<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
__x__ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
_____ 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 1-9378
SERVICEMASTER LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 36-3497008
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One ServiceMaster Way, Downers Grove, Illinois 60515
(Address of principal executive offices) (Zip Code)
630-271-1300
(Registrant's telephone number, including area code)
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
shares: 142,121,103 shares on November 12, 1996 (this figure reflects the
three-for-two share split declared May 3, 1996 and paid to shareholders of
record as of June 10, 1996).
This document consists of 12 pages, including the cover page.
<PAGE>
TABLE OF CONTENTS
Page
No.
----
SERVICEMASTER LIMITED PARTNERSHIP (Registrant) -
Part I. Financial Information
- ------------------------------
Consolidated Statements of Income for the
three months and the nine months ended
September 30, 1996 and September 30, 1995 2
Consolidated Statements of Financial Position
as of September 30, 1996 and December 31, 1995 3
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1996 and September 30, 1995 4
Notes to Consolidated Financial Statements 5
Management Discussion and Analysis of Financial
Position and Results of Operations 6
Part II. Other Information
- -------- -----------------
Exhibit 11 - Exhibit Regarding Detail of Income
Per Share Computation 10
Signature 11
1
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
SERVICEMASTER LIMITED PARTNERSHIP
Consolidated Statements of Income
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Revenue................................$ 927,227 $ 854,383 $ 2,584,457 $ 2,414,938
Operating Costs and Expenses:
Cost of services rendered
and products sold.............................. 708,100 654,699 2,001,709 1,881,068
Selling and administrative expenses.............. 137,094 130,513 367,470 346,909
-------- --------- ---------- ----------
Total operating costs and expenses............... 845,194 785,212 2,369,179 2,227,977
-------- --------- ---------- ----------
Operating Income................................. 82,033 69,171 215,278 186,961
Non-operating Expense (Income):
Interest expense................................. 9,836 8,788 28,658 27,182
Interest and investment income................... (2,335) (2,044) (7,465) (5,546)
Minority interest*............................... 3,623 12,785 8,221 34,895
-------- --------- ---------- ----------
Income before Income Taxes....................... 70,909 49,642 185,864 130,430
Provision for income taxes....................... 2,109 1,892 5,287 3,640
-------- --------- ---------- ----------
Net Income.......................................$ 68,800 $ 47,750 $ 180,577 $ 126,790
======== ========= ============ ==========
Net Income Per Share.............................$ .48 $ .40 $ 1.25 $ 1.07
======== ========= ============ ==========
Cash Distributions Per Share.....................$ .17 $ .16 $ .49 $ .47 1/3
======== ========= ============ ==========
Net income per share is based on 144,492 shares and 119,390 shares outstanding
for the three months ended September 30, 1996 and 1995, respectively, and
144,529 shares and 118,973 shares outstanding for the nine months ended
September 30, 1996 and 1995, respectively. All share and per share data have
been restated to reflect the three-for-two share split declared May 3, 1996 and
paid to shareholders of record as of June 10, 1996.
* Includes General Partners' interest of $1,395 and $971 for the three months
ended September 30, 1996 and 1995, respectively, and $3,666 and $2,574 for the
nine months ended September 30, 1996 and 1995, respectively.
See Notes to Consolidated Financial Statements
</TABLE>
2
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<TABLE>
<CAPTION>
SERVICEMASTER LIMITED PARTNERSHIP
Consolidated Statements of Financial Position
(In thousands) As of
September 30, December 31,
Assets 1996 1995
------------ -------------
Current Assets:
<S> <C> <C>
Cash and marketable securities, including cash and
cash equivalents of $46,147 and $23,113, respectively............. $ 85,980 $ 49,429
Accounts and notes receivable, less allowances of $27,158
and $20,468, respectively......................................... 283,508 243,649
Inventories.......................................................... 44,449 40,583
Prepaid expenses and other assets.................................... 78,937 59,578
------------ -------------
Total current assets............................................. 492,874 393,239
------------ -------------
Property and Equipment:
At cost........................................................... 321,134 292,283
Less: accumulated depreciation.................................... 169,186 146,431
------------ -------------
Net property and equipment....................................... 151,948 145,852
------------ -------------
Intangible assets, primarily trade names and goodwill,
net of accumulated amortization of $162,101
and $133,275, respectively........................................ 1,070,839 1,021,050
Notes receivable, long-term securities, and other assets............. 112,775 89,749
------------ -------------
Total assets.....................................................$ 1,828,436 $ 1,649,890
============ =============
Liabilities And Shareholders' Equity
Current Liabilities:
Accounts payable.....................................................$ 56,221 $ 50,456
Accrued liabilities.................................................. 209,370 193,799
Deferred revenues.................................................... 122,298 115,244
Current portion of long-term obligations............................. 14,360 13,431
------------ -------------
Total current liabilities........................................ 402,249 372,930
------------ -------------
Long-Term Debt....................................................... 501,140 411,903
Other Long-Term Obligations.......................................... 123,300 105,700
Commitments and Contingencies .......................................
Minority and General Partners' Interest
includes General Partners' interest of
$1,775 in 1996 and $1,392 in 1995................................. 15,226 12,697
Shareholders' Equity................................................. 786,521 746,660
------------ -------------
Total liabilities and shareholders' equity.......................$ 1,828,436 $ 1,649,890
============ =============
See Notes to Consolidated Financial Statements
</TABLE>
3
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<TABLE>
<CAPTION>
SERVICEMASTER LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(In thousands)
Nine Months Ended
September 30,
1996 1995
------------ -------------
<S> <C> <C>
Cash and Cash Equivalents at January 1................................ $ 23,113 $ 14,333
Cash Flows from Operations:
Net Income............................................................ 180,577 126,790
Adjustments to reconcile net income
to net cash flows from operations:
Depreciation................................................... 30,613 27,985
Amortization................................................... 28,826 21,209
Change in working capital, net of acquisitions:
Receivables.................................................. (40,273) (58,512)
Inventories and other current assets......................... (24,000) (14,238)
Accounts payable............................................. 3,541 8,658
Deferred revenues............................................ 1,893 6,448
Accrued liabilities.......................................... 23,872 19,712
Minority interest and other, net............................... 3,339 33,748
------------ -------------
Net Cash Provided from Operations..................................... 208,388 171,800
------------ -------------
Cash Flows from Investing Activities:
Business acquisitions, net of cash acquired....................... (40,550) (24,676)
Property additions................................................ (33,795) (35,505)
Net purchases of securities....................................... (17,218) (5,679)
Notes receivable and financial investments........................ (6,631) (16,371)
Proceeds from sale of businesses.................................. 4,526 20,057
Payments to sellers of acquired businesses........................ (2,307) (2,175)
Sale of equipment and other assets .............................. 1,399 1,759
------------ -------------
Net Cash Used for Investing Activities............................ (94,576) (62,590)
------------ -------------
Cash Flows from Financing Activities:
Short-term borrowings, net........................................ 129,573 101,364
Distributions to shareholders and shareholders' trust............. (107,930) (88,104)
Purchase of treasury shares....................................... (60,093) (37,988)
Payments of borrowings and other obligations...................... (53,975) (52,958)
Proceeds from employee share option plans......................... 3,974 3,106
Distributions to holders of minority interests.................... (3,025) (22,573)
Other............................................................. 698 274
------------ -------------
Net Cash Used for Financing Activities................................ (90,778) (96,879)
------------ -------------
Cash Increase during the Period....................................... 23,034 12,331
------------ -------------
Cash and Cash Equivalents at September 30............................. $ 46,147 $ 26,664
============ =============
See Notes to Consolidated Financial Statements
</TABLE>
4
<PAGE>
SERVICEMASTER LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: The consolidated financial statements include the accounts of the
Partnership and its significant subsidiaries, collectively referred to as "the
Partnership". Intercompany transactions and balances have been eliminated in
consolidation.
Note 2: The consolidated financial statements included herein have been prepared
by the Partnership pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Partnership believes that the disclosures are adequate
to make the information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in the Partnership's latest Annual
Report to shareholders and the Annual Report to the Securities and Exchange
Commission on Form 10-K for the year ended December 31, 1995. In the opinion of
the Partnership, all adjustments, consisting only of normal and recurring
adjustments, necessary to present fairly the financial position of ServiceMaster
Limited Partnership as of September 30, 1996 and December 31, 1995, and the
results of operations for the three month and nine month periods ended September
30, 1996 and 1995, and the cash flows for the nine months ended September 30,
1996 and 1995, have been included. The results of operations for any interim
period are not necessarily indicative of the results which might be obtained for
a full year.
Note 3: For interim accounting purposes, certain costs directly associated with
the generation of lawn care revenues are initially deferred and recognized as
expense as the related revenues are recognized. All such costs are fully
recognized within the fiscal year in which they are incurred.
Note 4: On May 3, 1996, the Partnership's Board of Directors declared a
three-for-two share split effective June 24, 1996, for shareholders of record on
June 10, 1996. All share and per share data have been restated for all periods
presented to reflect this three-for-two split.
Note 5: In the Consolidated Statements of Cash Flows, the caption Cash and Cash
Equivalents includes investments in short-term, highly-liquid securities having
a maturity of three months or less. Supplemental information relating to the
Consolidated Statements of Cash Flows for the nine months ended September 30,
1996 and 1995 is presented in the following table. The increase in interest paid
in 1996 from 1995 is primarily due to increased debt balances.
(In thousands)
1996 1995
------- -------
Cash paid or received for:
- -------------------------
Interest expense............................................. $ 24,295 $ 23,556
Interest and investment income............................... $ 5,640 $ 5,099
5
<PAGE>
SERVICEMASTER LIMITED PARTNERSHIP
MANAGEMENT DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
THIRD QUARTER 1996 COMPARED TO THIRD QUARTER 1995
- -------------------------------------------------
Revenues increased to $927 million in the third quarter of 1996, a 9% overall
increase, reflecting growth in all segments, with more rapid increases in the
Partnership's higher margin segments. Net income was $68.8 million, a 44%
increase over one year ago while net income per share grew 20% to $.48. Net
income and earnings per share both include the effects of the December 1995
acquisition of the then-outstanding minority ownership interest in Consumer
Services, which eliminated the 28% minority interest expense in Consumer
Services' earnings and increased the number of shares outstanding by
approximately 27 million (on a post split basis). Operating income increased
19%, to $82 million, while operating income margins increased 70 basis points to
8.8% of revenue from 8.1% last year, reflecting the continued rapid growth of
higher margin business units and the favorable effects of overhead leveraging
throughout the enterprise.
The Consumer Services business unit achieved a 15% increase in revenues and
stronger double digit growth in profits. TruGreen-ChemLawn achieved strong
revenue and profit growth, reflecting increased residential production and
excellent growth in commercial revenues. Full program residential and commercial
customer counts exceeded corresponding prior year totals despite unfavorable
weather conditions which adversely affected marketing efforts earlier in the
year. Terminix achieved solid growth in revenues, with strong increases in pest
control contracts and termite completions. Profits increased at a more modest
pace due to changes in sales mix and higher selling and production costs.
American Home Shield achieved very strong growth in both revenues and profits
due to increases in warranty contracts written as well as improvements in the
contract renewal rate. The Merry Maids and ServiceMaster Residential and
Commercial operations also achieved strong increases in revenues and profits
as a result of growth from existing franchises, as well as the expansion of
company-owned operations.
The Management Services business segment achieved a sharp improvement in profits
due to the combined effects of a 2% increase in revenues, strong cost
controls and the elimination of wind-down costs relating to the disposition of
the education food business that was sold in 1995. The Healthcare business,
which primarily serves the acute sector of the health care market, recorded
profits that were consistent with the prior year level. Strong cost controls
offset a modest decline in revenues, reflecting continuing competitive pressures
and industry consolidation. Revenues in the Education market showed a strong
increase, resulting from improvements in sales and customer retention. Profits
increased at a more modest pace due to lower margins on a higher mix of
large school district contracts. The Business & Industry unit achieved strong
growth in revenues and profits.
Diversified Health Services, which provides services to the long term care
sector of the health care market, continued to achieve excellent growth in
revenues and profits, with strong growth in the units' core business, which
consists of the contract management of nursing homes, skilled nursing and
assisted living facilities. The International operations also achieved
increases in revenue and profits, led by strong growth in fees from licensed
partners in Japan and the Pacific Rim.
6
<PAGE>
On a consolidated basis, cost of services rendered and products sold increased
8.2% due to general business growth, but decreased as a percentage of revenue
from 76.6% in 1995 to 76.4% in 1996. This decrease primarily reflects the
changing mix of the business as Consumer Services increases in size in
relationship to the overall business of the Partnership. The Consumer Services
business units generally operate at higher gross profit levels than the other
major business units but also incur somewhat higher selling and administrative
expenses.
Consolidated selling and administrative expenses increased due to general
business growth but decreased as a percentage of revenue from 15.3% of revenue
in 1995 to 14.8% in 1996. This decrease reflects improved efficiencies, cost
controls and the leveraging of fixed costs throughout the enterprise.
Interest expense increased over the prior year reflecting increased borrowings
relating to acquisitions and share repurchases made throughout 1996. The
decrease in minority interest expense primarily reflects the purchase of the
Consumer Services minority interest from WMX Technologies, Inc., in December of
1995. The income tax provision has increased from the prior year primarily due
to strong growth at American Home Shield (which is organized in corporate form
and subject to taxes) and increases in certain state taxes.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS
- -------------------------------------------------------------
ENDED SEPTEMBER 30, 1995
- ------------------------
Revenues for the nine months were $2.6 billion, a 7% increase over 1995.
Operating income increased 15%, to $215 million, while margins increased to 8.3%
of revenue from 7.7% in 1995, reflecting the combined effects of the continued
rapid growth of higher margin business units and the favorable effects of
overhead leveraging throughout the enterprise. Net income was $181 million, a
42% increase, while earnings per share totalled $1.25, an increase of 17%.
Results for the nine months include the effects of the December, 1995
transaction with WMX Technologies, Inc., which increased the number of shares
outstanding by approximately 27 million (on a post split basis) and eliminated
the 28% minority interest expense in Consumer Services' earnings.
The Consumer Services business segment continued to achieve double-digit growth
in revenues and profits. The TruGreen-ChemLawn operations had solid growth in
revenues and profits despite late winter and damp spring weather throughout many
parts of the country, which contrasted with generally mild conditions in the
previous year. Continued growth in the residential customer base and strong
commercial sales, combined with the favorable effects of new service
initiatives, helped to offset these weather related adversities. Terminix
achieved very good growth in revenues and profits as a result of increases in
pest control revenues, termite completions and improvements in contract renewals
and customer retention. American Home Shield had excellent growth in revenues
and profits, with very strong increases in new contract sales and continuing
improvements in contract renewals. The Merry Maids and Residential and
Commercial operations both achieved strong growth in revenues and profits and
continued their expansion of direct operations.
The Management Services business segment recorded solid growth in profits for
the first nine months, reflecting the elimination of losses incurred in 1995
7
<PAGE>
prior to the sale of the education food service business as well as the ongoing
benefit of strong cost controls and improved customer retention. Revenues from
continuing operations increased slightly from the prior year as improvements in
Education and Business and Industry offset the reductions in Healthcare. The
Healthcare market achieved profits consistent with last year, as strong cost
controls offset a modest decline in revenues, reflecting difficult industry
conditions in the acute care sector of the market. The Education market
experienced good revenue growth with increased sales and improved retention but
profits declined slightly reflecting lower margins on contracts at larger
facilities. The Business & Industry group achieved double-digit growth in
revenues and profits.
ServiceMaster Diversified Health Services continued to experience very
significant growth in revenues and profits reflecting solid increases in
management services and rehabilitation operations (which were started in 1995).
The International operations also achieved significant increases in revenue and
profits with continued growth in the customer base and strong sales from the
European pest control businesses and continued improvements in royalty fees from
existing licensees.
On a consolidated basis, cost of services rendered and products sold increased
6.4% due to general business growth, but decreased as a percentage of revenue
from 77.9% in 1995 to 77.5% in 1996. As noted for the quarter, this decrease
primarily reflects the changing mix of the business as Consumer Services
increases in size in relation to the overall business of the Partnership.
Consolidated selling and administrative expenses increased 5.9% over prior year
levels. As a percentage of revenue, selling and administrative expenses
decreased from 14.4% in 1995 to 14.2% in 1996, reflecting the leveraging of
fixed costs and improved productivity throughout the enterprise.
Interest income increased over the prior year due to realized gains on the sale
of marketable securities at American Home Shield in 1996, whereas small gains
were realized in 1995. Minority interest expense decreased due to the purchase
of the Consumer Services minority interest from WMX Technologies, Inc. in
December of 1995. Income taxes increased from prior year reflecting strong
growth in the American Home Shield and International operations.
FINANCIAL POSITION
- -------------------
Net cash provided from operations for the first nine months increased 21% to
approximately $208 million. Due to seasonal factors, the Partnership has
proportionately greater working capital needs for the first nine months of the
year than for the year as a whole, with a corresponding impact on funds provided
from operations. Management believes that funds generated from operations and
other existing resources will continue to be adequate to satisfy the ongoing
working capital needs of the Partnership.
The increase in accounts and notes receivable over prior year levels reflects
traditional seasonal buildups in the Consumer Services business and general
business growth, partially offset by the collection of short term notes
receivable from specific financing projects.
The increase in inventories is a result of normal business growth. Prepaid
expenses and other assets have increased from the prior year primarily due to
strong growth at American Home Shield, where initial direct contract costs are
capitalized and expensed over the life of the service contract.
8
<PAGE>
Property and equipment increased slightly due to general business growth. The
Partnership has no material capital commitments at this time. Notes receivable,
long-term securities and other assets increased from year end reflecting larger
investment balances at American Home Shield, and to a lesser degree, non-compete
agreements entered into as part of recent acquisitions.
Accounts payable and other liabilities increased from the prior year level due
to general business growth and the effects of acquisitions. Deferred revenues
increased primarily as a result of strong growth in warranty contracts written
at American Home Shield.
The Partnership completed a $125 million private placement of debt during the
third quarter at an overall effective interest rate of 7.4%, with the proceeds
used to refinance floating rate bank debt that was previously outstanding.
The Partnership is a party to a number of long-term debt agreements which
require it to maintain compliance with certain financial covenants, including
limitations on indebtedness, restricted payments, fixed charge coverage ratios
and net worth. The Partnership is in compliance with the covenants related to
these debt agreements.
Total shareholders' equity increased to $787 million in 1996 from $747 million
at December 31, 1995, reflecting strong earnings offset in part by distributions
and treasury share purchases. In December, 1995, the Board of Directors of the
Partnership authorized the repurchase of up to $150 million of outstanding
Partnership shares in the open market or in privately-negotiated transactions.
As of September 30, 1996, approximately $89 million of the total amount
authorized had not yet been expended.
Cash distributions paid directly to shareholders totalled $70 million ($.49 per
share) for the nine months ended September 30, 1996, in comparison to $56
million ($.47 1/3 per share) in 1995. This reflects the increase in the
authorized payments per share announced last December (a 4% increase for the
year as a whole) as well as the higher number of shares outstanding.
Distributions of $36 million were also made to the shareholder trust. This
increase was virtually offset by a reduction in distributions to minority
interest holders, which resulted from the December 1995 repurchase of the
minority ownership interest in the partnership's Consumer Services subsidiary.
9
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<TABLE>
<CAPTION>
Part II. OTHER INFORMATION
SERVICEMASTER LIMITED PARTNERSHIP
Exhibit 11
EXHIBIT REGARDING DETAIL OF INCOME PER SHARE COMPUTATION
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
---------- -------- --------- ---------
<S> <C> <C> <C> <C>
Shares used for computing
primary earnings per share--
Shares outstanding on weighted
average basis...................................... 140,712 115,778 141,019 115,943
Equivalent shares--
Options and subscriptions outstanding.............. 3,780 3,612 3,510 3,030
---------- --------- --------- ---------
Weighted average and
equivalent shares for primary calculation.......... 144,492 119,390 144,529 118,973
========== ========= ========= ========
Primary earnings per share........................... $ .48 $ .40 $ 1.25 $ 1.07
====== ====== ======= ======
Net income........................................... $ 68,800 $ 47,750 $ 180,577 $ 126,790
Interest on convertible debentures................... 465 479 1,403 1,429
---------- --------- --------- ----------
Net income for fully diluted calculation............. $ 69,265 $ 48,229 $ 181,980 $ 128,219
========== ========= ========== ==========
Shares used for computing fully
diluted earnings per share--
Shares outstanding................................... 144,792 119,481 145,099 119,646
Equivalent shares--
Shares issuable upon conversion of
convertible debentures............................. 2,418 2,453 2,418 2,453
---------- --------- --------- ---------
Weighted average and equivalent shares
for fully diluted calculation...................... 147,210 121,934 147,517 122,099
========== ========= ======== =========
Fully diluted earnings per share..................... $ .47 $ .40 $ 1.23 $ 1.05
===== ====== ====== ======
All share and per share data have been restated to reflect the three-for-two
share split declared May 3, 1996 and paid to shareholders of record as of June
10, 1996.
</TABLE>
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 13, 1996
SERVICEMASTER LIMITED PARTNERSHIP
(Registrant)
By: /s/Ernest J. Mrozek
------------------------------
Ernest J. Mrozek
Senior Vice President and Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 46,147
<SECURITIES> 39,833
<RECEIVABLES> 310,666
<ALLOWANCES> 27,158
<INVENTORY> 44,449
<CURRENT-ASSETS> 492,874
<PP&E> 321,134
<DEPRECIATION> 169,186
<TOTAL-ASSETS> 1,828,436
<CURRENT-LIABILITIES> 402,249
<BONDS> 501,140
0
0
<COMMON> 0
<OTHER-SE> 786,521
<TOTAL-LIABILITY-AND-EQUITY> 1,828,436
<SALES> 0
<TOTAL-REVENUES> 2,584,457
<CGS> 0
<TOTAL-COSTS> 2,001,709
<OTHER-EXPENSES> 367,470
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,658
<INCOME-PRETAX> 185,864
<INCOME-TAX> 5,287
<INCOME-CONTINUING> 180,577
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 180,577
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.23
</TABLE>
