UNITED STATES 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 quarterly period ended March 30, 1997
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
_______________ to ______________
Commission File Number 1-9183
Harley-Davidson, Inc.
(Exact name of registrant as specified in its Charter)
Wisconsin 39-1382325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices) (Zip Code)
(414) 342-4680
(Registrant's telephone number, including area code)
None
(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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock Outstanding as of May 9, 1997: 75,755,206 Shares
<PAGE>
HARLEY-DAVIDSON, INC.
Form 10-Q Index
For the Quarter Ended March 30, 1997
Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Operations 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial
Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
Part II. Other Information
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Harley-Davidson, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
Three months ended
March 30, March 31,
1997 1996
Sales $427,095 $371,051
Cost of goods sold 288,881 255,274
------- -------
Gross profit 138,214 115,777
Operating income from financial services 2,219 1,732
Selling, administrative and engineering
expenses (77,785) (63,484)
------- -------
Income from operations 62,648 54,025
Interest income (expense) - net 1,574 (405)
Other - net (185) (1,249)
------- -------
Income before provision for
income taxes 64,037 52,371
Provision for income taxes 23,695 19,377
------- -------
Net income $ 40,342 $ 32,994
======= =======
Weighted average common shares outstanding 75,699 75,113
======= =======
Net income per common share $0.53 $0.44
======= =======
Cash dividends per share $0.06 $0.05
======= =======
See accompanying notes.
<PAGE>
Harley-Davidson, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
ASSETS
March 30, Dec. 31, March 31,
1997 1996 1996
(Unaudited) (Unaudited)
Current assets:
Cash and cash equivalents $ 113,548 $ 142,479 $ 39,577
Accounts receivable, net 215,032 141,315 157,786
Inventories (Note 2) 93,440 101,386 85,758
Notes receivable - - 12,000
Other current assets 40,631 44,141 29,128
Net assets from discontinued
operations - - 22,833
--------- --------- ----------
Total current assets 462,651 429,321 347,082
Finance receivables, net 418,119 338,072 270,762
Property, plant and equipment,
net 418,175 409,434 293,270
Goodwill 40,349 40,900 42,643
Other assets 100,676 102,258 82,177
Net assets from discontinued
operations - - 26,981
--------- --------- ---------
$1,439,970 $1,319,985 $1,062,915
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ - $ 2,580 $ 1,298
Accounts payable 110,874 100,699 97,790
Accrued expenses and other 163,707 160,315 118,877
---------- ---------- ---------
Total current liabilities 274,581 263,594 217,965
Finance debt 335,740 258,065 196,657
Postretirement health care
benefits 66,635 65,801 63,980
Other long-term liabilities 67,327 69,805 50,746
Contingencies (Note 4)
Total shareholders' equity 695,687 662,720 533,567
---------- ---------- ----------
$1,439,970 $1,319,985 $1,062,915
========== ========== ==========
See accompanying notes.
<PAGE>
Harley-Davidson, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three months ended
March 30, March 31,
1997 1996
Cash flows from operating activities:
Net income $ 40,342 $ 32,994
Depreciation and amortization 16,631 12,122
Long-term employee benefits 1,073 1,258
Other-net 1,931 1,490
Net change in discontinued operations - 4,953
Net change in other current assets
and current liabilities (48,694) (42,551)
------- --------
Net cash provided by operating activities 11,283 10,266
Cash flows from investing activities:
Purchase of property and equipment (24,625) (19,884)
Finance receivables acquired or
originated (279,700) (274,435)
Finance receivables collected/sold 198,495 216,507
Proceeds from disposition of
discontinued segment - 23,350
Net change in discontinued operations - (3,338)
Other - net (6,089) (4,297)
-------- --------
Net cash used in investing activities (111,919) (62,097)
Cash flows from financing activities:
Net decrease in notes payable (2,580) (1,393)
Net increase in finance debt 77,675 32,327
Dividends paid (4,671) (3,899)
Issuance of stock under employee
stock and option plans 1,281 11,134
Net change in discontinued
operations - 21,777
-------- ---------
Net cash provided by financing
activities 71,705 59,946
-------- ---------
Net increase (decrease) in cash and
cash equivalents (28,931) 8,115
Cash and cash equivalents:
At beginning of period 142,479 31,462
-------- --------
At end of period $113,548 $ 39,577
======== ========
See accompanying notes.
<PAGE>
HARLEY-DAVIDSON, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of Presentation and Use of Estimates
The condensed interim consolidated financial statements included herein
have been prepared by Harley-Davidson, Inc. (the "Company") without audit.
Certain information and footnote disclosures normally included in complete
financial statements have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission and generally
accepted accounting principles for interim financial information. However,
the foregoing statements contain all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of Company
management, necessary to present fairly the consolidated financial
position as of March 30, 1997 and March 31, 1996, and the results of
operations for the three-month periods then ended. Certain prior-year
balances have been reclassified in order to conform to current-year
presentation. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1996.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Note 2 - Inventories
The Company values its inventories at the lower of cost, principally using
the last-in, first-out (LIFO) method, or market. Inventories consist of
the following (in thousands):
March 30, Dec. 31, March 31,
Components at the lower of cost, 1997 1996 1996
first-in, first-out (FIFO),
or market:
Raw material & work-in-
process $ 32,674 $ 33,275 $ 30,328
Finished goods 19,496 26,331 19,236
Parts & accessories 62,619 62,502 56,023
-------- -------- --------
114,789 122,108 105,587
Excess of FIFO over LIFO 21,349 20,722 19,829
-------- -------- --------
Inventories as reflected in the
accompanying condensed
consolidated balance sheets $ 93,440 $101,386 $ 85,758
======== ======== ========
Note 3 - Supplemental noncash investing activities
During 1996, the Company completed the sale of the Transportation Vehicles
segment resulting in a $22.6 million gain, net of applicable income taxes,
or $.30 per share, which was recorded in the fourth quarter. During the
first quarter of 1996, a division of the Transportation Vehicles segment
was sold for approximately $23 million in cash, $3 million in preferred
stock of the buyer, Monaco Coach Corporation ("Monaco"), a $12 million
note from a Monaco subsidiary guaranteed by Monaco and assumption by
Monaco of certain liabilities of the acquired operations in the
approximate amount of $47 million. The note was paid in full during the
third quarter of 1996.
Note 4 - Contingencies
The Company is involved with government agencies in various environmental
matters, including a matter involving soil and groundwater contamination
at its York, Pennsylvania facility (the "Facility"). The Facility was
formerly used by the U.S. Navy and AMF (the predecessor corporation of
Minstar). The Company purchased the Facility from AMF in 1981. Although
the Company is not certain as to the extent of the environmental
contamination at the Facility, it is working with the Pennsylvania
Department of Environmental Resources in undertaking certain investigation
and remediation activities. In March 1995, the Company entered into a
settlement agreement (the Agreement) with the Navy. The Agreement calls
for the Navy and the Company to contribute amounts into a trust equal to
53% and 47%, respectively, of future costs associated with investigation
and remediation activities at the Facility (response costs). The trust
will administer the payment of the future response costs at the Facility
as covered by the Agreement. In addition, in March 1991 the Company
entered into a settlement agreement with Minstar related to certain
indemnification obligations assumed by Minstar in connection with the
Company's purchase of the Facility. Pursuant to this settlement, Minstar
is obligated to reimburse the Company for a portion of its response costs
at the Facility. Although substantial uncertainty exists concerning the
nature and scope of the environmental remediation that will ultimately be
required at the Facility, based on preliminary information currently
available to the Company and taking into account the Company's settlement
agreement with the Navy and the settlement agreement with Minstar, the
Company estimates that it will incur approximately $6 million of net
additional response costs at the Facility. The Company has established
reserves for this amount. The Company's estimate of additional response
costs is based on reports of environmental consultants retained by the
Company, the actual costs incurred to date and the estimated costs to
complete the necessary investigation and remediation activities. Response
costs are expected to be incurred over a period of approximately 10 years.
Note 5 - Pending Accounting Change - Earnings per share
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change
the method currently used to compute earnings per share and to restate all
prior periods. Under the new requirements for calculating basic earnings
per share, the dilutive effect of stock options will be excluded. The
impact of Statement 128 on the calculation of basic and diluted earnings
per share for the quarters ended March 30, 1997 and March 31, 1996 is not
expected to be material.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain matters discussed in this Quarterly Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as
such because the context of the statement will include words such as the
Company "believes", "anticipates", "expects", or "estimates" or words of
similar import. Similarly, statements that describe the Company's future
plans, objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties
which are described in close proximity to such statements and which could
cause actual results to differ materially from those anticipated as of the
date of this report. Shareholders, potential investors and other readers
are urged to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such forward-
looking statements. The forward-looking statements included herein are
only made as of the date of this report and the Company undertakes no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
Results of Operations for the Three Months Ended March 30, 1997
Compared to the Three Months Ended March 31, 1996
For the quarter ended March 30, 1997, consolidated net sales totaled
$427.1 million, a $56.0 million or 15.1% increase over the same period
last year. Net income and earnings per share for 1997 were $40.3 million
and $.53 on 75.7 million shares outstanding versus $33.0 million and $.44
on 75.1 million shares outstanding in 1996, increases of 22.3% and 21.3%,
respectively. All Harley-Davidson, Inc. sales are generated by the
Motorcycles and Related Products ("Motorcycles") segment.
Motorcycle Unit Shipments and Net Sales
For the Three Month Periods Ended March 30, 1997 and March 31, 1996
Incr
1997 1996 (Decr) %
Motorcycle units (excluding
Buell) 32,860 30,071 2,789 9.3%
Net sales (in millions):
Motorcycles (excluding
Buell) $337.5 $297.0 $40.5 13.6%
Motorcycle Parts and
Accessories 54.4 47.3 7.1 15.1
General Merchandise 24.5 20.9 3.6 16.9
Other 10.7 5.9 4.8 83.4
Total Motorcycles and
Related Products $427.1 $371.1 $56.0 15.1%
The Motorcycles segment reported record first quarter net sales. Net
sales increases were primarily driven by a 9.3% increase in motorcycle
unit shipments. The increase in motorcycle unit shipments over the first
quarter of 1996 was due to higher average daily production rates, improved
productivity from the ongoing implementation of the Company's
manufacturing strategy, and reduction of inventory at the Company's wholly
owned French and German distributors that had built up during the fourth
quarter of 1996.
During the first quarter of 1997, motorcycle production averaged 527 units
per day. The Company announced that it expects daily motorcycle
production to average approximately 535 units per day in the second
quarter.
Parts and Accessories (P & A) revenue of $54.4 million was up $7.2 million
or 15.1% compared to the first quarter of 1996. The Company had a
successful dealer show in January which contributed to the increase. The
transition to the new P & A distribution center is virtually complete.
The Company anticipates that the P & A revenue growth for 1997 will
approximate the growth rate in motorcycle revenue.
General Merchandise sales, which includes clothing and collectibles,
totaled $24.5 million, up $3.6 million, or 16.9%, compared to the first
quarter of 1997. The increase was primarily due to filling backorders
from the fourth quarter of 1996. The Company does not anticipate any
General Merchandise growth in 1997.
Buell Distribution Corporation, a wholly-owned subsidiary of the Company,
and the exclusive distributor of Buell Motorcycle Company (a 49% owned
subsidiary), increased sales (included in "Other" in the above table) to
approximately $10 million (1,087 units) in the first quarter of 1997 as
compared to approximately $5 million (522 units) during the same period in
1996. Buell motorcycles were introduced in Japan during the second
quarter of 1996 and were introduced in Europe during the first quarter of
1997.
Gross Profit
Gross profit increased $22.4 million, or 19.4%, compared to the first
quarter of 1996 primarily due to an increase in motorcycle volume. The
gross profit margin was 32.4% in 1997 as compared with 31.2% in 1996. The
increase in the gross profit percentage was due to a shift in mix from the
lower margin Sportster model, a decrease in overtime and an unusual shift
in international mix to our wholly-owned subsidiaries from our independent
distributors which generate a lower margin. Offsetting the increase was a
$2 million one-time expense associated with a signing bonus paid during
the first quarter of 1997 to the union-represented employees at the
Company's York, PA operations as part of a new five-year labor agreement.
Operating Expenses
For the Three Month Periods Ended March 30, 1997 and March 31, 1996
(Dollars in Millions)
Incr
1997 1996 (Decr) %
Motorcycles and Related
Products $75.2 $61.0 $14.2 23.3%
Corporate 2.6 2.5 .1 4.4
Total operating expenses $77.8 $63.5 $14.3 22.5%
Total operating expenses increased $14.3 million, or 22.5%, compared to
the first quarter of 1996. The increase was largely related to increased
motorcycle volumes as well as a $3 million increase in product liability
expenses primarily due to an out-of-court settlement made during the first
quarter of 1997. Other principal areas of increased spending were
engineering, information services and international operations.
Operating income from financial services
The operating income of the Financial Services segment was $2.2 million
and $1.7 million in 1997 and 1996, respectively. This increase was due to
increased wholesale and retail origination volume and corresponding
increases in outstanding wholesale and retail receivables.
Capitalized interest
The Company capitalized approximately $1.0 million of interest during the
first quarter of 1997 in connection with its manufacturing expansion
initiatives. The Company anticipates that it will capitalize
approximately $2.7 million of additional interest during 1997.
Consolidated income taxes
The Company's effective income tax rate was 37% for the first quarter of
1997 and 1996.
Environmental
The Company's policy is to comply with all applicable environmental laws
and regulations, and the Company has a compliance program in place to
monitor, and report on, environmental issues. The Company has reached
settlement agreements with its former parent (Minstar, successor to AMF
Incorporated) and the U.S. Navy regarding groundwater remediation at the
Company's manufacturing facility in York, Pennsylvania and currently
estimates that it will incur approximately $6 million of net additional
costs related to the remediation effort. The Company has established
reserves for this amount. The Company's estimate of additional response
costs is based on reports of environmental consultants retained by the
Company, the actual costs incurred to date and the estimated costs to
complete the necessary investigation and remediation activities. Response
costs are expected to be incurred over a period of approximately 10 years.
See Note 4 of the notes to condensed consolidated financial statements.
Recurring costs associated with managing hazardous substances and
pollution in on-going operations are not material.
The Company regularly invests in equipment to support and improve its
various manufacturing processes. While the Company considers environmental
matters in capital expenditure decisions, and while some capital
expenditures also act to improve environmental compliance, only a small
portion of the Company's annual capital expenditures relate to equipment
which has the sole purpose of meeting environmental compliance
obligations. The Company anticipates that capital expenditures for
equipment used to limit hazardous substances/pollutants during 1997 will
approximate $1 million. The Company does not expect that these
expenditures related to environmental matters will have a material effect
on future operating results or cash flows.
Liquidity and Capital Resources
During the first quarter, the Company recorded cash flows from operating
activities of $11.3 million compared to $10.3 million in the same period
in 1996. Net income adjusted for depreciation contributed $57.0 million.
This was offset by an increase in the Motorcycles segment accounts
receivable of $73.7 million compared to December 31, 1996. The
Motorcycles segment generally experiences increases in receivable balances
during the first quarter over prior year-end balances due to the annual
December shut-down. The Motorcycles segment's receivable balances also
increased as a result of motorcycle volume increases, in particular,
volume increases in the last month of the quarter. In addition,
international receivables typically have longer terms. International
sales during the first quarter of 1997 were approximately 29% of total
revenue compared to 26% during the fourth quarter of 1996. Inventory
decreased during the first quarter when compared to December 31, 1996 due
to the reduction of inventory at the Company's wholly owned French and
German distributors that had built up during the fourth quarter of 1996.
Capital expenditures amounted to $24.6 million and $19.9 million during
the first quarter of 1997 and 1996, respectively. The Company is pursuing
a long-term manufacturing strategy to increase its motorcycle production
capacity with a goal of having the capacity to manufacture in excess of
200,000 units per year by 2003. The strategy includes expansion in and
near the Company's existing facilities and construction of a new
manufacturing facility in Kansas City, Missouri.
The following are forward looking statements: Due in part to this long-
term manufacturing strategy, the Company anticipates 1997 capital
expenditures will be in the range of $190-$210 million. Although the
Company does not know the exact range of capital it will spend, it
estimates the capital required in 1998 and 1999 will be in the range of
$160-$180 million and $120-$140 million per year, respectively. The
Company currently estimates it will have the capacity to produce at least
130,000 motorcycles in 1997, more than 145,000 motorcycles in 1998 and
more than 160,000 motorcycles in 1999. The Company anticipates it will
have the ability to fund all capital expenditures with internally
generated funds and short-term financing.
The Company's ability to reach these production capacity levels will
depend upon, among other factors, the Company's ability to (i) continue to
realize efficiencies in the utilization of existing facilities through
implementation of innovative manufacturing techniques and other means,
(ii) implement additions and changes to existing facilities and (iii)
construct the new manufacturing facility such that it will be operational
in 1998. However, there is no assurance that the Company will continue to
find means to realize additional efficiencies. In addition, the Company
could experience delays in making additions and changes to existing
facilities and/or constructing the new manufacturing facility as a result
of risks normally associated with the construction and operation of new
manufacturing facilities, including unanticipated problems in
construction, delays in the delivery of machinery and equipment or
difficulties in making such machinery and equipment operational, work
stoppages, difficulties with suppliers, natural causes or other factors.
These risks, potential delays and uncertainties regarding the actual costs
of the measures the Company intends to take to implement its strategy
could also impact adversely the capital expenditure estimates referred to
above. Moreover, there is no assurance that the Company will have the
ability to sell all of the motorcycles it has the capacity to produce.
The Company (excluding Eaglemark Financial Services, Inc.) currently has
nominal levels of long-term debt and has lines of credit of approximately
$49 million, of which approximately $37 million remained available at
March 30, 1997.
Eaglemark finances its business through a secured commercial paper
program, a revolving credit facility, a commercial paper conduit facility
and asset-backed securitizations. Eaglemark issues short-term commercial
paper secured by either wholesale or retail motorcycle finance receivables
with maximum issuance available of $175 million of which approximately
$145 million was outstanding at March 30, 1997. Maturities of commercial
paper issued range from 1 to 60 days. Eaglemark has in place a $150
million revolving credit facility, of which approximately $116 million was
outstanding at March 30, 1997, to fund primarily United States and
Canadian retail loan originations. Borrowings under the facility are
limited to 110% of the outstanding loan balance of eligible receivables.
The amount of net eligible receivables at March 30, 1997 was approximately
$147 million. Eaglemark also has a $75 million commercial paper conduit
facility, of which approximately $75 million was outstanding at March 30,
1997, secured by the outstanding loan balance of eligible retail
motorcycle receivables. The amount of net eligible receivables at March
30, 1997 was approximately $79 million. The Company expects that the
future growth of Eaglemark will be financed from internally generated
funds, additional capital contributions from the Company, bank lines of
credit, and continuation of its commercial paper and securitization
programs.
The Company has continuing authorization from its Board of Directors to
repurchase up to 2,350,000 shares of the Company's outstanding common
stock.
On February 19, 1997, the Company's Board of Directors declared a cash
dividend of $.06 per share payable March 27, 1997 to shareholders of
record March 17.
<PAGE>
Part II - OTHER INFORMATION
HARLEY-DAVIDSON, INC.
FORM 10-Q
March 30, 1997
Item 1. Legal Proceedings
The Company is involved with government agencies in various environmental
matters, including a matter involving soil and groundwater contamination
at its York, Pennsylvania facility. See footnote 4 to the accompanying
condensed consolidated financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule for March 30, 1997
(b) Reports on Form 8-K
None
<PAGE>
Part II - Other Information
HARLEY-DAVIDSON, INC.
Form 10-Q
March 30, 1997
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
HARLEY-DAVIDSON, INC.
Date: May 13, 1997 /s/ James L. Ziemer
James L. Ziemer
Vice President and Chief Financial
Officer (Principal Financial Officer)
May 13, 1997 /s/ James M. Brostowitz
James M. Brostowitz
Vice President, Controller
(Principal Accounting Officer) and
Treasurer
<PAGE>
Exhibit Index
Exhibit No. Description
27 Financial Data Schedule for March 30, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF HARLEY-DAVIDSON, INC. AS OF
AND FOR THE THREE MONTHS ENDED MARCH 30,1997 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-START> JAN-01-1997
<PERIOD-END> MAR-30-1997
<CASH> 113,548
<SECURITIES> 0
<RECEIVABLES> 216,940
<ALLOWANCES> 1,908
<INVENTORY> 93,440
<CURRENT-ASSETS> 462,651
<PP&E> 731,841
<DEPRECIATION> 313,666
<TOTAL-ASSETS> 1,439,970
<CURRENT-LIABILITIES> 274,581
<BONDS> 0
0
0
<COMMON> 782
<OTHER-SE> 694,905
<TOTAL-LIABILITY-AND-EQUITY> 1,439,970
<SALES> 427,095
<TOTAL-REVENUES> 427,095
<CGS> 288,881
<TOTAL-COSTS> 288,881
<OTHER-EXPENSES> 185
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,574)
<INCOME-PRETAX> 64,037
<INCOME-TAX> 23,695
<INCOME-CONTINUING> 40,342
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,342
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
</TABLE>
