SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended May 31, 1999 Commission file number 1-8527
A.G. EDWARDS, INC.
State of Incorporation: DELAWARE I.R.S. Employer Identification No:
43-1288229
ONE NORTH JEFFERSON AVENUE
ST. LOUIS, MISSOURI 63103
Registrant's telephone number, including area code: (314) 955-3000
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 June 30, 1999, there were 93,817,221 shares of A.G. Edwards, Inc. common
stock, par value $1, issued and outstanding.
<PAGE>
A.G. EDWARDS, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Consolidated balance sheets 1
Consolidated statements of earnings 2
Consolidated statements of cash flows 3
Notes to consolidated financial statements 4-5
Management's financial discussion 6-8
PART II. OTHER INFORMATION 9
SIGNATURES 10
<PAGE>
<TABLE>
<CAPTION>
A.G. EDWARDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
May 31, February 28,
1999 1999
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 121,419 $ 99,499
Cash and government securities, segregated under
federal and other regulations 59,211 57,959
Securities purchased under agreements to resell 14,887 14,838
Securities borrowed 412,617 243,507
Receivables:
Customers 2,902,201 2,626,316
Brokers, dealers and clearing organizations 13,746 27,855
Fees, dividends and interest 69,035 52,077
Securities inventory, at fair value:
State and municipal 251,974 144,180
Government and agencies 42,427 50,618
Corporate 89,637 72,297
Property and equipment, at cost, net of accumulated depreciation
and amortization of $287,078 and $276,229 241,107 240,367
Deferred income taxes 78,448 88,312
Other assets 86,790 85,307
$ 4,383,499 $ 3,803,132
LIABILITIES AND STOCKHOLDERS' EQUITY
Bank loans $ 475,000 $ --
Checks payable 229,168 226,516
Securities loaned 374,412 229,542
Payables:
Customers 901,414 949,076
Brokers, dealers and clearing organizations 94,451 68,419
Securities sold but not yet purchased, at fair value 116,369 45,659
Employee compensation and related taxes 412,204 578,073
Income taxes 44,917 24,645
Other liabilities 59,851 53,465
Total Liabilities 2,707,786 2,175,395
Stockholders' Equity:
Preferred stock, $25 par value:
Authorized, 4,000,000 shares, none issued
Common stock, $1 par value:
Authorized, 550,000,000 shares
Issued, 96,463,114 shares 96,463 96,463
Additional paid-in capital 248,958 239,998
Retained earnings 1,412,676 1,348,094
1,758,097 1,684,555
Less - Treasury stock, at cost (2,383,353 and 1,625,042 shares) 82,384 56,818
Total Stockholders' Equity 1,675,713 1,627,737
$ 4,383,499 $ 3,803,132
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
A.G. EDWARDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended May 31,
1999 1998
<S> <C> <C>
REVENUES:
Commissions $357,139 $310,248
Principal transactions 57,863 52,003
Investment banking 59,024 59,320
Asset management and service fees 121,987 95,414
Interest 53,310 50,787
Other 1,813 2,417
651,136 570,189
EXPENSES:
Compensation and benefits 415,864 365,846
Communications 27,330 25,903
Occupancy and equipment 31,861 26,706
Floor brokerage and clearance 5,501 5,094
Interest 2,437 1,424
Other 31,270 21,320
514,263 446,293
EARNINGS BEFORE INCOME TAXES 136,873 123,896
INCOME TAXES 52,330 47,890
NET EARNINGS $ 84,543 $ 76,006
Earnings per share:
Diluted $ .88 $ .78
Basic $ .89 $ .79
Dividends per share $ 0.15 $ 0.14
Average common and common
equivalent shares outstanding (diluted) 96,134 97,944
(000's omitted)
Average common shares outstanding (basic) 94,655 95,883
(000's omitted)
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
A.G. EDWARDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended May 31,
1999 1998
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 84,543 $ 76,006
Noncash items included in earnings 19,775 18,660
Change in:
Segregated cash and government securities (1,252) (2,829)
Net securities borrowed and loaned (24,240) (10,769)
Net payable to brokers, dealers
and clearing organizations 40,141 (125,086)
Net receivable from customers (323,547) (136,447)
Fees, dividends and interest receivable (16,958) (11,309)
Net securities inventory (46,233) 105,275
Other assets and liabilities (135,315) (142,997)
Net cash from operating activities (403,086) (229,496)
Cash Flows from Investing Activities:
Securities purchased under agreements to resell (49) 195,000
Capital expenditures and other investments (13,916) (15,058)
Net cash from investing activities (13,965) 179,942
Cash Flows from Financing Activities:
Bank loans 475,000 100,100
Employee stock transactions 12,632 18,290
Cash dividends paid (14,120) (12,446)
Purchase of treasury stock (34,541) (51,234)
Net cash from financing activities 438,971 54,710
Net change in Cash and Cash Equivalents 21,920 5,156
Cash and Cash Equivalents at March 1 99,499 84,764
Cash and Cash Equivalents at May 31 $ 121,419 $ 89,920
Income tax payments totaled $13,549 and $11,696 during the three month periods
ended May 31, 1999, and 1998, respectively.
Interest payments totaled $1,447 and $1,143 during the three month periods ended
May 31, 1999, and 1998, respectively.
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
-3-
<PAGE>
A.G. EDWARDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 1999
(Dollars in thousands, except per share amounts)
(Unaudited)
FINANCIAL STATEMENTS:
The consolidated financial statements include the accounts of A.G. Edwards,
Inc., and its wholly owned subsidiaries (collectively referred to as the
"Company"), including its principal subsidiary, A.G. Edwards & Sons, Inc.
("Edwards"), and have been prepared in conformity with generally accepted
accounting principles. These financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year
ended February 28, 1999. All adjustments that, in the opinion of management,
are necessary for a fair presentation of the results of operations for the
interim periods have been reflected. All such adjustments consist of normal
recurring accruals unless otherwise disclosed in these interim financial
statements. The results of operations for the three months ended May 31, 1999,
are not necessarily indicative of the results for the year ending February 29,
2000. Where appropriate, prior year's financial information has been
reclassified to conform with the current year presentation.
Comprehensive earnings for the three month periods ended May 31, 1999 and 1998
was equal to the Company's net earnings.
STOCKHOLDERS' EQUITY:
Under the stock repurchase program, the Company purchased 1,000,000 shares at an
aggregate cost of $34,541 in the first quarter ended May 31, 1999. For the
quarter ended May 31, 1998, the Company purchased 1,160,000 shares at an
aggregate cost of $51,234.
NET CAPITAL REQUIREMENTS:
Edwards is subject to the net capital rule administered by the Securities and
Exchange Commission ("SEC"). This rule requires Edwards to maintain a minimum
net capital, as defined, and to notify and sometimes obtain the approval of the
SEC and other regulatory organizations for substantial withdrawals of capital
and loans to affiliates. At May 31, 1999, Edwards' net capital of $1,121,600
was $1,064,752 in excess of the minimum required.
-4-
<PAGE>
<TABLE>
<CAPTION>
A.G. EDWARDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 1999
(Dollars in thousands, except per share amounts)
(Unaudited)
EARNINGS PER SHARE:
The following table presents the computations of basic and diluted earnings per share.
Three Months Ended May 31,
1999 1998
<S> <C> <C>
Net earnings available to common stockholders $84,543 $76,006
(shares in thousands)
Weighted average basic shares outstanding 94,655 95,883
Dilutive effect of employee stock plans 1,479 2,061
Total weighted average diluted shares 96,134 97,944
Diluted earnings per share $ 0.88 $ 0.78
Basic earnings per share $ 0.89 $ 0.79
</TABLE>
ENTERPRISE WIDE DISCLOSURE:
The Company operates and is managed, as a single business segment, that of
providing investment services to its clients through its financial consultants
in more than 640 branch offices. Transaction services include commissions and
sales credits earned by executing or facilitating the execution of security and
commodity trades. Asset management fees are earned by providing portfolio
advisory services through third-party managers, including mutual funds, and the
Company's in-house portfolio managers. The Company earns interest revenue
principally from financing its clients' margin accounts, debt securities carried
for resale and short-term investments.
The following table presents the Company's revenue by type of service for the
quarters ended May 31:
1999 1998
Transaction services $482,595 $427,190
Asset management services 104,453 82,023
Interest 53,310 50,787
Other 10,778 10,189
$651,136 $570,189
* * * * *
-5-
<PAGE>
A.G. EDWARDS, INC. AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION
THREE MONTHS ENDED MAY 31, 1999 COMPARED TO
THREE MONTHS ENDED MAY 31, 1998
Results of Operations
The three months ended May 31, 1999 saw a continuation of the high level of
retail investor activity that existed during the last four fiscal years in spite
of some volatility in the equity and debt markets this year. The Dow Jones
Industrial Average (the Dow) began this fiscal year at 9,307 and rose
dramatically to a peak of 11,107 in mid-May, only to retreat to 10,560 by
May 31,1999. The New York Stock Exchange and Nasdaq overall trading volumes
increased 35% and 30%, respectively, over the prior year which contributed to a
26% increase in total customer trades for the Company. The number and size of
customer trades and the product mix generally affect the level of revenues. The
number of branches and financial consultants increased to 646 and 6,610, which
represent increases of 7% and 4%, respectively, compared with the same period
last year.
Total revenues increased $81 million (14%) to $651 million from $570 million
last year. Expenses were $514 million, an increase of $68 million (15%),
resulting in a decline in net profit margins to 13.0% this year from 13.3% last
year.
Total commission revenue increased $47 million (15%), reflecting increased
trading volume and, to a lesser extent, continued expansion of the Company's
distribution system. Equity related commissions rose $47 million (25%). Client
demand for equities remained strong due to the continuation of the relatively
strong equity market conditions which resulted in record exchange volumes.
Principal transaction revenue increased $6 million (11%) as a result of the rise
in revenue from debt products. Sales from debt products rose in corporate,
municipal and government bonds primarily due to higher yields this year.
Investment banking revenue decreased slightly, down less than $1 million (1%).
Underwriting fees and concessions rose $2 million (5%) due to the increased
customer demand for corporate debt products. Management fees declined
$3 million (18%) due to participation as manager or co-manager in a smaller
number of corporate offerings coupled with decreased activity in mergers and
acquisitions this year.
Asset management and service fees increased $27 million (28%). Fees from third-
party mutual funds rose $14 million (24%) reflecting the strong industry-wide
cash flows into funds and higher market valuations of existing assets. Fees
resulting from the administration of client assets under third-party management
and from the Company's management services improved $9 million (35%) due to an
increase in the number of accounts and assets under management.
-6-
<PAGE>
Interest revenue increased $3 million (5%). Interest revenue from margin
accounts rose $5 million (12%) due to a 24% increase in average margin debits,
partially offset by a drop in the average broker call rate. Interest revenues
from securities owned decreased $2 million (26%) as a result of lower average
inventory. Interest earned on short-term investments fell $1 million (45%) as a
result of a 48% drop in average short-term investments which is related to the
rise in margin debits.
Compensation and benefits increased $50 million (14%). Commission expense
increased $26 million (13%) due to the rise in commissionable revenue. General
and administrative salaries and related benefits increased primarily as a result
of general increases and higher employment. Incentive-related compensation rose
primarily as a result of higher earnings.
All other expenses increased $18 million (22%) as a result of branch and home
office expansion and technology related expenses.
LIQUIDITY AND CAPITAL RESOURCES
Bank loans consist of short-term borrowings and are primarily used to finance
customer receivables. At May 31, 1999 bank loans outstanding were $475 million.
Average bank loans outstanding for the three month period ended May 31, 1999,
were $122 million at an effective interest rate of 5.17%.
In late April, the Company entered into an agreement to upgrade its broker
workstations. The equipment, which will include new desktop equipment and
servers, will cost approximately $76 million over a three-year period.
No other material changes have taken place since February 28, 1999 regarding the
Company's liquidity, capital resources and overall financial condition.
YEAR 2000
This section is a Year 2000 readiness disclosure pursuant to the provisions of
the Year 2000 Information Readiness and Disclosure Act.
The "Year 2000" issue arose because many computer hardware and software systems
use only two digits to represent the year. As a result, these systems and
programs may not accurately calculate dates beyond 1999, causing system failures
or miscalculations. The Company, along with the entire financial industry, is
heavily reliant on computer technology. As such, any unresolved Year 2000
issues of the Company, other industry members, or entities that support the
industry, may result in a material and negative impact on the Company's
operations or financial condition. While the Company has contacted significant
third parties concerning their Year 2000 progress, there can be no assurance
that these other parties have provided accurate and complete information
concerning their Year 2000 efforts.
-7-
<PAGE>
With respect to its internal systems, the Company's efforts to remediate the
Year 2000 issues are proceeding according to plan. All information technology
systems have been assessed, modified, tested and placed in production. Non-
information technology systems have been assessed, modified and tested. In
March and April 1999, the Company participated in an industry-wide testing
program with approximately 400 other broker-dealers, clearing organizations,
securities exchanges and depository institutions. The Security Industry
Association reported that these tests were successful. In addition, the Company
will continue both internal and point-to-point testing with significant
counterparties throughout the remainder of calendar 1999.
Management estimates the total cost of the Company's Year 2000 efforts will
not exceed $15 million. Most of these costs have already been incurred and
expensed. Actual costs may differ materially from this estimate.
The Company has incorporated various Year 2000 issues into its corporate
contingency plans. The plans include steps to address internal system
processing errors that may occur after December 31, 1999. The Company's
corporate contingency plan is a continually evolving document and is subject to
modification. Management continues to assess potential Year 2000 scenarios and
will update the contingency plan as necessary. Consideration was given to
alternatives for mission critical third parties. However, management believes
that the Company's primary mission critical third parties are securities and
commodities exchanges, clearing associations, and utilities, and that the
industry currently has no available alternatives for most or all of these
entities.
RISK MANAGEMENT
No material changes have occurred to the Company's policies, procedures and
controls. A discussion of the Company's primary risks is included in the
Company's Annual Report on Form 10-K for the fiscal year ended February 28,
1999. Such information is hereby incorporated by reference.
FORWARD-LOOKING STATEMENTS
The Management's Financial Discussion, including the discussion under "Year
2000," contains forward-looking statements within the meaning of federal
securities laws. Actual results are subject to risks and uncertainties,
including both specific to the Company and those specific to the industry, which
could cause results to differ materially from those contemplated. The risks and
uncertainties include, but are not limited to, third-party or Company failures
to achieve timely, effective remediation of the Year 2000 issues, risk
management, general economic conditions, actions of competitors, regulatory
actions, changes in legislation and technology changes. Undue reliance should
not be placed on the forward-looking statements, which speak only as of the date
of this Quarterly Report on Form 10-Q. The Company does not undertake any
obligation to publicly update any forward-looking statements.
-8-
<PAGE>
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
There have been no material changes in the legal proceedings previously
reported in the Company's Annual Report on Form 10-K for the year ended
February 28, 1999.
Item 4: Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders on June 24, 1999,
stockholders approved the following nominations and proposals:
<TABLE>
<CAPTION>
Votes Votes
Votes For Against Withheld*
<S> <C> <C> <C>
Nominations for director:
Benjamin F. Edwards, III 74,057,010 1,770,830
Samuel C. Hutchinson, Jr. 73,093,891 2,733,949
Robert L. Proost 74,171,187 1,656,653
Approval of amendment to Company's
1988 Incentive Stock Plan to increase
number of shares of common stock
available under the Plan from
39,492,188 to 54,492,188. 44,436,479 24,773,083 6,618,278
Ratification of auditors 75,431,961 270,504 125,375
A total of 75,827,840 shares were present in person or by proxy at the Annual Meeting.
*Includes abstentions and broker non-votes
</TABLE>
Item 6: Exhibits and Reports on 8-K
Exhibit 27 Financial Data Schedule. (This financial data schedule is
only required to be submitted with the registrant's
Quarterly Report on Form 10-Q as filed electronically to
the SEC's EDGAR database.)
Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended
May 31, 1999.
-9-
<PAGE>
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.
A.G. EDWARDS, INC.
(Registrant)
Date: July 14, 1999 /s/ Benjamin F. Edwards, III
BENJAMIN F. EDWARDS, III
Principal Executive Officer
Date: July 14, 1999 /s/ Robert L. Proost
ROBERT L. PROOST
Principal Financial Officer
-10-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> BD
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-END> MAY-31-1999
<CASH> 121,419
<RECEIVABLES> 2,984,982
<SECURITIES-RESALE> 14,887
<SECURITIES-BORROWED> 412,617
<INSTRUMENTS-OWNED> 384,038
<PP&E> 241,107
<TOTAL-ASSETS> 4,383,499
<SHORT-TERM> 475,000
<PAYABLES> 1,637,237
<REPOS-SOLD> 0
<SECURITIES-LOANED> 374,412
<INSTRUMENTS-SOLD> 116,369
<LONG-TERM> 0
0
0
<COMMON> 96,463
<OTHER-SE> 1,579,250
<TOTAL-LIABILITY-AND-EQUITY> 4,383,499
<TRADING-REVENUE> 57,863
<INTEREST-DIVIDENDS> 53,310
<COMMISSIONS> 357,139
<INVESTMENT-BANKING-REVENUES> 59,024
<FEE-REVENUE> 121,987
<INTEREST-EXPENSE> 2,437
<COMPENSATION> 415,864
<INCOME-PRETAX> 136,873
<INCOME-PRE-EXTRAORDINARY> 136,873
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,543
<EPS-BASIC> .89
<EPS-DILUTED> .88
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<RESTATED>
<MULTIPLIER> 1000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> FEB-28-1998 FEB-28-1998 FEB-28-1998 FEB-28-1998
<PERIOD-END> FEB-28-1998 MAY-31-1997 AUG-31-1997 NOV-30-1997
<CASH> 84,764 70,998 58,577 57,115
<RECEIVABLES> 2,288,936 1,792,244 1,979,044 2,234,547
<SECURITIES-RESALE> 204,363 115,000 224,362 62,363
<SECURITIES-BORROWED> 786,119 977,296 910,066 818,528
<INSTRUMENTS-OWNED> 403,653 219,153 165,534 192,069
<PP&E> 230,158 196,953 202,789 207,389
<TOTAL-ASSETS> 4,193,328 3,628,568 3,802,346 3,746,013
<SHORT-TERM> 0 0 0 0
<PAYABLES> 1,815,295 1,155,076 1,410,076 1,343,164
<REPOS-SOLD> 0 0 9,363 9,363
<SECURITIES-LOANED> 820,918 1,083,535 944,032 887,395
<INSTRUMENTS-SOLD> 19,141 21,820 32,221 31,278
<LONG-TERM> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 96,463 64,313 96,469 96,463
<OTHER-SE> 1,366,658 1,233,260 1,236,930 1,308,262
<TOTAL-LIABILITY-AND-EQUITY> 4,193,328 3,628,568 3,802,346 3,746,013
<TRADING-REVENUE> 207,952 54,602 107,438 159,805
<INTEREST-DIVIDENDS> 180,870 40,843 84,357 130,335
<COMMISSIONS> 1,099,801 236,021 527,714 822,113
<INVESTMENT-BANKING-REVENUES> 190,918 36,628 78,880 128,686
<FEE-REVENUE> 315,298 69,261 146,050 228,779
<INTEREST-EXPENSE> 1,436 546 0 0
<COMPENSATION> 1,276,931 283,456 609,868 944,620
<INCOME-PRETAX> 437,797 88,871 201,616 319,647
<INCOME-PRE-EXTRAORDINARY> 437,797 88,871 201,616 319,647
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 269,297 54,541 123,786 196,177
<EPS-BASIC> 2.81 .57 1.29 2.05
<EPS-DILUTED> 2.75 .56 1.27 2.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<RESTATED>
<MULTIPLIER> 1000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> FEB-28-1999 FEB-28-1999 FEB-28-1999 FEB-28-1999
<PERIOD-END> FEB-28-1999 MAY-31-1998 AUG-31-1998 NOV-30-1998
<CASH> 99,499 89,920 106,647 96,029
<RECEIVABLES> 2,706,248 2,363,685 2,424,760 2,293,879
<SECURITIES-RESALE> 14,838 9,363 180,000 220,000
<SECURITIES-BORROWED> 243,507 221,600 145,788 253,649
<INSTRUMENTS-OWNED> 267,095 350,795 214,328 259,525
<PP&E> 240,367 231,275 232,437 235,462
<TOTAL-ASSETS> 3,803,132 3,463,693 3,505,821 3,820,107
<SHORT-TERM> 0 100,100 0 0
<PAYABLES> 1,822,084 1,458,783 1,696,605 1,861,859
<REPOS-SOLD> 0 0 0 0
<SECURITIES-LOANED> 229,542 245,630 186,593 280,779
<INSTRUMENTS-SOLD> 45,659 71,558 24,039 29,937
<LONG-TERM> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 96,463 96,463 96,463 96,463
<OTHER-SE> 1,531,274 1,395,477 1,420,043 1,483,494
<TOTAL-LIABILITY-AND-EQUITY> 3,803,132 3,463,693 3,505,821 3,820,107
<TRADING-REVENUE> 202,022 52,003 100,245 151,547
<INTEREST-DIVIDENDS> 201,512 50,787 102,427 151,696
<COMMISSIONS> 1,201,519 310,248 603,050 869,747
<INVESTMENT-BANKING-REVENUES> 219,001 59,320 115,306 169,675
<FEE-REVENUE> 405,385 95,414 195,073 294,823
<INTEREST-EXPENSE> 5,628 1,424 3,112 4,659
<COMPENSATION> 1,431,697 365,846 718,392 1,047,405
<INCOME-PRETAX> 470,787 123,896 240,683 350,222
<INCOME-PRE-EXTRAORDINARY> 470,787 123,896 240,683 350,222
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 292,117 76,006 148,263 216,232
<EPS-BASIC> 3.07 .79 1.55 2.27
<EPS-DILUTED> 3.00 .78 1.52 2.22
</TABLE>
