<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For 26 Weeks Ended: August 4, 1994 Commission File Number: 1-6187
ALBERTSON'S, INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 82-0184434
_______________________________ ___________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726
_______________________________________________ __________
(Address) (Zip Code)
Registrant's telephone number, including area code: (208) 385-6200
______________
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
_____ _____
Number of Registrant's $1.00 par value
common shares outstanding at September 1, 1994: 253,605,683
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ALBERTSON'S, INC.
CONSOLIDATED EARNINGS
(in thousands except per share data)
(unaudited)
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
________________________ ________________________
August 4, July 29, August 4, July 29,
1994 1993 1994 1993
____________ ___________ ____________ ___________
<S> <C> <C> <C> <C>
Sales $2,987,680 $2,768,242 $5,897,488 $5,487,875
Cost of sales 2,236,768 2,095,665 4,423,821 4,153,811
__________ __________ __________ __________
Gross profit 750,912 672,577 1,473,667 1,334,064
Selling, general and
administrative expenses 584,491 539,512 1,151,169 1,066,397
__________ __________ __________ __________
Operating profit 166,421 133,065 322,498 267,667
Other (expenses) income:
Interest, net (15,327) (15,209) (31,473) (29,458)
Other, net 1,227 3,926 (237) 2,573
__________ __________ __________ __________
Earnings before income taxes
and cumulative effect of
accounting change 152,321 121,782 290,788 240,782
Income taxes 58,644 45,912 111,954 90,775
__________ __________ __________ __________
Earnings before cumulative
effect of accounting change 93,677 75,870 178,834 150,007
Cumulative effect of
accounting change:
Postemployment benefits (6,382)
__________ __________ __________ __________
NET EARNINGS $ 93,677 $ 75,870 $ 172,452 $ 150,007
Earnings per share before
cumulative effect of
accounting change $ .37 $ .30 $ .71 $ .59
Cumulative effect of accounting
change:
Postemployment benefits (.03)
__________ __________ __________ __________
EARNINGS PER SHARE $ .37 $ .30 $ .68 $ .59
DIVIDENDS DECLARED PER SHARE $ .11 $ .09 $ .22 $ .18
Average number of shares
outstanding 253,572 253,126 253,535 255,204
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<CAPTION>
August 4, 1994 February 3,
(unaudited) 1994
______________ ____________
ASSETS
______
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 79,065 $ 62,463
Accounts and notes receivable 101,103 114,493
Inventories 835,274 871,719
Prepaid expenses 30,935 13,589
Deferred income tax benefits 63,482 59,967
__________ __________
TOTAL CURRENT ASSETS 1,109,859 1,122,231
OTHER ASSETS 114,360 90,810
LAND, BUILDINGS AND EQUIPMENT 3,270,558 3,109,172
Less accumulated depreciation and amortization 1,106,930 1,027,318
__________ __________
2,163,628 2,081,854
__________ __________
$3,387,847 $3,294,895
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
CURRENT LIABILITIES:
Accounts payable $ 566,903 $ 600,376
Notes payable 10,000
Salaries and related liabilities 114,282 101,443
Taxes other than income taxes 52,417 38,095
Income taxes 15,558 48,622
Self-insurance 65,736 58,436
Unearned income 18,900 19,927
Other current liabilities 34,759 30,277
Current maturities of long-term debt 201,511 76,692
Current portion of capitalized lease obligations 6,417 6,194
__________ _________
TOTAL CURRENT LIABILITIES 1,076,483 990,062
LONG-TERM DEBT 418,848 554,092
CAPITALIZED LEASE OBLIGATIONS 109,668 110,919
DEFERRED INCOME TAXES 16,947 28,766
UNEARNED INCOME 25,767 10,825
OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS 231,069 210,852
STOCKHOLDERS' EQUITY:
Preferred stock - $1 par value; authorized -
10,000,000 shares; issued - none
Common stock - $1 par value; authorized -
600,000,000 shares; issued - 253,571,783
shares and 253,406,983 shares, respectively 253,572 253,407
Capital in excess of par value 4,972 2,117
Retained earnings 1,250,521 1,133,855
__________ __________
1,509,065 1,389,379
__________ __________
$3,387,847 $3,294,895
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED CASH FLOWS
(in thousands)
(unaudited)
<CAPTION>
26 WEEKS ENDED
______________________________
August 4, July 29,
1994 1993
_____________ _____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 172,452 $ 150,007
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 108,878 94,517
Net deferred income taxes (14,077) 2,240
Cumulative effect of accounting change 6,382
Changes in operating assets and liabilities 26,412 37,527
__________ __________
Net cash provided by operating activities 300,047 284,291
CASH FLOWS FROM INVESTING ACTIVITIES:
Net capital expenditures excluding
noncash activities (188,846) (186,811)
Increase in other assets (23,550) (12,994)
__________ __________
Net cash used in investing activities (212,396) (199,805)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net line of credit activity (10,000) 5,000
Proceeds from long-term borrowings 252,075
Payments on long-term borrowings (78,308) (28,432)
Net commercial paper activity 64,939 (21,236)
Proceeds from stock options exercised 3,020 635
Purchase of treasury shares (517,526)
Net proceeds from issuance of treasury shares 264,527
Cash dividends (50,700) (43,954)
__________ __________
Net cash used in financing activities (71,049) (88,911)
__________ __________
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 16,602 (4,425)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 62,463 39,541
__________ __________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 79,065 $ 35,116
NON-CASH ACTIVITIES:
Capital lease obligations incurred $ 4,574 $ 4,217
Capital lease obligations terminated 2,658 223
CASH PAYMENTS FOR:
Income taxes 155,076 123,850
Interest, net of amounts capitalized 27,461 23,371
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
ALBERTSON'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basis of Presentation
_____________________
The accompanying unaudited consolidated financial statements
include the results of operations, account balances and cash flows of
the Company and its wholly-owned subsidiaries. All material
intercompany balances have been eliminated.
In the opinion of management, the accompanying unaudited
consolidated financial statements include all adjustments necessary to
present fairly, in all material respects, the results of operations of
the Company for the periods presented. Such adjustments consisted only
of normal recurring items, except for the cumulative effect adjustment
associated with the adoption of Statement of Financial Accounting
Standards No. 112. The statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. It is suggested that these consolidated
financial statements be read in conjunction with the consolidated
financial statements and the accompanying notes included in the
Company's 1993 Annual Report.
The balance sheet at February 3, 1994 has been taken from the
audited financial statements at that date.
Capital Stock
_____________
Average shares outstanding and per share data have been
retroactively adjusted to reflect the two-for-one stock split
distributed on October 4, 1993.
Cumulative Effect of Accounting Change
______________________________________
At the beginning of the 1994 fiscal year, the Company adopted
the provisions of Statement of Financial Accounting Standard (SFAS) No.
112, "Employers' Accounting for Postemployment Benefits." This
statement requires employers to recognize the obligation for benefits
provided to former or inactive employees after employment but before
retirement. The Company is self-insured for its employees' short-term
and long-term disability plans which are the primary benefits paid to
inactive employees prior to retirement. In prior years, disability
benefits have been charged to expenses under the pay-as-you-go method.
The total cumulative effect of this accounting change (net of $4.0
million in tax benefits) was to decrease net earnings by $6.4 million or
$.03 per share. As of August 4, 1994, approximately $9.4 million of the
obligation for postemployment benefits is included with other long-term
liabilities and deferred credits and approximately $2.2 million is
included with current salaries and related liabilities.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
_____________________
Results for the quarter:
Sales for the 13 weeks ended August 4, 1994 increased by
$219,438,000 (7.9%) over sales for the 13 weeks ended July 29, 1993.
This increase was due to improved identical store sales, inflation and
the continued expansion of net square footage. Identical store sales,
sales in stores that have been in operation for the equivalent 13 week
periods of both years, increased 3.1% and comparable store sales (which
include replacement stores) increased 3.5%. The identical store sales
increase was primarily achieved through an Everyday Low Price strategy
and strong in-store merchandising programs. Management estimates that
inflation accounted for approximately 1.1% of the identical store sales
increase. During the quarter fourteen stores were opened, three stores
were closed and seven store remodels were completed. Net retail square
footage increased 6.4% from July 29, 1993.
The following table sets forth certain income statement
components expressed as a percent to sales and the year-to-year
percentage changes in the amounts of such components:
Percent to sales Percentage increase
___________________ _________________________
13 weeks ended Second Quarter
___________________ _________________________
8-04-94 7-29-93 1994/1993 1993/1992
_______ ________ ___________ __________
Sales 100.00% 100.00% 7.9% 6.3%
Gross profit 25.13 24.30 11.6 8.2
Selling, general and
administrative
expenses 19.56 19.49 8.3 6.4
Operating profit 5.57 4.81 25.1 16.4
Net interest
expense 0.51 0.55 0.8 28.1
Earnings before
income taxes 5.10 4.40 25.1 16.0
Net earnings 3.14 2.74 23.5 15.0
Gross profit, as a percent to sales, increased due primarily
to the expansion and increased utilization of the Company's distribution
system. Utilization of the Company's distribution system has enabled
the Company to better control product costs and product distribution.
The pre-tax LIFO charge reduced gross profit by $9,700,000 (0.32% to
sales) for the 13 weeks ended August 4, 1994 and $10,400,000 (0.38% to
sales) for the 13 weeks ended July 29, 1993.
Selling, general and administrative (SG&A) expenses, as a
percent to sales, increased due primarily to increases in insurance
costs. The Company continues to emphasize its cost containment programs
as well as increased productivity to control SG&A expenses as a percent
to sales.
<PAGE>
Year-to-date results:
Sales for the 26 weeks ended August 4, 1994 increased by
$409,613,000 (7.5%) over sales for the 26 weeks ended July 29, 1993.
This increase was due to improved identical store sales, inflation and
the continued expansion of net square footage. Identical store sales,
sales in stores that have been in operation for the equivalent 26 week
periods of both years, increased 3.1% and comparable store sales (which
include replacement stores) increased 3.4%. The identical store sales
increase was primarily achieved through an Everyday Low Price strategy
and strong in-store merchandising programs. Management estimates that
inflation accounted for approximately 1.1% of the identical store sales
increase. During the 26 weeks 20 stores were opened, seven stores were
closed, and 17 store remodels were completed. Net retail square footage
increased 6.4% from July 29, 1993.
The following table sets forth certain income statement
components expressed as a percent to sales and the year-to-year
percentage changes in the amounts of such components:
Percent to sales Percentage increase
___________________ _________________________
26 weeks ended Year-to-date
___________________ _________________________
8-04-94 7-29-93 1994/1993 1993/1992
_______ ________ ___________ __________
Sales 100.00% 100.00% 7.5% 12.0%
Gross profit 24.99 24.31 10.5 15.4
Selling, general and
administrative
expenses 19.52 19.43 7.9 9.3
Operating profit 5.47 4.88 20.5 48.8
Net interest
expense 0.53 0.54 6.8 45.5
Earnings before income
taxes and cumulative
effect of accounting
change 4.93 4.39 20.8 49.1
Net earnings 2.92 2.73 15.0 63.0
Gross profit, as a percent to sales, increased due primarily
to expansion and increased utilization of the Company's distribution
system. Utilization of the Company's distribution system has enabled
the Company to better control product costs and product distribution.
The pre-tax LIFO charge reduced gross profit by $21,700,000 (0.37% to
sales) for the 26 weeks ended August 4, 1994 and $21,600,000 (0.39% to
sales) for the 26 weeks ended July 29, 1993.
Selling, general and administrative (SG&A) expenses for the 26
weeks ended August 4, 1994 increased due primarily to increases in
insurance costs. The Company continues to emphasize its cost
containment programs as well as increased productivity to control SG&A
expenses as a percent to sales.
<PAGE>
Liquidity and Capital Resources
_______________________________
The Company's operating results continue to enhance its
financial position and ability to continue its planned expansion
program. Cash provided by operating activities during the 26 weeks
ended August 4, 1994 was $300 million as compared to $284 million in the
prior year. During the 26 weeks ended August 4, 1994 the Company spent
$189 million for net capital expenditures, $51 million for the payment
of dividends and $23 million to reduce debt. The Company's commercial
paper program is utilized to supplement cash requirements resulting from
seasonal fluctuations created by the Company's capital expenditure
program and changes in working capital. Accordingly, commercial paper
borrowings will fluctuate between the Company's quarterly reporting
periods.
Since 1987 the Board of Directors has continuously adopted or
renewed plans under which the Company is authorized, but not required,
to purchase shares of its common stock on the open market. The current
plan was adopted by the Board on March 7, 1994 and authorizes the
Company to purchase up to 2.5 million shares through March 31, 1995.
During the 26 weeks ended August 4, 1994 no shares were purchased
pursuant to this program.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
__________________________
There have not been any material developments in the Super Food
Services, Inc. lawsuit or the routine litigation referred to in the Form
10-K for the fiscal year ended February 3, 1994.
Item 2. Changes in Securities
______________________________
In March 1992, the Company entered into a revolving credit
agreement with several banks, whereby the Company may borrow, from time
to time, principal amounts up to $200 million at any time prior to
April 1, 1997. In accordance with this revolving credit agreement, the
Company's consolidated tangible net worth, as defined, shall not be less
than $750 million.
Item 3. Defaults upon Senior Securities
________________________________________
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
____________________________________________________________
Information regarding the Company's Annual Meeting of Stock-
holders held on May 27, 1994 was included under Item 4 of Form 10-Q for
the quarter ended May 5, 1994.
Item 5. Other Information
__________________________
The Albertson's, Inc. Stockholder Rights Plan Agreement dated
as of March 2, 1987, as amended as of August 31, 1987, November 28, 1988
and September 6, 1989 (Rights Plan) was amended on September 6, 1994 to
make the Purchase Price (as defined in the Rights Plan) $60.00 per
Right. The Rights Agent for the Rights Plan is Chemical Trust Company
of California.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
_________________________________________
a. Exhibits
4.1.4 Fourth Amendment to the Stockholder Rights Plan
Agreement (dated September 6, 1994)
10.20.1 Amendment to the Albertson's, Inc. 1990 Deferred
Compensation Plan (dated April 12, 1994) *
27 Financial data schedule for the 26 weeks ended
August 4, 1994
* Identifies management contracts or compensatory plans or
arrangements required to be filed as an exhibit hereto.
b. The following reports on Form 8-K were filed during the
quarter:
None.
<PAGE>
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.
ALBERTSON'S, INC.
_________________________________
(Registrant)
Date: September 8, 1994 A. CRAIG OLSON
A. Craig Olson
Senior Vice President, Finance
and Chief Financial Officer
FORM 10-Q
13
<PAGE>
EXHIBIT 4.1.4
FOURTH AMENDMENT TO STOCKHOLDER RIGHTS PLAN AGREEMENT
This Fourth Amendment to the STOCKHOLDER RIGHTS PLAN AGREEMENT,
dated as of March 2, 1987, as amended as of August 31, 1987,
November 28, 1988 and September 6, 1989 (the "Rights Agreement"),
between Albertson's, Inc. a Delaware corporation (the "Company") and
Chemical Trust Company of California as Rights Agent (the "Rights
Agent") is dated as of September 6, 1994.
WHEREAS, the Rights Agreement specifies the terms of the Rights (as
defined therein);
WHEREAS, on May 25, 1990, the Company declared a two-for-one stock
split on its common stock, par value $1.00 per share, in the form of a
100% stock dividend (collectively referred to with the stock split
described in the paragraph below as the "Stock Splits") which, pursuant
to the provisions of Section 11 of the Rights Agreement, caused certain
adjustments to occur under the Rights Agreement, including, among
others, a change in the Purchase Price (as defined in the Rights
Agreement) from $130.00 per share to $65.00 per share;
WHEREAS, on November 27, 1991, Chemical Trust Company of California
was appointed the Rights Agent in connection with is appointment as
Transfer Agent for the Company;
WHEREAS, on August 30, 1993, the Company declared a two-for-one
stock split on its common stock, par value $1.00 per share, in the form
of a 100% stock dividend (collectively referred to with the stock split
described in the paragraph above as the "Stock Splits") which, pursuant
to the provisions of Section 11 of the Rights Agreement, caused certain
adjustments to occur under the Rights Agreement, including, among
others, a change in the Purchase Price (as defined in the Rights
Agreement) from $65.00 per share to $32.50 per share;
WHEREAS, the Company and the Rights Agent desire to effect this
fourth amendment (the "Fourth Amendment") to the Rights Agreement in
accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Fourth Amendment,
the parties hereby agree as follows:
1. Section 7(b) of the Rights Agreement is hereby amended in its
entirety to read as follows:
(b) From and after September 6, 1994, the Purchase Price for
each share of Common Stock pursuant to the exercise of a Right
shall be $60.00, shall be subject to adjustment from time to
time as provided in Section 11 hereof and shall be payable in
lawful money of the United States of America in accordance with
paragraph (c) below.
2. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
3. Chemical Trust Company of California agrees to faithfully
perform the duties of the Rights Agent under the Rights Agreement.
4. The foregoing amendment shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.
<PAGE>
5. This Fourth Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of September 6, 1994.
ALBERTSON'S, INC.
By: THOMAS R. SALDIN
Name: Thomas R. Saldin
Title: Executive Vice President
Administration & General Counsel
CHEMICAL TRUST COMPANY OF CALIFORNIA
By: ASA DREW
Name: Asa Drew
Title: Assistant Vice President
<PAGE>
EXHIBIT 10.20.1
AMENDMENT
ALBERTSON'S, INC.
1990 DEFERRED COMPENSATION PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation
(the "Corporation").
RECITALS:
A. The Corporation established the Albertson's, Inc., 1990 Deferred
Compensation Plan effective January 1, 1990 (the "Plan").
B. The Corporation, pursuant to Section 10.1 of the Plan, retained the
right to amend the Plan and Section 10.1 provides that the Plan
may be amended by the Grantor Trust Committee appointed by the
Board of Directors of Albertson's, Inc. (the "Committee").
C. The Committee has determined that it is advisable to amend the
Plan in the manner hereinafter set forth.
AMENDMENTS:
NOW, THEREFORE, be it resolved that the Plan is amended, as of
March 7, 1994, in the following respects:
1. A new Section 1.8 (with the other sections renumbered accordingly)
in Article I, Definitions is added as follows:
1.8 "Compensation Committee" means the Compensation
Committee appointed by the Board to establish and
review the annual salaries and bonuses paid to the
elected officers and the Executive Vice Presidents
of the Company to establish the bonus policy for all
of the officers of the Company and to establish stock
option plans and grant options pursuant thereto, or
such other committee of not less than three (3) persons
that the Board shall designate.
2. A new Section 1.15 (with the other sections renumbered accordingly)
in Article I, Definitions is added as follows:
1.15. "Fiscal Year" means the fiscal year of the Company,
Albertson's, Inc.
3. A new Section 3.2 (with the other sections renumbered accordingly)
in Article III, Participation is added as follows:
3.2 For each Fiscal Year, beginning with the Fiscal Year
which commenced on February 4, 1994, the Compensation
Committee shall determine if an Eligible Employee who is
also a "covered employee" as that term is defined in
Section 162(m) of the Internal Revenue Code of 1986, as
amended ("Section 162(m)") would receive total
remuneration, including bonus, for that determine if an
Eligible Employee who is also a "covered employee" as
that term is defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended ("Section 162(m)") would
receive total remuneration, including bonus, for that
Fiscal Year in excess of the maximum amount allowed as a
deduction by the Company from income taxes pursuant to the
provisions of Section 162(m) and shall (notwithstanding
the limitation on deferrals set forth in Section 4.2(a))
defer to the Account of such Eligible Employee that
portion of the bonus which would otherwise be paid to
<PAGE>
the Eligible Employee which, in the judgment of the
Compensation Committee, would not be deductible by the
Company pursuant to the provisions of Section 162(m).
The Compensation Committee shall designate one of its
members to file with the Committee a Deferral Agreement
for the portion of bonus to be deferred.
4. A new subsection 6.4 (e) in Article VI, Commencement of Benefits
is added as follows:
6.4 (e) Notwithstanding any other provision in the Plan
to the contrary, benefits shall not be paid to a Participant
who is a "covered employee" as that term is defined in
Section 162(m) until the Participant is no longer a "covered
employee".
IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned on this 12th day of April, 1994.
ALBERTSON'S, INC.
a Delaware corporation
By:THOMAS R. SALDIN
Thomas R. Saldin
Executive Vice President,
Administration and General Counsel
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ALBERTSON'S QUARTERLY REPORT TO STOCKHOLDERS FOR THE QUARTER ENDED
AUGUST 4, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> FEB-02-1995
<PERIOD-START> FEB-04-1994
<PERIOD-END> AUG-04-1994
<CASH> 79,065
<SECURITIES> 0
<RECEIVABLES> 102,518
<ALLOWANCES> 1,415
<INVENTORY> 835,274
<CURRENT-ASSETS> 1,109,859
<PP&E> 3,270,558
<DEPRECIATION> 1,106,930
<TOTAL-ASSETS> 3,387,847
<CURRENT-LIABILITIES> 1,076,483
<BONDS> 528,516
<COMMON> 253,572
0
0
<OTHER-SE> 1,255,493
<TOTAL-LIABILITY-AND-EQUITY> 3,387,847
<SALES> 5,897,488
<TOTAL-REVENUES> 5,897,488
<CGS> 4,423,821
<TOTAL-COSTS> 4,423,821
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,473
<INCOME-PRETAX> 290,788
<INCOME-TAX> 111,954
<INCOME-CONTINUING> 178,834
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (6,382)
<NET-INCOME> 172,452
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
</TABLE>
