<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
----------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 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 0-19528
QUALCOMM INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 95-3685934
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6455 LUSK BLVD. 92121-2779
SAN DIEGO, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 587-1121
----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
(TITLE OF CLASS)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K of any amendment to this Form 10-K. [X]
<PAGE> 2
The aggregate market value of the voting stock held by non affiliates of the
registrant as of November 21, 1997 was $4,148,221,037.*
The number of shares outstanding of the registrant's common stock was
68,552,532 as of November 21, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Definitive Proxy Statement to be filed with the
Commission pursuant to Regulation 14A in connection with the 1998 Annual Meeting
are incorporated herein by reference into Part III of this Report. Such proxy
statement will be filed with the Securities and Exchange Commission not later
than 120 days after the registrant's fiscal year ended September 28, 1997.
Certain Exhibits filed with the registrant's (i) Registration Statement on
Form S-1 (Registration No. 33-42782), as amended; (ii) Annual Report on Form
10-K for the fiscal year ended September 27, 1992; (iii) Registration Statement
on Form S-3 (Registration No. 33-62724), as amended; (iv) Annual Report on Form
10-K for the fiscal year ended September 26, 1993; (v) Form 10-Q for the quarter
ended March 27, 1994, as amended; (vi) Registration Statement on Form S-8
(Registration No. 333-2750); (vii) Registration Statement on Form S-8
(Registration No. 333-2752); (viii) Registration Statement On Form S-8
(Registration No. 333-2754); (ix) Registration Statement on Form S-8
(Registration No. 333-2756); (x) Current Report on Form 8-K dated as of
September 26, 1995, are incorporated herein by reference into Part IV of this
Report; (xi) Annual Report on Form 10-K for the fiscal year ended September 29,
1996; and (xii) Registration Statement on Form S-3 (Registrations No.
333-26069), as amended.
- --------
* Excludes the Common Stock held by executive officers, directors and
stockholders whose ownership exceeds 5% of the Common Stock outstanding at
November 21, 1997. Exclusion of such shares should not be construed to
indicate that any such person possesses the power, direct or indirect, to
direct or cause the direction of the management or policies of the registrant
or that such person is controlled by or under common control with the
registrant.
EXPLANATORY STATEMENT
This Amendment No. 1 to the Annual Report on Form 10-K for QUALCOMM
Incorporated (the "Company") for the fiscal year ended September 28, 1997 is
being filed to amend Item 14 (a) (3) by adding as Exhibits, certain amended and
restated financial data schedules.
As reported in the Company's Annual Report on Form 10-K for the fiscal year
ended September 28, 1997 (the "Initial Form 10-K"), the Company was required to
adopt, in the first quarter of fiscal 1998, Statement of Financial Accounting
Standards No. 128 ("FAS 128"), "Earnings Per Share," which required a
retroactive change in the method used to compute and display earnings per share
information. Although pro forma earnings per share information in accordance
with FAS No. 128 was presented in the Initial Form 10-K, financial data
schedules restated in accordance with FAS No. 128, were not required to be filed
at that time and were not included. Such restated financial data schedules are
now being filed pursuant to this Amendment No. 1. This Amendment No. 1 is also
being filed to amend certain amounts in the restated financial data schedules,
as footnoted, to properly state information required by Regulation S-K, Item 601
(c), Appendix A.
2
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (3) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1* Restated Certificate of Incorporation.(1)
3.2* Certificate of Amendment of Restated Certificate of
Incorporation.(7)
3.3* Certificate of Designation of Preferences.(15)
3.4* Bylaws.(2)(2)
3.5* Amendment of the Bylaws.
4.1* Certificate of Trust of QUALCOMM Financial Trust I, filed with
the Delaware Secretary of State on February 7, 1997.(16)
4.2* Declaration of Trust of QUALCOMM Financial Trust I, dated as
of February 7, 1997, among QUALCOMM Incorporated, as Sponsor,
Wilmington Trust Company, as Delaware Trustee and Property
Trustee, and Irwin Mark Jacobs, Harvey P. White, and Anthony
Thornley, as Regular Trustees.(16)
4.3* Amended and Restated Declaration of Trust of QUALCOMM
Financial Trust I, dated as of February 25, 1997, among
QUALCOMM Incorporated, as Sponsor, Wilmington Trust Company,
as Delaware Trustee and Property Trustee, and Irwin Mark
Jacobs, Harvey P. White, and Anthony Thornley, as Regular
Trustees.(16)
4.4* Indenture for the 5 3/4% Convertible Subordinated Debt
Securities, dated as of February 25, 1997, among QUALCOMM
Incorporated and Wilmington Trust Company, as Indenture
Trustee.(16)
4.5* Form of 5 3/4% Trust Convertible Preferred Securities
(Included in Annex 1 to Exhibit 4.3 above).(16)
4.6* Form of 5 3/4% Convertible Subordinated Debt Securities
(Included in Annex 1 to Exhibit 4.3 above).(16)
4.7* Preferred Securities Guarantee Agreement, dated as of February
25, 1997, between QUALCOMM Incorporated, as Guarantor, and
Wilmington Trust Company, as Guarantee Trustee.(16)
10.1* Form of Indemnity Agreement between the Company, each director
and certain officers.(2)(14)
10.2* 1991 Stock Option Plan, as amended.(10)(14)
10.3* Form of Incentive Stock Option Grant under the 1991 Stock
Option Plan.(2)(14)
10.4* Form of Supplemental Stock Option Grant under the 1991 Stock
Option Plan.(2)(14)
10.5* 1991 Employee Stock Purchase Plan.(11)(14)
10.6* Form of Employee Stock Purchase Plan Offering under the 1991
Employee Stock Purchase Plan.(2)(14)
</TABLE>
3
<PAGE> 4
(a) (3) Exhibits (continued)
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.7* Registration Rights Agreement dated September 11, 1991 between
the Company and various Stockholders.(2)
10.8* Satellite Service Agreement dated March 5, 1991 between the
Company and GTE Spacenet Corporation.(2)(3)
10.9* Joint Venture Agreement dated January 24, 1990 between the
Company and Alcatel Transmission par Faisceaux
Hertziens.(2)(3)
10.10* Agreement dated April 17, 1989 between the Company and PACTEL
Corporation.(2)(3)
10.11* CDMA Technology Agreement and related Patent License
Agreement, each dated July 3, 1990 between the Company and
American Telephone & Telegraph Company.(2)(3)
10.12* DS-CDMA Technology Agreement and related Patent License
Agreement, each dated September 26, 1990 between the Company
and MOTOROLA, Inc.(2)(3)
10.13* JSM Shareholders Agreement dated May 24, 1991 between the
Company, C. Itoh, Ltd. and Nippon Steel Corporation.(2)(3)
10.14* 401(k) Plan.(2)
10.15* Amendments dated January 15, 1992 and February 7, 1992 to that
certain Technology Agreement dated July 3, 1990 with American
Telephone & Telegraph Company.(4)
10.16* Amendment dated January 21, 1992 to that certain Technology
Agreement dated September 26, 1990 with MOTOROLA, Inc.(4)(5)
10.17* Non-Employee Directors' Stock Option Plan (the "Directors'
Plan").(14)(15)
10.18* Form of Stock Option Grant under the Directors' Plan, with
related schedule.(6)(14)
10.19* Joint Venture and Partnership Agreement dated February 25,
1994 between QUALCOMM Investment Company and Sony Electronics
CDMA Investment, Inc.(7)(8)
10.20* Contract dated March 18, 1994 between the Company and
Globalstar, L.P.(7)(8)
10.21* Executive Retirement Matching Contribution Plan.(12)(14)
10.22* 1996 Non-qualified Employee Stock Purchase Plan.(13)(14)
10.23* Stockholder Rights Plan.(9)
10.24* Registration Rights Agreement, dated February 25, 1997,
between QUALCOMM Financial Trust I and Lehman Brothers, Bear
Stearns & Co., Inc., Alex. Brown & Sons Incorporated, Goldman,
Sachs & Co. and Merrill Lynch & Co., as Initial
Purchasers.(16)
11.1* Calculation of earnings per share.
23.1* Consent of Price Waterhouse LLP.
24.1* Power of Attorney. Reference is made to page 46 of the Initial
Form 10-K.
</TABLE>
4
<PAGE> 5
(a) (3) Exhibits (continued)
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27.0** Restated - Financial Data Schedule for the Fiscal Year Ended
September 28, 1997.
27.1** Amended and restated - Financial Data Schedule for the Fiscal
Year Ended September 29, 1996; and for the Fiscal Year Ended
September 25, 1995.
27.2** Amended and restated - Financial Data Schedule for the Nine
Months Ended June 29, 1997; for the Six Months Ended March 30,
1997; and for the Three Months Ended December 29, 1996.
27.3** Amended and restated - Financial Data Schedule for the Nine
Months Ended June 30, 1996; for the Six Months Ended March 31,
1996; and for the Three Months Ended December 31, 1995.
</TABLE>
- ----------
** Filed herewith.
* Previously filed as part of the Registrant's initial Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
December 3, 1997.
- ----------
(1) Filed as an exhibit to the Registrant's Registration Statement on Form
S-3 (No. 33-62724) or amendments thereto and incorporated herein by
reference.
(2) Filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (No. 33-42782) or amendments thereto and incorporated herein by
reference.
(3) Certain confidential portions deleted pursuant to Order Granting
Application or Confidential Treatment issued in connection with
Registration Statement on Form S-1 (No. 33-42782) effective December
12, 1991.
(4) Filed as exhibit to Registrant's Annual Report on Form 10-K for the
fiscal year ended September 27, 1992.
(5) Certain confidential portions deleted pursuant to Order Granting
Application for Confidential Treatment pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934 dated March 19, 1993.
(6) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
fiscal year ended September 26, 1993.
(7) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 27, 1994, as amended.
(8) Certain confidential portions deleted pursuant to Order Granting
Application for Confidential Treatment pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934 dated July 7, 1994.
(9) Filed as an exhibit to the Company's Form 8-K current report dated as
of September 26, 1995.
(10) Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (File No. 333-2754) filed on March 25, 1996.
(11) Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (File No. 333-2756) filed on March 25, 1996.
5
<PAGE> 6
(12) Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (File No. 333-2752) filed on March 25, 1996.
(13) Filed as an exhibit to the Registrant's Registration Statement on Form
S-8 (File No. 333-2750) filed on March 25, 1996.
(14) Indicates management or compensatory plan or arrangement required to
be identified pursuant to Item 14(c).
(15) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 28, 1997.
(16) Filed as an exhibit to the Registrant's Registration Statement on Form
S-3 (No. 333-26069) or amendments thereto and incorporated herein by
reference.
(c) Exhibits
The exhibits required by this Item are listed under Item 14(a)(3).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
September ____, 1998
QUALCOMM Incorporated
By /s/ IRWIN MARK JACOBS
------------------------------------
Irwin Mark Jacobs,
Chief Executive Officer and Chairman
6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 1997, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-28-1997
<PERIOD-START> SEP-30-1996
<PERIOD-END> SEP-28-1997
<CASH> 248,837
<SECURITIES> 448,235
<RECEIVABLES> 575,775
<ALLOWANCES> 18,892
<INVENTORY> 225,156
<CURRENT-ASSETS> 1,549,595
<PP&E> 626,024
<DEPRECIATION> 200,934
<TOTAL-ASSETS> 2,274,680
<CURRENT-LIABILITIES> 567,478
<BONDS> 19,129
660,000
0
<COMMON> 7
<OTHER-SE> 1,024,171
<TOTAL-LIABILITY-AND-EQUITY> 2,274,680
<SALES> 2,096,365
<TOTAL-REVENUES> 2,096,365
<CGS> 1,518,006
<TOTAL-COSTS> 1,518,006
<OTHER-EXPENSES> 8,792
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,012
<INCOME-PRETAX> 108,434
<INCOME-TAX> 16,500
<INCOME-CONTINUING> 91,934
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91,934
<EPS-PRIMARY> 1.37<F1>
<EPS-DILUTED> 1.28
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO.
128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c),
APPENDIX A.
<F1>
"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE RESPECTIVE FISCAL YEAR THEN ENDED, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> SEP-29-1996 SEP-24-1995
<PERIOD-START> SEP-25-1995 SEP-26-1994
<PERIOD-END> SEP-29-1996 SEP-24-1995
<CASH> 110,143 500,629
<SECURITIES> 236,129 66,335
<RECEIVABLES> 225,656 85,586
<ALLOWANCES> 8,223 2,853
<INVENTORY> 171,511 44,010
<CURRENT-ASSETS> 751,190 704,630
<PP&E> 470,035 251,895
<DEPRECIATION> 117,336 66,382
<TOTAL-ASSETS> 1,185,330 940,717
<CURRENT-LIABILITIES> 325,959 104,997
<BONDS> 14,458 36,103
0 0
0 0
<COMMON> 7 6
<OTHER-SE> 844,906 799,611
<TOTAL-LIABILITY-AND-EQUITY> 1,185,330 940,717
<SALES> 813,850 386,612
<TOTAL-REVENUES> 813,850 386,612
<CGS> 535,861 213,170
<TOTAL-COSTS> 535,861 213,170
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,354 2,264
<INCOME-PRETAX> 26,627 39,880
<INCOME-TAX> 5,600 9,700
<INCOME-CONTINUING> 21,027 30,180
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 21,027 30,180
<EPS-PRIMARY> 0.32<F1> 0.56<F1>
<EPS-DILUTED> 0.30 0.52
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO.
128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c),
APPENDIX A.
<F1>
"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY
REPORT ON FORM 10-Q FOR THE RESPECTIVE QUARTER THEN ENDED, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 9-MOS 6-MOS 3-MOS
<FISCAL-YEAR-END> SEP-28-1997 SEP-28-1997 SEP-28-1997
<PERIOD-START> SEP-30-1996 SEP-30-1996 SEP-30-1996
<PERIOD-END> JUN-29-1997 MAR-30-1997 DEC-29-1996
<CASH> 217,177 406,300 126,735
<SECURITIES> 464,478 468,732 162,573
<RECEIVABLES> 453,364 455,851 337,634
<ALLOWANCES> 17,930 11,121 10,468
<INVENTORY> 228,724 207,274 244,848
<CURRENT-ASSETS> 1,384,961 1,543,045 878,508
<PP&E> 380,902 362,072 350,628
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 2,050,291 2,039,993 1,311,909
<CURRENT-LIABILITIES> 401,602 475,357 442,436
<BONDS> 23,835 16,147 14,197
660,000 660,000 0
0 0 0
<COMMON> 7 7 7
<OTHER-SE> 964,847 888,482 855,269
<TOTAL-LIABILITY-AND-EQUITY> 2,050,291 2,039,993 1,311,909
<SALES> 1,494,946 974,686 388,940
<TOTAL-REVENUES> 1,494,946 974,686 388,940
<CGS> 1,097,827 742,404 287,210
<TOTAL-COSTS> 1,097,827 742,404 287,210
<OTHER-EXPENSES> 8,792 8,792 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 8,198 5,196 1,984
<INCOME-PRETAX> 70,326 34,495 12,168
<INCOME-TAX> 8,510 8,624 3,042
<INCOME-CONTINUING> 61,816 25,871 9,126
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 61,816 25,871 9,126
<EPS-PRIMARY> 0.92<F1> 0.39<F1> 0.14<F1>
<EPS-DILUTED> 0.86 0.36 0.13
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO.
128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c),
APPENDIX A.
<F1>
"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY
REPORT ON FORM 10-Q FOR THE RESPECTIVE QUARTER THEN ENDED, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 9-MOS 6-MOS 3-MOS
<FISCAL-YEAR-END> SEP-29-1996 SEP-29-1996 SEP-29-1996
<PERIOD-START> SEP-25-1995 SEP-25-1996 SEP-25-1995
<PERIOD-END> JUN-30-1996 MAR-31-1996 DEC-31-1995
<CASH> 99,437 220,221 307,686
<SECURITIES> 209,275 142,524 132,285
<RECEIVABLES> 200,628 138,584 111,104
<ALLOWANCES> 7,188 5,676 3,413
<INVENTORY> 129,726 108,535 71,338
<CURRENT-ASSETS> 648,463 625,543 654,573
<PP&E> 297,737 261,369 240,718
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 1,034,593 974,053 961,417
<CURRENT-LIABILITIES> 165,551 122,573 120,900
<BONDS> 39,319 31,276 29,629
0 0 0
0 0 0
<COMMON> 7 6 6
<OTHER-SE> 829,716 820,198 810,882
<TOTAL-LIABILITY-AND-EQUITY> 1,034,593 974,053 961,417
<SALES> 530,746 295,866 146,603
<TOTAL-REVENUES> 530,746 295,866 146,603
<CGS> 343,134 182,571 85,055
<TOTAL-COSTS> 343,134 182,571 85,055
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,063 1,357 692
<INCOME-PRETAX> 15,957 14,121 14,047
<INCOME-TAX> 2,872 2,542 3,933
<INCOME-CONTINUING> 13,085 11,579 10,114
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 13,085 11,579 10,114
<EPS-PRIMARY> 0.20<F1> 0.18<F1> 0.16<F1>
<EPS-DILUTED> 0.19 0.17 0.15
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO.
128. AMENDED TO CONFORM WITH THE REQUIREMENTS OF REGULATION S-K, ITEM 601(c),
APPENDIX A.
<F1>
"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
</TABLE>
