<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 quarterly period ended March 31, 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: 0-19442
--------------------------
OXFORD HEALTH PLANS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1118515
- ------------------------------- -----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 Connecticut Avenue, Norwalk, Connecticut 06854
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(203) 852-1442
- --------------------------------------------------------------------------------
(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
common stock, as of the latest practicable date. The number of shares of common
stock, par value $.01 per share, outstanding on May 5, 1997 was 78,104,477.
1
<PAGE> 2
OXFORD HEALTH PLANS, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
<S> <C>
Consolidated Balance Sheets at March 31, 1997 and
December 31, 1996 .............................................................. 3
Consolidated Statements of Earnings for the Three Months Ended
March 31, 1997 and 1996 ......................................................... 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1997 and 1996 ................................................... 5
Notes to Condensed Consolidated Financial Statements ............................... 6
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations ....................................................... 7
PART II - OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders ................................ 10
ITEM 5 Other Information .................................................................. 10
ITEM 6 Exhibits and Reports on Form 8-K ................................................... 11
</TABLE>
SIGNATURES
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Mar. 31, Dec. 31,
ASSETS 1997 1996
-------------------------------------
<S> <C> <C>
Current assets: (Unaudited)
Cash and cash equivalents $ 4,280 72,160
Short-term investments - available-for-sale, at market value 786,141 767,312
Premiums receivable 388,228 315,126
Other receivables 23,860 26,343
Prepaid expenses and other current assets 6,893 5,814
Deferred income taxes 14,458 13,771
- ---------------------------------------------------------------------------------------------------------------------------
Total current assets 1,223,860 1,200,526
Property and equipment, at cost, net of accumulated depreciation and
amortization of $81,832 in 1997 and $69,739 in 1996 114,963 104,954
Deferred income taxes 6,520 5,700
Other noncurrent assets 37,372 35,559
- ---------------------------------------------------------------------------------------------------------------------------
Total assets $1,382,715 1,346,739
===========================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Medical costs payable $ 657,825 624,359
Trade accounts payable and accrued expenses 61,851 51,256
Income taxes payable 21,878 9,902
Unearned premiums 1,995 63,052
- ---------------------------------------------------------------------------------------------------------------------------
Total current liabilities 743,549 748,569
- ---------------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock, $.01 par value, authorized 2,000,000 shares - -
Common stock, $.01 par value, authorized 400,000,000
shares; issued and outstanding 78,053,972 in 1997
and 77,376,282 in 1996 781 774
Additional paid-in capital 405,294 391,602
Retained earnings 230,169 195,790
Unrealized net appreciation of investments 2,922 10,004
- ---------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 639,166 598,170
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $1,382,715 1,346,739
===========================================================================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Revenues: 1997 1996
---- ----
<S> <C> <C>
Premiums earned $ 970,115 648,182
Third-party administration, net 3,076 3,182
Investment and other income, net 14,124 6,776
- ---------------------------------------------------------------------------------------------
Total revenues 987,315 658,140
- ---------------------------------------------------------------------------------------------
Expenses:
Health care services 777,736 518,216
Marketing, general and administrative 149,784 106,760
- ---------------------------------------------------------------------------------------------
Total expenses 927,520 624,976
- ---------------------------------------------------------------------------------------------
Operating earnings 59,795 33,164
Equity in net loss of affiliate (900) (1,050)
- ---------------------------------------------------------------------------------------------
Earnings before income taxes 58,895 32,114
Provision for income taxes 24,516 13,597
- ---------------------------------------------------------------------------------------------
Net earnings $ 34,379 18,517
=============================================================================================
Earnings per common and common equivalent share:
Primary $ .42 .25
Fully diluted $ .42 .25
Weighted average common and common equivalent shares outstanding:
Primary 82,337 75,080
Fully diluted 82,390 75,374
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Cash flows from operating activities: 1997 1996
--------- --------
<S> <C> <C>
Net earnings $ 34,379 18,517
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 13,112 9,675
Deferred income taxes 3,415 (2,327)
Equity in net loss of affiliate 900 1,050
Realized gains on sale of marketable securities (2,336) (1,727)
Other, net 120 120
Changes in assets and liabilities:
Premiums receivable (73,102) (38,446)
Other receivables 2,483 (419)
Prepaid expenses and other current assets (1,079) (261)
Other noncurrent assets (2,455) (717)
Medical costs payable 33,466 65,459
Trade accounts payable and accrued expenses 10,595 (1,068)
Income taxes payable 18,538 14,447
Unearned premiums (61,057) (44,117)
- -----------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities (23,021) 20,186
- -----------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (22,402) (18,196)
Purchases of available-for-sale securities (156,489) (75,810)
Sales and maturities of available-for-sale securities 127,352 43,676
Investment in unconsolidated affiliates (534) (2,695)
Other, net 77 153
- -----------------------------------------------------------------------------------------------
Net cash used by investing activities (51,996) (52,872)
- -----------------------------------------------------------------------------------------------
Cash flows from financing activities - proceeds
from exercise of stock options 7,137 5,094
- -----------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (67,880) (27,592)
Cash and cash equivalents at beginning of period 72,160 58,450
- -----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 4,280 30,858
===============================================================================================
Supplemental cash flow information - cash paid for income taxes $ 5,309 3,164
Supplemental schedule of noncash investing and financing activities:
Unrealized depreciation of short-term investments 12,004 2,702
Tax benefit realized on exercise of stock options $ 6,562 5,297
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The interim condensed consolidated financial statements included herein
have been prepared by Oxford Health Plans, Inc. ("Oxford") and Subsidiaries
(collectively, the "Company") without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). Certain
information and footnote disclosures, normally included in the financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to SEC rules and regulations;
nevertheless, management of the Company believes that the disclosures herein are
adequate to make the information presented not misleading. The condensed
consolidated financial statements and notes should be read in conjunction with
the audited consolidated financial statements and notes thereto as of and for
each of the years in the three-year period ended December 31, 1996, included in
the Company's Form 10-K filed with the SEC in March 1997.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the consolidated financial
position of the Company with respect to the interim condensed consolidated
financial statements have been made. The results of operations for the interim
periods are not necessarily indicative of the results to be expected for the
full year.
(2) CAPITAL STOCK
On March 17, 1997, the Board of Directors unanimously adopted a
resolution, subject to shareholder approval, proposing an amendment to the
Company's Second Restated and Amended Certificate of Incorporation, as amended,
to increase the number of authorized shares of the Company's common stock from
200 million shares to 400 million shares. On April 22, 1997, the Company's
shareholders approved such amendment.
(3) EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share," which
must be adopted for both interim and annual periods ending after December 15,
1997. This statement specifies the computation, presentation and disclosure
requirements for earnings per share. Adoption for any period prior to December
15, 1997 is not permitted, although pro forma disclosure of earnings per share
amounts computed under the statement in periods prior to the required adoption
is permitted. Had this standard been adopted for the three months ended March
31, 1997 and 1996, basic earnings per share and diluted earnings per share would
have been $.44 and $.42, respectively, for the 1997 period and $.27 and $.25,
respectively, for the 1996 period.
(4) RECLASSIFICATIONS
Certain reclassifications have been made to the prior year's financial
statement amounts to conform to the current year's financial statement
presentation.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table shows membership by product:
<TABLE>
<CAPTION>
As of March 31 Increase
---------------------------------------- -----------------
Membership: 1997 1996 Amount %
--------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
Freedom Plan 1,143,500 806,600 336,900 41.8%
HMO 224,300 151,100 73,200 48.4%
Medicare 134,600 80,800 53,800 66.6%
Medicaid 189,900 123,500 66,400 53.8%
----------------------------------------------------------------------------------------
Total fully insured 1,692,300 1,162,000 530,300 45.6%
Third-party administration, net 46,500 38,400 8,100 21.1%
----------------------------------------------------------------------------------------
Total membership 1,738,800 1,200,400 538,400 44.9%
========================================================================================
</TABLE>
The following table provides certain statement of earnings data expressed as a
percentage of total revenues for the three months ended March 31, 1997 and
1996:
<TABLE>
<CAPTION>
Three Months
Ended March 31
--------------------------
Revenues: 1997 1996
--------------------------
<S> <C> <C>
Premiums earned 98.3% 98.5%
Third-party administration, net 0.3% 0.5%
Investment and other income, net 1.4% 1.0%
- -------------------------------------------------------------------------------------
Total revenues 100.0% 100.0%
- -------------------------------------------------------------------------------------
Expenses:
Health care services 78.7% 78.7%
Marketing, general and administrative 15.2% 16.2%
- -------------------------------------------------------------------------------------
Total expenses 93.9% 94.9%
- -------------------------------------------------------------------------------------
Operating earnings 6.1% 5.1%
Equity in loss of affiliate (0.1%) (0.2%)
- -------------------------------------------------------------------------------------
Earnings before income taxes 6.0% 4.9%
Provision for income taxes 2.5% 2.1%
- -------------------------------------------------------------------------------------
Net earnings 3.5% 2.8%
=====================================================================================
</TABLE>
7
<PAGE> 8
RESULTS OF OPERATIONS
The three months ended March 31, 1997 compared with the three months ended March
31, 1996
Total revenues for the quarter ended March 31, 1997 were $987.3 million,
up 50% from $658.1 million during the same period in the prior year. Net
earnings for the first quarter of 1997 totaled $34.4 million, or 42 cents per
share, compared with $18.5 million, or 25 cents per share, for the first quarter
of 1996.
Total commercial premiums earned for the three months ended March 31,
1997 increased 47% to $691.8 million compared with $471.7 million in the same
period in the prior year. This increase is attributable to a 44% increase in
member months in the Company's commercial health care programs, including a 43%
member months increase in the Freedom Plan. Premium rates of commercial
programs were slightly higher than in the first quarter of 1996.
Premiums earned from government programs increased 58% to $278.3
million in the first quarter of 1997 compared with $176.5 million in the first
quarter of 1996. Membership growth accounted for most of the change as member
months of Medicare programs increased 73% when compared with the prior year
first quarter, while member months of Medicaid programs increased by 49% over
the level of the prior year first quarter. The Clinton Administration and
Congressional leadership have reached an agreement in principle on legislation
aimed at balancing the Federal budget, which includes provisions for $115
billion in savings from Medicare programs over five years. Details of the
legislation are being worked out. The Health Care Financing Administration's
most recent proposal, which is currently not part of the agreement, would
result in the Company receiving no increases in Medicare premiums in 1998 and
1999, a slight decrease in premiums in 2000 and slight increases in 2001 and
2002 in the counties where most of the Company's Medicare members reside.
Passage of this legislation could cause the Company to reduce benefits or
charge a premium under its Medicare plans or require renegotiation of provider
arrangements. The Company cannot predict the outcome of the legislative process
or the impact of reform on the Company's results of operations.
Net investment income for the three months ended March 31, 1997 increased
113% to $14.3 million from $6.7 million for the same period last year due to the
increase in invested cash generated by cash flow from operations and
approximately $220 million of proceeds from the Company's public offering in
April 1996.
The medical-loss ratio (health care services expense stated as a
percentage of premium revenues) was 80.2% for the first quarter of 1997 compared
with 79.9% for the first quarter of 1996 and 80.1% for the full year 1996. The
increase is attributable to increased pharmacy costs and higher hospital
reimbursement costs in New York due to the enactment of the Health Care Reform
Act of 1996.
Marketing, general and administrative expenses totaled $149.8 million in
the first quarter of 1997 compared with $106.8 million in the first quarter of
1996 and $133.5 million in the fourth quarter of 1996. The increase over the
first quarter of 1996 is primarily attributable to a $15.3 million rise in
payroll and benefits due to increased staffing, increased costs associated with
the growth in membership in the Company's plans, higher broker commissions
attributable to the increase in premiums earned, and expenses related to
enhancements to management information systems necessary to accommodate
increased transaction volume. These expenses as a percent of operating revenue
were 15.4% during the first quarter of 1997 compared with 16.4% during the first
quarter of 1996.
The Company's profitability is dependent, in part, on its ability to predict
and maintain effective control over health care costs (through, among other
things, appropriate benefit design, utilization review and case management
programs and its case rate and risk-sharing agreements with providers) while
providing members with quality health care. Factors such as utilization, new
technologies and health care practices, hospital costs, major epidemics,
inability to establish acceptable compensation agreements with providers and
numerous other factors may affect Oxford's ability to control such costs. The
Company uses its medical cost containment capabilities, such as claim auditing
systems, physician tracking systems and utilization review protocols, and
improved channeling to the most cost-effective providers with a view to reducing
the rate of growth in health care services expense. There can be no assurance
that Oxford will be successful in mitigating the effect of any or all of the
above-listed or other factors. Accordingly, past financial performance
8
<PAGE> 9
is not necessarily a reliable indicator of future performance, and investors
should not use historical performance to anticipate results or future period
trends.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital expenditures for the first three months of 1997
totaled $22.4 million. Such funds were used primarily for management information
systems and leasehold improvements related to business expansion. Except for
anticipated capital expenditures, the Company currently has no definitive
commitments for use of material cash resources, however, management continually
evaluates opportunities to expand the Company's managed care services and health
plan operations.
Premiums receivable at March 31, 1997 increased to $388.2 million from
$315.1 million at December 31, 1996 and $140.0 million at September 30, 1996
primarily as the result of delays in billings caused by conversion of certain of
the Company's operations to a new computer system. Cash flow used by
operations aggregated $23.0 million in the first quarter of 1997 compared with
cash flow provided by operations of $20.2 million in the first quarter of 1996,
primarily as a consequence of these billing delays.
The Company's medical costs payable, which includes reserves for incurred
but not reported claims ("IBNR"), was $657.8 million as of March 31, 1997,
$624.4 million as of December 31, 1996 and $525.9 million as of September 30,
1996. The relative increase in medical costs payable during the last three
months of 1996 resulted primarily from delays in claims payments also caused by
the computer system conversion referred to above. Delays in claims payments have
continued during the first quarter of 1997, but the increase in medical costs
payable has been mitigated by progress in paying backlogged claims and advance
payments to providers which aggregated $89.4 million as of March 31, 1997. Such
advance payments have been applied against medical costs payable in the
accompanying balance sheet. The Company estimates the amount of its reserves
using standard actuarial methodologies based upon historical data, including the
average interval between the date services are rendered and the date claims are
paid, expected medical cost inflation, seasonality patterns and increases in
membership. The Company believes that its reserves for IBNR are adequate in
order to satisfy its ultimate claim liability. However, the Company's rapid
growth affects the Company's ability to rely on historical information in making
IBNR reserve estimates.
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" includes forward-looking statements, including those concerning
Medicare premium rates, and Item 5 - "Other Information" contains
forward-looking statements concerning the Company's information system
conversion. Actual results could differ materially from those discussed.
Additional information concerning factors that could cause actual results to
differ materially from those in forward-looking statements is contained in the
Company's Annual Report on Form 10-K under the caption "Business-Cautionary
Statement Regarding Forward-Looking Statements."
9
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on April 22,
1997 in connection with which proxies were solicited pursuant to Regulation 14A
of the Securities and Exchange Act of 1934, as amended. At the meeting
stockholders were asked to consider and vote upon the following proposals: (a)
election of three directors; (b) amendment of the Company's Second Amended and
Restated Certificate of Incorporation, as amended, to increase the number of
authorized shares of the Company's Common Stock from 200,000,000 shares to
400,000,000 shares; and (c) amendment of the Company's 1991 Stock Option Plan,
as amended (the "Plan"), to increase the number of shares that can be issued
under the Plan from 17,080,000 shares to 21,580,000 shares. At the meeting,
Stephen F. Wiggins, Robert B. Milligan, Jr. and Marcia Radosevich, Ph.D. were
each elected a director of the Company for a term to expire in 2000. Continuing
directors whose terms expire in 1999 are Fred F. Nazem and Thomas A. Scully.
Continuing directors whose terms expire in 1998 are Benjamin A. Safirstein, M.D.
and James B. Adamson. A total of 65,252,081 votes were cast in favor of, and
381,298 votes were cast to withhold authority for Mr. Wiggins' election. A total
of 65,300,116 were cast in favor of, and 333,263 votes were cast to withhold
authority for Mr. Milligan's election. A total of 65,300,098 were cast in favor
of, and 333,281 votes were cast to withhold authority for Dr. Radosevich's
election. The amendment to the Company's Second Amended and Restated Certificate
of Incorporation, as amended, was adopted with 59,292,354 votes cast for, and
6,282,390 votes cast against the proposal. In addition, there were 58,635 votes
abstaining related to the proposal. The amendment to the Plan was adopted with
48,760,599 votes cast for, and 8,862,544 votes cast against the proposal. In
addition, there were 312,486 votes abstaining and 7,697,750 broker nonvotes
related to the proposal.
ITEM 5. OTHER INFORMATION
Information System Conversion
In September 1996, the Company converted a significant part of its business
operations to a new computer operating system developed at Oxford over the last
four years. During the conversion, unanticipated software and hardware issues
created a slow-down in the Company's claims payment, billing functions and
telephone service. As a result, the Company's premiums receivable and liability
for medical costs payable at December 31, 1996 and March 31, 1997 increased
significantly from the end of the third quarter of 1996. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
Company believes it has addressed the problems principally responsible for the
delays in claims payments and billing and continues to aggressively pursue
solutions to remaining system and data issues and resolution of billing and
claims payment issues raised by customers and providers. The Company has
informed state regulatory authorities of the status of its claims payments,
including the New York State Attorney General, who has expressed concern over
the possible impact of delays in claims payments on providers and members. The
Company expects to periodically update regulatory authorities on progress made
in resolving remaining claims payment issues.
10
<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description of Document
----------- -----------------------
11 Computation of Net Earnings Per Share of
Common Stock
27 Financial Data Schedule
(b) Reports on Form 8-K
In a report on Form 8-K dated February 18, 1997, and filed
March 3, 1997, the Company reported, under Item 5. "Other
Events," its fourth quarter 1996 earnings press release.
In a report on Form 8-K dated April 8, 1997, and filed
April 10, 1997, the Company reported, under Item 5. "Other
Events," its press release concerning its agreement to
acquire a less than ten percent interest in Compass PPA,
Incorporated, the parent company of a commercial health
plan in Chicago, Illinois.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OXFORD HEALTH PLANS, INC.
-------------------------------------------
(REGISTRANT)
May 7, 1997 /s/ STEPHEN F. WIGGINS
- ------------------------ --------------------------------------------
Date STEPHEN F. WIGGINS, CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
May 7, 1997 /s/ ANDREW B. CASSIDY
- ------------------------ -------------------------------------------
Date ANDREW B. CASSIDY, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
11
<PAGE> 12
OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number Description of Document
- ------ -----------------------
11 Computation of Net Earnings Per Share of Common Stock
27 Financial Data Schedule
12
<PAGE> 1
EXHIBIT 11
OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
COMPUTATION OF NET EARNINGS PER SHARE OF COMMON STOCK
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months
Ended March 31
------------------
PRIMARY: 1997 1996
------- ------
<S> <C> <C>
Net earnings $34,379 18,517
======= ======
Weighted average number of shares of common stock and common equivalent
shares outstanding:
Weighted average number of shares outstanding 77,843 69,354
Dilutive effect of stock options 4,494 5,726
------- ------
Weighted average number of common shares
and common share equivalents outstanding 82,337 75,080
======= ======
Earnings per common and common equivalent share $ .42 .25
======= ======
FULLY DILUTED:
Net earnings $34,379 18,517
======= ======
Weighted average number of shares of common stock and common equivalent
shares outstanding:
Weighted average number of shares outstanding 77,843 69,354
Dilutive effect of stock options 4,546 6,020
------- ------
Weighted average number of common shares
and common share equivalents outstanding 82,389 75,374
======= ======
Earnings per common and common equivalent share $ .42 .25
======= ======
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1997 (UNAUDITED) AND THE CONSOLIDATED
STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDING MARCH 31, 1997 (UNAUDITED) AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,280
<SECURITIES> 786,141
<RECEIVABLES> 392,604
<ALLOWANCES> 4,376
<INVENTORY> 0
<CURRENT-ASSETS> 1,223,860
<PP&E> 196,795
<DEPRECIATION> 81,832
<TOTAL-ASSETS> 1,382,715
<CURRENT-LIABILITIES> 743,549
<BONDS> 0
0
0
<COMMON> 781
<OTHER-SE> 638,385
<TOTAL-LIABILITY-AND-EQUITY> 1,382,715
<SALES> 973,191
<TOTAL-REVENUES> 987,315
<CGS> 777,736
<TOTAL-COSTS> 927,520
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 58,895
<INCOME-TAX> 24,516
<INCOME-CONTINUING> 34,379
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,379
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
