<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the Period ended June 19, 1999.
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 0-600
ROADWAY EXPRESS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-0492670
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
1077 Gorge Boulevard, Akron, OH 44310
- ------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 384-1717
----------------
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 ___ .
The number of shares of common stock ($.01 par value) outstanding as of July 17,
1999 was 19,388,714.
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROADWAY EXPRESS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
June 19, 1999 December 31, 1998
----------------------------------------------------------------------
(in thousands, except share data)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 76,495 $ 60,232
Accounts receivable, net 267,044 280,170
Other current assets 18,160 18,978
----------------------------------------------------------------------
Total current assets 361,699 359,380
Carrier operating property, at cost 1,337,007 1,341,496
Less allowance for depreciation 971,402 984,380
----------------------------------------------------------------------
Net carrier operating property 365,605 357,116
Goodwill, net 8,506 8,382
Deferred income taxes 33,740 23,955
----------------------------------------------------------------------
Total assets $ 769,550 $ 748,833
======================================================================
Liabilities and shareholders' equity
Current liabilities
Accounts payable $ 167,599 $ 177,641
Salaries and wages 116,492 103,723
Other current liabilities 47,362 47,249
----------------------------------------------------------------------
Total current liabilities 331,453 328,613
Long-term liabilities
Casualty claims payable 51,550 51,812
Future equipment repairs 12,925 14,708
Accrued pension and retiree medical 111,051 104,091
----------------------------------------------------------------------
Total long-term liabilities 175,526 170,611
Shareholders' equity
Common Stock - $.01 par value
Authorized - 100,000,000 shares
Issued - 20,556,714 shares 206 206
Other shareholders' equity 262,365 249,403
----------------------------------------------------------------------
Total shareholders' equity 262,571 249,609
----------------------------------------------------------------------
Total liabilities and shareholders' equity $ 769,550 $ 748,833
======================================================================
</TABLE>
Note: The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
1
<PAGE> 3
ROADWAY EXPRESS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Twelve Weeks Ended
(Second Quarter)
June 19, 1999 June 20, 1998
----------------------------------------------------
(in thousands, except per share data)
<S> <C> <C>
Revenue $ 621,122 $ 609,352
Operating expenses:
Salaries, wages and benefits 400,524 397,748
Operating supplies and expenses 105,242 103,883
Purchased transportation 61,789 58,089
Operating taxes and licenses 17,483 18,098
Insurance and claims expense 12,843 13,405
Provision for depreciation 10,228 9,512
Net loss (gain) on disposal of operating property 232 (461)
----------------------------------------------------
Total operating expenses 608,341 600,274
----------------------------------------------------
Operating income 12,781 9,078
Other income, net 594 178
----------------------------------------------------
Income before income taxes 13,375 9,256
Provision for income taxes 5,751 3,949
----------------------------------------------------
Net income $ 7,624 5,307
====================================================
Earnings per share - basic $ 0.41 $ 0.26
Earnings per share - diluted $ 0.40 $ 0.27
Average shares outstanding - basic 18,831 20,110
Average shares outstanding - diluted 19,101 20,352
Dividends declared per share $ 0.05 $ 0.05
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 4
ROADWAY EXPRESS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Twenty-four Weeks Ended
(Two Quarters)
June 19, 1999 June 20, 1998
----------------------------------------------------
(in thousands, except per share data)
<S> <C> <C>
Revenue $ 1,226,400 $ 1,231,015
Operating expenses:
Salaries, wages and benefits 795,854 798,231
Operating supplies and expenses 203,159 214,085
Purchased transportation 120,123 115,126
Operating taxes and licenses 35,621 37,451
Insurance and claims expense 25,945 28,383
Provision for depreciation 19,567 19,407
Net (gain) on disposal of operating property (122) (1,570)
----------------------------------------------------
Total operating expenses 1,200,147 1,211,113
----------------------------------------------------
Operating income 26,253 19,902
Other income, net 1,049 880
----------------------------------------------------
Income before income taxes 27,302 20,782
Provision for income taxes 11,739 8,866
----------------------------------------------------
Net income 15,563 11,916
====================================================
Net income per share - basic $ 0.83 $ 0.59
Net income per share - diluted $ 0.82 $ 0.59
Average shares outstanding - basic 18,829 20,109
Average shares outstanding - diluted 19,075 20,344
Dividends declared per share $ 0.10 $ 0.10
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 5
ROADWAY EXPRESS, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Twenty-four Weeks Ended
(Two Quarters)
June 19, 1999 June 20, 1998
----------------------------------------------------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 15,563 $ 11,916
Depreciation and amortization 19,443 19,840
Other operating adjustments 11,090 15,119
----------------------------------------------------
Net cash provided by operating activities 46,096 46,875
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of carrier operating property (31,893) (19,761)
Sales of carrier operating property 3,959 6,038
----------------------------------------------------
Net cash used by investing activities (27,934) (13,723)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (1,926) (2,053)
Issuance of treasury shares 27 4,528
----------------------------------------------------
Net cash (used) provided from financing activities (1,899) 2,475
Net increase in cash and cash equivalents 16,263 35,627
Cash and cash equivalents at beginning of period 60,232 58,505
----------------------------------------------------
Cash and cash equivalents at end of period $ 76,495 $ 94,132
====================================================
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 6
Roadway Express, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Note A--Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the twelve weeks ending June 19, 1999 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the registrant's annual
report on Form 10-K for the year ended December 31, 1998.
Note B--Accounting Period
The registrant operates on 13 four-week accounting periods with 12 weeks in each
of the first three quarters and 16 weeks in the fourth quarter.
Note C--Earnings per Share
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-four Weeks Ended
(Second Quarter) (Two Quarters)
June 19, 1999 June 20, 1998 June 19, 1999 June 20, 1998
------------------------------------------------------------------------------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Net income $ 7,624 $ 5,307 $ 15,563 $ 11,916
==============================================================================
Weighted-average shares for
basic earnings per share 18,831 20,110 18,829 20,109
Management incentive stock plans 270 242 246 235
------------------------------------------------------------------------------
Weighted-average shares for
diluted earnings per share 19,101 20,352 19,075 20,344
==============================================================================
Earnings per share - basic $ 0.41 $ 0.26 $ 0.83 $ 0.59
Earnings per share - diluted $ 0.40 $ 0.27 $ 0.82 $ 0.59
</TABLE>
5
<PAGE> 7
Note D--Comprehensive Income
Comprehensive income differs from net income due to foreign currency translation
adjustments as shown below:
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-four Weeks Ended
(Second Quarter) (Two Quarters)
June 19, 1999 June 20, 1998 June 19, 1999 June 20, 1998
------------------ ----------------- ------------------ --------------------
(in thousands)
<S> <C> <C> <C> <C>
Net income $ 7,624 $ 5,307 $ 15,563 $ 11,916
Foreign currency translation
adjustments 529 (523) 1,126 (567)
-----------------------------------------------------------------------------
Comprehensive income $ 8,153 $ 4,784 $ 16,689 $ 11,349
=============================================================================
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company had net income of $7.6 million or $0.40 per share (diluted), for the
second quarter ended June 19, 1999, compared to income of $5.3 million, or $0.27
per share (diluted) in the same quarter last year, an increase of 43.7%.
Revenues were $621.1 million in the current quarter, a 1.9% increase from second
quarter 1998.
Tonnage was down 0.6% in the current quarter compared to the prior year quarter.
Less-than-truckload (LTL) tons were up 0.2% and truckload tons were down 3.7%.
Net revenue per ton increased 2.5% compared to the same quarter last year. This
increase is lower than the increase in the underlying freight rates, as the
average shipment size increased by 1.2% and the average length of haul decreased
slightly, effectively reducing revenue per ton. These changes in the shipment
characteristics reflect the strategic direction of the Company relative to
freight mix and regional service offerings.
Operating expenses per ton were up 2.0% compared to the second quarter of 1998.
Salaries, wages, and benefits increased 1.3% per ton, reflecting the terms of
the Teamster contract, increased costs associated with Company sponsored health
and pension benefits, and variable compensation related to Company performance.
Dock wages declined 1.9% per ton due to improved productivity impacted by the
changing freight mix. The increased use of railroads led to a 7.0% increase in
purchased transportation expense per ton. The portion of linehaul miles
utilizing rail was 28.0% in the second quarter of 1999 versus 24.8% during the
second quarter of 1998. Operating supplies and expenses increased 1.9% per ton
due to the increased use of long term tractor and trailer leases and higher fuel
costs, offset by a decrease in the cost of purchased information systems
services. Insurance and claims expense decreased 3.6% per ton, which reflects
reductions in cargo loss and damage claims. Increased depreciation charges
related to recent purchases of computer equipment were partially offset as
revenue equipment becomes fully depreciated and the Company increases its use of
leased equipment.
The tax rate for the second quarter of 1999 and 1998 differs from the Federal
statutory rate due to the impact of state taxes, taxes on foreign operations,
and non-deductible operating expenses.
At the end of the quarter, cash and marketable securities amounted to $76.5
million, a $16.3 million increase from year-end 1998. Cash flow from operations
has been sufficient to meet working capital needs.
The Company is taking actions to improve operating margins, such as cost
controls, sales and marketing initiatives, working with specific customers to
improve the yield on freight, and changing the freight mix as noted above.
6
<PAGE> 8
Roadway has plans in place that will ensure the ability to process transactions
in the year 2000. The final part of these plans includes a full system
integration test of all identified mission-critical systems in July and August
of 1999. Any systems vital to moving freight, paying employees, or doing
business with customers have been deemed mission-critical. As of June 1, 1999,
the Company has successfully completed its plans to remediate all
mission-critical systems. This completes the largest and most essential portion
of the project. A new compliant accounts receivable system is being tested by
users, will be included in the August 1999 system integration tests, and will be
in use in September 1999. A new maintenance management system, which is
compliant, is under development and is expected to be in use in October 1999.
Contingency plans for the maintenance management system are being prepared
should they be needed. New, compliant desktop equipment will continue to be
implemented through September 1999. There have been no material impacts due to
delays in other Information Systems projects.
Letters were sent to key vendors and suppliers requesting information regarding
their compliance plans. Targeted vendors included utilities, computer suppliers,
fuel suppliers, railroads, interlines, ocean carriers, and banks. Most have
indicated compliance or satisfactory plans for compliance. For those who have
not, alternate vendors and suppliers are being identified. Many customers have
requested Roadway's compliance plans, and all inquiries have been fulfilled.
Roadway's internal EDI system is Year 2000 compliant. The Company will continue
testing with customers who choose to convert their systems through the end of
1999, as customer needs dictate. If a customer chooses to remain on a previous
version, which uses the current YYMMDD format, Roadway will not force an
upgrade. Our internal systems that receive and send EDI data are able to handle
either format.
The Company's most likely worst case scenario is a localized utility outage,
which would affect a portion of the operations, including the ability to
effectively plan equipment and human resource needs, the result being an
increased potential for service delays. The Company's contingency plan's
assessment and preparation phase includes action items that anticipate and
mitigate the impact of these risks. Roadway's approach to contingency planning
is to prepare employees to quickly and effectively address any failure that may
occur, rather than attempting to pre-identify every specific failure that may
occur. The corporate office and all field locations will have individual
contingency plans to ensure a seamless transition into the new millennium. These
contingency plans are comprised of four phases and are proactive in nature. The
four phases are:
1. Pre-millennium rollover assessment and preparation (April 1999 -
December 31, 1999) consists of vendor and equipment assessments
and alternative plans, task list development, and deployment of
pre-event action items.
2. Post-millennium rollover site check and assessment (January 1,
2000) consists of staff at each location checking the location
and assessing the impact of any failures.
3. Post-millennium rollover assessment reporting and communications
(January 2, 2000) consists of each location reporting on its
status. These individual reports will be compiled into an overall
corporate status report and will be disseminated to the executive
officers for external notifications.
4. Post-millennium rollover failure remediation (January 1, 2000)
consists of on-site remediation teams prepared to immediately
address any problems encountered.
Roadway's Year 2000 compliance cost is projected to use approximately 10.7% of
the total Information Technology budget in 1999. The Year 2000 project is
financed from operating cash flow and all phases have been budgeted. Total costs
during 1997, 1998, and 1999 to bring the internal systems into compliance are
estimated at $7.6 million in capital expenditures and $6.8 million in expense.
Through the second quarter of 1999, the actual expenditures have been $3.3
million in capital and $5.8 million in expense.
The portions of narrative set forth in this discussion that are not historical
in nature are forward-looking statements. The Company's actual future
performance and operating and financial results may differ from those described
in the forward-looking statements as a result of a variety of factors that,
besides those mentioned, include the condition of the industry and the economy,
labor relations, and the success of the Company's operating plans.
7
<PAGE> 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not hold any market risk sensitive instruments for trading
purposes. The Company's primary market risks include fluctuations in interest
rates, currency exchange rates, and fuel prices.
The Company's earnings are affected by changes in interest rates related to its
trailer leases. During 1998, the Company entered into interest rate swap
agreements with major commercial banks to fix the interest rate of its trailer
leases from previous variable interest rates. The value of the leases upon which
the payments are based was not changed. The agreements, which expire from 2002
to 2004, fix the Company's interest costs at rates varying from 6.07% to 7.12%
on leases valued at $43.2 million. An interest rate variation of 1% would have
no material impact on the Company.
Roadway may incur economic losses due to adverse changes in foreign currency
exchange rates, primarily with fluctuations in the Canadian dollar and Mexican
peso. An instantaneous 10% adverse change in foreign currency exchange rates
would have no material impact on future cash flows of the Company.
An increase in fuel prices would be mitigated by fuel purchase contracts in
place throughout 1999, which protect the Company from a significant portion of
the exposure. In addition, a variable rate fuel surcharge, which is assessed by
Roadway when the national average price of diesel fuel exceeds $1.10 per gallon,
was reinstated on July 6, 1999.
8
<PAGE> 10
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On July 16, 1999, the Board of Directors declared a cash dividend of $0.05 per
share on the Company's common stock payable on September 7, 1999, to
shareholders of record on August 20, 1999.
The Board also elected William W. Michael, 36, to the position of Vice President
- - Marketing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No.
- -----------
10.27 Operating lease agreement between Roadway Express, Inc. and
ICX Corporation.
27 Financial Data Schedule.
List of the Current Reports on Form 8-K which were filed during the current
quarter--none.
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.
ROADWAY EXPRESS, INC.
Date: July 30, 1999 By: /s/ J. Dawson Cunningham
------------- ---------------------------
J. Dawson Cunningham, Executive Vice President,
Chief Financial Officer, and Treasurer
Date: July 30, 1999 By: /s/ John G. Coleman
------------- ----------------------
John G. Coleman, Controller
9
<PAGE> 1
EXHIBIT 10.27
MASTER LEASE AGREEMENT
Dated as of May 10, 1999 ("Agreement")
THIS AGREEMENT, is between ICX Corporation, its successors and
permitted assignees, if any, ("Lessor") and Roadway Express, Inc. ("Lessee").
Lessor has an office at 3 Summit Park Drive, Suite 200, Cleveland, OH 44131.
Lessee is a corporation organized and existing under the laws of the State of
Delaware. Lessee's mailing address and chief place of business is 1077 Gorge
Blvd., Akron, OH 44310. This Agreement contains the general terms that apply to
the leasing of Equipment from Lessor to Lessee. Additional terms that apply to
the Equipment (term, rent, options, etc.) shall be contained on a schedule
("Schedule"). A form of the Schedule is attached.
1. LEASING
(a) Lessor agrees to lease to Lessee, and Lessee agrees to lease from
Lessor the equipment ("Equipment") described in any Schedule signed by both
parties.
(b) Lessor shall purchase Equipment from the manufacturer or supplier
("Supplier") and lease it to Lessee when Lessor receives (i) a Schedule for the
Equipment, (ii) evidence of insurance which complies with the requirements of
Section 9, and (iii) such other documents as Lessor may reasonably request. Each
of the documents required above must be in form and substance satisfactory to
Lessor. Lessor hereby appoints Lessee its agent for inspection and acceptance of
the Equipment from the Supplier. Once the Schedule is signed, the Lessee may not
cancel the Schedule.
2. TERM, RENT AND PAYMENT
(a) The rent payable for the Equipment and Lessee's right to use the
Equipment shall begin on the earlier of (i) the date when the Lessee signs the
Schedule and accepts the Equipment or (ii) when Lessee has accepted the
Equipment under a Certificate of Acceptance ("Lease Commencement Date"). The
term of this Agreement shall be the period specified in the applicable Schedule.
The word "term" shall include all basic and any renewal terms.
(b) Lessee shall pay rent to Lessor at its address stated above, except
as otherwise directed by Lessor. Rent payments shall be in the amount set forth
in, and due as stated in the applicable Schedule. If any Advance Rent (as stated
in the Schedule) is payable, it shall be due when the Lessee signs the Schedule.
Advance Rent shall be applied to the first rent payment and the balance, if any,
to the final rent payment(s) under such Schedule. In no event shall any Advance
Rent or any other rent payments be refunded to Lessee. If rent is not paid
within ten (10) days of its due date, Lessee agrees to pay a late charge of one
cent ($.01) per dollar on, and in addition to, the amount of such rent but not
exceeding the lawful maximum, if any.
<PAGE> 2
(c) Lessor shall not disturb Lessee's quiet enjoyment of the Equipment
during the term of the Agreement unless a default has occurred and is continuing
under this Agreement.
3. [Intentionally omitted]
4. [Intentionally omitted]
5. REPORTS
(a) If any tax or other lien shall attach to any Equipment, Lessee will
notify Lessor in writing, within ten (10) days after Lessee becomes aware of the
tax or lien. The notice shall include the full particulars of the tax or lien
and the location of such Equipment on the date of the notice.
(b) Lessee will deliver to Lessor, Lessee's complete financial
statements, certified by a recognized firm of certified public accountants
within ninety (90) days of the close of each fiscal year of Lessee. Lessee will
deliver to Lessor copies of Lessee's quarterly financial report certified by the
chief financial officer of Lessee, within ninety (90) days of the close of each
fiscal quarter of Lessee. Lessee will deliver to Lessor all Forms 10-K and 10-Q,
if any, filed with the Securities and Exchange Commission within thirty (30)
days after the date on which they are filed.
(c) Lessor may inspect any Equipment during normal business hours after
giving Lessee reasonable prior notice.
(d) Lessee will keep the Equipment at the Equipment Location (specified
in the applicable Schedule) and will give Lessor prior written notice of any
relocation of Equipment. If Lessor asks, Lessee will promptly notify Lessor in
writing of the location of any Equipment.
(e) If any Equipment is lost or damaged (where the estimated repair
costs would exceed thirty thousand and 00/100 dollars ($30,000)), or is
otherwise involved in an accident causing personal injury or property damage,
Lessee will promptly and fully report the event to Lessor in writing.
6. DELIVERY, USE AND OPERATION
(a) All Equipment shall be shipped directly from the Supplier to
Lessee.
(b) Lessee agrees that the Equipment will be used by Lessee solely in
the conduct of its business and in a manner complying with all applicable laws,
regulations and insurance policies and Lessee shall not discontinue use of the
Equipment.
<PAGE> 3
(c) Lessee will not move any equipment from the location specified on
the Schedule, without the prior written consent of Lessor.
(d) Lessee will keep the Equipment free and clear of all liens and
encumbrances other than those which result from acts of Lessor.
7. MAINTENANCE
(a) Lessee will, at its sole expense, maintain each unit of Equipment
in good operating order and repair, normal wear and tear excepted. The Lessee
shall also maintain the Equipment in accordance with manufacturer's
recommendations. Lessee shall make all alterations or modifications required to
comply with any applicable law, rule or regulation during the term of this
Agreement. In the event of a default hereunder, if Lessor requests, Lessee shall
affix plates, tags or other identifying labels showing ownership thereof by
Lessor.
(b) Lessee will not attach or install anything on any Equipment that
will impair the originally intended function or use of such Equipment without
the prior consent of Lessor. All additions, parts, supplies, accessories, and
equipment ("Additions") furnished or attached to any Equipment that are not
readily removable shall become the property of Lessor. All Additions shall be
made only in compliance with applicable law. Lessee will not attach or install
any Equipment to or in any other personal or real property without the prior
written consent of Lessor.
8. STIPULATED LOSS VALUE
If for any reason any unit of Equipment becomes worn out, lost, stolen,
destroyed, irreparably damaged or unusable ("Casualty Occurrences") Lessee shall
promptly and fully notify Lessor in writing. Lessee shall pay Lessor the sum of
(x) the Stipulated Loss Value (see Schedule) of the affected unit determined as
of the rent payment date succeeding the Casualty Occurrence; and (y) all rent
and other amounts which are then due under this Agreement on the Payment Date
(defined below) for the affected unit. The Payment Date shall be the next rent
payment date after the Casualty Occurrence. Upon payment of all sums due
hereunder, the term of this lease as to such unit shall terminate.
9. INSURANCE
(a) Lessee shall bear the entire risk of any loss, theft, damage to, or
destruction of, any unit of Equipment from any cause whatsoever from the time
the Equipment is shipped to Lessee.
(b) Lessee agrees, at its own expense, to keep all Equipment insured
for such amounts and against such hazards as Lessor may reasonably require. All
such policies shall be with companies, and on terms, reasonably satisfactory to
Lessor. The insurance shall include coverage for damage to or loss of the
Equipment, liability for personal
<PAGE> 4
injuries, death or property damage. Lessor shall be named as additional insured
with a loss payable clause in favor of Lessor, as its interest may appear,
irrespective of any breach of warranty or other act or omission of Lessee. The
insurance shall provide for liability coverage in an amount equal to at least
ONE MILLION U.S. DOLLARS ($1,000,000.00) total liability per occurrence, unless
otherwise stated in any Schedule. The casualty/property damage coverage shall be
in an amount equal to the higher of the Stipulated Loss Value or the full
replacement cost of the Equipment. No insurance shall be subject to any
co-insurance clause. The insurance policies may not be altered or canceled by
the insurer until after thirty (30) days written notice to Lessor. Lessee agrees
to deliver to Lessor evidence of insurance reasonably satisfactory to Lessor.
(c) Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make
proof of loss and claim for insurance, and to make adjustments with insurers and
to receive payment of and execute or endorse all documents, checks or drafts in
connection with insurance payments. Lessor shall not act as Lessee's
attorney-in-fact unless Lessee is in default. Lessee shall pay any reasonable
expenses of Lessor in adjusting or collecting insurance. Lessee will not make
adjustments with insurers except with respect to claims for damage to any unit
of Equipment where the repair costs exceed the greater of ten percent (10%) of
the original Equipment cost or ten thousand and 00/100 dollars ($10,000). Lessor
may, at its option, apply proceeds of insurance, in whole or in part, to (i)
repair or replace Equipment or any portion thereof, or (ii) satisfy any
obligation of Lessee to Lessor under this Agreement. In the event of a total
loss of a unit of Equipment, upon payment of all sums due hereunder, the term of
this lease as to such unit shall terminate and Lessee shall be entitled to
recover possession of such unit.
10. RETURN OF EQUIPMENT
(a) At the expiration or termination of this Agreement or any Schedule,
Lessee shall perform any repairs required to place the units of Equipment in the
same condition and appearance as when received by Lessee (reasonable wear and
tear excepted) and in good working order for the original intended purpose of
the Equipment. If required the units of Equipment shall be deinstalled,
disassembled and crated by an authorized manufacturer's representative or such
other service person as is reasonably satisfactory to Lessor. Lessee shall
remove installed markings that are not necessary for the operation, maintenance
or repair of the Equipment. All Equipment will be cleaned, cosmetically
acceptable, and in such condition as to be immediately installed into use in a
similar environment for which the Equipment was originally intended to be used.
All waste material and fluid must be removed from the Equipment and disposed of
in accordance with then current waste disposal laws. Lessee shall return the
units of Equipment to a location within the continental United States as Lessor
shall direct. Lessee shall obtain and pay for a policy of transit insurance for
the redelivery period in an amount equal to the replacement value of the
Equipment. The transit insurance must name Lessor as the loss payee. The Lessee
shall pay for all costs to comply with this section (a).
<PAGE> 5
(b) Until Lessee has fully complied with the requirements of Section
10(a) above, Lessee's rent payment obligation and all other obligations under
this Agreement shall continue from month to month notwithstanding any expiration
or termination of the lease term. Upon ninety (90) days prior written notice to
Lessor, Lessee may elect to continue leasing the units on a short-term basis for
a period not to exceed ninety (90) days from the end of the lease (the "Short
Term Renewal"). The monthly lease rate factor will be based upon the then fair
market value. The first post termination rental in advance hereunder is due
thirty (30) days from Lease Expiration. Upon expiration of the initial lease
term or the Short Term Renewal, if any, the lease shall renew on a
month-to-month basis at the monthly rental last due prior to such expiration
until terminated by either party upon not less than ninety (90) days prior
written notice.
(c) Lessee shall provide to Lessor a detailed inventory of all
components of the Equipment including model and serial numbers. Lessee shall
also provide an up-to-date copy of all other documentation pertaining to the
Equipment. All service manuals, blue prints, process flow diagrams, operating
manuals, inventory and maintenance records shall be available to Lessor at least
ninety (90) days and not more than one hundred twenty (120) days prior to lease
termination.
(d) Lessee shall make the Equipment available for on-site operational
inspections by potential purchasers at least one hundred twenty (120) days prior
to and continuing up to lease termination. Lessor shall provide Lessee with
reasonable notice prior to any inspection. Lessee shall provide personnel, power
and other requirements necessary to demonstrate electrical, hydraulic and
mechanical systems for each item of Equipment.
11. DEFAULT AND REMEDIES
(a) Lessor may in writing declare this Agreement in default if: (1)
Lessee breaches its obligation to pay rent or any other sum when due and fails
to cure the breach within ten (10) days; (2) Lessee breaches any of its
insurance obligations under Section 9; (3) Lessee breaches any of its other
obligations and fails to cure that breach within thirty (30) days after written
notice from Lessor; (4) any representation or warranty made by Lessee in
connection with this Agreement shall be false or misleading in any material
respect; (5) Lessee becomes insolvent or ceases to do business as a going
concern; (6) any Equipment is illegally used; (7) Lessee breaches any covenant
set forth in the Tax Indemnity Agreement dated as of May 10, 1999, between
Lessee and Lessor, and such breach is not cured within thirty (30) days of
Lessee's receipt of written notice of such breach; or (8) a petition is filed by
or against Lessee or any Guarantor of Lessee's obligations to Lessor under any
bankruptcy or insolvency laws and in the event of an involuntary petition, the
petition is not dismissed within forty-five (45) days of the filing date.
(b) After a default, at the request of Lessor, Lessee shall comply with
the provisions of Section 10(a). Lessee hereby authorizes Lessor to peacefully
enter any premises where any Equipment may be and take possession of the
Equipment. Lessee
<PAGE> 6
shall immediately pay to Lessor without further demand as liquidated damages for
loss of a bargain and not as a penalty, the Stipulated Loss Value of the
Equipment (calculated as of the rent date next preceding the declaration of
default), and all rents and other sums then due under this Agreement and all
Schedules. Lessor may terminate this Agreement as to any or all of the
Equipment. A termination shall occur only upon written notice by Lessor to
Lessee and only as to the units of Equipment specified in any such notice.
Lessor may, but shall not be required to, sell Equipment at private or public
sale, in bulk or in parcels, with or without notice, and without having the
Equipment present at the place of sale. Lessor may also, but shall not be
required to, lease, otherwise dispose of or keep idle all or part of the
Equipment. Lessor may use Lessee's premises for a reasonable period of time for
any or all of the purposes stated above without liability for rent, costs,
damages or otherwise. The proceeds of sale, lease or other disposition, if any,
shall be applied in the following order of priorities: (1) to pay all of
Lessor's costs, charges and expenses incurred in taking, removing, holding,
repairing and selling, leasing or otherwise disposing of Equipment; then, (2) to
the extent not previously paid by Lessee, to pay Lessor all sums due from Lessee
under this Agreement; then (3) to reimburse to Lessee any sums previously paid
by Lessee as liquidated damages; and (4) any surplus shall be retained by
Lessor. Lessee shall immediately pay any deficiency in (1) and (2) above.
(c) The foregoing remedies are cumulative, and any or all thereof may
be exercised instead of or in addition to each other or any remedies at law, in
equity, or under statute. Lessee waives notice of sale or other disposition (and
the time and place thereof), and the manner and place of any advertising. Lessee
shall pay Lessor's actual attorney's fees incurred in connection with the
enforcement, assertion, defense or preservation of Lessor's rights and remedies
under this Agreement, or if prohibited by law, such lesser sum as may be
permitted. Waiver of any default shall not be a waiver of any other or
subsequent default.
12. ASSIGNMENT: LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR SUBLET ANY
EQUIPMENT OR THE INTEREST OF LESSEE IN THE EQUIPMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR. Lessor may, without the consent of Lessee, assign this
Agreement or any Schedule as collateral security in order to finance the
transaction. Lessor may also so assign this Agreement or any Schedule and sell
the Equipment to another party with the prior consent of Lessee. Lessee agrees
that if Lessee receives written notice of an assignment from Lessor, Lessee will
pay all rent and all other amounts payable under any assigned Schedule to such
assignee or as instructed by Lessor. Lessee also agrees to confirm in writing
receipt of this notice of assignment as may be reasonably requested by assignee.
Lessee hereby waives and agrees not to assert against any such assignee any
defense, set-off, recoupment claim or counterclaim which Lessee has or may at
any time have against Lessor for any reason whatsoever (but Lessee specifically
retains the right to assert any such claim directly against Lessor).
13. NET LEASE: Lessee is unconditionally obligated to pay all rent and other
amounts due for the entire lease term no matter what happens, even if the
Equipment is
<PAGE> 7
damaged or destroyed, if it is defective or if Lessee no longer can use it,
except as provided in Section 8. Lessee is not entitled to reduce or set-off
against rent or other amounts due to Lessor or to anyone to whom Lessor assigns
this Agreement or any Schedule whether Lessee's claim arises out of this
Agreement, any Schedule, any statement by Lessor, Lessor's liability or any
manufacturer's liability, strict liability, negligence or otherwise.
14. INDEMNIFICATION: Lessee hereby agrees to indemnify Lessor, its agents,
employees, successors and assigns (on an after tax basis) from and against any
and all losses, damages, penalties, injuries, claims, actions and suits,
including legal expenses, of whatsoever kind and nature arising out of or
relating to the Equipment or this Agreement, except to the extent the losses,
damages, penalties, injuries, claims, actions, suits or expenses result from
Lessor's gross negligence or willful misconduct ("Claims"). This indemnity shall
include, but is not limited to, Lessor's strict liability in tort and Claims,
arising out of (i) the selection, manufacture, purchase, acceptance or rejection
of Equipment, the ownership of Equipment during the term of this Agreement, and
the delivery, lease, possession, maintenance, uses, condition, return or
operation of Equipment (including, without limitation, latent and other defects,
whether or not discoverable by Lessor or Lessee and any claim for patent,
trademark or copyright infringement or environmental damage) or (ii) the
condition of Equipment sold or disposed of after use by Lessee, any sublessee or
employees of Lessee. Lessee shall, upon request, defend any actions based on, or
arising out of, any of the foregoing.
15. DISCLAIMER: LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT
ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS
NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS,
QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE,
USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE.
All such risks, as between Lessor and Lessee, are to be borne by Lessee. Without
limiting the foregoing, Lessor shall have no responsibility or liability to
Lessee or any other person with respect to any of the following (1) any
liability, loss or damage caused or alleged to be caused directly or indirectly
by any Equipment, any inadequacy thereof, any deficiency or defect (latent or
otherwise) of the Equipment, or any other circumstance in connection with the
Equipment; (2) the use, operation or performance of any Equipment or any risks
relating to it; (3) any interruption of service, loss of business or anticipated
profits or consequential damages; or (4) the delivery, operation, servicing,
maintenance, repair, improvement or replacement of any Equipment. If, and so
long as, no default exists under this Lease, Lessee shall be, and hereby is,
authorized during the term of this Lease to assert and enforce whatever claims
and rights Lessor may have against any Supplier of the
<PAGE> 8
Equipment at Lessee's sole cost and expense, in the name of and for the account
of Lessor and/or Lessee, as their interests may appear.
16. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee makes each of the following
representations and warranties to Lessor on the date hereof and on the date of
execution of each Schedule.
(a) Lessee has adequate power and capacity to enter into, and perform
under, this Agreement and all related documents (together, the "Documents").
Lessee is duly qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is or is to be located.
(b) The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
(c) No approval, consent or withholding of objections is required from
any governmental authority or entity with respect to the entry into or
performance by Lessee of the Documents except such as have already been
obtained.
(d) The entry into and performance by Lessee of the Documents will not:
(i) violate any judgment, order, law or regulation applicable to Lessee or any
provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in
any breach of, constitute a default under or result in the creation of any lien,
charge, security interest or other encumbrance upon any Equipment pursuant to
any indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument (other than this Agreement) to which Lessee is a party.
(e) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Lessee, which if decided against Lessee will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Agreement.
(f) The Equipment accepted under any Certificate of Acceptance is and
will remain tangible personal property.
(g) Each financial statement delivered to Lessor has been prepared in
accordance with generally accepted accounting principles consistently applied.
Since the date of the most recent financial statement, there has been no
material adverse change.
(h) Lessee is and will be at all times validly existing and in good
standing under the laws of the State of its incorporation (specified in the
first paragraph of this Agreement).
(i) The Equipment will at all times be used for commercial or
business purposes.
<PAGE> 9
17. EARLY TERMINATION
(a) On or after the First Termination Date (specified in the
applicable Schedule), Lessee may, so long as no default exists hereunder,
terminate this Agreement as to all (but not less than all) of the Equipment on
such Schedule as of a rent payment date ("Termination Date"). Lessee must give
Lessor at least ninety (90) days prior written notice of the termination.
(b) Lessee shall, and Lessor may, solicit cash bids for the Equipment
on an AS IS, WHERE IS BASIS without recourse to or warranty from Lessor, express
or implied ("AS IS BASIS"). Prior to the Termination Date, Lessee shall (i)
certify to Lessor any bids received by Lessee and (ii) pay to Lessor (A) the
Termination Value (calculated as of the rent due on the Termination Date) for
the Equipment, and (B) all rent and other sums due and unpaid as of the
Termination Date.
(c) If all amounts due hereunder have been paid on the Termination
Date, Lessor shall (i) sell the Equipment on an AS IS BASIS for cash to the
highest bidder and (ii) refund the proceeds of such sale (net of any related
expenses) to Lessee up to the amount of the Termination Value. If such sale is
not consummated, no termination shall occur and Lessor shall refund the
Termination Value (less any expenses incurred by Lessor) to Lessee.
(d) Notwithstanding the foregoing, Lessor may elect by written notice,
at any time prior to the Termination Date, not to sell the Equipment. In that
event, on the Termination Date Lessee shall (i) return the Equipment (in
accordance with Section 10) and (ii) pay to Lessor all amounts required under
Section 17(b) less the amount of the highest bid certified by Lessee to Lessor.
18. PURCHASE OPTION
(a) Lessee may at lease expiration purchase all of the Equipment in any
Schedule on an AS IS BASIS for cash equal to its then Fair Market Value (plus
all applicable sales taxes). Lessee must notify Lessor of its intent to purchase
the Equipment in writing at least one hundred eighty (180) days in advance. If
Lessee is in default or if the Lease has already been terminated Lessee may not
purchase the Equipment.
(b) "Fair Market Value" shall mean the price that a willing buyer (who
is neither a lessee in possession nor a used equipment dealer) would pay for the
Equipment in an arm's-length transaction to a willing seller under no compulsion
to sell. In determining the Fair Market Value the Equipment shall be assumed to
be in the condition in which it is required to be maintained and returned under
this Agreement. If the Equipment is installed it shall be valued on an installed
basis. The costs of removal from the current location shall not be a deduction
from the value of the Equipment. If Lessor and Lessee are unable to agree on the
Fair Market Value at least one hundred thirty-five (135) days before lease
expiration, Lessor shall appoint an independent appraiser
<PAGE> 10
(reasonably acceptable to Lessee) to determine Fair Market Value. The
independent appraiser's determination shall be final, binding and conclusive.
Lessee shall bear all costs associated with any such appraisal.
(c) Lessee shall be deemed to have waived this option unless it
provides Lessor with written notice of its irrevocable election to exercise the
same within fifteen (15) days after Fair Market Value is told to Lessee.
19. MISCELLANEOUS
(a) LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTION,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
(b) The Equipment shall remain Lessor's property unless Lessee
purchases the Equipment from Lessor and until such time Lessee shall only have
the right to use the Equipment as a lessee. Any cancellation or termination by
Lessor of this Agreement, any Schedule, supplement or amendment hereto, or the
lease of any Equipment hereunder shall not release Lessee from any then
outstanding obligations to Lessor hereunder. All Equipment shall at all times
remain personal property of Lessor even though it may be attached to real
property. The Equipment shall not become part of any other property by reason of
any installation in, or attachment to, other real or personal property.
(c) Time is of the essence of this Agreement. Lessor's failure at any
time to require strict performance by Lessee of any of the provisions hereof
shall not waive or diminish Lessor's right at any other time to demand strict
compliance with this Agreement. Lessee agrees, upon Lessor's request, to execute
any instrument necessary or expedient for filing, recording or perfecting the
interest of Lessor. All notices required to be given hereunder shall be deemed
adequately given if sent by registered or certified mail to the addressee at its
address stated herein, or at such other place as such addressee may have
specified in writing. This Agreement and any Schedule and Annexes thereto
constitute the entire agreement of the parties with respect to the subject
matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER
<PAGE> 11
OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
(d) If Lessee does not comply with any provision of this Agreement,
Lessor shall have the right, but shall not be obligated, to effect such
compliance, in whole or in part. All reasonable amounts spent and obligations
incurred or assumed by Lessor in effecting such compliance shall constitute
additional rent due to Lessor. Lessee shall pay the additional rent within five
days after the date Lessor sends notice to Lessee requesting payment. Lessor's
effecting such compliance shall not be a waiver of Lessee's default.
(e) Any rent or other amount not paid to Lessor when due shall bear
interest, from the date until paid, at the lesser of eighteen percent (18%) per
annum or the maximum rate allowed by law. Any provisions in this Agreement and
any Schedule that are in conflict with any statute, law or applicable rule shall
be deemed omitted, modified or altered to conform thereto.
(f) Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no more
than ten percent (10%) within each Schedule to account for equipment change
orders, equipment returns, invoicing errors, and similar matters. Lessee
acknowledges and agrees that the rent shall be adjusted as a result of the
change in the Capitalized Lessor's Cost. Lessor shall send Lessee a written
notice stating the final Capitalized Lessor's Cost, if it has changed.
(g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERENED BY AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF OHIO (WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.
(h) Any cancellation or termination by Lessor, pursuant to the
provision of this Agreement, any Schedule, supplement or amendment hereto, of
the lease of any Equipment hereunder, shall not release Lessee from any then
outstanding obligations to Lessor hereunder.
(i) To the extent that any Schedule would constitute chattel paper, as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction, no security interest therein may be created through the
transfer or possession of this Agreement in and of itself without the transfer
or possession of the original of a Schedule executed pursuant to this Agreement
and incorporating this Agreement by reference; and no security interest in this
Agreement and a Schedule may be created by
<PAGE> 12
the transfer or possession of any counterpart of the Schedule other than the
original thereof, which shall be identified as the document marked "Original"
and all other counterparts shall be marked "Duplicate".
IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
ICX CORPORATION ROADWAY EXPRESS, INC.
By: By:
--------------------------- --------------------------
Name: Name:
------------------------- ------------------------
Title: Title:
------------------------ -----------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROADWAY
EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER
ENDED JUNE 19, 1999 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-19-1999
<CASH> 76,495
<SECURITIES> 0
<RECEIVABLES> 267,044
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 361,699
<PP&E> 1,337,007
<DEPRECIATION> 971,402
<TOTAL-ASSETS> 769,550
<CURRENT-LIABILITIES> 331,453
<BONDS> 0
0
0
<COMMON> 206
<OTHER-SE> 262,365
<TOTAL-LIABILITY-AND-EQUITY> 769,550
<SALES> 0
<TOTAL-REVENUES> 1,226,400
<CGS> 0
<TOTAL-COSTS> 1,200,147
<OTHER-EXPENSES> (1,049)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 27,302
<INCOME-TAX> 11,739
<INCOME-CONTINUING> 15,563
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,563
<EPS-BASIC> 0.83
<EPS-DILUTED> 0.82
</TABLE>
