Other income - net 939,000 4,839,000
-----------------------------------
Income of consolidated companies
before taxes on income 9,582,000 13,870,000
Provision for taxes on income (5,263,000) (7,206,000)
-----------------------------------
Net income of consolidated companies 4,319,000 6,664,000
Minority interest applicable to
consolidated companies (369,000) (1,169,000)
Equity in earnings of nonconsolidated
affiliated companies 625,000 768,000
-----------------------------------
Net income $ 4,575,000 $ 6,263,000
===================================
Weighted average number
of common shares outstanding
Primary 1,303,421 1,300,001
Fully diluted 1,352,500 1,354,692
Net income per common share
Primary $3.69 $4.68
Fully diluted $3.58 $4.51
Dividends per common share $1.00 $0.9375
===================================
</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 THREE MONTHS ENDED MARCH 31,
1997 1996
---------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,575,000 $ 6,263,000
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization of fixed assets 5,726,000 4,491,000
Amortization of intangibles 1,326,000 1,212,000
Deferred compensation 3,016,000 3,299,000
Equity in earnings of nonconsolidated affiliated
companies, net of dividends received of $-0- and $105,000 (625,000) (663,000)
Gains from the sale of a nonconsolidated affiliated
company, a non-marketable investment security and
marketable securities (4,000,000)
Minority interest applicable to consolidated companies 369,000 1,169,000
Amortization of restricted stock expense 49,000 25,000
Deferred income taxes (1,775,000) (1,500,000)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (7,124,000) 15,690,000
Decrease in expenditures billable to clients 427,000 2,936,000
(Increase) decrease in other current assets (3,150,000) 10,955,000
Increase in other assets (2,022,000) (132,000)
Decrease in accounts payable (32,473,000) (72,600,000)
Decrease in accrued expenses and other (9,193,000) (1,422,000)
(Decrease) increase in income taxes payable (4,675,000) 3,741,000
Increase (decrease) in other liabilities 474,000 (3,457,000)
---------------------------------
Net cash used in operating activities (45,075,000) (33,993,000)
INVESTING ACTIVITIES
Purchases of fixed assets (6,254,000) (7,303,000)
Trust fund deposits (1,051,000) (737,000)
Proceeds from the sale of marketable securities 7,320,000 76,506,000
Purchases of marketable securities (6,277,000) (89,567,000)
Proceeds from the sale of a nonconsolidated affiliated
company and a non-marketable investment security 8,872,000
Increase in intangibles, primarily goodwill (2,948,000) (4,255,000)
(Increase) decrease in investments and advances to
nonconsolidated affiliated companies (168,000) 1,080,000
---------------------------------
Net cash used in investing activities (9,378,000) (15,404,000)
</TABLE>
6
<PAGE> 7
GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
1997 1996
-----------------------------------
<S> <C> <C>
FINANCING ACTIVITIES
Net proceeds from short-term borrowings 15,777,000 15,451,000
Common shares acquired for treasury (56,000) (982,000)
Cash dividends paid on Common Shares (1,183,000) (1,115,000)
Cash dividends paid on Redeemable Preferred Stock (64,000) (60,000)
Issuance of Restricted Stock 25,000
Proceeds from exercise of stock options 71,000 139,000
-----------------------------------
Net cash provided by financing activities 14,545,000 13,458,000
Effect of exchange rate changes on cash (2,875,000) (230,000)
-----------------------------------
Decrease in cash and cash equivalents (42,783,000) (36,169,000)
Cash and cash equivalents at beginning of period 112,485,000 134,313,000
-----------------------------------
Cash and cash equivalents at end of period $ 69,702,000 $ 98,144,000
===================================
</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, 1996
filed with the Securities and Exchange Commission.
2. The financial statements as of March 31, 1997 and for the three months
ended March 31, 1997 and 1996 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 months ended March 31, 1997 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 months
ended March 31, 1997 and 1996 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 issuable 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. Also, for the purpose of computing net income per
common share for the three months ended March 31, 1997 and March 31, 1996,
the Company's net income was adjusted by dividends on the Preferred Stock
and also adjusted by the increase or decrease 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 the funds
obtained thereby used to purchase Common Stock at the average 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 in excess of the Federal statutory rate.
6. As of March 31, 1997 and December 31, 1996, 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. The holder of the Series I, Series II and the Series III Preferred
Stock is the Chairman and Chief Executive Officer of the Company, and the
Series 1 Preferred Stock is held by a former employee. 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 (subject to certain adjustments) upon
redemption, less a fixed discount established upon the issuance of the
Preferred Stock. The holders of each class of Preferred Stock are entitled
to receive
8
<PAGE> 9
GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
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 Company is obligated to redeem the Series 1 Preferred Stock
following the attainment of age 65 by the holder thereof. In connection
with the ownership of Series I, Series II and Series III Preferred Stock,
the holder issued to the Company full recourse promissory notes (which are
included in Other Assets in the accompanying condensed consolidated balance
sheets).
7. In February 1997, the FASB issued Statement No. 128 ("SFAS 128") "Earnings
Per Share." SFAS 128 is designed to improve the EPS information in
financial statements by simplifying the existing computational guidelines,
revising the disclosure requirements, and increasing the comparability of
EPS on an international basis. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997. The Company
has not yet assessed the impact that the new standard will have on either
the computation of earnings per share amounts or related disclosures.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Income from commissions and fees increased 8.8% during the first quarter of 1997
when compared to the same period in 1996. Absent exchange rate fluctuations,
gross income increased 10.4% in 1997 when compared to the same period in 1996.
In the first quarters of 1997 and 1996, respectively, 46.4% and 44.0% of
consolidated gross income was attributable to domestic operations and 53.6% and
56.0% to international operations. In the first quarter of 1997, gross income
from domestic operations increased 14.6% versus the respective prior period,
while gross income from international operations increased 4.3%, (7.2% absent
exchange rate fluctuations) for the quarter. The increase in gross income
primarily resulted from expanded activities from existing clients and the
continued growth of the Company's general agency and specialized operations.
Salaries and employee related expenses increased 7.1% in 1997 when compared to
the respective prior period. Office and general expenses increased 14.9% in 1997
versus the respective prior period. These changes, taken together, are generally
in line with the increase in gross income.
Inflation did not have a material effect on revenue or expenses during 1997 or
1996.
Minority interest decreased by $800,000 in the first quarter of 1997 as compared
to the respective prior period. The decrease is primarily due to changes in the
level of profits of majority-owned companies.
Equity in earnings of nonconsolidated affiliated companies decreased by $143,000
in the first quarter of 1997 as compared to the respective prior period. The
decrease is primarily due to changes in the level of profits of nonconsolidated
affiliated companies.
The effective tax rate was 54.9% in the first quarter of 1997 versus 52.0% in
the same period in 1996. Absent the non-recurring, non-operating gains
recognized in the first quarter of 1996, the effective tax rate remained
relatively constant in the periods. The actual effective tax rate was lower in
1996 because the non-recurring, non-operating gains were taxed at lower
effective state income tax rates.
Other income decreased by $3,900,000 principally because the first quarter of
1996 included non-recurring, non-operating pre-tax income of almost $4,000,000,
primarily related to gains on the sale of the Company's equity position in a
nonconsolidated subsidiary and the liquidation of a non-marketable investment
security.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
Net income was $4,575,000 in the first quarter of 1997 as compared to $6,263,000
in the respective prior period. Absent the non-recurring gains (after tax
$2,120,000) recognized in the first quarter of 1996, net income was up 10.4%.
Primary and fully diluted net income per common share for the first quarter of
1997 were $3.69 and $3.58, respectively, as compared to $4.68 and $4.51 in the
comparable quarter in 1996. Absent the non-recurring gains recognized in the
first quarter of 1996, primary and fully diluted earnings per common share were
up 17.9% and 18.2%, respectively, over the first quarter of 1996. For purposes
of computing primary net income per common share, the Company's net income is
adjusted 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 $1,398,000 from $3,843,000 at December 31, 1996 to
$2,445,000 at March 31, 1997. Cash and cash equivalents decreased by $42,783,000
from $112,485,000 to $69,702,000. 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 1996. Domestically, the Company has committed lines of
credit totaling $51,000,000. These lines of credit were partially utilized
during the three months ended March 31, 1997 and 1996 to secure obligations of
selected foreign subsidiaries. There was $26,000,000 and $15,000,000 outstanding
under these credit lines as of March 31, 1997 and 1996, 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 $80,335,000 and $70,061,000 outstanding at March
31, 1997 and 1996, respectively.
11
<PAGE> 12
GREY ADVERTISING INC. AND CONSOLIDATED SUBSIDIARY COMPANIES
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 March 31, 1997.
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: May 14, 1997 By:/s/ Steven G. Felsher
-----------------------------
Steven G. Felsher
Executive Vice President -
Finance - Worldwide
Secretary and Treasurer
(Duly Authorized Officer)
DATE: May 14, 1997 By:/s/ William P. Garvey
----------------------------
William P. Garvey
Executive Vice President
Chief Financial Officer -
United States
(Chief Accounting Officer)
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page Number in
Number Assigned to Sequential Numbering
Exhibit (i.e. 601 of Table of Item 601 Exhibits System Where Exhibit
Regulation S-K) Description of Exhibits May Be Found
--------------- ----------------------- ------------
<S> <C> <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-STATEMENT RE: COMPUTATION OF NET INCOME PER COMMON SHARE (UNAUDITED)
EXHIBIT 11
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
1997 1996
-----------------------------
<S> <C> <C>
PRIMARY
Weighted average shares outstanding (1) 1,277,297 1,269,539
Net effect of dilutive stock options based on treasury
stock method using average market price 26,124 30,462
-----------------------------
TOTAL 1,303,421 1,300,001
=============================
Net Income $4,575,000 $ 6,263,000
Effect of dividend requirements and the change in
redemption value of redeemable preferred stock 236,000 (184,000)
-----------------------------
NET EARNINGS USED IN COMPUTATION $4,811,000 $ 6,079,000
=============================
Per share amount $ 3.69 $ 4.68
=============================
FULLY DILUTED
Weighted average shares outstanding (1) 1,277,297 1,269,539
Net effect of dilutive stock options based on the treasury
stock method using the period-end market price, if higher
than the average market price 24,311 34,261
Assumed conversion of 8-1/2% convertible subordinated
debentures issued December 1983 50,892 50,892
-----------------------------
TOTAL 1,352,500 1,354,692
=============================
Net Income $4,575,000 $ 6,263,000
Effect of dividend requirements and the change in
redemption value of redeemable preferred stock 236,000 (184,000)
8-1/2% convertible subordinated debentures interest, net
of income tax effect 35,000 35,000
-----------------------------
NET EARNINGS USED IN COMPUTATION $4,846,000 $ 6,114,000
=============================
Per share amount $ 3.58 $ 4.51
=============================
</TABLE>
(1) Includes 94,686 shares and 80,003 shares for 1997 and 1996, 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 MARCH 31, 1997 AND THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 1997 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 69,702
<SECURITIES> 35,480
<RECEIVABLES> 594,212
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 807,936
<PP&E> 185,386
<DEPRECIATION> 106,245
<TOTAL-ASSETS> 1,059,141
<CURRENT-LIABILITIES> 805,491
<BONDS> 33,025
9,798
0
<COMMON> 1,432
<OTHER-SE> 142,184
<TOTAL-LIABILITY-AND-EQUITY> 1,059,141
<SALES> 188,748
<TOTAL-REVENUES> 188,748
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 180,105
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,800
<INCOME-PRETAX> 9,582
<INCOME-TAX> 5,263
<INCOME-CONTINUING> 4,575
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,575
<EPS-PRIMARY> 3.69
<EPS-DILUTED> 3.58
</TABLE>
