FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
X OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 29, 1995
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 1-7699
FLEETWOOD ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1948322
_______________________ ________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3125 Myers Street, Riverside, California 92503-5527
______________________________________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (909) 351-3500
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 close of the period covered by this report.
Class Outstanding at October 29, 1995
_______________________ _____________________________
Common stock, $1 par value 46,083,542 shares
Preferred share purchase rights --
CONDENSED FINANCIAL STATEMENTS
The following unaudited interim condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Such financial statements have been
reviewed by Arthur Andersen LLP in accordance with standards established by
the American Institute of Certified Public Accountants. As indicated in their
report included herein, Arthur Andersen LLP does not express an opinion on
these statements.
Certain information and note disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to those rules and
regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading. In the Company's
opinion, the statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the results of operations
for the periods ending October 29, 1995 and October 30, 1994 and the balances
as of October 29, 1995 and April 30, 1995. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual
report on Form 10-K.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the board of directors and shareholders of Fleetwood Enterprises, Inc.:
We have made a review of the accompanying condensed consolidated balance
sheet of FLEETWOOD ENTERPRISES, INC. (a Delaware Corporation) and subsidiaries
as of October 29, 1995, and the related condensed consolidated statements of
income for the thirteen and twenty-six week periods ended October 29, 1995
and the thirteen and twenty-seven week periods ended October 30, 1994, the
condensed consolidated statements of cash flows for the twenty-six week and
twenty-seven week periods ended October 29, 1995 and October 30, 1994,
respectively, and the condensed consolidated statement of changes in
shareholders' equity for the twenty-six week period ended October 29, 1995, in
accordance with standards established by the American Institute of Certified
Public Accountants.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to the financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope than
an audit conducted in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Fleetwood Enterprises,
Inc. and subsidiaries as of April 30, 1995, and the related consolidated
statements of income, cash flows and changes in shareholders' equity for the
year then ended (not presented herein) and, in our report dated June 26, 1995
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of April 30, 1995, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
ARTHUR ANDERSEN LLP
Orange County, California
November 28, 1995
<TABLE>
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands except per share data)
(UNAUDITED)
Thirteen Thirteen Twenty-six Twenty-seven
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
Oct. 29, Oct. 30, Oct. 29, Oct. 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Manufacturing sales $707,086 $699,525 $1,411,803 $1,453,103
Finance interest income 11,868 10,896 25,717 21,616
------- ------- ------- -------
718,954 710,421 1,437,520 1,474,719
COSTS AND EXPENSES:
Cost of products sold 571,436 571,799 1,144,767 1,180,335
Operating expenses 105,238 99,479 208,119 203,368
Finance interest expense 5,421 4,524 11,988 9,169
------- ------- ------- -------
682,095 675,802 1,364,874 1,392,872
Operating income 36,859 34,619 72,646 81,847
OTHER INCOME (EXPENSE):
Investment income 3,838 2,203 6,747 4,537
Interest expense (172) (1,026) (618) (1,844)
Other (48) (181) (160) (192)
----- ----- ----- -----
3,618 996 5,969 2,501
Income before provision for
income taxes 40,477 35,615 78,615 84,348
Provision for
income taxes (16,657) (14,766) (32,084) (34,412)
Minority interest in net loss
of subsidiary 191 360 278 525
Net income $24,011 $21,209 $46,809 $50,461
Net income per Common
and equivalent share $.52 $.45 $1.01 $1.08
Dividends declared
per share of Common
stock outstanding $.15 $.14 $.30 $.28
Common and equivalent
shares outstanding 46,496 46,678 46,507 46,569
See accompanying notes to financial statements.
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONDENSED)
(Amounts in thousands)
ASSETS
October 29, April 30,
1995 1995
(Unaudited)
<S> <C> <C>
Cash $ 42,883 $ 40,560
Investments 268,939 157,685
Receivables:
Manufacturing 144,729 152,210
Finance company 311,524 385,026
Inventories:
Raw materials 94,129 133,379
Work in process and finished products 49,797 81,914
Land held for future development 6,868 6,868
Property, plant and equipment 264,983 263,108
Deferred tax benefits 68,777 66,237
Other assets 74,155 58,073
---------- --------
$1,326,784 $1,345,060
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 95,443 $ 96,428
Commercial paper borrowings
and long-term debt 303,457 385,876
Employee compensation and benefits 105,540 103,516
Federal and state taxes on income (2,508) (11,043)
Insurance reserves 47,819 44,367
Other liabilities 136,769 118,858
Total liabilities 686,520 738,002
Contingent liabilities
Minority interest (1,362) (1,085)
Shareholders' equity:
Preferred stock, $1 par value,authorized
10,000,000 shares, none outstanding -- --
Common stock, $1 par value,authorized
75,000,000 shares, outstanding 46,084,000
at October 29, 1995 and 46,062,000
at April 30, 1995 46,084 46,062
Capital surplus 41,923 41,561
Retained earnings 552,928 519,941
Foreign currency translation
adjustment (192) 229
Investment securities
valuation adjustment 883 350
------- -------
641,626 608,143
$1,326,784 $1,345,060
See accompanying notes to financial statements.
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)
(Amounts in thousands)
(UNAUDITED)
Twenty-six Twenty-seven
Weeks Ended Weeks Ended
October 29, 1995 October 30, 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $46,809 $50,461
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation expense 12,777 10,641
Amortization of intangibles and goodwill 801 1,003
Provision for credit losses 2,225 2,946
Losses on sales of property,
plant and equipment 160 192
Changes in assets and liabilities:
(Increase) decrease in
manufacturing receivables 7,481 (925)
(Increase) decrease
in inventories 71,367 (15,954)
Increase in deferred tax benefits (2,540) (6,435)
Increase in other assets (16,883) (1,984)
Increase (decrease) in accounts payable (985) 14,861
Increase in employee compensation
and benefits 2,024 2,809
Increase (decrease) in Federal and
state taxes on income 8,535 (908)
Increase (decrease) in
insurance reserves 3,452 (1,007)
Increase in other liabilities 17,912 21,477
Foreign currency translation adjustment (421) 783
Net cash provided by operating activities 152,714 77,960
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of finance receivables (570,365) (643,038)
Principal collected on finance receivables 491,642 497,959
Proceeds from sale of retail sales contracts 150,000 150,000
Purchases of investment securities:
Held-to-maturity (4,605,836) (3,267,918)
Available-for-sale (242,330) (253,477)
Proceeds from maturity of investment securities:
Held-to-maturity 4,547,606 3,267,676
Available-for-sale 135,285 163,025
Proceeds from sale of available-for-sale
investment securities 54,554 50,507
Purchases of property, plant
and equipment, net (14,812) (34,080)
Minority interest in subsidiary (278) (565)
Net cash used in investing activities (54,534) (69,911)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of commercial paper 854,033 928,694
Principal payments on commercial paper (936,452) (937,520)
Dividends to shareholders (13,822) (12,885)
Proceeds from exercise of stock options 384 347
Net cash used in financing activities (95,857) (21,364)
Increase (decrease) in cash 2,323 (13,315)
Cash at beginning of period 40,560 37,267
Cash at end of period $42,883 $23,952
Supplementary disclosures:
Income taxes paid $25,814 $41,938
Interest paid 12,784 10,201
See accompanying notes to financial statements.
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY (CONDENSED)
(Amounts in thousands)
(UNAUDITED)
Invest-
ment
Foreign Secu-
Currency rities
Trans- Valu- Total
Common Stock lation ation Share-
Number of Capital Retained Adjust- Adjust- holders'
Shares Amount Surplus Earnings ment ment Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
April 30,
1995 46,062 $46,062 $41,561 $519,941 $229 $350 $608,143
Add (deduct)-
Net income -- -- -- 46,809 -- -- 46,809
Cash dividends
declared on
Common stock -- -- -- (13,822) -- -- (13,822)
Stock options
exercised 22 22 362 -- -- -- 384
Foreign currency
translation
adjustment -- -- -- -- (421) -- (421)
Investment
securities
valuation
adjustment -- -- -- -- -- 533 533
Balance
October 29,
1995 46,084 $46,084 $41,923 $552,928 $(192) $883 $641,626
See accompanying notes to financial statements.
</TABLE>
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 29, 1995
1) Reference to Annual Report
Reference is made to the Notes to Consolidated Financial Statements
included in the Company's Form 10-K annual report for the year ended
April 30, 1995.
2) Industry Segment Information
Information with respect to industry segments for the periods ending
October 29, 1995 and October 30, 1994 is shown below:
<TABLE>
13 Weeks 13 Weeks 26 Weeks 27 Weeks
Ended Ended Ended Ended
Oct. 29, Oct. 30, Oct. 29, Oct. 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Manufactured housing $386,452 $344,152 $ 747,989 $ 696,038
Recreational vehicles 309,304 344,686 641,617 734,609
Supply operations 11,330 10,687 22,197 22,456
Finance operations 11,868 10,896 25,717 21,616
$718,954 $710,421 $1,437,520 $1,474,719
OPERATING INCOME:
Manufactured housing $31,197 $19,569 $59,144 $45,173
Recreational vehicles 5,568 12,453 11,649 32,154
Supply operations 852 772 908 2,864
Finance operations 3,683 3,666 7,744 7,171
Corporate and other* (4,441) (1,841) (6,799) (5,515)
$36,859 $34,619 $72,646 $81,847
* Including adjustments and eliminations.
</TABLE>
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Amounts in thousands)
The following is an analysis of changes in key items included in the
consolidated statements of income for the 13-week and 26-week periods ended
October 29, 1995.
<TABLE>
Thirteen Weeks Ended Twenty-six Weeks Ended*
October 29, 1995 October 29, 1995
Increase % Increase %
(Decrease) Change (Decrease) Change
<S> <C> <C> <C> <C>
Manufacturing sales $7,561 1.1% $(41,300) (2.8)%
Cost of products sold (363) (.1) (35,568) (3.0)
Manufacturing gross profit 7,924 6.2 (5,732) (2.1)
Finance interest income 972 8.9 4,101 19.0
Finance interest expense 897 19.8 2,819 30.7
Net finance revenues 75 1.2 1,282 10.3
Selling expenses 3,103 6.9 7,771 8.8
General and admin. expenses 2,656 4.9 (3,020) (2.6)
Operating expenses 5,759 5.8 4,751 2.3
Operating income 2,240 6.5 (9,201) (11.2)
Other income (expense) 2,622 263.3 3,468 138.7
Income before taxes 4,862 13.7 (5,733) (6.8)
Provision for income taxes 1,891 12.8 (2,328) (6.8)
Net income $2,802 13.2% $(3,652) (7.2)%
* Compared to 27-week period in October 1994.
</TABLE>
Current Quarter Compared to Same Quarter Last Year
Net income in the second quarter improved to $24,011,000 or 52 cents per
share, 13 percent ahead of the $21,209,000 or 45 cents per share reported for
the similar period last year. Consolidated revenues reached a new second
quarter high of $719.0 million, up 1 percent from $710.4 million a year ago.
The Company's housing group experienced the highest sales and profits in its
history in the second quarter and first half of fiscal 1996. This strong
performance was offset to a large degree by declining revenues and margin
pressure in the recreational vehicle segment, reflecting a significant falloff
in motor home sales and a very competitive pricing environment for towable RV
products. Larger than expected losses of $1.9 million for the quarter and
$2.8 million year-to-date from the European RV operation also had an adverse
effect on earnings.
Housing group revenues in the second quarter of $386.5 million were 12 percent
ahead of last year's $344.2 million. Housing unit volume rose 5 percent to
18,386 homes. This primarily reflects the continuing growth in the
manufactured housing industry which is up 12 percent in unit volume in the
first nine months of calendar 1995. Housing group sales represented 54
percent of total Company revenues compared to 48 percent last year.
Recreational vehicle revenues fell 10 percent in the second quarter to $309.3
million largely reflecting the decline in motor home sales. The market for
recreational vehicles has been declining since the fourth quarter of fiscal
1995 when dealers began reducing their inventory exposure in reaction to
softening retail demand. Domestic motor home revenues were off 15 percent
from last year's second quarter to $161.9 million on a 24 percent decline in
unit volume to 3,029. Travel trailer revenues of $112.1 million were 7
percent behind the prior year on a 5 percent decrease in shipments to 8,477
units. The Company's folding trailer division registered a 12 percent sales
increase to a second quarter record $22.6 million as a result of a 15 percent
gain in shipments to 5,442 units. European RV revenues improved 4 percent to
$12.7 million in the second quarter. Recreational vehicle sales accounted for
43 percent of total Company revenues, down from 49 percent last year.
Manufacturing gross profit climbed 6 percent or $7.9 million, and rose as a
percent of sales from 18.3 percent to 19.2 percent as a result of sharply
higher housing margins. The stronger housing margins were partially offset by
reduced RV margins as mentioned previously. The improved gross profit margins
for manufactured housing primarily reflects higher product selling prices and
lower lumber costs.
Net finance revenues rose 1 percent to $6.4 million reflecting increases in
both finance interest income and finance interest expense. The spread between
borrowing and lending rates narrowed during the quarter in the more
competitive consumer lending environment.
Operating expenses rose $5.8 million or 6 percent to $105.2 million, and
increased as a percentage of revenues from 14.0 percent to 14.6 percent.
Selling expenses increased 7 percent to $48.4 million, and also rose as a
percentage of sales from 6.4 percent to 6.7 percent. Most of the increase
stemmed from higher product warranty costs in manufactured housing as a result
of higher volume and increased emphasis on customer service. General and
administrative expenses increased 5 percent to $56.8 million, and also rose as
a percentage of sales from 7.6 percent to 7.9 percent. The increase was
primarily due to higher employee compensation and benefits, most of which
related to a company-owned life insurance program recently adopted to fund non-
qualified benefit plans.
Non-operating income increased $2.6 million as a result of higher investment
income and a change in accounting classification for interest expense on non-
qualified employee benefit plans. Such interest is now treated as an
operating expense and is included in general and administrative costs in the
"Corporate and other" category. The increase in investment income reflects
larger invested balances, slightly higher yields and an increase in realized
gains on the sale of investment securities.
The combined Federal and state income tax rate of 41.2 percent did not change
materially from the 41.5 percent recorded in last year's second quarter.
Current Year-To-Date Compared to Same Period Last Year
Net income for the first six months of fiscal 1996 was $46,809,000 or $1.01
per share compared to $50,461,000 or $1.08 per share in last year's first
half. The earnings decline primarily resulted from lower revenues, which were
off 3 percent from $1.47 billion to $1.44 billion, and reduced recreational
vehicle margins. The current period included 26 weeks versus 27 weeks in the
prior year which accounted for a large part of the decline in revenues.
First half housing revenues were up 7 percent to $748.0 million compared to
$696.0 million last year. This sales growth is attributable to strong
consumer demand for manufactured housing as mentioned previously. Fleetwood
shipments for the first six months of fiscal 1996 were up less than 1 percent
to 36,020 units with a slight shift in the sales mix to larger homes. Housing
group sales accounted for 52 percent of total Company revenues compared to 47
percent last year.
Recreational vehicle revenues of $641.6 million were off 13 percent from last
year's record $734.6 million, primarily due to lower motor home sales.
Domestic motor home revenues for the first six months were down 20 percent to
$330.5 million, while travel trailers fell 8 percent to $235.5 million. Motor
home shipments declined 25 percent to 6,493 and travel trailer units fell 8
percent to 18,048. Fleetwood's folding trailer division generated first half
revenues of $44.6 million, 7 percent ahead of the prior year as shipments rose
8 percent to 10,812 units. European RV sales rose 24 percent to $31.0 million
in the first half. Recreational vehicle sales in total accounted for 45
percent of Company revenues, down from 50 percent last year.
Manufacturing gross profit as a percentage of sales improved slightly from
18.8 percent to 18.9 percent on the strength of better housing margins for the
reasons mentioned previously. Slimmer RV margins offset to a large degree the
improvements made in housing.
Net finance revenues of $13.7 million were up 10 percent on a 19 percent
increase in finance interest income. Debt financing costs, however, rose at a
faster rate, narrowing the spread between borrowing and lending rates.
Operating expenses increased $4.8 million to $208.1 million, 2 percent above
last year's first half. As a percentage of revenues, these costs rose from
13.8 percent to 14.5 percent. Selling expenses climbed $7.8 million or 9
percent, mainly as a result of higher product warranty costs in the housing
group as discussed previously. As a percentage of sales, selling expenses
rose from 6.0 percent to 6.7 percent. General and administrative expenses
fell 3 percent to $111.7 million, but were unchanged as a percentage of sales
at 7.8 percent. The reduced costs were primarily due to lower management
incentive compensation which is directly tied to the decline in profitability.
Non-operating income more than doubled to $6.0 million for the reasons
discussed in the quarterly period comparison.
The combined Federal and state income tax rate of 40.8 percent was virtually
identical to last year's effective tax rate.
Liquidity and Capital Resources
The Company generally relies upon internally generated cash flows to fund
capital expenditures and to satisfy working capital needs for its
manufacturing operations. During the first six months of fiscal 1996,
positive cash flows from operations resulted in a strengthened cash position
as of October 29, 1995. Cash and investments at the end of October totaled
$311.8 million, up from $198.2 million at the end of April.
Cash outflows in the six months ended October 1995 included capital
expenditures of $14.8 million, most of which was related to continuing
capacity expansion in the Company's housing group. The quarterly shareholder
dividend was increased from a per share rate of 14 cents to 15 cents in June
1995 which increased the aggregate dividend payments to $13.8 million for the
first half of fiscal 1996.
The Company's finance subsidiary secured cash for lending operations primarily
through the issuance of commercial paper and the sale to investors of
securities backed by retail sales contracts on Fleetwood recreational
vehicles. On July 31, 1995, Fleetwood Credit Corp. presold $150 million of
asset-backed securities which were fully funded by October 1995. The proceeds
were principally used to pay down commercial paper debt.
The finance subsidiary uses the commercial paper market and long-term debt to
fund both its wholesale receivables, which are prime rate based, and its fixed-
rate retail installment sales contract receivables prior to their sale in the
asset-backed securities market. To protect the value of the retail
installment sale contract portfolio from unfavorable changes in interest
rates, the finance subsidiary sometimes enters into interest rate exchange
agreements or other interest rate hedging transactions during the period
between origination of the receivables and their sale in the asset-backed
securities market. During the July quarter, a hedging arrangement was in
effect in the form of a forward sale agreement of U.S. Treasury securities.
This agreement was closed out concurrent with the sale of retail receivables
on July 31, 1995, and no other agreements are currently outstanding. A loss
of $4.2 million was incurred on the aforementioned forward sale agreement, but
this was offset by a corresponding increase in the value of retail
receivables.
The finance company maintains a committed revolving credit facility with a
number of major banks to support the issuance of commercial paper. At October
29, 1995, these facilities totaled $350 million, none of which is being used.
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At Fleetwood's Annual Meeting of Shareholders held on September 12, 1995, the
following directors were elected to three-year terms to Fleetwood's Board of
Directors: John C. Crean and William W. Weide. The following directors
continued in office after the meeting, but were not elected at the meeting:
Glenn F. Kummer, Andrew Crean, Dr. Douglas M. Lawson, Thomas A. Fuentes,
Walter F. Beran and Dr. James L. Doti.
The shareholder votes on the elections were as follows:
<TABLE>
For Withheld Vote
<S> <C> <C>
John C. Crean 41,567,782 162,805
William W. Weide 41,616,325 114,262
</TABLE>
The total number of shares of Fleetwood Common stock outstanding as of July
19, 1995, the record date for the Annual Meeting, was 46,061,542 shares.
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.
FLEETWOOD ENTERPRISES, INC.
_____________________
Paul M. Bingham
Financial Vice President
and Chief Financial Officer
December 5, 1995
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED FINANCIAL INFORMATION
FINANCIAL DATA SCHEDULE
[SROS] NYSE
[SROS] PSE
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-28-1996
<PERIOD-END> OCT-29-1995
<CASH> 42,883
<SECURITIES> 268,939
<RECEIVABLES> 479,104
<ALLOWANCES> 22,851
<INVENTORY> 143,926
<CURRENT-ASSETS> 0
<PP&E> 420,729
<DEPRECIATION> 155,746
<TOTAL-ASSETS> 1,326,784
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 46,084
0
0
<OTHER-SE> 595,542
<TOTAL-LIABILITY-AND-EQUITY> 1,326,784
<SALES> 1,411,803
<TOTAL-REVENUES> 1,437,520
<CGS> 1,144,767
<TOTAL-COSTS> 1,144,767
<OTHER-EXPENSES> 160
<LOSS-PROVISION> 2,225
<INTEREST-EXPENSE> 12,606
<INCOME-PRETAX> 78,615
<INCOME-TAX> 32,084
<INCOME-CONTINUING> 46,809
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,809
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
<FN> Amounts for current assets and current
liabilities are not shown since balance sheet
is presented in nonclassified format.
</TABLE>
