1
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Index to Exhibits on page 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 4, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-1088
KELLY SERVICES, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 38-1510762
--------------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
999 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084
---------------------------------------------
(Address of principal executive offices)
(Zip Code)
(248) 362-4444
----------------------------------------------------
(Registrant's telephone number, including area code)
No Change
----------------------------------------------------
(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 ___
At May 7, 1999, 32,268,706 shares of Class A and 3,566,931 shares of
Class B common stock of the Registrant were outstanding.
=============================================================================
<PAGE>
2
KELLY SERVICES, INC. AND SUBSIDIARIES
Page
Number
------
PART I. FINANCIAL INFORMATION
Statements of Earnings 3
Balance Sheets 4
Statements of Stockholders' Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Management's Discussion and
Analysis of Results of
Operations and Financial
Condition 8
PART II. OTHER INFORMATION 12
Signature 13
Index to Exhibits Required by
Item 601, Regulation S-K 14
<PAGE>
3
KELLY SERVICES, INC. and SUBSIDIARIES
STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands of dollars except per share data)
13 Weeks Ended
------------------------------
April 4, 1999 March 29, 1998
------------- --------------
Sales of services $1,025,959 $ 959,382
Cost of services 846,828 791,472
---------- ----------
Gross profit 179,131 167,910
Selling, general and
administrative expenses 153,539 143,069
---------- ----------
Earnings from operations 25,592 24,841
Interest income, net 151 693
---------- ----------
Earnings before income taxes 25,743 25,534
Income taxes 10,555 10,470
---------- ----------
Net earnings $ 15,188 $ 15,064
========== ==========
Earnings per share:
Basic $ .42 $ .39
Diluted .42 .39
Average shares outstanding (thousands):
Basic 35,814 38,177
Diluted 35,953 38,384
Dividends per share $ .23 $ .22
See accompanying Notes to Financial Statements.
<PAGE>
4
KELLY SERVICES, INC. and SUBSIDIARIES
BALANCE SHEETS AS OF APRIL 4, 1999 AND JANUARY 3, 1999
(In thousands of dollars)
ASSETS 1999 1998
---------- ----------
CURRENT ASSETS: (UNAUDITED)
Cash and equivalents $ 74,379 $ 59,799
Short-term investments 12,290 12,069
Accounts receivable, less allowances of
$13,575 and $13,035, respectively 589,691 584,653
Prepaid expenses and other current assets 14,203 15,012
Deferred taxes 48,658 48,343
--------- ---------
Total current assets 739,221 719,876
PROPERTY AND EQUIPMENT:
Land and buildings 46,712 44,135
Equipment, furniture and
leasehold improvements 189,797 179,707
Accumulated depreciation (84,319) (77,491)
--------- ---------
Total property and equipment 152,190 146,351
INTANGIBLES AND OTHER ASSETS 101,803 98,020
--------- ---------
TOTAL ASSETS $ 993,214 $ 964,247
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings $ 52,095 $ 47,629
Accounts payable 72,106 79,089
Payroll and related taxes 217,955 195,670
Accrued insurance 67,816 66,830
Income and other taxes 43,507 37,265
--------- ---------
Total current liabilities 453,479 426,483
STOCKHOLDERS' EQUITY:
Capital stock, $1 par value
Class A common stock, shares
issued 36,540,770 in 1999 and 1998 36,541 36,541
Class B common stock, shares
issued 3,575,096 in 1999 and 1998 3,575 3,575
Treasury stock, at cost
Class A common stock, 4,270,320 shares
in 1999 and 4,301,321 in 1998 (81,080) (81,669)
Class B common stock, 7,767 shares in
1999 and 1998 (248) (248)
Paid-in capital 15,205 14,844
Earnings invested in the business 579,468 572,517
Accumulated foreign currency adjustments (13,726) (7,796)
--------- ---------
Total stockholders' equity 539,735 537,764
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 993,214 $ 964,247
========= =========
See accompanying Notes to Financial Statements.
<PAGE>
5
KELLY SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands of dollars)
13 Weeks Ended
-------------------------------
April 4, 1999 March 29, 1998
------------- ---------------
Capital Stock
Class A common stock
Balance at beginning of period $ 36,541 $ 36,538
Conversions from Class B -- 2
--------- ---------
Balance at end of period 36,541 36,540
Class B common stock
Balance at beginning of period 3,575 3,578
Conversions to Class A -- (2)
--------- ---------
Balance at end of period 3,575 3,576
Treasury Stock
Class A common stock
Balance at beginning of period (81,669) (6,029)
Exercise of stock options, restricted
stock awards and other 589 (68)
--------- ---------
Balance at end of period (81,080) (6,097)
Class B common stock
Balance at beginning of period (248) (185)
Purchase of treasury stock -- --
--------- ---------
Balance at end of period (248) (185)
Paid-in Capital
Balance at beginning of period 14,844 10,980
Exercise of stock options, restricted
stock awards and other 361 1,647
--------- ---------
Balance at end of period 15,205 12,627
Earnings Invested in the Business
Balance at beginning of period 572,517 522,039
Net earnings 15,188 15,064
Cash dividends (8,237) (8,400)
--------- ---------
Balance at end of period 579,468 528,703
Accumulated Foreign Currency Adjustments
Balance at beginning of period (7,796) (7,092)
Equity adjustment for foreign currency (5,930) (1,333)
--------- ---------
Balance at end of period (13,726) (8,425)
Stockholders' Equity at end of period $ 539,735 $ 566,739
========= =========
Comprehensive Income
Net earnings $ 15,188 $ 15,064
Other comprehensive income - Foreign
currency adjustments (5,930) (1,333)
--------- ---------
Comprehensive Income $ 9,258 $ 13,731
========= =========
See accompanying Notes to Financial Statements.
<PAGE>
6
KELLY SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE 13 WEEKS ENDED APRIL 4, 1999 AND MARCH 29, 1998
(In thousands of dollars)
1999 1998
--------- ---------
Cash flows from operating activities:
Net earnings $ 15,188 $ 15,064
Noncash adjustments:
Depreciation and amortization 8,129 6,802
Changes in certain working capital components 15,319 36,677
--------- ---------
Net cash from operating activities 38,636 58,543
--------- ---------
Cash flows from investing activities:
Capital expenditures (15,224) (7,031)
Proceeds from sales and maturities
of short-term investments 298,598 409,802
Purchases of short-term investments (298,819) (410,129)
(Increase) decrease in intangibles and
other assets (3,455) 1,539
Acquisition of company, net of cash received (2,205) --
--------- ---------
Net cash from investing activities (21,105) (5,819)
--------- ---------
Cash flows from financing activities:
(Decrease) increase in short-term borrowings 4,466 (7,100)
Dividend payments (8,237) (8,400)
Exercise of stock options and restricted
stock awards 820 1,579
--------- ---------
Net cash from financing activities (2,951) (13,921)
--------- ---------
Net change in cash and equivalents 14,580 38,803
Cash and equivalents at beginning of period 59,799 76,690
--------- ---------
Cash and equivalents at end of period $ 74,379 $ 115,493
========= =========
See accompanying Notes to Financial Statements.
<PAGE>
7
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(In thousands of dollars)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the
Company have been prepared in accordance with Rule 10-01 of Regulation S-X
and do not include all the information and notes required by generally
accepted accounting principles for complete financial statements. All
adjustments, consisting only of normal recurring adjustments, have been made
which, in the opinion of management, are necessary for a fair presentation of
the results of the interim periods. The results of operations for such
interim periods are not necessarily indicative of results of operations for a
full year. The unaudited condensed consolidated financial statements should
be read in conjunction with the Company's consolidated financial statements
and notes thereto for the fiscal year ended January 3, 1999 (the 1998
consolidated financial statements).
2. Segment Disclosures
The Company's reportable segments, which are based on the Company's method of
internal reporting, are: (1) U.S. Commercial Staffing, (2) Professional,
Technical and Staffing Alternatives (PTSA) and (3) International. The
following table presents information about the reported operating income of
the Company for the 13-week periods ended April 4, 1999 and March 29, 1998.
Segment data presented is net of intersegment revenues. Asset information by
reportable segment is not presented, since the Company does not produce such
information internally.
13 Weeks Ended
1999 1998
----------- -----------
Sales:
U.S. Commercial Staffing $ 580,743 $ 560,082
PTSA 198,910 182,992
International 246,306 216,308
----------- -----------
Consolidated Total $ 1,025,959 $ 959,382
=========== ===========
Earnings from Operations:
U.S. Commercial Staffing $ 46,514 $ 45,730
PTSA 9,584 7,758
International 4,299 3,083
Corporate (34,805) (31,730)
----------- -----------
Consolidated Total $ 25,592 $ 24,841
=========== ===========
3. Contingencies
The Company is subject to various legal proceedings, claims and liabilities
which arise in the ordinary course of its business. Litigation is subject to
many uncertainties, the outcome of individual litigated matters is not
predictable with assurance and it is reasonably possible that some of the
foregoing matters could be decided unfavorably to the Company. Although the
amount of the liability at April 4, 1999 with respect to these matters cannot
be ascertained, the Company believes that any resulting liability will not be
material to the financial statements of the Company at April 4, 1999.
<PAGE>
8
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations:
First Quarter
Sales of services in the first quarter of 1999 were $1.026 billion, an
increase of 6.9% from the same period in 1998. Sales in the U.S. Commercial
Staffing segment grew by 3.7%, while Professional, Technical and Staffing
Alternatives (PTSA) sales grew by 8.7% compared to last year. International
sales grew by 13.9% as compared to the first quarter of 1998.
Cost of services, consisting of payroll and related tax and benefit costs of
employees assigned to customers, increased 7.0% in the first quarter as
compared to the same period in 1998. Direct wage costs have increased from
1998 at a rate somewhat higher than the general inflation rate, due to strong
worldwide demand for labor.
Gross profit of $179.1 million was 6.7% higher than the first quarter of
1998, and gross profit as a percentage of sales was 17.5% in 1999 and 1998.
Although the total company gross profit rate was consistent with last year, a
continued mix shift to larger national account customers reduced the U.S.
Commercial Staffing gross profit rate slightly, which was offset by increases
in gross profit rate in the International segment.
Selling, general and administrative expenses were $153.5 million in the first
quarter, an increase of 7.3% over the same period in 1998. Expenses averaged
15.0% of sales as compared to 14.9% in last year's first quarter. The rate of
growth of these expenses reflects spending for the year 2000 project and
amortization of costs associated with the Company's information technology
programs.
Earnings from operations of $25.6 million were 3.0% greater than the first
quarter of 1998. Interest income (net) of $0.2 million decreased as compared
to the first quarter of 1998 due to lower average cash and short-term
investment balances, primarily as a result of the $76 million utilized in the
fourth quarter of 1998 for the Company's share repurchase program.
Earnings before income taxes were $25.7 million, an increase of .8%, compared
to pretax earnings of $25.5 million for the same period in 1998. The pretax
margin was 2.5% as compared to 2.7% in last year's first quarter, due
primarily to the effect of lower interest income (net) noted above. Income
taxes were 41.0% of pretax income in the first quarters of 1999 and 1998.
Net earnings were $15.2 million in the first quarter of 1999, an increase of
.8% over the first quarter of 1998. Basic and diluted earnings per share were
$.42 compared to $.39 in the same period last year, a 7.7% increase. The rate
of growth of earnings per share exceeded the rate of growth of net earnings
as a result of the 2.5 million shares repurchased during the fourth quarter
of 1998.
Financial Condition
Assets totaled $993.2 million at April 4, 1999, an increase of 3.0% over the
$964.2 million at January 3, 1999. Working capital decreased $7.7 million
during the three-month period. The current ratio was 1.6 at April 4, 1999 and
1.7 at January 3, 1999.
During the first three months of 1999, net cash from operating activities was
$38.6 million, a decrease of 34.0% over the comparable period in 1998. This
decrease resulted principally from an increase in the accounts receivable
balance and a decrease in the growth of accrued liability balances. The
Company's global days sales outstanding improved to 52 days in 1999, as
compared to 54 days in 1998.
Capital expenditures of $15.2 million in 1999 and $7.0 million in 1998 were
principally for developing new information systems.
The quarterly dividend rate applicable to Class A and Class B shares
outstanding was $.23 per share in the first quarter of 1999. This represents
a 5% increase compared to a dividend rate of $.22 per share in the first
quarter of 1998.
<PAGE>
9
The Company's financial position continues to be strong. This strength will
allow it to continue to aggressively pursue growth opportunities, while
supporting current operations.
Year 2000 Systems Update
The Year 2000 problem is an issue regarding computer programs and
non-information technology systems that use embedded computer chips such as
microcontrollers. Many of these programs are unable to distinguish between a
year that begins with "20" instead of the familiar "19" and therefore could
fail or produce incorrect results.
In 1995, the Company embarked upon a global Year 2000 Project. The project
scope includes hardware, software and embedded chip technology. A formal
Project Office was established with complete executive sponsorship and
funding in February 1997. This initiated a global business system strategy
that included a wide-scale Oracle implementation of business and financial
systems, plus major enhancements to branch automation systems. Included in
these initiatives is the remediation of Year 2000 non-compliant systems.
The Company's State of Readiness
Plans for remediation of Year 2000 non-compliant systems are divided into the
following major initiatives: mainframe, client server, domestic and
international subsidiaries. The common project phases consisted of: inventory
all hardware, software and embedded systems; prioritize systems based on
business criticality; complete a risk assessment based on interviews with
business users and subject matter experts, analysis of date functionality,
and vendor documentation; test and decide to upgrade, replace or retire, as
appropriate; internal certification; and a return to production. As a part of
the risk assessment process, contingency plans will be developed in the event
of system failure. Compuware Corporation was selected to assist in the
inventory remediation and testing process.
The inventory and assessment phase is 100% complete for all business areas.
Remediation and testing is 100% complete for some of the Kelly business
units. Overall completion is approximately 85% when all countries and
business units are considered. The Company was 100% remediated of all
mission-critical customer support systems at year-end 1998. Testing will
continue throughout 1999 with planned completion during the third quarter of
1999. Testing teams are in place for mainframe, client server and
international. The testing process includes a detailed risk assessment to
determine the necessity and scope of testing. In some instances internal
certification is recommended without testing, based on the risk assessment.
This process will ensure resources remain focused on areas of greatest risk.
External communications and readiness assessments have been distributed to
all customers, landlords, vendors, suppliers and facilities for North
America. International communications and assessments were 100% complete at
year-end 1998. Ongoing analysis of responses will determine follow-up action
including additional contingency plans.
The Costs To Address The Company's Year 2000 Issues
The total cost of the Year 2000 project is expected to be at least somewhat
offset by the benefits to be realized by the Company. These include: enhanced
functionality at the branch level; a worldwide inventory of information
technology and systems; a high-level documentation of business processes used
by strategic business units; rationalization and standardization of diverse
information systems; upgrades and standardization of desktop computing;
upgrade of wide area network to remote business units; improved software
quality assurance; and clean-up and documentation of older program code.
Total cost of the Year 2000 remediation project is estimated to be
approximately $21 million. The total amount incurred to date is $11.1
million, of which $1 million was expended in 1997, $8 million in 1998 and
$2.1 million in 1999. Approximately $5.6 million of the total cost has been
incurred for remediation (code remediation, project management compliance and
risk assessment), $3.5 million for testing, and the balance for contingency
development.
The estimated future cost of completing the Year 2000 project is
approximately $9.9 million to be incurred throughout 1999 and early 2000. Of
these future costs the Company estimates approximately $2.4 million will
relate to remediation, $4.5 million for testing and the balance for
contingency activities. Funds for the project are budgeted separately from
other Information Technology initiatives. These costs are being expensed as
an element of Selling, General and Administrative expense and are funded from
cash provided by operations.
<PAGE>
10
The Risks Of The Company's Year 2000 Issues
The failure to correct a material Year 2000 problem could result in an
interruption, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. It is believed the
most significant of risks concern the Year 2000 readiness of third party
customers and suppliers. Due to the general uncertainty inherent in the Year
2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third-party suppliers and customers, the Company is unable to
determine at this time whether the consequences of Year 2000 failures will
have a material impact on the Company's results of operations, liquidity or
financial condition. The Year 2000 Project is expected to significantly
reduce the Company's level of uncertainty about the Year 2000 problem and
through, in particular, the Year 2000 readiness of its internal systems and
processes and its assessment of third-party preparedness.
In general, all reasonable steps have been taken or are in process to ensure
operations will continue without disruption. Additionally, in the event of
circumstances resulting from the failure of a third party, all reasonable
steps will have been taken to ensure appropriate contingency plans exist or
are being developed to minimize the impact of these failures.
Market Risk Sensitive Instruments And Positions
The market risk inherent in the Company's market risk sensitive instruments
and positions is the potential loss arising from adverse changes in foreign
currency exchange rates and interest rates. Foreign currency exchange risk is
mitigated by the availability of the Company's multi-currency line of credit.
This credit facility can be used to borrow in the local currencies that can
effectively hedge the exchange rate risk resulting from foreign currencies
weakening in relation to the U.S. dollar.
The Company's holdings and positions in market risk sensitive instruments do
not subject the Company to material risk exposures.
New Accounting Standards
In the first quarter of 1999, the Company adopted Statement of Position
("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." This SOP requires entities to capitalize certain
internal-use software costs once certain criteria are met. Adoption of this
standard did not have a material effect on first quarter earnings.
In the first quarter of 1999, the Company adopted SOP 98-5, "Reporting on the
Costs of Start-Up Activities." This SOP requires start-up activities and
organization costs to be expensed as incurred. Adoption of this standard did
not have a material effect on first quarter earnings.
Forward-Looking Statements
Except for the historical statements and discussions contained herein,
statements contained in this report relate to future events that are subject
to risks and uncertainties, such as: competition, changing market and
economic conditions, currency fluctuations, changes in laws and regulations,
the Company's ability to effectively implement and manage its information
technology programs, including the Year 2000 project, and other factors
discussed in the report and in the Company's filings with the Securities and
Exchange Commission. Actual results may differ materially from any
projections contained herein.
<PAGE>
11
Companies for which this report is filed are:
Kelly Services, Inc. and its subsidiaries:
Kelly Assisted Living Services, Inc.
Kelly Properties, Inc.
Kelly Professional and Technical Services, Inc.
Kelly Services (Canada), Ltd.
Kelly Services (UK), Ltd.
Kelly Services (Ireland), Ltd.
Kelly Services (Australia), Ltd.
Kelly Services (New Zealand), Ltd.
Kelly Services (Nederland), B.V.
Kelly Services of Denmark, Inc.
Kelly de Mexico, S.A. de C.V.
Kelly Services Norge A.S.
KSI Acquisition Corp.
Kelly Staff Leasing, Inc.
The Law Registry
Kelly Services (Suisse) Holding S.A.
Kelly Professional Services (France), Inc.
Kelly Services France S.A.
Kelly Formation S.A.R.L.
Kelly Services Luxembourg S.A.R.L.
Kelly Services Italia Srl
Kelly Services Iberia Holding Company, S.L.
Kelly Services Empleo Empresa de Trabajo Temporal, S.L.
Kelly Services Seleccion y Formacion, S.L.
Kelly Services CIS, Inc.
ooo Kelly Services
Kelly Services (societa di fornitura di lavaro temporaneo) SpA
Kelly Services Interim, S.A.
Kelly Services Deutchland GmbH
Kelly Services Consulting GmbH
Kelly Services Interim (Belgium) S.A., N.V.
Kelly Services Select (Belgium) S.A., N.V.
Kelly Services Sverige A.B.
<PAGE>
12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits required by Item 601, Regulation S-K,
set forth on page 14 of this filing.
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE>
13
SIGNATURE
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.
KELLY SERVICES, INC.
Date: May 18, 1999
/s/ William K. Gerber
---------------------------------
William K. Gerber
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
14
INDEX TO EXHIBITS
REQUIRED BY ITEM 601,
REGULATION S-K
Exhibit
No. Description Document
- ------- ----------- --------
4 Rights of security holders are defined in
Articles Fourth, Fifth, Seventh, Eighth, Ninth,
Tenth, Eleventh, Twelfth, Thirteenth,
Fourteenth and Fifteenth of the Certificate of
Incorporation. (Reference is made to Exhibit
3.2 to the Form 10-Q for the quarterly period
ended June 30, 1996, filed with the Commission
in August, 1996, which is incorporated herein
by reference).
10.1 Kelly Services, Inc. 1999 Non-Employee
Directors Stock Option Plan. (Reference is made
to Exhibit A to the Definitive Proxy for the
fiscal year ended January 3, 1999, filed with
the Commission in April, 1999, which is
incorporated herein by reference).
11 Additional Earnings Per Share Information. 2
27 Financial Data Schedule for three months ended
April 4, 1999. 3
ADDITIONAL EARNINGS PER SHARE INFORMATION
Kelly Services, Inc. and Subsidiaries
Details of the common shares used to compute earnings per share are as
follows in thousands except per share items:
13 Weeks Ended
---------------------
April 4, March 29,
1999 1998
-------- ---------
Weighted average shares outstanding 35,814 38,177
Adjustment for dilutive shares from stock
options under the treasury stock
method:
Shares assumed issued 448 1,335
Less - Shares assumed repurchased (309) (1,128)
-------- --------
Additional shares assumed outstanding 139 207
-------- --------
Applicable shares as adjusted 35,953 38,384
======== ========
Net earnings $ 15,188 $ 15,064
======== ========
Diluted earnings per common share $ .42 $ .39
======== ========
This calculation is submitted in accordance with Regulation S-K item
601(b)(11).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND STATEMENT OF EARNINGS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-2000
<PERIOD-END> APR-04-1999
<CASH> 74,379
<SECURITIES> 12,290
<RECEIVABLES> 603,266
<ALLOWANCES> 13,575
<INVENTORY> 0
<CURRENT-ASSETS> 739,221
<PP&E> 236,509
<DEPRECIATION> 84,319
<TOTAL-ASSETS> 993,214
<CURRENT-LIABILITIES> 453,479
<BONDS> 0
<COMMON> 40,116
0
0
<OTHER-SE> 499,619
<TOTAL-LIABILITY-AND-EQUITY> 993,214
<SALES> 0
<TOTAL-REVENUES> 1,025,959
<CGS> 0
<TOTAL-COSTS> 846,828
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25,743
<INCOME-TAX> 10,555
<INCOME-CONTINUING> 15,188
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,188
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
