<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 1994
KEYCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-850 34-6542451
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.
127 Public Square, Cleveland, Ohio 44114-1306
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 689-3000
<PAGE> 2
Item 5. Other Events
------------
On October 17, 1994, the Registrant issued a press release announcing its
earnings results for the three and nine month periods ended September 30, 1994.
This press release, as revised for an immaterial balance sheet adjustment is
attached as Exhibit 99 to this report and incorporated herein by reference.
The adjustment resulted in an approximate $32 million decrease in common equity
with a corresponding increase in other liabilities and had no impact on
reported earnings and related performance ratios.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
-----------------------------------------------------------------
(c) Exhibits
--------
99. October 17, 1994, press release of the Registrant, as
revised, announcing its earnings results for the three
and nine month periods ended September 30, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYCORP
------------------------------
(Registrant)
/s/ Lee Irving
Date: October 21, 1994 ------------------------------
By: Lee Irving
Executive Vice President,
Treasurer and Chief
Accounting Officer
<PAGE> 1
CONTACT:
MEDIA: ANALYSTS:
John Fuller (216) 689-8140 Jay S. Gould (216) 689-4721
William C. Murschel (216) 689-0457 Vernon L. Patterson (216) 689-0520
FOR IMMEDIATE RELEASE
KEYCORP REPORTS RECORD QUARTERLY EARNINGS
-----------------------------------------
CLEVELAND, October 17, 1994 -- KeyCorp (NYSE: KEY) today reported
record earnings of $229 million for the 1994 third quarter, up 14 percent from
the year-ago quarter. Earnings per common share for the third quarter were
$0.92, up 12 percent from the same period last year.
"It was another great quarter," said Victor J. Riley, Jr., chairman of
the board and chief executive officer. "We had solid loan growth, excellent
credit quality experience, an improved efficiency ratio, a return on average
total assets of over 1.40%, and a return on average common equity of nearly 20
percent. And while all this was being accomplished, we announced the agreement
to acquire Omnibancorp, of Denver, Colorado which will bolster our presence to
over $1 billion in assets in this strategic and fast-growing market. What
better way to demonstrate the success of the KeyCorp/Society Corporation merger
of only seven months ago."
For the first nine months of 1994, net income was $660 million, an
increase of 12 percent from the year-ago period, with earnings per common share
totaling $2.66, up 11 percent. Prior year results have been restated for the
March 1, 1994 merger with Society Corporation, accounted for as a pooling of
interests.
-more-
<PAGE> 2
KeyCorp Reports Record Quarterly Earnings
October 17, 1994
Page 2
Said Robert W. Gillespie, KeyCorp's president and chief operating
officer, "Successful innovation is critical to future growth. We're especially
pleased with the boost to loan growth and market penetration we see coming from
our pilot Resource Center in the Pacific Northwest. This type of specialized
product delivery will continue to assure that we provide the products and
services our customers want, where and when they want them."
Commenting on financial performance, James W. Wert, senior
executive vice president and chief financial officer, said, "Our 1994 third
quarter 1.43 percent return on average total assets and 19.95 percent return on
average common equity will surely prove to be among the highest ratios in the
industry. Importantly, third quarter noninterest expense decreased $8.6
million from the 1994 second quarter. Our efficiency ratio was 57.9 percent,
down from 58.4 percent in the 1994 second quarter and 60.1 percent in the
year-ago period. We anticipate further positive impacts upon this ratio in
coming quarters as planned merger-related expense savings are realized."
Net interest income in the 1994 third quarter totaled $680
million, up $7 million or one percent, from the year-ago quarter. The
favorable impact of a $6.1 billion, or 12 percent, increase in the level of
average earning assets was partially offset by a decline in the net interest
margin to 4.79 percent from 5.30 percent. Compared to the 1994 second quarter,
net interest income was relatively unchanged, reflecting the favorable impact
of a $1.2 billion, or an annualized 8 percent, increase in average earning
assets which was offset by a decline in the net interest margin to 4.79 percent
from 4.92 percent. The decline in the net interest margin reflects a number of
factors including strong earning asset growth, narrower lending spreads, and a
moderate liability-sensitive balance sheet position which resulted in the
average cost of funds rising somewhat more rapidly than asset yields during the
first three quarters of 1994.
At September 30, 1994, loans totaled $44.6 billion, up $1.5
billion, or 13 percent on an annualized basis, from June 30, 1994. Average
loans in the 1994 third quarter compared to the second quarter were up $1.5
billion, or 14 percent on an annualized basis. Regionally, annualized average
loan growth in the Rocky Mountain (20 percent) and Northwest regions (19
percent) continued to outpace growth in the Great Lakes (12 percent) and
Northeast regions (12 percent).
-more-
<PAGE> 3
KeyCorp Reports Record Quarterly Earnings
October 17, 1994
Page 3
Noninterest income in the 1994 third quarter totaled $223 million.
When noncore items such as special asset management fees, net securities
transactions, and the third quarter 1993 gain on the sale of Ameritrust Texas
are excluded from all reporting periods for comparative purposes, core
noninterest income in the current quarter was $218 million, down $2 million
from the prior quarter, and down $11 million, or 5 percent, from the year-ago
quarter. This $11 million decrease reflected declines of $10 million and $16
million in trust and mortgage banking income, respectively, which were only
partially offset by increases in other noninterest income categories.
The $10 million decrease in trust income resulted from the
September 1993 sale of Ameritrust Texas which contributed approximately $11
million to the year-ago quarter. Trust income, including investment management
activity, was up 3 percent from the year-ago quarter, after excluding the
impact of the 1993 Ameritrust Texas divestiture.
The $16 million decline in mortgage banking revenue from the
year-ago quarter reflected not only the industry-wide decline in origination
activity from the record levels experienced last year, but also a lower level
of gains from sales of mortgage servicing rights and loans. As was recently
disclosed, KeyCorp is exploring several strategic options regarding its
mortgage banking business, including its possible sale.
Special asset management fees decreased slightly from the year-ago
quarter, and were down nearly $4 million from the 1994 second quarter. As
previously disclosed, these fees are associated with loan collection work done
for the FDIC and are expected to decrease over time as the FDIC assets under
contract are collected and, therefore, decline. These fees will continue to
exhibit quarter-to-quarter volatility depending on the timing associated with
the loan work-outs. For this reason, they are considered noncore fee income.
-more-
<PAGE> 4
KeyCorp Reports Record Quarterly Earnings
October 17, 1994
Page 4
Noninterest expense totaled $530 million in the 1994 third
quarter. Excluding net OREO expense and certain nonrecurring charges, core
noninterest expense was down $17 million, or 3 percent, from the year-ago
quarter. Compared to the 1994 second quarter, core noninterest expense
declined $7 million, primarily due to a $2 million decrease in personnel
expense and a $5 million decline in the all other expense category. These
decreases related to a number of factors including the continued recognition of
anticipated merger-related cost savings, and downsizing of the mortgage banking
business.
Credit quality measures have continued to improve in recent
quarters and remain at historically strong levels with further improvement
noted in the 1994 third quarter. Nonperforming assets declined $33 million, or
8 percent, from the 1994 second quarter and represented 0.89 percent of loans
plus other real estate owned and other nonperforming assets. Net loan
charge-offs totaled a very low $26 million, or 0.24 percent of average loans,
down from 0.30 percent in the 1994 second quarter. Despite the historically
low level of net loan charge-offs, the allowance for loan losses continued to
increase as the provision for loan losses exceeded net loan charge-offs. As a
result of the growth in loans, the allowance for loan losses as a percent of
loans decreased slightly to 1.84 percent from 1.89 percent at June 30, 1994.
Both the nonperforming loan and nonperforming asset coverage ratios increased
and remained strong at 287 percent and 206 percent, respectively.
Also of significance during the quarter was the announcement of a
definitive agreement to acquire Omnibancorp, a Denver, Colorado-based $500
million asset bank. This transaction is expected to close in the first half of
1995 and will grow KeyBank of Colorado's presence to more than $1 billion.
At September 30, 1994, assets totaled $64.5 billion and equity
capital totaled $4.7 billion. The September 30, 1994, Tier 1 capital ratio was
estimated at 8.72 percent and the Total Capital ratio was estimated at 11.89
percent.
# # #
<PAGE> 5
<TABLE>
KEYCORP REPORTS RECORD QUARTERLY EARNINGS
OCTOBER 17, 1994
PAGE 5
FINANCIAL HIGHLIGHTS
(dollars in millions, except per share amounts)
<CAPTION>
Three months ended
-----------------------------------
9-30-94 6-30-94 9/30/93
------- ------- -------
<S> <C> <C> <C>
SUMMARY OF OPERATIONS
Net interest income (TE) $694.0 $695.1 $689.5
Provision for loan losses 27.2 35.0 49.9
Noninterest income 223.3 227.4 288.7
Noninterest expense 530.1 538.7 590.8
Net income 229.3 221.8 200.8
PER COMMON SHARE
Net income $ 0.92 $ 0.89 $ 0.82
Cash dividends 0.32 0.32 0.28
Book value at period-end 18.78 18.17 17.32
Market price at period-end 30.50 31.88 32.00
AT PERIOD-END
Full-time equivalent employees 29,411 29,810 30,482
Full-service banking offices 1,279 1,275 1,263
PERFORMANCE RATIOS
Return on average total assets 1.43 % 1.43 % 1.40 %
Return on average common equity 19.95 19.77 19.10
Return on average total equity 19.60 19.43 18.73
Efficiency (1) 57.90 58.43 60.13
Overhead (2) 44.48 44.87 46.50
Net interest margin 4.79 4.92 5.30
CAPITAL RATIOS AT PERIOD-END
Equity to assets 7.29 % 7.26 % 7.41 %
Tangible equity to tangible assets 6.45 6.42 6.52
Tier 1 risk-adjusted capital (3) 8.72 8.77 8.66
Total risk-adjusted capital (3) 11.89 12.03 12.18
Leverage (3) 6.82 6.76 6.74
<FN>
(1) Calculated as noninterest expense (excluding nonrecurring charges) divided by
taxable-equivalent net interest income plus noninterest income (excluding net
securities transactions and gains on certain asset sales).
(2) Calculated as noninterest expense (excluding nonrecurring charges) less
noninterest income (excluding net securities transactions and gains on certain asset
sales) divided by taxable-equivalent net interest income.
(3) 9-30-94 ratio is estimated.
TE = Taxable equivalent
</TABLE>
<PAGE> 6
<TABLE>
KEYCORP REPORTS RECORD QUARTERLY EARNINGS
OCTOBER 17, 1994
PAGE 6
FINANCIAL HIGHLIGHTS
(dollars in millions, except per share amounts)
<CAPTION>
Three months ended
-----------------------------------
9-30-94 6-30-94 9-30-93
------- ------- -------
<S> <C> <C> <C>
ASSET QUALITY
Net loan charge-offs $25.9 $31.2 $47.3
Net loan charge-offs to average loans 0.24 % 0.30 % 0.49 %
Allowance for loan losses $820.2 $816.4 $799.4
Allowance for loan losses to
period-end loans 1.84 % 1.89 % 2.05 %
Allowance for loan losses to
nonperforming loans 286.62 264.21 210.53
Nonperforming loans at period-end $286.1 $309.0 $379.7
Nonperforming assets at period-end 398.5 431.9 622.7
Nonperforming loans to period-end loans 0.64 % 0.72 % 0.97 %
Nonperforming assets to period-end loans plus
OREO and other nonperforming assets 0.89 1.00 1.58
</TABLE>
<TABLE>
<CAPTION>
Nine months ended
----------------------
9-30-94 9-30-93
------- -------
<S> <C> <C>
SUMMARY OF OPERATIONS
Net interest income (TE) $2,071.8 $2,049.1
Provision for loan losses 99.0 165.3
Noninterest income 677.3 764.6
Noninterest expense 1,611.6 1,695.6
Net income 659.7 587.6
PER COMMON SHARE
Net income $2.66 $2.40
Cash dividends 0.96 0.84
PERFORMANCE RATIOS
Return on average total assets 1.43 % 1.39 %
Return on average common equity 19.65 19.52
Return on average total equity 19.31 19.07
Efficiency (1) 58.81 60.21
Overhead (2) 45.53 46.42
Net interest margin 4.91 5.35
ASSET QUALITY
Net loan charge-offs $88.4 $168.5
Net loan charge-offs to average loans 0.28 % 0.59 %
</TABLE>
<PAGE> 7
<TABLE>
KEYCORP REPORTS RECORD QUARTERLY EARNINGS
OCTOBER 17, 1994
PAGE 7
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
<CAPTION>
9-30-94 6-30-94 9-30-93
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Loans $44,608.8 $43,157.6 $39,070.7
Mortgage loans held for sale 418.3 529.6 1,121.7
Investment securities 10,524.0 9,311.6 10,057.7
Securities available for sale 2,960.3 4,169.7 1,805.8
Short-term investments 126.7 178.5 879.6
--------- --------- ---------
Total earning assets 58,638.1 57,347.0 52,935.5
Allowance for loan losses (820.2) (816.4) (799.4)
Cash and due from banks 3,006.7 3,132.9 2,656.1
Premises and equipment 947.3 933.3 903.7
Other real estate owned 107.5 118.0 229.4
Goodwill 387.9 372.0 378.6
Other intangible assets 188.6 194.7 172.0
Purchased mortgage servicing rights 197.5 193.7 187.2
Other assets 1,846.9 1,881.4 1,506.1
--------- --------- ---------
TOTAL ASSETS $64,500.3 $63,356.6 $58,169.2
========= ========= =========
LIABILITIES
Deposits in domestic offices:
Noninterest-bearing $ 8,531.3 $ 8,414.2 $ 8,060.6
Interest-bearing 35,945.7 35,787.8 35,706.3
Deposits in foreign office-interest-bearing 3,339.5 3,594.2 573.0
--------- --------- ---------
Total deposits 47,816.5 47,796.2 44,339.9
Federal funds purchased and securities
sold under agreements to repurchase 5,514.8 5,509.7 4,936.3
Other short-term borrowings 3,172.7 2,326.4 1,633.9
Other liabilities 1,116.6 1,001.9 1,040.6
Long-term debt 2,177.8 2,123.6 1,908.4
--------- --------- ---------
TOTAL LIABILITIES 59,798.4 58,757.8 53,859.1
SHAREHOLDERS' EQUITY
Preferred stock 160.0 160.0 160.0
Common equity 4,541.9 4,438.8 4,150.1
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 4,701.9 4,598.8 4,310.1
TOTAL LIABILITIES AND --------- --------- ---------
SHAREHOLDERS' EQUITY $64,500.3 $63,356.6 $58,169.2
========= ========= =========
Common Shares outstanding (000) 243,542 244,246 239,581
</TABLE>
<PAGE> 8
<TABLE>
KEYCORP REPORTS RECORD QUARTERLY EARNINGS
OCTOBER 17, 1994
PAGE 8
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share amounts)
<CAPTION>
Three months ended
-----------------------------------
9-30-94 6-30-94 9-30-93
--------- --------- ---------
<S> <C> <C> <C>
INTEREST INCOME $1,150.7 $1,102.6 $1,051.0
INTEREST EXPENSE 471.1 422.3 378.6
--------- --------- ---------
NET INTEREST INCOME 679.6 680.3 672.4
Provision for loan losses 27.2 35.0 49.9
--------- --------- ---------
652.4 645.3 622.5
NONINTEREST INCOME
Service charges on deposit accounts 67.9 68.4 65.0
Trust income 53.9 55.6 63.4
Mortgage banking income 19.3 22.6 35.8
Credit card fees 20.5 18.9 19.8
Insurance and brokerage 14.9 15.4 18.0
Special asset management fees 3.1 6.8 4.3
Net securities gains 2.0 0.6 25.4
Gains on certain asset sales - - 29.4
Other income 41.7 39.1 27.6
--------- --------- ---------
Total noninterest income 223.3 227.4 288.7
NONINTEREST EXPENSE
Personnel 264.9 267.3 284.1
Net occupancy 53.9 53.2 52.1
Equipment 39.3 39.6 40.9
FDIC insurance assessments 25.3 24.8 24.0
Professional fees 11.2 11.5 12.0
OREO expense, net 0.8 2.4 10.0
Other expense 134.7 139.9 167.7
--------- --------- ---------
Total noninterest expense 530.1 538.7 590.8
--------- --------- ---------
INCOME BEFORE INCOME TAXES 345.6 334.0 320.4
Income taxes 116.3 112.2 119.6
--------- --------- ---------
NET INCOME $229.3 $221.8 $200.8
========= ========= =========
Net income applicable to Common Shares $225.3 $217.8 $196.6
Net income per Common Share 0.92 0.89 0.82
Wtd. avg. Common Shares outstanding (000) 244,132 244,823 240,822
Taxable-equivalent adjustment $14.4 $14.8 $17.1
</TABLE>
<PAGE> 9
<TABLE>
KEYCORP REPORTS RECORD QUARTERLY EARNINGS
OCTOBER 17, 1994
PAGE 9
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share amounts)
<CAPTION>
Nine months ended
---------------------
9-30-94 9/30/94
-------- --------
<S> <C> <C>
INTEREST INCOME $3,298.3 $3,163.4
INTEREST EXPENSE 1,270.3 1,162.7
-------- --------
NET INTEREST INCOME 2,028.0 2,000.7
Provision for loan losses 99.0 165.3
-------- --------
1,929.0 1,835.4
NONINTEREST INCOME
Service charges on deposit accounts 198.6 189.7
Trust income 166.5 190.2
Mortgage banking income 66.7 94.5
Credit card fees 56.1 54.3
Insurance and brokerage 46.3 49.7
Special asset management fees 12.1 28.3
Net securities gains 9.0 28.4
Gains on certain asset sales 29.4
Other income 122.0 100.1
-------- --------
Total noninterest income 677.3 764.6
NONINTEREST EXPENSE
Personnel 807.8 815.2
Net occupancy 162.6 154.6
Equipment 118.8 120.7
FDIC insurance assessments 74.1 74.6
Professional fees 35.2 39.6
OREO expense, net 4.5 31.4
Other expense 408.6 459.5
-------- --------
Total noninterest expense 1,611.6 1,695.6
-------- --------
INCOME BEFORE INCOME TAXES 994.7 904.4
Income taxes 335.0 316.8
-------- --------
NET INCOME $659.7 $587.6
======== ========
Net income applicable to Common Shares $647.7 $573.4
Net income per Common Share 2.66 2.40
Wtd. avg. Common Shares outstanding (000) 243,635 239,437
Taxable-equivalent adjustment $43.8 $48.4
</TABLE>
<PAGE> 10
KeyCorp Reports Record Quarterly Earnings
October 17, 1994
Page 10
CONSOLIDATED QUARTERLY AVERAGE BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
Three months ended
-----------------------------------
9-30-94 6-30-94 9-30-93
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Loans $43,616.2 $42,092.2 $38,431.3
Mortgage loans held for sale 463.5 866.1 1,155.3
Investment securities 9,617.0 9,189.1 9,366.8
Securities available for sale 3,890.5 4,297.7 1,987.2
Short-term investments 136.2 91.8 671.3
--------- --------- ---------
Total earning assets 57,723.4 56,536.9 51,611.9
Allowance for loan losses (822.2) (819.6) (806.4)
Other assets 6,537.4 6,441.9 6,246.2
--------- --------- ---------
TOTAL ASSETS $63,438.6 $62,159.2 $57,051.7
========= ========= =========
LIABILITIES
Deposits in domestic offices:
Noninterest-bearing $8,083.0 $8,055.1 $7,934.0
Interest-bearing 35,718.6 35,903.6 35,591.2
Deposits in foreign office-interest-bearing 3,407.3 2,993.7 772.4
--------- --------- ---------
Total deposits 47,208.9 46,952.4 44,297.6
Federal funds purchased and securities
sold under agreements to repurchase 6,295.9 6,240.0 4,058.5
Other short-term borrowings 2,052.9 1,363.0 1,462.4
Other liabilities 1,094.9 1,006.0 1,048.2
Long-term debt 2,144.3 2,020.0 1,931.4
--------- --------- ---------
TOTAL LIABILITIES 58,796.9 57,581.4 52,798.1
SHAREHOLDERS' EQUITY
Preferred stock 160.0 160.0 168.4
Common equity 4,481.7 4,417.8 4,085.2
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 4,641.7 4,577.8 4,253.6
TOTAL LIABILITIES AND --------- --------- ---------
SHAREHOLDERS' EQUITY $63,438.6 $62,159.2 $57,051.7
========= ========= =========
</TABLE>
<PAGE> 11
KeyCorp Reports Record Quarterly Earnings
October 17, 1994
Page 11
CONSOLIDATED YEAR-TO-DATE AVERAGE BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
Nine months ended
----------------------------
ASSETS 9-30-94 9-30-93
--------- ---------
<S> <C> <C>
Loans $41,995.9 $38,005.1
Mortgage loans held for sale 820.5 961.6
Investment securities 8,856.7 9,281.8
Securities available for sale 4,478.0 2,169.9
Short-term investments 127.5 768.6
--------- ---------
Total earning assets 56,278.6 51,187.0
Allowance for loan losses (819.2) (802.6)
Other assets 6,410.3 6,249.5
--------- ---------
TOTAL ASSETS $61,869.7 $56,633.9
========= =========
LIABILITIES
Deposits in domestic offices:
Noninterest-bearing $7,981.3 $7,657.7
Interest-bearing 35,742.6 35,498.3
Deposits in foreign office-interest-bearing 3,029.0 930.0
--------- ---------
Total deposits 46,752.9 44,086.0
Federal funds purchased and securities
sold under agreements to repurchase 5,847.9 4,346.4
Other short-term borrowings 1,619.3 1,181.5
Other liabilities 1,106.8 1,000.8
Long-term debt 1,975.1 1,899.3
--------- ---------
TOTAL LIABILITIES 57,302.0 52,514.0
SHAREHOLDERS' EQUITY
Preferred stock 160.0 191.9
Common equity 4,407.7 3,928.0
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 4,567.7 4,119.9
TOTAL LIABILITIES AND --------- ---------
SHAREHOLDERS' EQUITY $61,869.7 $56,633.9
========= =========
</TABLE>
<PAGE> 12
KeyCorp Reports Record Quarterly Earnings
October 17, 1994
Page 12
NONINTEREST INCOME RECLASSIFICATION
During the third quarter of 1994, certain fees were reclassified from the all
other category of noninterest income to mortgage banking income. This
reclassification was also made to prior period amounts to conform to the
current period presentation. Total noninterest income, as previously reported,
did not change. The reclassification referred to above is reflected in the
numbers presented in the following table:
<TABLE>
<CAPTION>
(dollars in thousands)
Mortgage Banking All Other Total Noninterest
Income Income Income
<S> <C> <C> <C> <C>
1992
1st quarter $24,533 $34,901 $222,207
2nd quarter 25,058 38,296 245,586
3rd quarter 24,435 49,941 231,363
4th quarter 23,572 42,711 226,037
------- -------- --------
12 MONTHS $97,598 $165,849 $925,193
1993
1st quarter $20,644 $30,316 $222,557
2nd quarter 38,066 42,112 253,263
3rd quarter 35,781 27,690 288,742
4th quarter 33,378 33,708 237,144
------- -------- --------
12 MONTHS $127,869 $133,826 $1,001,706
1994
1st quarter $24,795 $41,148 $226,556
2nd quarter 22,651 39,094 227,475
3rd quarter 19,300 41,670 223,307
------- -------- --------
9 MONTHS $66,746 $121,912 $677,338
</TABLE>
