<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 27, 1999
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 1-4455
------------------------
DOLE FOOD COMPANY, INC.
(Exact name of registrant as specified in its charter)
HAWAII 99-0035300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (818) 879-6600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
SHARES OUTSTANDING
CLASS AT APRIL 30, 1999
- -------------------------------------------------------------------------- ------------------
<S> <C>
Common Stock, No Par Value................................................ 57,050,178
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
DOLE FOOD COMPANY, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
-------------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income--quarters ended March 27, 1999 and March 28, 1998....... 3
Consolidated Balance Sheets--March 27, 1999 and January 2, 1999........................... 4
Consolidated Statements of Cash Flows--quarters ended March 27, 1999 and March 28, 1998... 5
Notes to Consolidated Financial Statements................................................ 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..... 8
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.......................................................... 11
Signatures................................................................................ 12
</TABLE>
2
<PAGE>
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN 000S, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------
MARCH 27, MARCH 28,
1999 1998
------------- ------------
<S> <C> <C>
Revenue.............................................................................. $ 1,188,435 $ 1,011,984
Cost of products sold................................................................ (1,023,647) (872,963)
------------- ------------
Gross margin....................................................................... 164,788 139,021
Selling, marketing and administrative expenses....................................... (108,634) (97,314)
Hurricane Mitch insurance--net....................................................... 11,676 --
------------- ------------
Operating income................................................................... 67,830 41,707
Interest income...................................................................... 2,545 1,687
Other expense--net................................................................... (389) (933)
------------- ------------
Earnings before interest and taxes................................................. 69,986 42,461
Interest expense..................................................................... (21,575) (14,700)
------------- ------------
Income before income taxes......................................................... 48,411 27,761
Income taxes......................................................................... (10,700) (5,000)
------------- ------------
Net income......................................................................... $ 37,711 $ 22,761
------------- ------------
------------- ------------
Net income per common share
Basic.............................................................................. $ 0.65 $ 0.38
Diluted............................................................................ 0.65 0.37
------------- ------------
------------- ------------
Diluted average number of common shares outstanding.................................. 57,853 60,837
------------- ------------
------------- ------------
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(IN 000S)
<TABLE>
<CAPTION>
MARCH 27, JANUARY
1999 2, 1999
--------- ---------
(UNAUDITED) (AUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and short-term investments.................................... $ 39,629 $ 35,352
Receivables--net................................................... 688,262 616,579
Inventories
Finished products................................................ 222,089 168,423
Raw materials and work in progress............................... 136,675 156,623
Growing crops.................................................... 49,739 47,676
Operating supplies and other..................................... 117,570 102,802
--------- ---------
526,073 475,524
Prepaid expenses................................................... 54,820 43,200
--------- ---------
Total current assets............................................. 1,308,784 1,170,655
Investments.......................................................... 76,157 71,923
Property, plant and equipment--net................................... 1,110,440 1,102,285
Goodwill--net........................................................ 297,606 277,962
Other assets......................................................... 287,904 292,228
--------- ---------
TOTAL ASSETS..................................................... $3,080,891 $2,915,053
--------- ---------
--------- ---------
CURRENT LIABILITIES
Notes payable...................................................... $ 22,610 $ 29,637
Current portion of long-term debt.................................. 6,954 6,451
Accounts payable and accrued liabilities........................... 825,599 768,790
--------- ---------
Total current liabilities........................................ 855,163 804,878
Long-term debt....................................................... 1,288,868 1,116,422
Other long-term liabilities.......................................... 309,181 314,527
Minority interests................................................... 52,160 57,394
Commitments and contingencies
Common shareholders' equity
Common stock....................................................... 317,692 319,937
Additional paid-in capital......................................... 79,855 144,515
Retained earnings.................................................. 273,763 247,508
Accumulated other comprehensive loss............................... (95,791) (90,128)
--------- ---------
Total common shareholders' equity................................ 575,519 621,832
--------- ---------
TOTAL LIABILITIES AND EQUITY..................................... $3,080,891 $2,915,053
--------- ---------
--------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
DOLE FOOD COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN 000S)
<TABLE>
<CAPTION>
QUARTER ENDED
----------------------
MARCH 27, MARCH 28,
1999 1998
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................................................ $ 37,711 $ 22,761
Adjustments to net income
Depreciation and amortization........................................................... 30,484 25,410
Provision for deferred income taxes..................................................... 5,298 1,816
Hurricane Mitch insurance proceeds...................................................... (20,510) --
Other................................................................................... (1,327) (20)
Change in operating assets and liabilities, net of effects from acquisitions
Receivables--net........................................................................ (79,193) (28,954)
Inventories............................................................................. (47,823) (11,798)
Prepaid expenses and other assets....................................................... (28,848) (9,526)
Accounts payable and accrued liabilities................................................ 57,268 (21,662)
Internal Revenue Service payment related to prior years' audits......................... -- (17,145)
Other................................................................................... (539) (2,145)
---------- ----------
Cash flow used in operating activities.................................................... (47,479) (41,263)
---------- ----------
INVESTING ACTIVITIES
Proceeds from sales of assets............................................................. 2,761 2,670
Capital additions......................................................................... (30,472) (18,471)
Purchases of investments and acquisitions, net of cash acquired........................... (18,590) (978)
Hurricane Mitch insurance proceeds........................................................ 20,510 --
---------- ----------
Cash flow used in investing activities.................................................... (25,791) (16,779)
---------- ----------
FINANCING ACTIVITIES
Short-term debt repayments--net........................................................... (15,874) (1,186)
Long-term borrowings--net................................................................. 166,076 57,253
Cash dividends paid....................................................................... (5,750) (6,028)
Issuance of common stock.................................................................. 685 9,127
Repurchase of common stock................................................................ (67,590) (494)
---------- ----------
Cash flow provided by financing activities................................................ 77,547 58,672
---------- ----------
Increase in cash and short-term investments............................................... 4,277 630
Cash and short-term investments at beginning of period.................................... 35,352 31,202
---------- ----------
Cash and short-term investments at end of period.......................................... $ 39,629 $ 31,832
---------- ----------
---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of management, the accompanying unaudited consolidated
financial statements of Dole Food Company, Inc. (the "Company") include all
adjustments necessary to present fairly its financial position as of March
27, 1999 and January 2, 1999 (audited), its results of operations for the
quarters ended March 27, 1999 and March 28, 1998 and its cash flows for the
quarters then ended. For additional information, refer to the notes to the
Company's audited consolidated financial statements for the year ended
January 2, 1999.
Interim results are subject to significant seasonal variations and are not
necessarily indicative of the results of operations for a full year. The
Company's operations are sensitive to a number of factors including
weather-related phenomena and their effect on industry volumes, prices,
product quality and costs. Operations are also sensitive to fluctuations in
currency exchange rates in both sourcing and selling locations. While the
Company has historically not attempted to hedge foreign currency
fluctuations, it occasionally enters into forward contracts related to
specific foreign currency denominated purchase commitments and sales.
As of March 27, 1999, the Company had contracted to purchase German marks,
primarily at fixed exchange rates, to facilitate payment for two German-made
refrigerated container vessels at a weighted-average exchange rate of DM
1.79 to $1.00 for a total notional value of $97.6 million. Of the DM 175
million under contract, DM 50 million of contracts carry a variable rate
component whereby the contracted exchange rates vary with the spot rate to
the extent the spot rate exceeds the initial contracted rates. If the spot
rate meets or exceeds DM 2.00 to $1.00 during the lives of the contracts,
the exchange rates revert to the initial contracted rates. These contracts
will be settled during the fourth quarter of 1999, and as of March 27, 1999,
their fair value was approximately $93.8 million.
Certain prior year amounts have been reclassified to conform with the 1999
presentation.
2. During the first quarter of 1999, the Company declared dividends of $11.5
million on its common stock of which $5.8 million were paid. For the same
period of 1998, the Company declared dividends of $12.1 million of which
$6.0 million were paid. The dividends declared during the first quarter of
both years included regular quarterly dividends of 10 cents per share for
the first two quarters of each year.
3. The Company paid interest of $21.1 million during the first quarter of 1999
and $18.0 million in the same period of 1998. The Company paid income taxes
of $7.0 million during the first quarter of 1999 and $21.8 million in the
first quarter of 1998, which included $17.1 million related to prior years'
audits.
4. During the latter part of 1998, the Company acquired and invested in
operations in Latin America, North America and Europe. The acquisitions were
comprised primarily of the purchases of Sunburst Farms, Inc., Four Farmers,
Inc., Finesse Farms, Colombian Carnations, Inc. and their affiliated
companies and 60% of the SABA Trading AB Scandinavian distribution business.
If the acquisitions had taken place on January 4, 1998, pro forma revenue
and net income for the quarterly period ended March 28, 1998 would have been
$1151.4 million and $29.5 million, respectively. Basic and diluted net
income per common share for the first quarter of 1998 would have been $0.49
and $0.48, respectively.
These pro forma results of operations have been prepared for comparative
purposes only and may not be indicative of the Company's results of
operations had the acquisitions occurred on the date indicated or of its
future results of operations.
6
<PAGE>
DOLE FOOD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. The Company recognized comprehensive income which consisted of net income
and unrealized foreign currency translation losses as follows (in millions):
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------
MARCH 27, MARCH 28,
1999 1998
----------- -----------
<S> <C> <C>
Net income............................................................. $ 37.7 $ 22.8
Foreign currency translation loss...................................... (5.7) (4.4)
----- -----
Comprehensive income................................................... $ 32.0 $ 18.4
----- -----
----- -----
</TABLE>
6. The weighted-average number of common shares outstanding used to calculate
basic net income per share for the quarters ended March 27, 1999 and March
28, 1998 were 57.8 million and 60.2 million, respectively.
7. The Company has four reportable segments: fresh fruit, fresh vegetables,
processed foods and fresh-cut flowers. Businesses in the Company's fresh-cut
flowers segment source, import and market fresh-cut flowers grown in
Colombia, Ecuador and Mexico primarily to wholesale florists and
supermarkets in the United States. Businesses in this segment were acquired
during the latter part of 1998 and reported in other operating segments in
the Company's 1998 Annual Report on Form 10-K.
Management evaluates and monitors segment performance primarily through
earnings before interest and taxes (EBIT). Revenue and EBIT for the
reportable segments, other operating segments, and corporate and other were
as follows (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------
MARCH 27, MARCH 28,
1999 1998
------------ ------------
<S> <C> <C>
REVENUE
Fresh fruit..................................................... $ 734,326 $ 612,629
Fresh vegetables................................................ 212,568 197,908
Processed foods................................................. 180,812 192,904
Fresh-cut flowers............................................... 54,389 --
Other operating segments........................................ 6,340 8,543
------------ ------------
$ 1,188,435 $ 1,011,984
------------ ------------
------------ ------------
EBIT
Fresh fruit..................................................... $ 30,887 $ 27,142
Fresh vegetables................................................ 12,052 10,734
Processed foods................................................. 14,453 17,142
Fresh-cut flowers............................................... 9,608 --
Other operating segments........................................ (431) 181
------------ ------------
REPORTABLE SEGMENT EBIT......................................... 66,569 55,199
Corporate and other............................................. (8,259) (12,738)
Hurricane Mitch insurance--net.................................. 11,676 --
------------ ------------
$ 69,986 $ 42,461
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------------ ------------
</TABLE>
Corporate and other EBIT includes general and administrative costs not
allocated to operating segments. Corporate and other EBIT in 1998 includes
certain costs related to the reorganization of the European packaged foods
business.
7
<PAGE>
DOLE FOOD COMPANY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue for the first quarter of 1999 increased 17% to $1,188.4 million from
$1,012.0 million during the same period of 1998. Revenues increased primarily
due to the inclusion of the SABA Trading AB Scandinavian distribution business
and the fresh-cut flower businesses acquired during the latter part of 1998.
These acquisitions added approximately $140 million to first quarter revenues in
1999. Revenue from the Company's ongoing operations improved slightly in the
first quarter of 1999 versus the same period of 1998 largely due to growth in
the European distribution and North American fresh-cut salad businesses. These
increases were partially offset by lower banana production from Central America
coupled with slightly lower sales volumes in the Honduran beverage business,
both in the aftermath of last year's Hurricane Mitch. Additionally, the
California almond business experienced a reduction in revenue due to lower
volumes and pricing in the first quarter of 1999.
Gross margin for the first quarter of 1999 increased 19% to $164.8 million
from $139.0 million for the same period of 1998 on higher revenues and a
slightly improved overall gross margin rate. Gross margin increased largely due
to the acquisition of businesses in the latter part of 1998 combined with
improved results from ongoing operations, which were driven by growth in the
fresh-cut salad business and improved pricing in the processed pineapple
business. Improvements from ongoing operations were partially offset by reduced
margins in the Company's Honduran beverage business due to slightly lower sales
volume and increased distribution costs. In addition, the California almond
business experienced reduced margins in the first quarter of 1999, which are not
expected to improve in the near term.
Selling, marketing and administrative expenses as a percentage of revenue
for the first quarter of 1999 decreased to 9.1% from 9.6% in the first quarter
of 1998. The improved overall rate primarily resulted from the inclusion of
businesses acquired during the latter part of 1998, which operated at a lower
rate than the average rate for the ongoing businesses in the first quarter of
1998. In addition, the Company's ongoing operations contributed to the
improvement, particularly the North American fresh-cut salad and Spanish
vegetables businesses.
In the fourth quarter of 1998, the Company took a $100 million charge, net
of insurance proceeds received, for damages sustained from Hurricane Mitch. In
the first quarter of 1999, the Company received $20.5 million of additional
insurance proceeds and incurred $8.8 million of rehabilitation expenses. The net
proceeds of $11.7 million have been reported on a separate line in the
Consolidated Statements of Income. In April 1999, the Company received $17.5
million of additional insurance proceeds. The Company continues to pursue
recovery under various insurance policies for losses sustained. Future insurance
proceeds, net of rehabilitation costs will continue to be reported separately.
Other expense--net consists primarily of minority interest expense and gains
and losses on the sale of property.
Interest expense for the first quarter of 1999 increased to $21.6 million
from $14.7 million during the first quarter of 1998. The increase was primarily
due to higher average debt levels resulting from the acquisition of businesses
during the latter part of 1998 as well as repurchases of the Company's common
shares.
The Company has assessed the effect of Year 2000 issues on its information
technology, including computer hardware, software and embedded chip technology.
Remediation has been completed at the majority of the Company's operating units
with most of the remaining operating units currently undergoing tests of
remediated systems and software. The Company has identified certain specific
upgrade projects
8
<PAGE>
and personal computer replacements that will be completed by June 1999.
Remediation efforts related to companies acquired during 1998 and Honduran
operating units impacted by Hurricane Mitch are also scheduled to be completed
by June 1999. All other remediation work was completed as of January 2, 1999.
The Company is also in the process of confirming Year 2000 compliance with key
vendors and service providers including suppliers of embedded chip technology.
Once completed, the Company will develop a contingency plan related to its key
vendors and service providers. Based on work performed to date, the Company
believes that the total cost to remediate will not be material to its results of
operations, liquidity or capital resources.
The preceding discussion contains forward-looking statements regarding the
Company's timetable for solving its year 2000 issues, costs to remediate and the
ultimate impact on its finances, which involve a number of risks and
uncertainties. The potential risks and uncertainties that could cause actual
results to differ materially include: the continuing availability of key
information technology personnel and consultants, the ability of third parties
to complete their own year 2000 remediations on time, unforeseen responses by
the public to the perceived situation and, if necessary, the ability of the
Company to identify and implement contingency plans.
The European Union ("EU") banana regulations, which impose quotas and
tariffs on bananas, remained in full effect during the first quarter of 1999. On
April 6, 1999, the World Trade Organization ("WTO") ruled that the United States
could impose tariffs on up to $191.4 million of EU exports. The EU has responded
by stating that it will propose changes to its rules on banana imports. The net
impact of the WTO ruling and future changes to EU import regulations on the
Company's future results of operations is not determinable at this time.
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." The Company is assessing the impact of
accounting for derivative instruments in accordance with SFAS 133. The Company's
derivative transactions are currently limited to hedging of certain foreign
currency denominated purchase commitments. The Company will adopt the statement
during the first quarter of 2000. Such adoption is not expected to have a
material impact on the Company's financial condition or results of operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow used in operating activities increased slightly to $47.5 million
during the first quarter of 1999 from $41.3 million for the same period of 1998.
The increase was primarily due to seasonal working capital requirements in the
Chilean fruit and fresh-cut flower businesses. In addition, product inventory
levels in the processed pineapple business began to recover from drought
conditions experienced during the second half of 1998. During the first quarter
of 1998, the Company made a payment to the Internal Revenue Service related to
prior years' audits.
Capital expenditures of $30.5 million for the first quarter of 1999 were for
the acquisition and improvement of productive assets as well as for the
replacement or rehabilitation of assets destroyed or damaged by Hurricane Mitch.
During the first quarter of 1999, the Company increased its ownership in the
Honduran beverage business and acquired banana production operations in South
America, which totaled $18.6 million. These transactions were funded by debt.
In February 1999, the Company increased the number of common shares
authorized under its repurchase program to 8.3 million shares. During January
and February 1999, the Company repurchased 2,271,000 of its common shares for
$67.6 million, which was funded by debt. Approximately 4.5 million shares remain
authorized for repurchase under the Company's stock repurchase program after
these transactions.
9
<PAGE>
As of March 27, 1999 the Company had $202.1 million outstanding under its
$400 million, 5-year revolving credit facility. In addition, the Company had
borrowings outstanding under uncommitted lines of credit totaling $27.2 million.
The Company's total debt increased to $1.32 billion as of March 27, 1999
from $1.15 billion at the end of 1998 primarily to fund seasonal working capital
requirements, repurchases of the Company's common shares, capital additions, and
acquisitions and investments made during the first quarter of 1999.
Additionally, the Company's share repurchases during the first quarter of 1999
decreased paid-in capital. As a result, the Company's net debt to net debt and
equity ratio increased from 64% at January 2, 1999 to 69% as of March 27, 1999.
This filing contains forward-looking statements based on current
expectations that involve a number of risks and uncertainties. The potential
risks and uncertainties that could cause the Company's actual results to differ
materially from those expressed or implied herein include weather-related
phenomena; market responses to industry volume pressures; economic crises in
developing countries; quotas, tariffs and other governmental actions; changes in
currency exchange rates; product supply and pricing; and computer conversion and
Year 2000 issues.
10
<PAGE>
PART II.
OTHER INFORMATION
DOLE FOOD COMPANY, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NUMBER
- ----------- -------------
<C> <S> <C>
27 Financial data schedule.................................................... 13
</TABLE>
(b) No reports on Form 8-K were filed
during the quarter ended March 27, 1999
11
<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.
DOLE FOOD COMPANY, INC.
Registrant
By /s/ JAMES A. DYKSTRA
-----------------------------------------
James A. Dykstra
May 11, 1999 CONTROLLER AND CHIEF ACCOUNTING OFFICER
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JAN-01-2000<F1>
<PERIOD-START> JAN-03-1999<F1>
<PERIOD-END> MAR-27-1999<F1>
<CASH> 39,629
<SECURITIES> 0
<RECEIVABLES> 783,430
<ALLOWANCES> 95,168
<INVENTORY> 526,073
<CURRENT-ASSETS> 1,308,784
<PP&E> 1,849,354
<DEPRECIATION> 738,914
<TOTAL-ASSETS> 3,080,891
<CURRENT-LIABILITIES> 855,163
<BONDS> 1,288,868
0
0
<COMMON> 317,692
<OTHER-SE> 257,827
<TOTAL-LIABILITY-AND-EQUITY> 3,080,891
<SALES> 1,188,435
<TOTAL-REVENUES> 1,188,435
<CGS> 1,023,647
<TOTAL-COSTS> 1,023,647
<OTHER-EXPENSES> 94,802
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,575
<INCOME-PRETAX> 48,411
<INCOME-TAX> 10,700
<INCOME-CONTINUING> 37,711
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,711
<EPS-PRIMARY> 0.65<F2>
<EPS-DILUTED> 0.65<F3>
<FN>
<F1>THE COMPANY'S FISCAL YEAR ENDS ON THE SATURDAY CLOSEST TO DECEMBER 31. FISCAL
YEAR 1999 ENDS JANUARY 1, 2000 AND INCLUDES 52 WEEKS. ALL QUARTERS INCLUDE 12
WEEKS, EXCEPT FOR THE THIRD QUARTER WHICH HAS 16 WEEKS.
<F2>IN ACCORDANCE WITH SFAS NO. 128, "EARNINGS PER SHARE", THIS ITEM REFLECTS BASIC
EARNINGS PER SHARE.
<F3>IN ACCORDANCE WITH SFAS NO. 128, "EARNINGS PER SHARE", THIS ITEM REFLECTS
DILUTED EARNINGS PER SHARE.
</FN>
</TABLE>
