SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 1995
Commission File Number 1-4925
HARCOURT GENERAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-1619609
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27 Boylston Street, Chestnut Hill, MA 02167
(Address of principal executive offices) (Zip Code)
(617) 232-8200
(Registrant's telephone number, including area code)
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
As of June 8, 1995, the number of shares outstanding of each of the issuer's
classes of common stock was:
Class Shares Outstanding <PAGE>
Common Stock, $1 Par Value 51,926,891
Class B Stock, $1 Par Value 20,803,041
<PAGE>
HARCOURT GENERAL, INC.
I N D E X
Part I. Financial Information Page Number
Item 1. Condensed Consolidated Balance Sheets as of
April 30, 1995 and October 31, l994 1
Condensed Consolidated Statements of Earnings for the
Three and Six Months Ended April 30, l995 and l994 2
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended April 30, l995 and l994 3
Notes to Condensed Consolidated Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit 11.1 13
Exhibit 27.1 14
<PAGE>
<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
(In thousands)
April 30, October 31,
1995 l994
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 318,180 $ 819,659
Short-term investments 273,221 -
Accounts receivable, net 568,144 578,575
Inventories 469,448 466,177
Deferred income taxes 90,501 90,501
Other current assets 62,569 66,096
Total current assets 1,782,063 2,021,008
Property and equipment, net 534,021 521,670
Other assets:
Prepublication costs, net 165,838 164,160
Intangible assets 415,672 422,566
Other 116,653 112,960
Total other assets 698,163 699,686
Total assets $3,014,247 $3,242,364
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable and current maturities of
long-term liabilities $ 162,476 $ 119,529
Accounts payable 237,561 273,098
Accrued liabilities 338,181 363,333
Taxes payable 20,758 71,209
Other current liabilities 111,728 47,835
Total current liabilities 870,704 875,004
Long-term liabilities:
Notes and debentures 905,570 915,464
Other long-term liabilities 210,477 207,877
Total long-term liabilities 1,116,047 1,123,341
Deferred income taxes 196,664 196,664
Shareholders' equity:
Preferred stock 1,406 1,453
Common stock 72,559 77,887
Paid-in capital 727,131 726,505
Cumulative translation adjustments (3,962) (4,710)
Retained earnings 33,698 246,220
Total shareholders' equity 830,832 1,047,355
Total liabilities and shareholders' equity $3,014,247 $3,242,364
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
1<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<CAPTION>
(In thousands except for per share amounts)
Six Months Three Months
Ended April 30, Ended April 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues $1,437,786 $1,365,773 $774,477 $739,760
Costs applicable to revenues 900,488 849,937 501,791 473,181
Selling, general and administrative
expenses 456,937 430,650 234,004 227,789
Corporate expenses 17,420 18,751 8,402 9,468
Operating earnings 62,941 66,435 30,280 29,322
Investment income 23,757 7,640 12,634 3,578
Interest expense (46,795) (42,865) (23,994) (21,624)
Earnings from continuing operations
before income taxes 39,903 31,210 18,920 11,276
Income taxes (13,567) (12,279) (6,184) (4,462)
Earnings from continuing operations 26,336 18,931 12,736 6,814
Earnings (loss) from discontinued
operations, net (306) 12,345 1,498 4,500
Net earnings $ 26,030 $ 31,276 $ 14,234 $ 11,314
Weighted average number of common
and common equivalent shares
outstanding 79,141 79,829 78,479 79,804
Earnings per common share:
Earnings from continuing operations $ .33 $ .24 $ .16 $ .08
Earnings from discontinued
operations, net - .15 .02 .06
Net earnings $ .33 $ .39 $ .18 $ .14
Dividends per share:
Common Stock $ .32 $ .30 $ .16 $ .15
Class B Stock $ .288 $ .27 $ .144 $ .135
Series A Stock $ .367 $ .345 $ .1835 $ .1725
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
(In thousands)
Six Months
Ended April 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities
Net earnings from continuing operations $ 26,336 $ 18,931
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Deferred income taxes - (45,345)
Depreciation and amortization 86,787 79,997
Other items (4,272) (6,807)
Changes in assets and liabilities:
Accounts receivable 9,914 (18,262)
Inventories (3,661) 23,152
Other current assets 3,440 (1,367)
Current liabilities (46,644) (4,982)
Net cash provided by operating activities 71,900 45,317
Cash flows from investing activities
Capital expenditures (90,583) (87,311)
Purchase of short-term investments (273,221) -
Net cash used by investing activities (363,804) (87,311)
Cash flows from financing activities
Proceeds from borrowing, net 43,000 43,500
Repayment of debt (10,701) (19,499)
Repurchase of Common Stock (220,039) -
Cash dividends paid (23,927) (23,209)
Equity transactions, net 2,092 (2,335)
Net cash used by financing activities (209,575) (1,543)
Cash and equivalents
Decrease during the period (501,479) (43,537)
Beginning balance 819,659 466,925
Ending balance $318,180 $423,388
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3<PAGE>
HARCOURT GENERAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The condensed consolidated financial statements of Harcourt General, Inc.
(the Company) are submitted in response to the requirements of Form 10-Q
and should be read in conjunction with the consolidated financial
statements in the Company's Annual Report on Form 10-K. In the opinion
of management, these statements contain all adjustments, consisting only
of normal recurring accruals, necessary for a fair presentation of the
results for the interim periods presented. The April 30, l995 condensed
consolidated financial statements include the January 28, l995 condensed
consolidated financial statements of The Neiman Marcus Group, Inc. (NMG),
which have been filed with the Securities and Exchange Commission on Form
10-Q. The Company owns approximately 65% of the fully-converted equity
of NMG.
The Company's businesses are seasonal in nature, and historically the
results of operations for these periods have not been indicative of the
results for the full year.
2. Discontinued Operations
Pursuant to a letter of intent dated March 31, 1995, NMG agreed to sell
certain assets and liabilities of its Contempo Casuals subsidiary to The
Wet Seal, Inc. ("Wet Seal") for $1.0 million of Wet Seal common stock and
$100,000 in cash. The sale, which is subject to the completion of a
definitive purchase and sale agreement and other closing conditions, is
expected to close on or about June 30, 1995. The condensed consolidated
financial statements have been restated to reflect Contempo Casuals as a
discontinued operation.
The $11.4 million after-tax loss from discontinued operations in NMG's
third quarter relating to Contempo Casuals will be reflected in the
Company's third quarter ending July 31, 1995 because NMG's financial
statements are consolidated with a lag of one quarter. This charge
includes an after-tax loss on disposal of $9.9 million, which includes an
estimated $2.0 million after-tax loss from operations through the closing
date. Revenues applicable to discontinued Contempo operations were $69.1
million and $126.4 million for the thirteen and twenty-six week periods
ended January 28, 1995, and $92.9 million and $170.7 million for the
thirteen and twenty-six week periods ended January 29, 1994.
On October 31, 1994, the Company sold its insurance businesses to an
affiliate of General Electric Capital Corporation for $410.4 million in
cash. The fiscal 1994 condensed consolidated financial statements have
been restated to report separately the operating results of these
discontinued operations. Revenues applicable to discontinued insurance
operations were $133.3 million and $261.8 million for the three and six
month periods ended April 30, 1994.
4<PAGE>
HARCOURT GENERAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. Securitization of Credit Card Receivables
On March 15, 1995, NMG sold all of its Neiman Marcus credit card
receivables through a subsidiary to a trust in exchange for certificates
representing an undivided interest in such receivables. Certificates
representing an undivided interest in $246.0 million of these receivables
were sold to third parties in a public offering of $225.0 million 7.60%
Class A certificates and $21.0 million 7.75% Class B certificates. NMG
used the proceeds from this offering to pay down existing debt. NMG's
subsidiary will retain the remaining undivided interest in the
receivables not represented by the Class A and Class B certificates. A
portion of that interest is subordinated to the Class A and Class B
certificates. NMG will continue to service all receivables for the
trust. The securitization will be reflected in the Company's third
quarter ending July 31, 1995 because NMG's financial statements are
consolidated with a lag of one quarter.
In anticipation of the securitization, NMG entered into several forward
interest rate lock agreements. The agreements allowed NMG to establish a
weighted average effective rate of approximately 8.0% on the certificates
that were issued as part of the securitization. On March 15, 1995, NMG
paid $5.4 million to settle all of its interest rate lock agreements.
4. Stock Purchase Program
On April 11, 1995, the Company completed a "Dutch Auction" tender offer
and repurchased approximately 5.4 million shares of the Company's Common
Stock at $40.50 per share for $220.0 million.
5. Debt and Credit Agreements
On April 7, 1995, NMG replaced its $300 million revolving credit facility
and its six $25 million revolving credit facilities with a five year,
$500 million facility. NMG may terminate this agreement at any time on
three business days' notice. The rate of interest payable (6.5% at April
29, 1995) varies according to one of four pricing options selected by
NMG.
5<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
The following table illustrates revenues and operating results from continuing operations by business
segment.
<CAPTION>
Six Months Ended April 30, Three Months Ended April 30,
(In thousands) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Publishing $ 321,986 $ 305,818 $ 153,496 $144,825
Specialty retailing 1,051,858 987,668 589,536 557,772
Professional services 63,942 72,287 31,445 37,163
Total revenues $1,437,786 $1,365,773 $ 774,477 $739,760
Operating earnings (loss):
Publishing ($ 32,189) ($ 29,997) ($ 20,288) ($ 22,594)
Specialty retailing 105,491 102,395 56,049 54,769
Professional services 7,059 12,788 2,921 6,615
Corporate expenses (17,420) (18,751) (8,402) (9,468)
Total operating earnings $ 62,941 $ 66,435 $ 30,280 $ 29,322
</TABLE>
Six Months Ended April 30, l995 Compared to Six Months Ended
April 30, l994
Publishing
Publishing revenues in the six months ended April 30, l995
increased 5.3% to $322.0 million from $305.8 million in the six
months ended April 30, l994. Revenue increases at the Company's
scientific, technical, medical and professional (STMP) publishing
group and at the educational publishing group were partially
offset by lower international publishing revenues. The increase
at STMP was principally attributable to higher revenues at Academic
Press, while the educational publishing group benefited from strong
elementary reading sales and the Brown-ROA acquisition consummated
in the third quarter of fiscal 1994.
The publishing operating loss increased 7.3% compared with the same
period last year. The higher loss was the result of higher selling
and marketing expenses as well as plate amortization costs at the
educational publishing group. The educational publishing
group's larger loss compared to the prior year was partially
offset by improved earnings at the Company's STMP publishing group.
Specialty Retailing
Specialty retailing results are reported with a lag of one quarter.
Accordingly, the operating results of The Neiman Marcus Group,
Inc. (NMG) for the twenty-six weeks ended January 28, 1995 are
consolidated with the operating results of the Company for
the six months ended April 30, 1995.
In March 1995, NMG agreed to sell certain assets and liabilities of
its Contempo Casuals subsidiary to The Wet Seal, Inc. The sale,
which is subject to the completion of a definitive purchase and sale
agreement and other closing conditions, is expected to close on or
about June 30, 1995. The condensed consolidated financial statements
have been restated to reflect Contempo Casuals as a discontinued
operation.
6<PAGE>
HARCOURT GENERAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Specialty Retailing (Continued)
Revenues in the twenty-six weeks ended January 28, 1995 increased $64.2
million or 6.5% over revenues in the twenty-six weeks ended January 29, l994.
Comparable store sales increased 9.3% at Neiman Marcus stores and 4.8% at
Bergdorf Goodman over the previous year. NM Direct revenues increased 2.7% in
1995 compared to the same 1994 period.
Operating earnings increased 3.0% to $105.5 million as a result of higher
revenues and finance charge income, partially offset by increased promotion
and selling costs at the Neiman Marcus Division.
In connection with the pending sale of Contempo Casuals, NMG has recorded an
after-tax loss from discontinued operations of $11.4 million in its fiscal
third quarter ended April 29, 1995. Harcourt General will reflect this loss
from discontinued operations in its third quarter ending July 31, 1995.
Professional Services
Professional services revenues decreased $8.3 million compared to the same
period last year. The decrease was primarily due to lower volume in group and
executive outplacement programs.
Professional services operating earnings decreased $5.7 million in 1995
compared to the same six month period last year, primarily due to lower
revenues.
Investment Income
Investment income increased $16.1 million to $23.8 million compared to the
same six month period in 1994. The increase was due to a larger portfolio
balance as a result of the sale of the Company's insurance business and a
higher rate of return on portfolio assets.
Interest Expense
Interest expense increased $3.9 million to $46.8 million from the same period
last year due to higher rates and higher outstanding balances on NMG bank
borrowings.
Income Tax Expense
The Company's effective tax rate is estimated to be 34.0% in fiscal l995
compared to 38.2% in fiscal 1994. The decrease is primarily due to lower state
and foreign taxes, and the expected benefit from certain tax advantaged
investments.
7<PAGE>
HARCOURT GENERAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Quarter Ended April 30, 1995 Compared to Quarter Ended April 30, 1994
Publishing
Publishing revenues increased 6.0% to $153.5 million compared to the same
period last year. This increase was primarily due to higher revenues at STMP
publishing and the educational publishing group. The increase at the
educational publishing group was the result of strong elementary reading sales
and the additional revenues provided from Brown-ROA, an acquisition
consummated in last year's third quarter. STMP revenues increased in the 1995
second quarter mainly due to the timing of journal shipments at W. B. Saunders
and Academic Press and, to a lesser extent, price increases.
The publishing operating loss decreased by $2.3 million compared to the same
period last year. The operating loss was reduced because of higher revenues
at both the STMP and educational publishing groups, partially offset by
higher plate amortization costs and an increase in selling expenses.
Specialty Retailing
Specialty retailing results are reported with a lag of one quarter.
Accordingly, the operating results of NMG for the thirteen weeks ended January
28, 1995 are consolidated with the operating results of the Company for the
three months ended April 30, 1995.
Revenues in the thirteen weeks ended January 28, l995 increased 5.7% over
revenues in the thirteen weeks ended January 29, l994. The Neiman Marcus
Division and Bergdorf Goodman both recorded higher revenues in the 1995
quarter compared to 1994.
Operating earnings increased 2.3%, reflecting higher revenues and finance
charge income, partially offset by increased selling and promotion costs at
the Neiman Marcus Division.
Professional Services
Professional services revenues decreased $5.7 million to $31.4 million in the
1995 second quarter from $37.2 million in 1994. The decrease resulted
primarily from lower volume in group and executive outplacement programs.
Professional services operating earnings decreased $3.7 million compared to
the same period in the prior year, principally due to lower revenues.
Investment Income
Investment income increased $9.0 million to $12.6 million in 1995 compared to
the same 1994 quarter. The increase resulted from a larger portfolio balance
and a higher rate of return on portfolio assets.
Interest Expense
Interest expense increased $2.4 million compared to the same period last year
8<PAGE>
primarily due to higher interest rates and higher outstanding balances on bank
borrowings during the period at NMG.
HARCOURT GENERAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The following discussion analyzes liquidity and capital resources by
operating, investing and financing activities as presented in the Company's
condensed consolidated statement of cash flows.
Cash provided by operating activities for the six months ended April 30, l995
was $71.9 million. The publishing and professional services business segments
provided $37.8 million of cash from operations while NMG's operations provided
$34.1 million.
The most significant uses of working capital were decreases in accounts
payable of $35.0 million, accrued liabilities of $25.2 million and taxes
payable of $50.3 million. These uses of working capital were partially offset
by a $63.9 million increase in other current liabilities and a $9.9 million
decrease in accounts receivable.
Cash flows used by investing activities were $363.8 million. The Company's
investing activities included capital expenditures totaling $90.6 million.
Publishing capital expenditures in the six month period ended April 30, 1995
totaled $42.3 million and were related principally to expenditures for
prepublication costs. Capital expenditures in the publishing business are
expected to approximate $150.0 million in fiscal 1995. Specialty retailing
capital expenditures in the 1995 period totaled $41.1 million and were
primarily related to existing store renovations and the construction of three
new stores. Capital expenditures for NMG in fiscal 1995 are expected to
approximate $100.0 million.
The Company also purchased $273.2 million of short-term investments during the
six months ended April 30, 1995. These investments are highly liquid and
consist of high quality commercial paper, certificates of deposit, corporate
debt securities and U.S. Government securities.
Financing activities primarily reflect the payment of $23.9 million in
dividends and the purchase of approximately 5.4 million shares of the
Company's common stock for $220.0 million through a "Dutch Auction" tender
offer. NMG's financing activities primarily reflect additional borrowings of
$43.0 million under its revolving credit agreements. NMG also eliminated its
quarterly cash dividend on common stock beginning with its third quarter of
fiscal 1995. Elimination of this dividend will conserve approximately $7.6
million of NMG's cash annually. At April 30, 1995, the Company's consolidated
long-term liabilities totaled $1.1 billion. That amount includes
approximately $452.0 million of NMG long-term liabilities which are not
guaranteed by the Company.
On March 15, 1995, NMG sold all of its Neiman Marcus credit card receivables
through a subsidiary to a trust in exchange for certificates representing an
undivided interest in such receivables. Certificates representing an
9<PAGE>
undivided interest in $246.0 million of these receivables were sold to third
parties in a public offering of $225.0 million 7.60% Class A certificates and
$21.0 million 7.75% Class B certificates. NMG used the proceeds from this
offering to pay down existing debt. NMG's subsidiary will retain the
remaining undivided interest in the receivables not represented by the Class A
and Class B certificates. A portion of that interest is subordinated to the
Class A and Class B certificates. NMG will continue to service all
receivables for the trust.
10<PAGE>
HARCOURT GENERAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (Continued)
At April 30, 1995, the Company had the entire $400 million available under its
revolving credit agreement with thirteen banks. The Company's revolving
credit agreement expires in December 1999. On April 7, 1995, NMG replaced its
$300 million revolving credit facility and its six $25 million revolving
credit facilities with a five year, $500 million facility. At April 29, 1995,
NMG had $395 million available under this new credit facility.
The Company believes its cash on hand, cash generated from operations and its
current debt capacity will be sufficient to fund its planned capital growth as
well as its operating working capital and dividend requirements.
11<PAGE>
HARCOURT GENERAL, INC.
PART II
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on March 10, 1995. The
following matters were voted upon at the meeting:
1. Election of the following individuals as Class B Directors for a term
of three years:
William F. Connell Maurice Segal
For 68,602,244 For 68,600,108
Withheld 123,947 Withheld 126,083
Robert A. Smith Hugo Uyterhoeven
For 68,585,118 For 68,598,402
Withheld 141,073 Withheld 127,789
2. Election of the following individual as a Class C Director for a term
of one year to coincide with the terms of the other Class C
directors.
Brian J. Knez
For 68,581,173
Withheld 145,018
3. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the 1995 fiscal year.
For 68,610,652
Against 62,241
Abstain 53,298
Non-Voting 0
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
11.1 Computation of weighted average number of shares
outstanding used in determining primary and fully
diluted earnings per share.
27.1 Financial data schedule
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the
quarter ended April 30, 1995.
12<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 hereunto duly authorized.
HARCOURT GENERAL, INC.
Date: June 12, 1995 /s/ John R. Cook
John R. Cook
Senior Vice President and
Chief Financial Officer
Date: June 12, 1995 /s/ Stephen C. Richards
Stephen C. Richards
Vice President and Controller
Principal Accounting Officer
13<PAGE>
<TABLE>
EXHIBIT 11.1
HARCOURT GENERAL, INC.
Computation of the weighted average number of shares outstanding used in determining primary and fully
diluted earnings per share:
<CAPTION>
(In thousands) Six Months Three Months
Ended April 30, Ended April 30,
1995 1994 1995 1994
PRIMARY
<S> <C> <C> <C> <C>
1. Weighted average number of common
shares outstanding 77,255 77,726 76,598 77,850
2. Assumed conversion of Series A
Cumulative Convertible Stock 1,580 1,746 1,565 1,631
3. Assumed exercise of certain stock
options based on average market
value 306 357 316 323
4. Weighted average number of shares
used in primary per share
computations 79,141 79,829 78,479 79,804
FULLY DILUTED (A)
1. Weighted average number of common
shares outstanding 77,255 77,726 76,598 77,850
2. Assumed conversion of Series A
Cumulative Convertible Stock 1,580 1,746 1,565 1,631
3. Assumed exercise of all dilutive
options based on higher of
average or closing market value 322 361 350 324
4. Weighted average number of shares
used in fully diluted per share
computations 79,157 79,833 78,513 79,805
</TABLE>
(A) This calculation is submitted in accordance with Securities Exchange
Act of 1934 Release No. 9083 although not required by Footnote 2
to Paragraph 14 of APB Opinion No. 15 because it results in
dilution of less than 3%.
14<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Harcourt General
Article 5 of Regulation S-X
This schedule contains a summary of financial information extracted from the
Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of
Operations and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> APR-30-1995
<CASH> 318180
<SECURITIES> 273221
<RECEIVABLES> 597968
<ALLOWANCES> 29824
<INVENTORY> 469448
<CURRENT-ASSETS> 1782063
<PP&E> 854540
<DEPRECIATION> 320519
<TOTAL-ASSETS> 3014247
<CURRENT-LIABILITIES> 870704
<BONDS> 905570
<COMMON> 72559
0
1406
<OTHER-SE> 756867
<TOTAL-LIABILITY-AND-EQUITY> 3014247
<SALES> 1437786
<TOTAL-REVENUES> 1437786
<CGS> 900488
<TOTAL-COSTS> 1374845
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 16063
<INTEREST-EXPENSE> 46795
<INCOME-PRETAX> 39903
<INCOME-TAX> 13567
<INCOME-CONTINUING> 26336
<DISCONTINUED> (306)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26030
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
