<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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, 1996
---------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 1-11073
-----------
FIRST DATA CORPORATION
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 47-0731996
- - ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
401 HACKENSACK AVENUE, HACKENSACK, NEW JERSEY 07601
--------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 525-4700
----------------
NOT APPLICABLE
-------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Number of Shares Outstanding
Title of each class as of May 1, 1996
- - ------------------------------------- -------------------------------
Common Stock, $.01 par value 223,711,953
<PAGE>
FIRST DATA CORPORATION
INDEX
-----
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
------
<S> <C> <C>
Item 1 Consolidated Financial Statements:
Consolidated Statements of Income for the
three months ended March 31, 1996 and 1995...... 3
Consolidated Balance Sheets at March 31, 1996
and December 31, 1995........................... 4
Consolidated Statements of Cash Flows for the
three months ended March 31, 1996 and 1995...... 5
Notes to Consolidated Financial Statements...... 6
Item 2 Management's Discussion and Analysis of
Financial Condition and
Results of Operations........................... 9
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K............... 13
</TABLE>
2
<PAGE>
FIRST DATA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
Three Months Ended March 31,
----------------------------
1996 1995
------------ ------------
REVENUES
Operating revenues $1,129.7 $900.4
Other income --- 3.0
---------- ---------
1,129.7 903.4
---------- ---------
EXPENSES
Operating 722.0 574.0
Selling, general and administrative 193.1 165.2
Merger, integration and impairment 16.3 ---
Interest expense 26.0 26.9
---------- ---------
957.4 766.1
---------- ---------
Income before income taxes 172.3 137.3
Income taxes 66.5 53.4
---------- ---------
Net income $105.8 $83.9
========== =========
Earnings per common share $0.46 $0.39
========== =========
See notes to consolidated financial statements.
3
<PAGE>
FIRST DATA CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
March 31, December 31,
1996 1995
------------ ------------
ASSETS
Cash and cash equivalents $215.8 $231.0
Settlement assets 6,402.8 6,210.6
Accounts receivable, net of allowance for
doubtful accounts of $18.4 (1996) and
$20.9 (1995) 879.6 835.9
Property and equipment, net 622.6 571.4
Goodwill, less accumulated amortization
of $324.9 (1996) and $298.1 (1995) 3,395.0 3,246.1
Other intangibles, less accumulated amortization
of $261.7 (1996) and $237.0 (1995) 732.6 720.0
Other assets 488.7 402.8
--------- ---------
$12,737.1 $12,217.8
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Settlement obligations $6,342.5 $6,119.4
Accounts payable and other liabilities 1,374.2 1,378.5
Borrowings 1,352.5 1,127.7
Senior convertible debentures 447.1 447.1
--------- ---------
Total Liabilities 9,516.3 9,072.7
--------- ---------
Commitments and contingencies
Stockholders' Equity:
Common Stock, $.01 par value; authorized
600.0 shares, issued 224.0 shares 2.2 2.2
Additional paid-in capital 2,052.4 2,021.0
--------- ---------
Paid-in capital 2,054.6 2,023.2
Retained earnings 1,196.8 1,148.8
Other (7.0) 18.7
Less treasury stock at cost, 0.4 shares
(1996) and 0.7 shares (1995) (23.6) (45.6)
--------- ---------
Total Stockholders' Equity 3,220.8 3,145.1
--------- ---------
$12,737.1 $12,217.8
========= =========
See notes to consolidated financial statements.
4
<PAGE>
FIRST DATA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Three Months Ended
March 31,
------------------
1996 1995
------- -------
Cash and cash equivalents at beginning of
period $231.0 $350.5
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 105.8 83.9
Adjustments to reconcile to net cash provided
by operating activities:
Depreciation and amortization 94.8 77.3
Non-cash portion of merger, intergration and
impairment charge 13.4 ---
Gains on sales of businesses, net of taxes --- (1.8)
Other non-cash items 3.6 (2.0)
Increase (decrease) in cash, excluding the
effects of acquisitions, resulting from
changes in:
Accounts receivable (26.5) 31.7
Other assets (4.5) 3.0
Accounts payable and other liabilities (53.3) (63.6)
Income tax accounts 32.3 125.5
------ ------
Net cash provided by operating activities 165.6 254.0
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Current year acquisitions, net of cash acquired (249.1) (173.0)
Payment of deferred cash purchase consideration
related to the Western Union acquisition --- (300.0)
Payments related to other businesses previously
acquired (15.7) (47.1)
Proceeds from dispositions, net of expenses
and taxes paid 5.1 6.3
Additions to property and equipment, net (86.5) (50.1)
Payments to secure customer service contracts,
including outlays for conversion and
capitalized systems development costs (46.5) (33.4)
Other investing activities (0.5) (1.0)
------ ------
Net cash used in investing activities (393.2) (598.3)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings, net 231.4 235.0
Principal payments on long-term debt (8.7) (2.8)
Proceeds from issuance of common stock 59.3 8.0
Purchase of treasury shares (63.6) (22.4)
Cash dividends and other distributions (6.0) (6.3)
------ ------
Net cash provided by financing activities 212.4 211.5
------ ------
Change in cash and cash equivalents (15.2) (132.8)
------ ------
Cash and cash equivalents at end of period $215.8 $217.7
====== ======
See notes to consolidated financial statements.
5
<PAGE>
FIRST DATA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The consolidated financial statements of First Data Corporation ("FDC" or
"the Company") should be read in conjunction with the Company's consolidated
financial statements for the year ended December 31, 1995. Significant
accounting policies disclosed therein have not changed. The Company
completed its merger with First Financial Management Corporation ("FFMC") in
October 1995, which was accounted for as a pooling of interests.
Accordingly, the consolidated financial statements included herein give
retroactive effect to this transaction and include the combined operations
of FDC and FFMC for all periods presented. Certain prior year amounts have
been reclassified to conform to the current year presentation.
The consolidated financial statements are unaudited; however, in the opinion
of management, they include all normal recurring adjustments necessary for a
fair presentation of the consolidated financial position of the Company at
March 31, 1996 and the consolidated results of its operations and cash flows
for the three months ended March 31, 1996 and 1995. Results of operations
reported for interim periods are not necessarily indicative of results for
the entire year.
FDC operates in a single business segment, providing a variety of
information services primarily to financial institutions and commercial
establishments. The largest category of services involves information
processing and funds transfer related to payment transactions, including
credit and debit cards, checks and other types of payment instruments (such
as money transfers, money orders, and official checks). These services
include the authorization, processing and settlement of credit and debit
card transactions, verification or guarantee of check transactions, and
worldwide nonbank money transfers. Other service areas include information
processing for investment companies, health care claims processing, and data
imaging and related information management services.
FDC recognizes revenues from its information processing services as such
services are performed, recording revenues net of certain costs not
controlled by the Company (primarily interchange fees charged by credit card
associations of $430.0 million in the first quarter of 1996 and $267.3
million in 1995's first quarter).
2. In the fourth quarter of 1995, the Company recorded a $645.7 million merger,
integration and impairment charge and disclosed that plans for the
integration of operations would continue to be implemented during 1996. The
1996 first quarter results include a $16.3 million merger, integration and
impairment charge, which reduced net income by $10.0 million ($.04 per
share), related primarily to integration processes in certain of the
Company's businesses. The charge included $12.0 million of restructuring and
integration costs consisting principally of accruals for personnel severance
(involving approximately 800 employees) with additional charges for lease
termination costs and incurred employee relocations. For the fourth quarter
of 1995 and the first quarter of 1996, restructuring and integration
accruals totaled $133.2 million, against which $48.7 million of cash
expenditures have been charged. The remaining $4.3 million of the first
quarter charge is impairment costs, principally related to exiting certain
locations and business activities.
6
<PAGE>
FIRST DATA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
3. FDC has guaranteed the $447.1 million of 5% senior convertible debentures
issued by FFMC in December 1994.
FFMC is not required to file periodic reports with the Securities and
Exchange Commission with respect to the outstanding senior convertible
debentures so long as such reports for FDC contain summarized financial
information concerning FFMC. Subsequent to the merger, certain FDC
businesses were merged into certain FFMC subsidiaries, therefore the current
year results are not comparable with the prior year. The summarized
financial information for FFMC and its subsidiaries is as follows :
Three months ended March 31, 1996 1995
--------------------------------------------------------------
(In millions)
Revenues $ 613.4 $ 457.8
Income before income taxes 121.1 57.2
Net income 73.5 33.7
March 31, December 31,
1996 1995
--------------------------------------------------------------
(In millions)
Goodwill $2,001.2 $1,794.8
Total assets 4,010.6 3,330.2
Borrowings 12.9 24.0
Senior convertible debentures 447.1 447.1
Total liabilities 2,382.2 1,816.6
4. In January, 1996, FDC paid $162 million to purchase the remaining interest
in a joint venture relating to Western Union's money transfer services
between the U.S. and Mexico. The purchase price has been classified as
goodwill and, consistent with the Company's accounting for its 1994
acquisition of Western Union, is being amortized over forty years.
During the first quarter, the Company also acquired a business expanding
FDC's markets and service offerings in its payment instruments business and
made additional payments relating to a number of its alliance programs with
bank clients involving merchant business.
5. The Company's commercial paper borrowings at March 31, 1996 were $920.7
million under its $1 billion commercial paper program. In April 1996, the
Company issued $100 million in Medium-Term Notes with two and three year
maturities and utilized the proceeds to reduce its commercial paper
borrowings.
7
<PAGE>
FIRST DATA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
6. Earnings per common share amounts are computed by dividing net income
amounts by weighted average common and common equivalent shares (when
dilutive) outstanding during the period. Weighted average shares outstanding
totaled 237.7 million and 222.1 million in the first quarter of 1996 and
1995, respectively, including common stock equivalents of 13.9 million and
14.2 million, respectively. Common stock equivalents consist of shares
issuable under FDC's stock option plans, shares issuable in connection with
previously outstanding FFMC common stock warrants, and an assumed conversion
into common stock of FFMC's senior convertible debentures. The after tax
interest expense and issue cost amortization on these debentures
(approximately $3.5 million in both quarters) is added back to net income
when common stock equivalents are included in computing earnings per common
share.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Data Corporation ("FDC" or "the Company") completed its merger with First
Financial Management Corporation ("FFMC") in October 1995. This business
combination was accounted for as a pooling of interests and, accordingly, the
results of FFMC are included in the Company's results for all periods presented
in the accompanying consolidated financial statements and in the following
discussions.
Results of Operations
- - ---------------------
Operating revenues for the quarter ended March 31, 1996 were up 25% to $1.13
billion, compared with $900 million in 1995's first quarter. The Company's
internal growth rate in revenues over the prior year quarter (excluding the
effect of acquisitions and divested businesses) was approximately 20%. Growth
in existing businesses, principally due to strong underlying volume increases
from existing clients and the addition of new clients, accounted for a
substantial majority of the revenue increase. The Company's performance
reflects, in particular, continuing strong growth in the domestic card issuance,
merchant processing, and payment instruments business areas. The internal
growth rate includes the negative impact of a decrease in FDC's health care
administrative services area due to the Company's deemphasis of certain aspects
of this business primarily related to government programs.
The Company derives revenues in its primary service areas based on a unit price
per transaction, on a percentage of dollar volume, or on a combination thereof.
The overall 1996 first quarter growth of FDC is demonstrated by the following
key indicators (along with the percentage growth compared to first quarter
1995): 128 million card accounts on file at March 31, 1996 (+35%), 1.2 billion
merchant transactions (+53%, including the impact of the March 1995 acquisition
of CES), and 110 million payment instrument transactions, excluding MoneyGram
money transfers (+14%).
Operating expenses for the 1996 first quarter increased 26% to $722 million
compared with $574 million in 1995, one percentage point higher than the
increase in operating revenues. This compares favorably with annual 1995
results, in which operating expenses increased four percentage points more than
the growth in operating revenues, as a result of several factors. The Company
experienced growth in certain businesses which have a lower ratio of operating
expenses to revenue than the overall Company average, and also began to enjoy
some of the benefits of integration activities. These positive impacts were
partially offset by the impact of FFMC's health care acquisition in 1995, which
has relatively higher operating expenses compared with its revenues, and the
continued impact of signing certain new business and renewing larger customers
at lower rates.
Selling, general and administrative expenses for the quarter ended March 31,
1996 increased to $193.1 million, up 17% from $165.2 million in 1995. Selling
costs increased at rates approximating revenue growth as the Company continues
to devote resources and expenditures to marketing and advertising programs aimed
at attracting new customers and increasing business levels. General and
administrative expense increases were much lower, particularly with the benefit
of the synergy savings from the merger with FFMC.
Although the Company's borrowings increased in 1996, interest expense is
slightly lower compared to the 1995 first quarter due to $5.3 million in reduced
costs related to assumed pension obligations in
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
connection with the Western Union acquisition (which has been classified as
interest expense since it is a suspended plan for which service credits are no
longer being earned), as well as more favorable short-term rates and the
replacement of certain fixed rate debt obligations that carried substantially
higher rates with commercial paper borrowings in 1995.
In the fourth quarter of 1995, the Company recorded a $645.7 million merger,
integration and impairment charge and disclosed that plans for the integration
of operations would continue to be implemented during 1996. The 1996 first
quarter results include a $16.3 million merger, integration and impairment
charge, which reduced net income by $10.0 million ($.04 per share), related
primarily to integration processes in certain of the Company's businesses.
Excluding the 1996 merger, integration and impairment charge, net income in the
quarter rose 38% to $115.8 million in the quarter ended March 31, 1996 compared
with $83.9 million in the prior year quarter and net income margins increased to
10.3% from 9.3%, respectively. This margin increase is due to strong growth in
the merchant services and payment instruments businesses (which experienced
higher margins than the overall FDC margin) and realization of merger synergies
from the consolidation of corporate functions and the Company's collections
business, partially offset by the impact of pricing for larger customers as
previously discussed.
FDC's effective income tax rate of 38.6% in the 1996 first quarter was
comparable to 38.9% in the 1995 first quarter, declining slightly as a result of
increased nontaxable earnings from investments of settlement assets.
Earnings per common share were up 18% to $0.46 from $0.39 in the first quarter
of 1995. Excluding the 1996 merger, integration and impairment charge, earnings
per share in the first quarter of 1996 equaled $0.50, up 28% from the prior
years' first quarter.
Capital Resources and Liquidity
- - -------------------------------
FDC's cash generated from operating activities of $165.6 million exceeded net
income principally due to a net cash outflow attributable to net working capital
items (principally accounts receivable, accounts payable, and income taxes) of
$52 million in 1996. The amount generated from operating activities is $88.4
million less than the amount generated in the first quarter of 1995 due
principally to a net cash inflow attributable to net working capital items of
$96.6 million in 1995. This 1995 cash inflow was created largely by a $68
million refund of 1994 taxes (received in 1995's first quarter) for an
anticipated advance funding in 1995 of the pension plan obligations assumed as a
part of the Western Union acquisition.
FDC reinvests cash in its existing businesses, principally to expand its
processing capabilities through property and equipment additions and to
establish customer processing relationships through contract payments and costs
for conversion and systems development. These cash outlays totaled $133.0
million in the 1996 first quarter compared with $83.5 million in the same 1995
quarter.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Cash outlays for acquisitions in the 1996 first quarter consists principally of
a $162 million payment to purchase the remaining interest in a joint venture
relating to Western Union's money transfer services between the U.S. and Mexico.
The remainder consists of additional payments relating to the Company's alliance
programs with bank clients involving merchant business, as well as an
acquisition which expands the Company's payment instruments markets and service
offerings.
FDC generated net proceeds of $231.4 million from its commercial paper program
to fund the excess of cash used in investing activities over cash provided by
operating activities. FDC continues its pattern of paying quarterly cash
dividends of $.03 per share to the Company's common stockholders, resulting in
cash outlays totaling $6.0 million in the 1996 first quarter.
Included in cash equivalents on the consolidated balance sheet at March 31, 1996
is $70.0 million related to required investments of cash in connection with the
Company's merchant card settlement operation. FDC's remaining cash and cash
equivalents of $145.8 million is available for acquisitions and general
corporate purposes. Also, FDC had available short-term borrowing capability of
approximately $80 million at March 31, 1996 under the Company's $1 billion
commercial paper program. In April 1996, the Company issued $100 million in
Medium-Term Notes and used the cash proceeds of $99.7 million to pay down the
Company's borrowings under its commercial paper program. In addition, the
Company filed a preliminary shelf registration statement in April 1996,
providing for the future issuance of debt and equity securities up to $500
million in the aggregate.
The Company believes that its current level of cash and financing capability
along with future cash flows from operations are sufficient to meet the needs of
its existing businesses. However, the Company may from time to time seek
longer-term financing to support additional cash needs or reduce its short-term
borrowings.
FDC is actively pursuing the divestiture of its MoneyGram operation in 1996 to
comply with the Company's agreement with the Federal Trade Commission as a part
of the merger with FFMC. The Company expects to utilize the proceeds from the
MoneyGram divestiture to reduce borrowings under its commercial paper program
and for other general corporate purposes.
11
<PAGE>
Independent Accountants' Review Report
The Stockholders and Board of Directors
First Data Corporation
We have reviewed the accompanying consolidated balance sheet of First Data
Corporation as of March 31, 1996, and the related consolidated statements of
income and cash flows for the three-month periods ended March 31, 1996 and 1995.
These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of First Data Corporation as of
December 31, 1995, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in our report dated February 5, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet as of
December 31, 1995, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
/s/ Ernst & Young LLP
----------------------------
Ernst & Young LLP
New York, New York
May 10, 1996
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
--------
12 Computation of Ratio of Earnings to Fixed Charges
15 Letter from Ernst & Young LLP Regarding Unaudited Interim Financial
Information
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
-------------------
(i) Item 5, Form 8-K, dated January 30, 1996, reporting the registrant's
earnings for the year ended December 31, 1995.
13
<PAGE>
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.
FIRST DATA CORPORATION
----------------------------------
(Registrant)
Date: May 13, 1996 By /s/ Lee Adrean
----------------------- ---------------------------------------
Lee Adrean
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 13, 1996 By /s/ Richard Macchia
----------------------- ---------------------------------------
Richard Macchia
Senior Vice President - Finance
(Principal Accounting Officer)
14
<PAGE>
EXHIBIT 12
FIRST DATA CORPORATION
COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
Three Months Ended
March 31,
------------------
1996 1995
------- -------
Earnings:
Income before income taxes $172.3 $137.3
Interest expense 26.0 26.9
Other adjustments 12.7 13.2
------ ------
Total earnings (a) $211.0 $177.4
====== ======
Fixed charges:
Interest expense $26.0 $ 26.9
Other adjustments 12.7 13.2
------ ------
Total fixed charges (b) $38.7 $ 40.1
====== ======
Ratio of earnings to
fixed charges (a / b) 5.45 4.42
For purposes of computing the ratio of earnings to fixed charges, fixed charges
consist of interest on debt, amortization of deferred financing costs and a
portion of rentals determined to be representative of interest. Earnings consist
of income before income taxes plus fixed charges.
<PAGE>
Exhibit 15
May 13, 1996
The Stockholders and Board of Directors
First Data Corporation
We are aware of the incorporation by reference in the Registration Statements
(Forms S-8 No. 33-47234, No. 33-48578, No. 33-82826, No. 33-87338, No. 33-90992,
No. 33-62921, No. 33-98724 and No. 33-99882 and Form S-3 No. 33-66656) of First
Data Corporation of our report dated May 10, 1996 relating to the unaudited
consolidated interim financial statements of First Data Corporation which are
included in its Form 10-Q for the quarter ended March 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part
of the registration statements prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
\s\ Ernst & Young LLP
------------------------------
Ernst & Young LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
DATED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 216
<SECURITIES> 0
<RECEIVABLES> 898
<ALLOWANCES> 18
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 623
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,737
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 447
0
0
<COMMON> 2
<OTHER-SE> 3,219
<TOTAL-LIABILITY-AND-EQUITY> 12,737
<SALES> 0
<TOTAL-REVENUES> 1,130
<CGS> 0
<TOTAL-COSTS> 722
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26
<INCOME-PRETAX> 172
<INCOME-TAX> 66
<INCOME-CONTINUING> 106
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 106
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
<FN>
<F1> Unclassified balance sheet.
</FN>
</TABLE>
