<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
_______________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______________
For the 13 week period Commission file number 1-777
ended May 2, 1998
J. C. PENNEY COMPANY, INC.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 13-5583779
___________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6501 Legacy Drive, Plano, Texas 75024 - 3698
__________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 431-1000
________________________
___________________
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 .
_______ _______
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
253,075,613 shares of Common Stock of 50c par value, as of May 15, 1998.
<PAGE>
-1-
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements.
The following interim financial information is unaudited but, in the
opinion of the Company, includes all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation. Certain prior year
amounts have been restated to conform with the current year presentation.
The financial information should be read in conjunction with the audited
consolidated financial statements included in the Company's Annual Report
on Form 10-K for the 53 weeks ended January 31, 1998.
Statements of Income
(Amounts in millions except per share data)
13 weeks ended
____________________
May 2, Apr. 26,
1998 1997
_________ _________
Retail sales $ 6,806 $ 6,481
Insurance revenue 246 224
________ ________
Total revenue 7,052 6,705
________ ________
Costs and expenses
Cost of goods sold, occupancy, buying,
and warehousing costs 4,902 4,677
Selling, general, and administrative
expenses 1,548 1,514
Costs and expenses of insurance operations 193 172
Other (3) (10)
Net interest expense and credit
operations 93 81
Amortization of intangible assets
and minority interest 35 41
Business acquisition and consolidation
expenses, net -- 2
________ ________
Total costs and expenses 6,768 6,477
________ ________
Income before income taxes 284 228
Income taxes 110 89
________ ________
Net income $ 174 $ 139
======== ========
Earnings per common share:
Net income $ 174 $ 139
Less: preferred stock dividends (10) (10)
________ _______
Earnings for Basic EPS 164 129
Stock options and convertible
preferred stock 9 9
________ _______
Earnings for Diluted EPS $ 173 $ 138
Shares
Average shares outstanding (used for Basic EPS) 252 240
Common stock equivalents 20 21
________ _______
Average Diluted shares outstanding 272 261
Earnings per share:
Basic $ 0.65 $ 0.54
Diluted 0.64 0.53
<PAGE>
-2-
Balance Sheets
(Amounts in millions)
May 2, Apr. 26, Jan. 31,
1998 1997 1998
_______ ________ ________
ASSETS
Current assets
Cash and short term investments
of $252, $2,468, and $208 $ 252 $ 2,553 $ 287
Retained interest in JCP Master
Credit Card Trust 998 901 1,073
Receivables, net 3,477 3,580 3,819
Merchandise inventories 5,922 5,830 6,162
Prepaid expenses 147 62 143
________ ________ _______
Total current assets 10,796 12,926 11,484
Properties, net of accumulated
depreciation of $3,072, $2,970,
and $2,945 5,344 5,024 5,329
Investments, primarily insurance operations 1,781 1,593 1,774
Deferred insurance policy acquisition costs 769 682 752
Goodwill and other intangible assets
net of accumulated amortization
of $143, $33, and $108 2,958 2,972 2,940
Other assets 1,162 1,339 1,214
________ ________ _______
$ 22,810 $ 24,536 $ 23,493
======== ======== ========
<PAGE>
-3-
Balance Sheets
(Amounts in millions)
May 2, Apr. 26, Jan. 31,
1998 1997 1998
________ ________ ________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 3,239 $ 3,210 $ 4,155
Short term debt 1,500 2,597 1,417
Current maturities of long term debt 449 250 449
Deferred taxes 124 78 116
________ ________ _______
Total current liabilities 5,312 6,135 6,137
Long term debt 6,983 7,538 6,986
Deferred taxes 1,351 1,464 1,325
Insurance policy and claims reserves 890 799 872
Other liabilities 829 1,424 816
________ ________ _______
Total liabilities 15,365 17,360 16,136
Stockholders' equity
Preferred stock, without par value:
Authorized, 25 million shares -
issued, 1 million shares of
Series B ESOP convertible preferred 508 558 526
Guaranteed LESOP obligation (49) (142) (49)
Common stock, par value 50c:
Authorized, 1,250 million shares -
issued, 253, 248, and 251 million
shares 2,834 2,667 2,766
________ ________ ________
Total capital stock 3,293 3,083 3,243
________ ________ ________
Reinvested earnings at beginning
of year 4,114 4,110 4,110
Comprehensive income
Net income 174 139 566
Net unrealized change in debt
and equity securities and foreign
currency translation adjustments,
net of tax 1 (24) 11
________ ________ ________
Total comprehensive income 175 115 577
Common stock dividends declared (137) (132) (533)
Preferred stock dividends
declared, net of taxes -- -- (40)
________ ________ ________
Reinvested earnings at end of
period 4,152 4,093 4,114
________ ________ ________
Total stockholders' equity 7,445 7,176 7,357
________ ________ ________
$ 22,810 $ 24,536 $ 23,493
======== ======== ========
The accumulated balances for net unrealized changes in debt and equity
securities were $67, $28, and $66, and for currency translation adjustments
were ($18), ($15), and ($18) as of the respective dates shown.
<PAGE>
-4-
Statements of Cash Flows
(Amounts in millions)
13 weeks ended
_____________________
May 2, Apr. 26,
1998 1997
_________ __________
Operating activities
Net income $ 174 $ 139
Depreciation and amortization, including
intangibles 167 149
Deferred taxes 34 128
Change in cash from:
Customer receivables 355 307
Inventories, net of trade payables (71) (143)
Other assets and liabilities, net (475) (358)
________ ________
184 222
________ ________
Investing activities
Capital expenditures (160) (195)
Proceeds from the sale of bank receivables -- 684
Purchases of investment securities (83) (140)
Proceeds from sales of investment securities 76 114
Change in Retained Interest in
JCP Master Credit Card Trust 75 209
________ ________
(92) 672
________ ________
Financing activities
Change in short term debt 83 (1,353)
Net proceeds from the issuance of long term debt -- 2,988
Common stock issued, net 68 21
Preferred stock retired (18) (10)
Dividends paid, preferred and common (260) (118)
________ ________
(127) 1,528
________ ________
Net increase/(decrease) in cash and short term
investments (35) 2,422
Cash and short term investments at beginning
of year 287 131
________ ________
Cash and short term investments at end of
first quarter $ 252 $ 2,553
======== ========
Non-cash transaction
____________________
On February 27, 1997, the Company completed the second step of the
acquisition of Eckerd Corporation through the exchange of 23.2 million
shares of JCPenney common stock for the remaining 49.9 per cent of the
outstanding common stock of Eckerd. The value of the non-cash portion of
the acquisition was approximately $1.3 billion.
<PAGE>
-5-
Operating Segment Information
13 weeks ended
____________________
May 2, Apr. 26,
1998 1997
________ _________
Sales and revenue
JCPenney stores and catalog $ 4,242 $ 4,142
Eckerd drugstores 2,564 2,339
Direct marketing - insurance 246 224
________ ________
Total sales and revenue $ 7,052 $ 6,705
======== ========
Operating earnings - LIFO (1)
JCPenney stores and catalog $ 234 $ 162
Eckerd drugstores 122 128
Direct marketing - insurance 53 52
________ ________
Total operating segments 409 342
Net interest and credit operations (93) (81)
Other (2) (32) (33)
________ ________
Total operating earnings $ 284 $ 228
======== ========
(1) Total Company operating earnings equals income before income taxes as
shown on the consolidated statement of income.
(2) Other operating earnings consists principally of investment capital
gains, real estate operations, and amortization of goodwill and other
intangible assets.
<PAGE>
-6-
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Financial Condition
___________________
Merchandise inventories on a FIFO basis totaled $6,155 million at the end
of the first quarter compared with $6,042 million at the end of last year's
first quarter. Inventories for JCPenney stores and catalog were well
managed during the quarter and totaled $4,029 million at May 2, 1998 as
compared with $4,309 million at the end of last year's first quarter, a 6.5
per cent decrease. Eckerd drugstore inventories totaled $2,126 million
compared with $1,733 million last year, an increase of 22.7 per cent. The
current cost of inventories exceeded the LIFO basis amount carried on the
balance sheet by approximately $234 million at May 2, 1998, $225 million at
January 31, 1998, and $212 million at April 26, 1997.
Properties, net of accumulated depreciation, totaled $5,344 million at May
2, 1998 compared with $5,024 million at the end of last year's first
quarter.
Goodwill and other intangible assets, net, was $2,958 million compared with
$2,972 million as of April 26, 1997.
There were no significant changes in long term debt during the first
quarter of 1998. During the first quarter of 1997, the Company issued $3.0
billion of debt. The proceeds from these borrowings were used principally
to fund the Eckerd acquisition. Total debt, both on and off-balance-sheet,
was $11.2 billion at May 2, 1998, up $0.4 billion compared with April 26,
1997 levels.
On March 11, 1998, the Board of Directors increased the quarterly dividend
to 54.5 cents per share, or an indicated annual rate of $2.18 per share.
The regular quarterly dividend of 54.5 cents per share on the Company's
outstanding common stock was paid on May 1, 1998, to stockholders of record
on April 13, 1998.
<PAGE>
-7-
Results of Operations
_____________________
Ratios useful in analyzing the results of operations are as follows:
13 weeks ended
____________________
May 2, Apr. 26,
1998 1997
________ _________
Sales and revenue, per cent increase
JCPenney stores 2.3 5.8
Eckerd drugstores 9.6 11.2 (1)
Catalog 2.8 0.8
Insurance 9.8 16.7
Comparable store sales, per cent
increase
JCPenney stores 1.9 4.5
Eckerd drugstores 8.0 7.7
Results as a per cent of sales/revenue
LIFO Gross margin
JCPenney stores and catalog 31.7 31.0
Eckerd drugstores 21.9 22.2
FIFO gross margin
JCPenney stores and catalog 31.7 31.0
Eckerd drugstores 22.2 22.2
Selling, general, and adminis-
trative expenses
JCPenney stores and catalog 26.2 27.1
Eckerd drugstores 17.1 16.7
FIFO Operating profit (2)
JCPenney stores and catalog 5.5 3.9
Eckerd drugstores 5.1 5.5
Insurance 21.5 23.2
Effective income tax rate 38.7 39.1
(1) The percentage shown has been calculated using 1996 pro forma data,
assuming the Company's drugstore acquisitions had occurred at the
beginning of 1996.
(2) Operating profit by segment excludes interest, amortization,
business acquisition expenses, and taxes.
Operating profit, excluding interest, amortization, business acquisition
expenses, and taxes for the quarter totaled $412 million, an increase of
17.0 per cent from last year's first quarter. The increase was principally
related to improved performance within JCPenney stores. Income before
income taxes for the 13 weeks ended May 2, 1998 was $284 million, compared
with $228 million in the first quarter of 1997. Net income totaled $174
million, or 64 cents per diluted share, as compared with $139 million, or
53 cents per share in last year's first quarter. The Company had
approximately 11 million additional average common shares outstanding in
the first quarter of 1998, primarily as a result of the Eckerd acquisition,
which was completed in February 1997.
<PAGE>
-8-
JCPenney Stores and Catalog
Sales for JCPenney stores for the first quarter were $3,409 million, an
increase of 2.3 per cent (1.9 per cent on a comparable store basis)
compared with first quarter 1997. Catalog sales, which totaled $833
million, increased 2.8 per cent during the period. FIFO gross margin
dollars for JCPenney stores and catalog increased $59 million to $1,343
million in the first quarter compared with last year. As a per cent of
sales, gross margin improved by 70 basis points, principally as a result of
better inventory management, which resulted in lower markdowns. Selling,
general, and administrative (SG&A) expenses totaled $1,109 million, a
decrease of $13 million from first quarter 1997. Expense levels in the
first quarter began to reflect the impact of previously announced strategic
initiatives which are in the process of being implemented.
Eckerd Drugstores
Sales for drugstores totaled $2,564 million for the first quarter of 1998,
a 9.6 per cent increase from $2,339 million in last year's first quarter.
On a comparable store basis, drugstore sales increased 8.0 per cent.
Drugstore sales gains were led by a 15.4 per cent increase in pharmacy
sales, which accounted for approximately 60 per cent of total drugstore
sales for the quarter. Pharmacy sales growth continues to be driven by
higher volumes of managed care sales. FIFO gross margin ratio improved in
both front-end and pharmacy sales; however, the sales mix was more heavily
weighted toward pharmacy which carries a lower gross margin. As a result,
the total FIFO gross margin ratio was flat with last year at 22.2 per cent
of sales. Eckerd recorded a $9 million LIFO charge in the first quarter;
there was no comparable charge in last year's first quarter. SG&A expenses
were higher in 1998 compared with last year, increasing 40 basis points as
a per cent of sales, primarily as a result of additional staffing placed in
the converted drugstores in order to conform with Eckerd standards.
Direct Marketing - Insurance
Revenues totaled $246 million in the first quarter, an increase of 9.8 per
cent compared with a year ago, and operating profit was $53 million,
slightly higher than the comparable 1997 period. First quarter results were
adversely impacted by higher than planned insurance claims, which occurs
periodically in the normal course of the insurance business. Revenue
generated from membership services and other non-insurance products
increased by 16.4 per cent compared with last year's first quarter. These
products represent a growing component of the direct marketing operation.
Net Interest Expense and Credit Operations
Net interest expense and credit operations for the first quarter of 1998
was $93 million compared with $81 million in the comparable period last
year. The increase was primarily related to higher interest expense. Net
interest expense was $148 million in the first quarter, up $13 million from
last year's first quarter. The increase was principally related to debt
issued in connection with the Eckerd acquisition, which was partially
offset by savings from lower inventory and customer receivables in JCPenney
stores and catalog. Credit results reflect the reclassification of late
fees, as well as any subsequent write-off of those amounts, as a component
of revenue. This change did not have a material impact on either revenue or
credit operating costs.
<PAGE>
-9-
Revenue was down slightly from the prior year and bad debt expense was down
$5 million in the first quarter compared with last year. As of the end of
the quarter, customer receivables serviced were down 7.7 per cent to $4,136
million compared with a year ago. The 90-day delinquency rate was 4.2 per
cent of receivables, an improvement of 20 basis points from the first
quarter of 1997.
Income Taxes
The Company's effective income tax rate was 38.7 per cent in the first
quarter compared with 39.1 per cent in last year's first quarter.
The Company's business depends to a great extent on the last quarter of the
year. Historically, sales for that period have averaged approximately one
third of annual sales. Accordingly, the results of operations for the 13
weeks ended May 2, 1998 are not necessarily indicative of the results for
the entire year.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
This report may contain forward-looking statements which reflect the
Company's current views of future events and financial performance. Actual
performance is subject to risks and uncertainties beyond the present
knowledge or future control of the Company such as competition,
seasonality, economic conditions, and government activity. Investors should
take such possibilities into account when making investment decisions.
<PAGE>
-10-
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS.
The Company has no material legal proceedings pending against it.
Information regarding certain legal proceedings involving the Company's
wholly-owned subsidiary, Eckerd Corporation, was previously reported in the
Company's Annual Report on Form 10-K for the 53 weeks ended January 31,
1998. As reported in that Form 10-K, management is of the opinion that such
legal proceedings should not have a material adverse effect on the
Company's consolidated financial position or results of operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
________
The following documents are filed as exhibits to this report:
11 Computation of net income per common share.
12(a) Computation of ratios of available income to combined fixed
charges and preferred stock dividend requirement.
12(b) Computation of ratios of available income to fixed charges.
27(a) Financial Data Schedule for the three months ended May 2,
1998.
27(b) Restated Financial Data Schedule for the three months ended
April 26, 1997.
(b) Reports on Form 8-K
___________________
The Company filed the following reports on Form 8-K during the
period covered by this report:
Current Report on Form 8-K dated February 4, 1998 (Item 5 - Other
Events).
<PAGE>
-11-
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.
J. C. PENNEY COMPANY, INC.
/S/W. J. Alcorn
By _____________________________
W. J. Alcorn
Vice President and Controller
(Principal Accounting Officer)
Date: June 12, 1998
<PAGE>
Exhibit 11
J. C. PENNEY COMPANY, INC.
and Consolidated Subsidiaries
Computation of Net Income Per Common Share
_________________________________________________
(Amounts in millions except per common share data)
13 Weeks Ended
_____________________________________________
May 2, 1998 April 26, 1997
____________________ ___________________
Shares Income Shares Income
______ _______ ______ ______
Basic
______
Net income $ 174 $ 139
Dividend on Series B ESOP
convertible preferred stock
(after-tax) (10) (10)
_________ _________
Adjusted net income 164 129
Weighted average number of
shares outstanding 252.2 240.4
_______ _________ ______ _________
252.2 $ 164 240.4 $ 129
======= ========= ====== =========
Net income per common share $ 0.65 $ 0.54
========= =========
Diluted
_______
Net income $ 174 $ 139
Tax benefit differential on ESOP
dividend assuming stock is
fully converted - -
Assumed additional contribution
to ESOP if preferred stock is
fully converted (1) (1)
_________ _________
Adjusted net income 173 138
Weighted average number of
shares outstanding (basic) 252.2 240.4
Common stock equivalents:
Stock options and other
dilutive effect 2.6 2.0
Convertible preferred stock 17.2 18.8
_______ ________ ______ _________
272.0 $ 173 261.2 $ 138
======= ======== ====== =========
Net income per common share $ 0.64 $ 0.53
======== ========
<PAGE>
Exhibit 12 (a)
J. C. Penney Company, Inc.
and Consolidated Subsidiaries
Computation of Ratios of Available Income to Combined Fixed Charges
and Preferred Stock Dividend Requirement
53 weeks 52 weeks
ended ended
May 2, Apr. 26,
($ Millions) 1998 1997
_________ __________
Income from continuing operations $ 938 $ 857
(before income taxes, before
capitalized interest, but after
preferred stock dividend)
Fixed charges
Interest (including capitalized
interest) on:
Operating leases 180 110
Short term debt 96 127
Long term debt 564 341
Capital leases 6 7
Credit facility - 19
Other, net (11) 2
_________ _________
Total fixed charges 835 606
Preferred stock dividend, before taxes 40 46
Combined fixed charges and preferred _________ _________
stock dividend requirement 875 652
Total available income $ 1,813 $ 1,509
========= =========
Ratio of available income to combined
fixed charges and preferred stock
dividend requirement 2.1 2.3
========= =========
The interest cost of the LESOP notes guaranteed by the Company is not
included in fixed charges above.
The Company believes that, due to the seasonal nature of its business,
ratios for a period of time other than a 53 week or a 52 week period are
inappropriate.
<PAGE>
Exhibit 12 (b)
J. C. Penney Company, Inc.
and Consolidated Subsidiaries
Computation of Ratios of Available Income to Fixed Charges
53 weeks 52 weeks
ended ended
May 2, Apr. 26,
($ Millions) 1998 1997
_________ __________
Income from continuing operations $ 978 $ 903
(before income taxes and
capitalized interest)
Fixed charges
Interest (including capitalized
interest) on:
Operating leases 180 110
Short term debt 96 127
Long term debt 564 341
Capital leases 6 7
Credit facility - 19
Other, net (11) 2
_________ _________
Total fixed charges 835 606
_________ _________
Total available income $ 1,813 $ 1,509
========= =========
Ratio of available income to
fixed charges 2.2 2.5
========= =========
The interest cost of the LESOP notes guaranteed by the Company is not
included in fixed charges above.
The Company believes that, due to the seasonal nature of its business,
ratios for a period of time other than a 53 week or a 52 week period are
inappropriate.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENT OF INCOME
OF J. C. PENNEY COMPANY, INC. AND SUBSIDIARIES AS OF MAY 2, 1998, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> MAY-02-1998
<CASH> 252
<SECURITIES> 998
<RECEIVABLES> 3,566
<ALLOWANCES> 89
<INVENTORY> 5,922
<CURRENT-ASSETS> 10,796
<PP&E> 8,416
<DEPRECIATION> 3,072
<TOTAL-ASSETS> 22,810
<CURRENT-LIABILITIES> 5,312
<BONDS> 6,983
<COMMON> 2,834
0
508
<OTHER-SE> 4,103
<TOTAL-LIABILITY-AND-EQUITY> 22,810
<SALES> 6,806
<TOTAL-REVENUES> 7,052
<CGS> 4,902
<TOTAL-COSTS> 6,450
<OTHER-EXPENSES> 129
<LOSS-PROVISION> 41
<INTEREST-EXPENSE> 148
<INCOME-PRETAX> 284
<INCOME-TAX> 110
<INCOME-CONTINUING> 174
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 174
<EPS-PRIMARY> .65
<EPS-DILUTED> .64
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENT OF INCOME
OF J. C. PENNEY COMPANY, INC. AND SUBSIDIARIES AS OF APRIL 26, 1997, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> APR-26-1997
<CASH> 2,553
<SECURITIES> 901
<RECEIVABLES> 3,651
<ALLOWANCES> 71
<INVENTORY> 5,830
<CURRENT-ASSETS> 12,926
<PP&E> 7,994
<DEPRECIATION> 2,970
<TOTAL-ASSETS> 24,536
<CURRENT-LIABILITIES> 6,135
<BONDS> 7,538
<COMMON> 2,667
0
558
<OTHER-SE> 3,951
<TOTAL-LIABILITY-AND-EQUITY> 24,536
<SALES> 6,481
<TOTAL-REVENUES> 6,705
<CGS> 4,677
<TOTAL-COSTS> 6,191
<OTHER-EXPENSES> 105
<LOSS-PROVISION> 46
<INTEREST-EXPENSE> 135
<INCOME-PRETAX> 228
<INCOME-TAX> 89
<INCOME-CONTINUING> 139
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 139
<EPS-PRIMARY> .54
<EPS-DILUTED> .53
</TABLE>
