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 July 31, 1995
Commission File Number 1-4925
HARCOURT GENERAL, INC.
(Exact of 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 September 8, 1995, the number of outstanding shares of each of the
issuer's classes of common stock was:
Class Shares Outstanding
Common Stock, $1 Par Value 52,020,984
Class B Stock, $1 Par Value 20,802,344<PAGE>
<PAGE>
HARCOURT GENERAL, INC.
I N D E X
Part I. Financial Information Page Number
Item 1. Condensed Consolidated Balance Sheets as of July 31, 1995
and October 31, 1994 1
Condensed Consolidated Statements of Earnings for the Nine
and Three Months Ended July 31, 1995 and 1994 2
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended July 31, 1995 and 1994 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 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit 11.1 13
Exhibit 27.1 14<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
(In thousands) July 31, October 31,
1995 1994
Assets
<S> <C> <C>
Current assets:
Cash and equivalents $ 194,700 $ 819,659
Short-term investments 297,847 -
Accounts receivable, net 452,794 578,575
Inventories 531,350 466,177
Deferred income taxes 90,501 90,501
Other current assets 59,121 66,096
Total current assets 1,626,313 2,021,008
Property and equipment, net 546,571 521,670
Other assets:
Prepublication costs, net 168,470 164,160
Intangible assets 451,454 422,566
Other 127,476 112,960
Total other assets 747,400 699,686
Total assets $2,920,284 $3,242,364
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable and current maturities of
long-term liabilities $ 13,135 $ 119,529
Accounts payable 272,642 273,098
Accrued liabilities 369,009 363,333
Taxes payable 54,219 71,209
Other current liabilities 72,442 47,835
Total current liabilities 781,447 875,004
Long-term liabilities:
Notes and debentures 823,956 915,464
Other long-term liabilities 215,181 207,877
Total long-term liabilities 1,039,137 1,123,341
Deferred income taxes 196,664 196,664
Shareholders' equity:
Preferred stock 1,246 1,453
Common stock 72,785 77,887
Paid-in capital 727,211 726,505
Cumulative translation adjustments (4,893) (4,710)
Retained earnings 106,687 246,220
Total shareholders' equity 903,036 1,047,355
Total liabilities and shareholders' equity $2,920,284 $3,242,364
See notes to condensed consolidated financial statements.
</TABLE>
1<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<CAPTION>
(In thousands except for per share amounts) Nine Months Three Months
Ended July 31, Ended July 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues $2,251,041 $2,107,946 $ 813,255 $742,173
Costs applicable to revenues 1,325,425 1,241,146 424,937 391,209
Selling, general and administrative
expenses 678,353 629,548 221,416 198,898
Corporate expenses 25,356 26,624 7,936 7,873
Operating earnings 221,907 210,628 158,966 144,193
Investment income 31,955 11,033 8,198 3,393
Interest expense (68,577) (64,119) (21,782) (21,254)
Earnings from continuing operations
before income taxes 185,285 157,542 145,382 126,332
Income taxes (62,997) (61,071) (49,430) (48,792)
Earnings from continuing operations 122,288 96,471 95,952 77,540
Earnings (loss) from discontinued
operations (11,727) 23,990 (11,421) 11,645
Net earnings $ 110,561 $ 120,461 $ 84,531 $ 89,185
Weighted average number of common
and common equivalent shares
outstanding 77,557 79,819 74,391 79,800
Earnings per common share
Earnings from continuing operations $ 1.58 $ 1.21 $ 1.29 $ .97
Earnings (loss) from discontinued
operations (.15) .30 (.15) .15
Net earnings $ 1.43 $ 1.51 $ 1.14 $ 1.12
Dividends per share:
Common Stock $ .48 $ .45 $ .16 $ .15
Class B Stock $ .432 $ .405 $ .144 $ .135
Series A Stock $ .5505 $ .5175 $ .1835 $ .1725
See notes to condensed consolidated financial statements.
</TABLE>
2<PAGE>
<TABLE>
HARCOURT GENERAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
(In thousands) Nine Months
Ended July 31,
1995 1994
Cash flows from operating activities:
<S> <C> <C>
Net earnings from continuing operations $122,288 $ 96,471
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Deferred income taxes - (45,345)
Depreciation and amortization 122,470 114,208
Discontinued operations 934 4,210
Other items (1,455) 11,463
Changes in assets and liabilities:
Accounts receivable (116,849) (131,076)
Inventories (64,981) (30,926)
Other current assets 7,713 2,207
Current liabilities (921) (13,659)
Net cash provided by operating activities 69,199 7,553
Cash flows from investing activities:
Capital expenditures (147,275) (137,481)
Purchase of short-term investments (297,847) -
Acquisitions (41,250) (25,384)
Other items 295 438
Net cash used by investing activities: (486,077) (162,427)
Cash flows from financing activities
Proceeds from borrowing 47,665 73,300
Repayment of debt (246,961) (19,769)
Repurchase of Common Stock (220,039) -
Proceeds from receivables securitization 245,965 -
Cash dividends paid (35,468) (34,814)
Equity transactions, net 757 (2,286)
Net cash provided (used) by financing activities (208,081) 16,431
Cash and equivalents:
Decrease during the period (624,959) (138,443)
Beginning balance 819,659 466,925
Ending balance $194,700 $328,482
Supplemental schedule of non cash item:
Tax settlements in discontinued operations $ 35,000
See notes to condensed consolidated financial statements.
</TABLE>
3<PAGE>
<TABLE>
HARCOURT GENERAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
<CAPTION>
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 July 31, 1995 condensed consolidated financial statements include the April 29, 1995
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
Discontinued operations consist of the following:
Nine Months Ended Three Months Ended
July 31, July 31,
(In thousands) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Loss from Contempo Casuals operations ($ 1,854) ($42,107) ($ 1,548) ($32,019)
Loss on disposal of Contempo Casuals (9,873) - (9,873) -
Insurance operations - 31,097 - 8,664
Tax settlements - 35,000 - 35,000
Net earnings (loss) from discontinued
($11,727) $23,990 ($11,421) $11,645
Discontinued Contempo operations
On June 30, 1995, NMG sold 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 condensed consolidated financial statements have been restated to reflect Contempo Casuals as
a discontinued operation.
The Contempo Casuals losses from operations recorded in the thirteen and thirty-nine week periods
ended April 29, 1995 are net of applicable income tax benefits of $1.1 million and $1.3 million,
respectively. The loss on disposal for these periods includes operating losses through the
closing date of $2.0 million, net of $1.5 million of applicable income tax benefits. The
remaining loss on disposal of $7.9 million is net of $5.6 million of applicable income tax
benefits. Revenues related to the discontinued Contempo Casuals operations were $47.9 million
and $174.3 million for the thirteen and the thirty-nine week periods ended April 29, 1995 and
$72.9 million and $243.6 million for the thirteen and thirty-nine week periods ended April 30,
1994. NMG's balance sheet as of April 29, 1995 included approximately $56.0 million of assets
and $43.0 million of liabilities related to Contempo.
</TABLE>
4<PAGE>
HARCOURT GENERAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. Discontinued Operations (continued)
Discontinued insurance operations
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 $111.1 million and $372.9 million for the three and nine
month periods ended July 31, 1994.
Tax settlements
During the quarter ended July 31, 1994, the Company recognized $35
million of tax benefits for various federal and state tax settlements
relating to the Company's soft drink bottling business, which was sold in
1989.
3. 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 the
Company. At April 29, 1995, NMG had $105 million outstanding under this
new agreement.
4. 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 undivided interests 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.
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.
5<PAGE>
<TABLE>
HARCOURT GENERAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
The following table illustrates revenues and operating earnings by business segment.
<CAPTION>
Nine Months Ended July 31, Three Months Ended July 31,
(In thousands) 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Publishing $ 687,516 $ 614,783 $365,530 $308,965
Specialty retailing 1,467,604 1,387,397 415,746 399,729
Professional services 95,921 105,766 31,979 33,479
Total revenues $2,251,041 $2,107,946 $813,255 $742,173
Operating earnings:
Publishing $ 101,659 $ 84,412 $133,848 $114,409
Specialty retailing 135,504 136,045 30,013 33,650
Professional services 10,100 16,795 3,041 4,007
Corporate expenses (25,356) (26,624) (7,936) (7,873)
Total operating earnings $ 221,907 $ 210,628 $158,966 $144,193
Nine Months Ended July 31, 1995 Compared To Nine Months Ended July 31, 1994
Publishing
Publishing revenues for the nine months ended July 31, 1995 increased 11.8% compared
with the nine months ended July 31, 1994. Higher revenues at both the educational
group and the scientific, technical, medical and professional (STMP) group were
partially offset by lower international sales. The increase at the educational group
resulted from strong reading and math sales in both adoption states and open
territories, while the STMP group benefited from higher revenues at Academic Press
and WB Saunders.
Publishing operating earnings increased 20.4% compared with the same period last
year. Higher earnings from the educational group were partially offset by slightly
lower earnings from the STMP group. The 1995 improvement in earnings for the
educational group was primarily due to strong reading and math revenues. The lower
earnings at the Company's STMP group resulted primarily from higher selling and
marketing expenses and higher production costs.
</TABLE>
6<PAGE>
HARCOURT GENERAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Specialty Retailing
Specialty retailing results are reported with a lag of one quarter so that
operating results of The Neiman Marcus Group, Inc. (NMG) for the nine months
ended April 29, 1995 are consolidated with the Company's operating results for
the nine months ended July 31, 1995.
On June 30, 1995, NMG sold certain assets and liabilities of its Contempo
Casuals subsidiary to The Wet Seal, Inc. The condensed consolidated financial
statements have been restated to reflect Contempo Casuals as a discontinued
operation.
Revenues in the thirty-nine weeks ended April 29, l995 increased 5.8% over
revenues in the thirty-nine weeks ended April 30, 1994. Revenues increased
$68.7 million at Neiman Marcus Stores and $10.0 million at Bergdorf Goodman,
while NM Direct revenues remained essentially flat compared to last year.
NMG's operating earnings decreased slightly to $135.5 million in the thirty-
nine week period ended April 29, 1995 compared to $136.0 million in 1994.
Higher earnings at both Neiman Marcus Stores and Bergdorf Goodman were more
than offset by a decline in earnings at NM Direct.
Professional Services
Professional services revenues decreased 9.3% to $95.9 million from $105.8
million in the same period last year. The decrease reflects lower volume in
both group and executive outplacement programs.
Operating earnings decreased $6.7 million to $10.1 million compared with the
same 1994 period. The decrease was primarily attributable to the lower sales
volume. Operating earnings continue to be affected by reduced demand for
outplacement services and a highly competitive marketplace.
Investment Income
Investment income increased $20.9 million to $32.0 million from the previous
year. The increase was due to a larger portfolio balance as a result of
proceeds from the sale of the Company's insurance business and a higher rate
of return on portfolio assets.
Interest Expense
Interest expense increased 7.0% to $68.6 million from $64.1 million in the
comparable period last year. The increase was primarily the result of higher
interest rates on NMG bank borrowings.
Income Tax Expense
The Company's effective tax rate is estimated to be 34.0% in fiscal 1995 and
was 38.2% in fiscal 1994. The decrease is primarily due to lower state and
foreign taxes.
7<PAGE>
HARCOURT GENERAL, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Quarter Ended July 31, 1995 Compared to Quarter Ended July 31, 1994
Publishing
Publishing revenues increased 18.3% for the three months ended July 31, 1995
compared to the same period a year ago. Significantly higher revenues at the
educational group and slightly higher sales at STMP were partially offset by
lower international sales. The improvement in educational group revenues was
primarily due to strong reading and math programs.
Operating earnings increased by 17.0% compared to the same quarter a year ago.
The improvement was caused primarily by higher sales volume in the educational
group, offset slightly by lower STMP and international earnings. STMP
earnings in the quarter were reduced because of delays in the publishing of a
number of books at both WB Saunders and Academic Press. These titles are
expected to be released in the fourth quarter.
Specialty Retailing
Results of NMG are reported with a lag of one quarter, so that NMG's operating
results for its quarter ended April 29, 1995 are consolidated with the
Company's operating results for the quarter ended July 31, 1995.
Revenues in the thirteen weeks ended April 29, l995 increased 4.0% over
revenues in the thirteen weeks ended April 30, 1994. Higher revenues at
Neiman Marcus Stores and Bergdorf Goodman were partially offset by lower
revenues at NM Direct.
Operating earnings decreased $3.6 million to $30.0 million in the thirteen
week period ended April 29, 1995 compared to $33.6 million in 1994. Higher
earnings at both Neiman Marcus Stores and Bergdorf Goodman were more than
offset by a decline in earnings at NM Direct. Operating earnings were also
affected by the $246 million securitization of NMG's credit card receivables,
which resulted in a $2.4 million reduction in finance charge income for the
thirteen week period ended April 29, 1995.
Professional Services
Professional services revenues decreased 4.5% to $32.0 million in the 1995
third quarter from $33.5 million in the 1994 third quarter. The decrease
resulted from lower volume in both group and executive outplacement programs.
Professional services operating earnings decreased $1.0 million to $3.0
million compared to the same period in the prior year. The decrease was
primarily due to the lower sales volume. Operating earnings continue to be
affected by reduced demand for outplacement services and a highly competitive
marketplace.
Investment Income
Investment income increased $4.8 million to $8.2 million compared with the
same quarter in the previous year. The increase resulted from a larger
portfolio balance as a result of the proceeds from the sale of the Company's
insurance business and a higher rate of return on portfolio assets.
8<PAGE>
Interest Expense
Interest expense increased 2.5% to $21.8 million compared to $21.3 million in
last year's third quarter. The increase resulted from higher interest rates
on NMG bank borrowings.
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 nine months ended July 31, l995
was $60.2 million. The publishing and professional services business segments
provided $21.2 million of cash from operations while NMG's operations provided
$39.0 million.
The most significant uses of working capital were increases in accounts
receivable of $116.8 million and inventories of $65.0 million, partially
offset by a decrease of $7.7 million in other current assets.
The Company's capital expenditures totaled $147.3 million in the nine months
ended July 31, 1995. Publishing capital expenditures were $83.0 million and
related principally to expenditures for prepublication costs. Capital
expenditures in the publishing business are expected to approximate $135.0
million in fiscal 1995. Specialty retailing capital expenditures in the 1995
period totaled $61.3 million and primarily related to existing store
renovations and the construction of three new stores. Capital expenditures
for NMG in fiscal 1995 are expected to approximate $95.0 million.
The Company also purchased $297.8 million of short-term investments during the
nine months ended July 31, 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 $35.5 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 reflect additional borrowings of $47.7
million under its revolving credit agreements and a securitization of its
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.
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 July 31, 1995, the Company's consolidated long-term liabilities totaled
$1.0 billion. That amount includes approximately $277.0 million of NMG long-
term liabilities which are not guaranteed by the Company.
9<PAGE>
HARCOURT GENERAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (Continued)
At July 31, 1995, the Company had available the entire $400 million under its
revolving credit agreement with thirteen banks. The Company's revolving
credit agreement expires in December 1999. In April 1995, NMG replaced its
$300 million revolving credit facility and its six $25 million revolving
credit facilities with a five year, $500 million revolving credit facility
which expires in April, 2000. At July 31, 1995, NMG had $430 million
available under this 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.
10<PAGE>
PART II
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 July 31, 1995.
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 hereunto duly authorized.
HARCOURT GENERAL, INC.
Date: September 12, 1995
_________________________________________
John R. Cook
Senior Vice President and
Chief Financial Officer
Date: September 12, 1995
_________________________________________
Stephen C. Richards
Vice President and Controller
Principal Accounting Officer
12<PAGE>
<TABLE>
EXHIBIT 11.1
HARCOURT GENERAL, INC. AND SUBSIDIARIES
Computation of weighted average number of shares outstanding used in determining primary and fully
diluted earnings per share:
<CAPTION>
(In thousands) Nine Months Three Months
Ended July 31, Ended July 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
PRIMARY
1. Weighted average number of common
shares outstanding 75,737 77,774 72,702 77,872
2. Assumed conversion of Series A
Cumulative Convertible Stock 1,526 1,702 1,417 1,614
3. Assumed exercise of certain stock
options based on average market
value 294 343 272 314
4. Weighted average number of shares
used in primary per share
computations 77,557 79,819 74,391 79,800
FULLY DILUTED (A)
1. Weighted average number of common
shares outstanding 75,737 77,774 72,702 77,872
2. Assumed conversion of Series A
Cumulative Convertible Stock 1,526 1,702 1,417 1,614
3. Assumed exercise of all dilutive
options based on higher of
average or closing market value 312 345 291 315
4. Weighted average number of shares
used in fully diluted per share
computations 77,575 79,821 74,410 79,801
(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%.
</TABLE>
13<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains a summary field 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> 9-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> JUL-31-1995
<CASH> 194700
<SECURITIES> 297847
<RECEIVABLES> 474502
<ALLOWANCES> 21708
<INVENTORY> 531350
<CURRENT-ASSETS> 1626313
<PP&E> 878679
<DEPRECIATION> 332108
<TOTAL-ASSETS> 2920284
<CURRENT-LIABILITIES> 781447
<BONDS> 823956
<COMMON> 72785
0
1246
<OTHER-SE> 829005
<TOTAL-LIABILITY-AND-EQUITY> 2920284
<SALES> 2251041
<TOTAL-REVENUES> 2251041
<CGS> 1325425
<TOTAL-COSTS> 2029134
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 22552
<INTEREST-EXPENSE> 68577
<INCOME-PRETAX> 185285
<INCOME-TAX> 62997
<INCOME-CONTINUING> 122288
<DISCONTINUED> (11727)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 110561
<EPS-PRIMARY> 1.43
<EPS-DILUTED> 1.43
</TABLE>
