-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JM25sFn5MKX7L49B94QnSBqrmhs4pZd7WJKWjxv2/t8bxWIqi50Sy9MCddcpSFw2 d3buzeJlxq2m/Fa4IEn5eg== 0000912057-97-016418.txt : 19970512 0000912057-97-016418.hdr.sgml : 19970512 ACCESSION NUMBER: 0000912057-97-016418 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970509 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 97599196 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 Commission file number 1-1969 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-0278528 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 8100 34th Avenue South, Minneapolis, Minnesota 55425 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612)853-8100 (Former name, former address and former fiscal year if changed from 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 The number of shares of registrant's Common Stock, par value $.50 per share, outstanding as of March 31, 1997, was 80,365,580. CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q INDEX Pages Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations for the three month periods ended March 31, 1997 and 1996 ................................. 3 Consolidated Balance Sheets as of March 31, 1997 and December 31, 1996 .................... 4 Consolidated Statements of Cash Flows for the three month periods ended March 31, 1997 and 1996 ............. 5 Notes to Consolidated Financial Statements .............. 6 In the opinion of the Company, the unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals, except as set forth in the notes to consolidated financial statements) necessary to present fairly the financial position as of March 31, 1997, and results of operations and cash flows for the three month periods ended March 31, 1997 and 1996. The results of operations for the three month period ended March 31, 1997, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the notes to consolidated financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................. 10-12 Part II. Other Information Item 1. Legal Proceedings ................................... 13 Item 6. Exhibits and Reports on Form 8-K .................... 14 Signature ......................................................... 15 Exhibit 11. Statement re computation of earnings per share ........ 16 - 2 - FORM 10-Q PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF OPERATIONS Ceridian Corporation (Unaudited) and Subsidiaries For Periods Ended March 31, (Dollars in millions, except per share data) Three Months 1997 1996 Revenue Product sales $ 169.0 $ 146.3 Services 245.5 222.7 Total 414.5 369.0 Cost of revenue Product sales 124.9 107.7 Services 120.4 108.1 Total 245.3 215.8 Gross profit 169.2 153.2 Operating expenses Selling, general and administrative 88.2 83.2 Research and development 19.4 16.5 Other expense (income) 14.0 0.8 Earnings before interest and taxes 47.6 52.7 Interest income 1.5 1.9 Interest expense (2.3) (3.1) Earnings before income taxes 46.8 51.5 Income tax provision 3.0 4.1 Net earnings $ 43.8 $ 47.4 Earnings per share Primary $ 0.54 $ 0.63 Fully diluted $ 0.54 $ 0.59 Weighted average common shares and equivalents outstanding (000's) Primary 81,015 70,122 Fully diluted 81,015 80,506 See notes to consolidated financial statements. - 3 - FORM 10-Q CONSOLIDATED Ceridian Corporation BALANCE SHEETS (Unaudited) and Subsidiaries - -------------------------------------------------------------------------------- March 31, December 31, Assets 1997 1996 (In Millions) Cash and equivalents $ 145.7 $ 169.2 Trade and other receivables, net 425.7 382.0 Inventories 40.9 47.6 Other current assets 17.9 14.8 Total current assets 630.2 613.6 Investments and advances 17.9 13.7 Property, plant and equipment, net 128.9 129.0 Goodwill and other intangibles, net 276.1 282.6 Software and development costs, net 115.6 110.4 Prepaid pension cost 101.8 99.5 Other noncurrent assets 2.4 2.3 Total assets $ 1,272.9 $ 1,251.1 Liabilities And Stockholders' Equity Short-term debt and current portion of long-term obligations $ 1.4 $ 2.0 Accounts payable 65.2 52.8 Drafts and settlements payable 130.3 138.4 Customer advances 99.5 99.4 Deferred income 80.1 74.3 Accrued taxes 71.8 75.8 Employee compensation and benefits 57.9 73.5 Restructure reserves, current portion 21.2 14.9 Other accrued expenses 101.8 93.7 Total current liabilities 629.2 624.8 Long-term obligations, less current portion 122.0 142.1 Deferred income taxes 8.1 7.7 Restructure reserves, less current portion 31.6 42.0 Employee benefit plans 73.7 73.3 Deferred income and other noncurrent liabilities 16.3 14.9 Stockholders' equity 392.0 346.3 Total liabilities and stockholders' equity $ 1,272.9 $ 1,251.1 - -------------------------------------------------------------------------------- See notes to consolidated financial statements. - 4 - FORM 10-Q CONSOLIDATED Ceridian Corporation STATEMENT OF CASH FLOWS (Unaudited) and Subsidiaries For Periods Ended March 31, Three Months 1997 1996 (In millions) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 43.8 $ 47.4 Adjustments to reconcile net earnings to net cash provided by (used for) operating activities: Depreciation and amortization 19.5 16.6 Restructure reserves utilized (4.1) (4.0) Other 4.3 (5.8) Net change in working capital items: Trade and other receivables (45.7) (31.3) Other current assets 3.5 (3.3) Drafts and settlements payable (8.1) 6.8 Customer advances and deferred income 6.4 - Other current liabilities 1.4 (10.2) Net cash provided by (used for) operating activities 21.0 16.2 CASH FLOWS FROM INVESTING ACTIVITIES Expended for property, plant and equipment (13.2) (10.9) Expended for software and development costs (7.9) (12.8) Expended for investments in and advances to businesses, less cash acquired (4.4) (4.9) Proceeds from sales of businesses and assets 0.2 0.1 Net cash provided by (used for) investing activities (25.3) (28.5) CASH FLOWS FROM FINANCING ACTIVITIES Revolving credit and overdrafts, net (19.2) (34.3) Borrowings of other debt - - Repayment of other debt (1.5) (3.2) Preferred stock dividends - (3.2) Exercise of stock options and other 1.6 7.4 Net cash provided by (used for) financing activities (19.1) (33.3) Effect of exchange rate changes on cash (0.1) (0.2) NET CASH PROVIDED (USED) (23.5) (45.8) Cash and equivalents at beginning of period 169.2 151.7 Cash and equivalents at end of period $ 145.7 $ 105.9 See notes to consolidated financial statements. - 5 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1997 (Dollars in millions) (Unaudited) Capital Assets March 31, December 31, 1997 1996 Property, Plant and Equipment Land $ 2.8 $ 2.6 Machinery and equipment 279.9 271.2 Buildings and improvements 78.4 77.7 Construction in progress 0.4 0.5 361.5 352.0 Accumulated depreciation (232.6) (223.0) Property, plant and equipment, net $ 128.9 $ 129.0 Goodwill and Other Intangibles Goodwill $ 249.6 $ 250.0 Accumulated amortization (43.5) (40.1) Goodwill, net 206.1 209.9 Other intangible assets 83.6 85.0 Accumulated amortization (13.6) (12.3) Other intangibles, net 70.0 72.7 Goodwill and other intangibles, net $ 276.1 $ 282.6 Software and Development Costs Purchased software $ 44.9 $ 40.8 CII development cost 89.9 83.6 Other software development cost 22.6 22.1 157.4 146.5 Accumulated amortization (41.8) (36.1) Software and development costs, net $ 115.6 $ 110.4 For Periods Ended March 31, Three Months Depreciation and Amortization 1997 1996 Depreciation and amortization of property, plant and equipment $ 12.0 $ 10.6 Amortization of goodwill 3.4 3.0 Amortization of other intangibles 1.8 1.2 Amortization of software and development costs 3.1 2.5 Other amortization (0.8) (0.7) Total $ 19.5 $ 16.6 - 6 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1997 (Dollars in millions) (Unaudited) STOCKHOLDERS' EQUITY March 31, December 31, 1997 1996 Common Stock Par value - $.50 Shares authorized - 200,000,000 Shares issued - 80,404,768 and 79,789,627 $ 40.2 $ 39.9 Shares outstanding - 80,365,580 and 79,768,431 Additional paid-in capital 1,121.7 1,123.4 Accumulated deficit (754.4) (798.7) Foreign currency translation adjustments (0.4) 0.4 Restricted stock awards (7.8) (12.0) Pension liability adjustment (6.3) (6.3) Treasury stock, at cost (39,188 and 21,196 common shares) (1.0) (0.4) Total stockholders' equity $ 392.0 $ 346.3 OTHER EXPENSE (INCOME) For Periods Ended March 31, Three Months 1997 1996 Foreign currency translation expense (income) $ 1.0 $ (0.1) Loss (Gain) on sale of assets 0.2 0.1 Other expense (income) (1.0) (0.2) Age Discrimination Settlement 13.0 0.0 Minority interest and equity in operations of affiliates 0.8 1.0 Total $ 14.0 $ 0.8 - 7 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1997 (Dollars in millions) (Unaudited) RECEIVABLES March 31, December 31, 1997 1996 Trade and Other Receivables, Net: Trade, less allowance of $12.7 and $11.4 $ 296.4 $ 259.5 Unbilled 116.4 111.5 Other 12.9 11.0 -------- --------- Total $ 425.7 $ 382.0 RESTRUCTURE RESERVES Bal Bal Dec 31, Mar 31, 1996 Adds Paid Other 1997 Severance and Related Costs $ 4.7 $ -- $ 1.1 $ -- $ 3.6 Vacant Space 10.8 -- 2.0 -- 8.8 Costs to Dispose of Businesses 1.8 -- -- -- 1.8 Legal Costs 10.9 -- 0.7 -- 10.2 Environmental Costs 11.3 -- 0.2 -- 11.1 Duplicate Processing/Support 0.3 -- -- -- 0.3 Other 17.1 -- 0.1 -- 17.0 Total $ 56.9 $ -- $ 4.1 $ -- $ 52.8 - 8 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1997 (Dollars in millions) (Unaudited) INVESTING ACTIVITY In February 1997, Ceridian acquired FLX Corporation, a developer of human resources management and benefits software which had revenue of $3.7 million in 1996 and is associated with the Human Resources Group. The acquisition was accounted for by the pooling-of-interests method. - 9 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE STATEMENTS REGARDING CERIDIAN CORPORATION ("CERIDIAN" OR "THE COMPANY") CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL IN NATURE, PARTICULARLY THOSE THAT UTILIZE TERMINOLOGY SUCH AS "EXPECTS," "ANTICIPATES," "BELIEVES" OR "PLANS," ARE FORWARD-LOOKING STATEMENTS BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS, AND ENTAIL VARIOUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS KNOWN TO CERIDIAN THAT COULD CAUSE SUCH MATERIAL DIFFERENCES ARE DISCUSSED UNDER THE CAPTION "1997 FINANCIAL OUTLOOK" ON PAGES 24 AND 25 OF CERIDIAN'S 1996 ANNUAL REPORT TO STOCKHOLDERS, WHICH IS INCORPORATED BY REFERENCE INTO PART II, ITEM 7 OF CERIDIAN'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, WHICH DISCUSSION IS ALSO INCORPORATED HEREIN BY REFERENCE. RESULTS OF OPERATIONS Included in the Company's first quarter 1997 results is a charge of $13.0 million ($12.1 million after tax) recorded as the result of the March 1997 settlement of certain age discrimination litigation involving the Company (see Part II, Item 1 of this report). Absent the charge related to this settlement, the Company would have reported first quarter 1997 net earnings of $55.9 million, or $0.69 per fully diluted common share. REVENUE. The following table sets forth revenue for the Company, its two industry segments, and the businesses that comprise those segments for the periods shown: Quarter ended March 31, (DOLLARS IN MILLIONS) 1997 1996 change Information Services Segment Arbitron $36.6 1.5% $36.1 Human Resources Group 149.4 18.1% 126.6 Comdata 77.9 9.0% 71.5 ------ ----- Total 263.9 12.7% 234.2 Defense Electronics Segment Computing Devices International 150.6 11.8% 134.8 ------ ----- Total Revenue $414.5 12.3% 369.0 ------ ----- ------ ----- About 30% of Information Services' revenue growth was attributable to acquisitions. Also affecting Information Services' revenue comparison was a first quarter 1996 change in the revenue recognition policy of Arbitron's Scarborough Research Partnership ("SRP") which had the effect of increasing Arbitron's first quarter 1996 revenue by $3.4 million. Adjusting for these factors, Information Services' revenue increased 10% in the quarterly comparison. Slightly more than one-fourth of the revenue growth in HRG was due to acquisitions. Adjusted for acquisitions, HRG's revenue growth largely reflected increases in the seasonal volume of W-2 processing, in consulting and installation services, and in investment income from tax filing deposits, as well as increased demand for Resumix's skills management software and related services. Approximately half of Comdata's revenue growth was due to acquisitions. Adjusted for acquisitions, Comdata's revenue growth reflected a significant increase in the number of ATM cash advance transactions in its gaming business and, in its transportation business, increased demand for telecommunications services and for Trendar systems to - 10 - improve automation at truck stop fuel desks. Partially offsetting these revenue gains were a decrease in revenue from credit card cash advances in the gaming business, reflecting both a decrease in transactions and an increase by a major credit card association in the merchant discount rate on such transactions (which is netted against revenue), and a decrease in revenue recognized by Comdata as the result of unreconciled transactions. Adjusting for the impact of the SRP revenue recognition change, Arbitron's revenue increased 12%, as it experienced an increase in revenue from sales of radio audience measurement services and analytical software and an accelerated pace of order renewals for the Scarborough Report. Computing Devices' revenue increase was due primarily to contracts in its U.S. operations for the production of avionics, data storage and intelligence systems that are nearing completion, the 1996 increase in orders for avionics products from its United Kingdom operations, and the Iris contract. GROSS MARGIN. The Company's gross margin decreased in the quarterly comparison from 41.5% to 40.8%, reflecting a decrease in Computing Devices from 22.9% to 20.9% of revenue. The decrease in Computing Devices' gross margin was due primarily to inventory write-downs in its U.S. operations related to the wearable computer and contract manufacturing operations. Information Services' gross margin was unchanged in the quarterly comparison at 52.2%, with margin improvements in Arbitron effectively negated by a margin decrease in Comdata. The gross margin increase in Arbitron was due in part to additional costs in the first quarter 1996 resulting from the change in SRP's revenue recognition policy, but also to the revenue growth from radio ratings and software applications and cost reduction efforts in connection with a proprietary marketing analysis system that Arbitron acquired several years ago. The gross margin decrease in Comdata was primarily due to increased agent commissions paid to gaming locations, to the increased merchant discount rate, and to revenue mix. OPERATING EXPENSES. The increase in the Company's operating expenses from 27.2% of revenue in the first quarter of 1996 to 29.3% of revenue in the first quarter of 1997 was due to the $13.0 million of other expense related to the previously mentioned litigation settlement. Apart from that expense, operating expenses decreased to 26.2% of revenue in the first quarter 1997. This decrease was primarily due to a Company-wide decrease in selling, general and administrative ("SG&A") expenses from 22.5% to 21.3% of revenue in the quarterly comparison. About half of this improvement was due to higher compensation expense during the first quarter 1996 associated with the Company's performance restricted stock plan. Also contributing to the improvement was decreased selling expense in Computing Devices' U.S. operations. EARNINGS BEFORE INTEREST AND TAXES. The Company's earnings before interest and taxes ("EBIT") decreased $5.0 million, or 9.6%, from the first quarter 1996 to the first quarter 1997. Apart from the impact of the litigation settlement, the Company's EBIT increased $8.0 million, or 15.1%. Information Services' EBIT increased $6.7 million, or 15.8%, in the quarterly comparison, and increased from 18.1% of revenue in the first quarter 1996 to 18.6% of revenue in the first quarter 1997. Computing Devices' EBIT increased $1.3 million, or 12.5%, in the quarterly comparison, and increased as a percentage of revenue from 7.5% to 7.6%. INTEREST INCOME AND EXPENSE AND TAXES. The decrease in interest expense in the quarterly comparison reflected lower levels of debt. The provisions for income taxes for the first quarters of 1996 and 1997 reflect effective tax rates of 8.0% and 6.4%, respectively. The provisions primarily relate to state and foreign taxes, and the decrease in the effective rate reflects an increased portion of the Company's consolidated earnings being derived from the U.S. - 11 - FINANCIAL CONDITION Of the Company's cash and equivalents at March 31, 1997, $82.8 million were the U.S. dollar equivalent of unhedged Canadian dollar cash and equivalents held by the Company's Canadian subsidiary, and $14.5 million was required to service Comdata's ATM machines. In early April 1997, the Company also paid $24.0 million in settlement of the previously described litigation. Reflected in the cash utilized in the first quarter 1997 in connection with working capital items was a $45.7 million increase in trade and other receivables, primarily reflecting increases in Comdata's gaming receivables relating to the first quarter ending on a Monday. Cash and receivables balances can be significantly affected by the particular day of the week on which the applicable accounting period ends, primarily because of the large volume of weekend transactions in Comdata's gaming business. Investing activities utilized somewhat less cash during the first quarter 1997 compared to the first quarter 1996 because of lower expenditures for capitalized software, as HRG was in the process of assessing and scheduling additional development efforts required in connection with the CII software development project. Financing activities also utilized less cash during the first quarter 1997 as compared to the first quarter 1996, with the difference primarily reflecting a decrease in the amount of debt repaid and the elimination of the dividend on the Company's 5 1/2% preferred stock following its conversion into common stock in December 1996. At March 31, 1997, $115.0 million in revolving loans and $1.4 million in standby letters of credit were outstanding under the Company's revolving credit facility. The Company was in compliance with all covenants contained in the credit facility on that date, and would have been entitled to avail itself of an additional $367 million of borrowing under the permitted debt covenant in the credit facility. - 12 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1997 Part II. Other Information Item 1. Legal Proceedings Age Discrimination Litigation. On March 5, 1997, Ceridian announced that it had agreed to settle lawsuits brought by 313 former employees who were terminated during the period 1987-1990, and who had filed suit against Ceridian in U.S. District Court in Minnesota in 1990 alleging violations of the Age Discrimination in Employment Act. Under an agreement in which Ceridian denied any wrongdoing, plaintiffs and their attorneys were paid $28.5 million on April 1, 1997, with $24.0 million paid by Ceridian and $4.5 million paid by Control Data Systems, Inc. Ceridian will seek to recover the portion of its share of the settlement attributable to employees of its former Imprimis Technology Incorporated subsidiary from Seagate Technology, Inc., the purchaser of that subsidiary. Of the $24 million cost of the settlement to Ceridian, $11 million was covered by reserves that had been established in June 1994 and the $13 million balance was recorded in the first quarter 1997. Retirement Plan Litigation. On May 5, 1997, the U.S. District Court in Minnesota ruled on a motion by Ceridian and its U.S. defined benefit pension plans (collectively, the "Plan") for summary judgment in connection with class action litigation involving 12,000 former employees seeking increased lump sum pension benefit payments. Although the court granted the defendants' motion for summary judgment as to three of the four counts in the complaint, in the course of the opinion and order denying summary judgment on the fourth count, the court expressed the view that the Plan unambiguously specified a discount rate that would have provided larger lump sum pension benefits than had been paid by the Plan. Ceridian believes that the court's actions in connection with the remaining count are in error, will seek reconsideration, and will appeal any adverse judgment. Any such judgment would result in an increase in Plan liabilities that is not currently determinable. - 13 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q March 31, 1997 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit Description 11 Statement re computation of earnings per share 27 Financial Data Schedule 27.1 Financial Data Schedule - 1993 Restated 27.2 Financial Data Schedule - 1994 Restated 27.3 Financial Data Schedule - 1995 Restated (b) Reports on Form 8-K. The Company filed a Form 8-K on January 23, 1997, reporting under Item 5 thereof important factors known to the Company that could cause the Company's actual results in 1997 to differ materially from forward-looking statements made in Company filings with the Securities and Exchange Commission and in press releases and other Company publications, and made orally by Company management. This filing was made for purposes of the safe harbor provided for forward-looking statements by Section 21E of the Securities Exchange Act of 1934, as amended. - 14 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the period ended March 31, 1997, to be signed on its behalf by the undersigned thereunto duly authorized. CERIDIAN CORPORATION Registrant Date: May 8, 1997 /s/ L. D. Gross L. D. Gross Vice President and Corporate Controller (Principal Accounting Officer) - 15 - EX-11 2 EXHIBIT 11 Exhibit 11 CERIDIAN CORPORATION AND SUBSIDIARIES STATEMENT RE COMPUTATION OF EARNINGS PER SHARE (Amounts in millions, except per share data) For Periods Ended March 31, Three Months 1997 1996 Net earnings for common stockholders - primary $ 43.8 $ 44.2 Restore dividends on convertible preferred stock 0.0 3.2 Net earnings for fully diluted earnings per share $ 43.8 $ 47.4 Weighted average common shares outstanding 79,599 66,941 Common share equivalents from stock options and restricted stock awards 1,416 3,181 Weighted average common shares and equivalents outstanding - primary 81,015 70,122 Shares issuable assuming conversion of preferred stock 0 10,384 Weighted average common shares and equivalents outstanding - adjusted for full dilution 81,015 80,506 Net earnings for common stockholders - primary $ 43.8 $ 44.2 Weighted average common shares and equivalents outstanding - primary 81,015 70,122 Primary earnings per share $ 0.54 $ 0.63 Net earnings for fully diluted earnings per share $ 43.8 $ 47.4 Weighted average common shares and equivalents outstanding - adjusted for full dilution 81,015 80,506 Fully diluted earnings per share $ 0.54 $ 0.59 - 16 - EX-27 3 EXHIBIT 27 FDS
5 1,000 3-MOS DEC-31-1997 MAR-31-1997 145,700 0 425,700 12,700 40,900 630,200 361,500 232,600 1,272,900 629,200 122,000 0 0 40,200 351,000 1,272,900 169,000 414,500 124,900 245,300 14,000 0 2,300 46,800 3,000 43,800 0 0 0 43,800 0.54 0.54
EX-27.1 4 EXHIBIT 27.1 FDS
5 1,000 YEAR DEC-31-1993 DEC-31-1993 129,800 103,400 254,800 11,800 31,600 517,400 274,000 173,900 850,800 441,000 246,700 0 4,700 32,700 (46,300) 850,800 450,200 1,109,800 358,800 731,500 (3,500) 0 46,800 (239,700) 4,000 (243,700) 0 8,400 0 (252,100) (3.92) (3.92)
EX-27.2 5 EXHIBIT 27.2 FDS
5 1,000 3-MOS 6-MOS 9-MOS YEAR DEC-31-1994 DEC-31-1994 DEC-31-1994 DEC-31-1994 MAR-31-1994 JUN-30-1994 SEP-30-1994 DEC-31-1994 136,600 146,200 162,200 137,800 78,800 63,700 50,500 54,600 269,900 280,900 284,200 307,500 11,900 12,000 12,200 12,200 26,800 27,600 21,900 26,500 508,500 514,800 514,700 523,600 278,200 280,800 290,700 293,500 176,100 176,900 182,200 181,700 846,900 938,000 953,800 977,500 425,900 462,300 481,500 480,600 246,100 255,100 228,000 230,200 0 0 0 0 4,700 4,700 4,700 4,700 32,900 33,000 33,200 33,400 (22,900) (2,300) 27,700 48,800 846,900 938,000 953,800 977,500 114,100 242,100 393,600 528,000 281,500 565,800 876,500 1,177,800 91,700 192,200 308,800 406,100 172,900 351,700 548,100 729,700 400 500 (700) (3,200) 0 0 0 0 8,100 16,200 24,200 32,200 28,000 54,000 84,000 115,200 3,600 6,700 9,500 17,500 24,400 47,300 74,500 97,700 0 0 0 0 0 0 0 0 0 0 0 0 24,400 47,300 74,500 97,700 0.31 0.61 0.96 1.25 0.31 0.61 0.96 1.25
EX-27.3 6 EXHIBIT 27.3 FDS
5 3-MOS 6-MOS 9-MOS YEAR DEC-31-1995 DEC-31-1995 DEC-31-1995 DEC-31-1995 MAR-31-1995 JUN-30-1995 SEP-30-1995 DEC-31-1995 117,300 128,500 192,300 151,700 55,700 84,500 23,600 0 313,100 319,600 350,300 385,200 11,200 11,500 11,700 12,400 27,900 29,200 33,600 30,400 517,900 576,900 616,200 570,800 301,200 311,100 319,500 323,300 187,100 193,500 198,000 202,400 995,000 1,058,000 1,119,000 1,126,100 467,200 500,100 541,700 605,600 230,000 237,400 225,200 205,300 0 0 0 0 4,700 4,700 4,700 4,700 33,500 33,500 33,500 33,700 84,500 114,800 150,400 111,600 995,000 1,058,000 1,119,000 1,126,100 141,400 279,900 408,700 562,800 326,200 653,600 971,500 1,333,000 108,100 209,200 300,700 411,000 195,600 394,000 583,400 800,300 (500) 200 800 33,600 0 0 0 0 7,700 15,600 23,300 30,600 39,700 74,500 114,000 116,200 4,300 9,800 15,700 18,700 35,400 64,700 98,300 97,500 0 0 0 0 0 0 0 38,900 0 0 0 0 35,400 64,700 98,300 58,600 0.47 0.85 1.28 0.66 0.45 0.82 1.23 0.66
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