SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Three Months Commission File
Ended January 28, 2000 Number: 1-3011
THE VALSPAR CORPORATION
-----------------------
State of Incorporation: IRS Employer ID No.:
Delaware 36-2443580
Principal Executive Offices:
1101 Third Street South
Minneapolis, MN 55415
Telephone Number: 612/332-7371
The registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities and Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.
As of February 28, 2000, The Valspar Corporation had 42,730,278 shares of common
stock outstanding, excluding 10,591,034 shares held in treasury. The Company had
no other classes of stock outstanding.
<PAGE>
1
THE VALSPAR CORPORATION
Index to Form 10-Q
for the Quarter Ended January 28, 2000
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - January 28,
2000, January 29, 1999 and October 29,1999................ 2 & 3
Condensed Consolidated Statements of Income - Three
months ended January 28, 2000 and January 29, 1999........ 4
Condensed Consolidated Statements of Cash Flows - Three
months ended January 28, 2000 and January 29, 1999........ 5
Notes to Condensed Consolidated Financial Statements -
January 28, 2000.......................................... 6 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 9 - 11
Item 3. Quantitative and Qualitative Disclosures about Market
Risk...................................................... 11 & 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................... 12
Item 6. Exhibits and Reports on Form 8-K........................... 12
SIGNATURES.......................................................... 13
<PAGE>
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE VALSPAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
January 28, January 29, October 29,
2000 1999 1999
----------- ----------- -----------
(Unaudited) (Unaudited) (Note)
<S> <C> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 27,605 $ 12,480 $ 33,189
Accounts receivable less allowance
(1/28/00 - $5,306; 1/29/99 -
$1,850; 10/29/99 - $4,801) 254,969 216,509 260,663
Inventories:
Manufactured products 114,533 111,828 115,585
Raw materials, supplies and work-in-
process 52,120 30,411 47,069
----------- ----------- -----------
166,653 142,239 162,654
Other current assets 57,855 55,675 58,422
----------- ----------- -----------
TOTAL CURRENT ASSETS 507,082 426,903 514,928
GOODWILL, NET 215,828 95,916 218,668
OTHER ASSETS, NET 66,315 52,717 64,991
PROPERTY, PLANT AND EQUIPMENT 533,646 443,526 533,222
Less allowance for depreciation (228,791) (198,772) (221,089)
----------- ----------- -----------
304,855 244,754 312,133
----------- ----------- -----------
$ 1,094,080 $ 820,290 $ 1,110,720
=========== =========== ===========
</TABLE>
Note: The Balance Sheet at October 29, 1999 has been derived from the audited
financial statements at that date.
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
3
THE VALSPAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
January 28, January 29, October 29,
2000 1999 1999
----------- ----------- -----------
(Unaudited) (Unaudited) (Note)
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes payable to banks $ 50,961 $ 73,715 $ 53,899
Trade accounts payable 139,497 121,154 154,312
Income taxes 19,909 10,810 21,862
Accrued liabilities 120,972 87,249 144,639
----------- ----------- -----------
TOTAL CURRENT LIABILITIES 331,339 292,928 374,712
LONG-TERM DEBT 316,734 151,120 298,874
DEFERRED LIABILITIES 43,625 28,146 43,378
STOCKHOLDERS' EQUITY:
Common Stock (Par Value-$.50;
Authorized 120,000,000 shares;
Shares issued, including shares in
treasury-53,321,312 shares) 26,660 26,660 26,660
Additional paid-in capital 32,347 27,662 28,896
Retained earnings 435,241 371,697 429,397
Other 2,250 (2,058) 1,997
----------- ----------- -----------
496,498 423,961 486,950
Less cost of Common Stock in
treasury (1/28/00 - 10,258,334
shares; 1/29/99 - 9,823,797 shares;
10/29/99 - 10,337,999 shares) 94,116 75,865 93,194
----------- ----------- -----------
402,382 348,096 393,756
----------- ----------- -----------
$ 1,094,080 $ 820,290 $ 1,110,720
=========== =========== ===========
</TABLE>
Note: The Balance Sheet at October 29, 1999 has been derived from the audited
financial statements at that date.
See Notes to Condensed Consolidated Financial Statements
<PAGE>
4
THE VALSPAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
January 28, January 29,
2000 1999
------------ ------------
<S> <C> <C>
Net sales $ 323,671 $ 265,810
Costs and expenses:
Cost of sales 231,230 190,471
Research and development 11,749 9,509
Selling and administration 56,704 47,132
------------ ------------
Income from Operations 23,988 18,698
Interest expense 4,903 3,154
Other (income)/expense - net 231 (450)
------------ ------------
Income before income taxes 18,854 15,994
Income taxes 7,399 6,278
------------ ------------
Net income $ 11,455 $ 9,716
============ ============
Net income per common share - basic $ 0.27 $ 0.22
============ ============
Net income per common share - diluted $ 0.26 $ 0.22
============ ============
Average number of common shares
outstanding - basic 42,993,438 43,443,304
- diluted 43,687,208 43,974,006
Dividends paid per common share $ 0.130 $ 0.115
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
5
THE VALSPAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
January 28, January 29,
2000 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 11,455 $ 9,716
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 12,339 8,541
Increase (decrease) in cash due to changes in net
operating assets, net of effects of acquired
businesses:
Accounts and notes receivable 5,694 (4,222)
Inventories and prepaid assets (3,433) (373)
Trade accounts payable and accrued liabilities (32,923) (25,964)
Income taxes payable (1,953) 3,897
Other deferred liabilities 247 (863)
Other 142 (1,865)
------------ ------------
Net Cash Used In Operating Activities (8,432) (11,133)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (4,753) (7,408)
Acquired businesses/assets, net of cash 0 (15,200)
Other investments/advances to joint ventures (1,282) 150
------------ ------------
Net Cash Used In Investing Activities (6,035) (22,458)
FINANCING ACTIVITIES:
Net proceeds from borrowings 14,922 35,697
Proceeds from sale of treasury stock 356 377
Purchase of shares of Common Stock for treasury (784) 0
Dividends paid (5,611) (4,993)
------------ ------------
Net Cash Provided By Financing Activities 8,883 31,081
Decrease in Cash and Cash Equivalents (5,584) (2,510)
Cash and Cash Equivalents at Beginning of Period 33,189 14,990
------------ ------------
Cash and Cash Equivalents at End of Period $ 27,605 $ 12,480
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
6
THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 28, 2000
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the quarter ended January 28, 2000 are not
necessarily indicative of the results that may be expected for the year ended
October 27, 2000. For further information refer to the consolidated financial
statements and footnotes thereto included in The Valspar Corporation's annual
report on Form 10-K for the year ended October 29, 1999.
NOTE 2: ACCOUNTS PAYABLE
Trade accounts payable include $17.7 million at January 28, 2000, $19.8 million
at October 29, 1999 and $18.9 million at January 29, 1999 of issued checks which
had not cleared the Company's bank accounts.
NOTE 3: ACQUISITIONS AND DIVESTITURES
Effective December 17, 1998, the Company acquired a majority interest in Dyflex
Polymers. Dyflex is a Netherlands producer of specialty water-based polymers.
The transaction was accounted for as a purchase. Accordingly, the net assets and
operating results have been included in the Company's financial statements from
the date of acquisition. The pro forma results of operations for this
acquisition have not been presented as the impact on reported results is not
material.
Effective February 26, 1999, the Company acquired the Dexter Corporation's
worldwide packaging coatings product lines and its French industrial coatings
subsidiary, Dexter SAS. Dexter packaging coatings is a worldwide supplier of
beverage can coatings, food can and specialty coatings to the packaging market.
Dexter SAS supplies a variety of industrial coatings to the European market. The
transaction was accounted for as a purchase. Accordingly, the net assets and
operating results have been included in the Company's financial statements from
the date of acquisition. The following unaudited pro forma statement of income
information for the three months ended January 29, 1999 was prepared in
accordance with Accounting Principles Board Opinion No. 16 and assumes the
acquisition had occurred at the beginning of the period presented. The following
pro forma data reflects adjustments for interest expense, amortization of
goodwill and depreciation of fixed assets. The unaudited pro forma financial
information is provided for informational purposes only and does not purport to
be indicative of the future results of Valspar.
<PAGE>
7
THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 28, 2000 - CONTINUED
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended
(Dollars in thousands, except per share data) January 29, 1999
------------------
Net sales $ 316,756
Net income 9,141
Net income per share-basic .21
Net income per share-diluted .21
Effective September 30, 1999, the Company acquired the 50% interest in Farboil
Company held by its joint venture partner. Farboil Company, located in
Baltimore, Maryland, produces decorative powder coatings with annual revenues of
$17 million. The transaction was accounted for as a purchase. Accordingly, the
net assets and operating results have been included in the Company's financial
statements from the date of acquisition. The pro forma results of operations for
this acquisition has not been presented as the impact on reported results is not
material.
During the second quarter of fiscal 1999, the Company completed the sale of its
marine and flexible packaging coatings businesses. These businesses had revenues
of $25 million and $12 million, respectively, for the year ended October 30,
1998. Operating results from these businesses were not material to the results
of operations reported for the three month periods ended January 28, 2000 and
January 29, 1999.
NOTE 4: RESTRUCTURING
During the second quarter of fiscal 1999 the Company's board approved and the
Company initiated plans to eliminate redundant facilities and functions
resulting from the acquired Dexter packaging coatings operations. The
formulation of such plans had begun as of the date of acquisition of Dexter.
Costs associated with the planned closure of former Dexter locations and
workforce reductions totaling $6.4 million were recorded as liabilities in the
purchase price allocation. Of the $6.4 million total estimated restructuring
liability recorded, $5.3 million relates to employee termination benefits and
$0.6 million relates to contract cancellation costs. As of January 28, 2000,
costs totaling $4.1 million have been charged against accrued expenses
pertaining to the closure of former Dexter locations and workforce reductions.
Additionally, costs associated with workforce reductions and the planned closure
of existing Valspar locations were reflected as a pre-tax restructuring charge
totaling $8.3 million. Of the $8.3 million total estimated restructuring
liability recognized, $3.5 million relates to employee termination benefits,
$3.1 million relates to contract and other program cancellation costs, and $1.0
million relates to recording assets to
<PAGE>
8
THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 28, 2000 - CONTINUED
be disposed of at fair value. As of January 28, 2000, costs totaling $4.7
million have been charged against accrued expenses pertaining to the closure of
existing Valspar locations and workforce reductions.
These plans contemplate a reduction of worldwide headcount of approximately 200.
Cash requirements of this restructuring plan are estimated to be $13.7 million
with $7.5 million spent through the first quarter of fiscal 2000 and the
remainder to be expended during fiscal 2000.
NOTE 5: COMPREHENSIVE INCOME
As of October 31, 1998, the company adopted SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes new rules for the reporting of
comprehensive income and its components; however, the adoption of this statement
had no impact on the Company's net income or shareholders' equity. Comprehensive
income is comprised of net income and the components of other comprehensive
income, which include foreign currency translation, minimum pension liability
adjustments and unrealized gains and losses on certain investments in debt and
equity securities. The Company's components of Shareholders' Equity relating to
cumulative other comprehensive income/(loss) consists entirely of foreign
currency translation adjustments of ($4,004,000), ($4,679,000) and $229,000 as
of January 28, 2000, October 29, 1999 and January 29, 1999, respectively.
NOTE 6: SEGMENT INFORMATION
Effective October 29, 1999, the Company adopted Statement of Financial
Accounting Standards No. 131 (SFAS 131); "Disclosures about Segments of an
Enterprise and Related Information." Net sales and earnings before interest
expense and income taxes (EBIT) for the operating segments are as follows:
(Dollars in thousands) Three Months Ended
January 28, 2000 January 29, 1999
---------------- ----------------
Net sales
Coatings $ 303,704 $ 248,900
Coating Intermediates 30,073 28,432
--------- ---------
333,777 277,332
Intersegment sales (10,106) (11,522)
--------- ---------
Total net sales 323,671 265,810
--------- ---------
EBIT:
Coatings 28,927 22,487
Coating Intermediates 2,587 2,721
--------- ---------
31,514 25,208
Corporate (7,757) (6,060)
--------- ---------
Total EBIT 23,767 19,148
--------- ---------
<PAGE>
9
THE VALSPAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JANUARY 28, 2000 - CONTINUED
NOTE 7: NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133, which will be effective for the
Company's fiscal year 2001, requires companies to record derivatives on the
balance sheet as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. The Company is currently reviewing the standard and its effect on
its financial statements.
NOTE 8: RECLASSIFICATION
Certain amounts in the 1999 financial statements have been reclassified to
conform with the 2000 presentation.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Operations: Net sales for the quarter increased 21.8% to $323,671,000 from
$265,810,000 in 1999. Core business growth was approximately 5.5%, with the
impact of acquisitions and divestitures accounting for 17.8% growth and foreign
currency translation accounting for a 1.5% reduction in sales reported for the
quarter. The growth in sales, excluding acquisitions and divestitures, was
primarily driven by volume increases in the Industrial and Packaging Coatings
product lines and the Coatings Intermediates segment. Due to the seasonal nature
of the Company's business, sales for the first quarter are not necessarily
indicative of sales for the full year.
The gross profit margin increased to 28.6% in the first quarter of 2000 from
28.3% in the first quarter of 1999. The higher margin was attributable to
improved efficiency from the international locations as production is
rationalized following the Dexter acquisition, delayed cost increases on key raw
materials and selected price increases on certain manufactured products. Given
the current petroleum price outlook, the Company anticipates it will incur cost
increases for key raw materials, particularly petroleum-based raw materials,
which may put pressure on gross profit margins.
Operating expenses (research and development, selling and administrative)
increased 20.8% to $68,453,000 (21.1% of net sales) in the first quarter of 2000
compared to $56,641,000 (21.3% of net sales) in 1999. Excluding the impact of
acquisitions and divestitures, operating expenses increased approximately 4%.
This increase was primarily attributable to higher promotional and advertising
expenditures to support the Architectural, Automotive, and Specialty (AAS)
product line of the Coatings segment.
<PAGE>
10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
Interest expense increased to $4,903,000 in the first quarter of 2000 from
$3,154,000 in 1999 due to higher debt levels resulting from the Dexter
acquisition.
Net income in the first quarter of 2000 increased 17.9% to $11,455,000 or $.26
per diluted share, primarily driven by higher sales levels.
Financial Condition: The net cash used by the Company's operations was
$8,432,000 for the first three months of 2000, compared with $11,133,000 for the
first three months of 1999. The operating cash flow improvement in the first
quarter of 2000 was due to the higher earnings as well as increased depreciation
and amortization resulting from the Dexter acquisition. During the first quarter
of 2000, $14,922,000 in proceeds from bank borrowings were used to fund
$4,753,000 in capital expenditures, $1,282,000 net joint venture and other
investments, $5,611,000 in dividend payments and $784,000 in treasury stock
repurchases.
Accounts receivable decreased $5,694,000 as higher year-end balances resulting
from fourth quarter sales were collected. Inventories and other assets increased
only $3,433,000 as a result of tighter inventory controls, primarily within the
AAS product line of the Coatings segment. Accounts payable and accrued
liabilities decreased $32,923,000 primarily as a result of payment of various
year-end accruals.
Capital expenditures for property, plant and equipment were $4,753,000 in the
first three months of 2000, compared with $7,408,000 in the first three months
of 1999. The decrease in capital expenditures in 2000 was related to tight
spending controls, although the Company anticipates capital spending in fiscal
2000 to be somewhat higher than 1999 spending levels as the Company moves and
upgrades equipment to support the plant and production restructuring actions
resulting from the Dexter acquisition. In addition, the Company has a $3,800,000
commitment to acquire the building occupied by the Farboil business.
The ratio of total debt to capital increased to 47.8% at the end of first
quarter of 2000 from 47.3% at the close of fiscal 1999. The total debt to
capital ratio as of January 29, 1999 was 39.2%. The Company believes its
existing lines of credit and access to credit facilities will be sufficient to
meet its current and projected needs for financing.
Impact of Year 2000: In prior years, the Company discussed the nature and
progress of its plans to become Year 2000 ready. In late 1999, the Company
completed its remediation and testing of systems. As a result of those planning
and implementation efforts, the Company experienced no significant disruptions
in critical information technology (IT) and non-IT systems and believes those
systems successfully responded to the Year 2000 date change. The company
expensed its Year 2000
<PAGE>
11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
readiness costs as incurred. The total costs expensed over the last two years
were approximately $3,500,000. The Company is not aware of any material problems
resulting from Year 2000 issues, either with its products, its internal systems,
or the products and services of third parties. The Company will continue to
monitor its critical computer applications and those of its suppliers and
vendors throughout the year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.
Forward-looking Statements: This discussion contains certain "forward-looking"
statements. These forward-looking statements are based on management's
expectations and beliefs concerning future events. Forward-looking statements
are necessarily subject to risks, uncertainties and other factors, many of which
are outside the control of the Company, that could cause actual results to
differ materially from such statements. These uncertainties and other factors
include such things as: dependence of internal earnings growth on economic
conditions and growth in the domestic and international coatings industry;
changes in the Company's relationships with customers and suppliers; unusual
weather conditions that might adversely affect paint and coatings sales;
increases in costs of key raw materials, particularly petroleum-based raw
materials; exposure to market risk from changes in interest rates and foreign
currency exchange rates; and other risks and uncertainties. The foregoing list
is not exhaustive, and the Company disclaims any obligation to subsequently
revise any forward-looking statements to reflect events or circumstances after
the date of such statements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
The company is exposed to market risk from changes in interest rates and foreign
currency exchange rates since it funds its operations through long and
short-term borrowings and denominates its business transactions in a variety of
foreign currencies.
Interest Rate Risk:
The Company's primary interest rate risk exposure results from floating rate
debt including various revolving credit and other lines of credit. The impact of
an increase in interest rates by 100 basis points (1%) from January 28, 2000
rates would not be material to the Company's net income. The Company currently
does not hedge its exposure for this floating rate debt.
Foreign Currency Risk:
The Company's foreign sales and results of operations are subject to the impact
of foreign currency fluctuations. As most of the Company's foreign operations
are in countries with fairly stable currencies, such as the United Kingdom,
France, Switzerland and Canada, this effect has not been material. A 10% adverse
change in
<PAGE>
12
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - CONTINUED:
foreign currency exchange rates would not have resulted in a material impact on
the Company's net income. The Company does not currently hedge against the risk
of exchange rate fluctuations, however, it has reduced its exposure by borrowing
funds in local currencies.
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS:
During the period covered by this report, there were no legal proceedings
instituted that are reportable, and there were no material developments in any
of the legal proceedings that were previously reported on the Company's Form
10-K for the year ended October 29, 1999.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibit 27 - Financial Data Schedule (submitted in electronic format for
use of Commission only).
(b) The registrant did not file any reports on Form 8-K during the three months
ended January 28, 2000.
<PAGE>
13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE VALSPAR CORPORATION
Date: March 13, 2000 By /s/ Rolf Engh
-------------------------------------
R. Engh
Secretary
Date: March 13, 2000 By /s/ P. C. Reyelts
-------------------------------------
P. C. Reyelts
Sr. Vice President, Finance
(Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-27-2000
<PERIOD-END> JAN-28-2000
<CASH> 27,605
<SECURITIES> 0
<RECEIVABLES> 260,275
<ALLOWANCES> (5,306)
<INVENTORY> 166,653
<CURRENT-ASSETS> 507,082
<PP&E> 533,646
<DEPRECIATION> (228,791)
<TOTAL-ASSETS> 1,094,080
<CURRENT-LIABILITIES> 331,339
<BONDS> 0
0
0
<COMMON> 26,660
<OTHER-SE> 2,250
<TOTAL-LIABILITY-AND-EQUITY> 1,094,080
<SALES> 323,671
<TOTAL-REVENUES> 323,671
<CGS> 231,230
<TOTAL-COSTS> 68,453
<OTHER-EXPENSES> 231
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,903
<INCOME-PRETAX> 18,854
<INCOME-TAX> 7,399
<INCOME-CONTINUING> 11,455
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,455
<EPS-BASIC> .27
<EPS-DILUTED> .26
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-29-1999
<PERIOD-END> JAN-29-1999
<CASH> 12,480
<SECURITIES> 0
<RECEIVABLES> 218,359
<ALLOWANCES> (1,850)
<INVENTORY> 142,239
<CURRENT-ASSETS> 426,903
<PP&E> 443,526
<DEPRECIATION> (198,772)
<TOTAL-ASSETS> 820,290
<CURRENT-LIABILITIES> 292,928
<BONDS> 0
0
0
<COMMON> 26,660
<OTHER-SE> (2,058)
<TOTAL-LIABILITY-AND-EQUITY> 820,290
<SALES> 265,810
<TOTAL-REVENUES> 265,810
<CGS> 190,471
<TOTAL-COSTS> 56,641
<OTHER-EXPENSES> (450)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,154
<INCOME-PRETAX> 15,994
<INCOME-TAX> 6,278
<INCOME-CONTINUING> 9,716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,716
<EPS-BASIC> 0.22
<EPS-DILUTED> 0.22
</TABLE>
