<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 30, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------------ ----------------
FOR THE THREE MONTHS ENDED JULY 30, 1997 COMMISSION FILE NUMBER 1-3385
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 412-456-5700
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 requirements for the past 90 days. Yes X No
--- ---
The number of shares of the Registrant's Common Stock, par value $.25 per
share, outstanding as of August 29, 1997,was 367,183,066 shares.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 30, 1997 July 31, 1996
------------- -------------
FY 1998 FY 1997
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales............................................... $2,233,270 $2,208,760
Cost of products sold............................... 1,408,203 1,413,121
---------- ----------
Gross profit........................................ 825,067 795,639
Selling, general and administrative expenses........ 357,850 447,363
---------- ----------
Operating income.................................... 467,217 348,276
Interest income..................................... 7,906 10,430
Interest expense.................................... 63,311 65,844
Other expense, net.................................. 6,498 7,894
---------- ----------
Income before income taxes.......................... 405,314 284,968
Provision for income taxes.......................... 162,013 105,438
---------- ----------
Net income.......................................... $ 243,301 $ 179,530
========== ==========
Net income per share................................ $ .65 $ .48
========== ==========
Cash dividends per share............................ $ .29 $ .26 1/2
========== ==========
Average shares for earnings per share............... 374,325 376,578
========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 30, 1997 April 30, 1997*
------------- ---------------
FY 1998 FY 1997
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents........................ $ 168,091 $ 156,986
Short-term investments, at cost which
approximates market.............................. 29,972 31,451
Receivables, net................................. 1,010,079 1,118,874
Inventories...................................... 1,405,848 1,432,511
Prepaid expenses and other current assets........ 254,231 273,284
---------- ----------
Total current assets........................... 2,868,221 3,013,106
---------- ----------
Property, plant and equipment.................... 4,122,000 4,380,598
Less accumulated depreciation.................... 1,782,425 1,901,378
---------- ----------
Total property, plant and equipment, net....... 2,339,575 2,479,220
---------- ----------
Goodwill, net.................................... 1,795,275 1,803,552
Other intangibles, net........................... 625,847 627,096
Other non-current assets......................... 516,012 514,813
---------- ----------
Total other non-current assets................. 2,937,134 2,945,461
---------- ----------
Total assets................................... $8,144,930 $8,437,787
========== ==========
</TABLE>
*Summarized from audited fiscal year 1997 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------
3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 30, 1997 April 30, 1997*
------------- ---------------
FY 1998 FY 1997
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities:
Short-term debt.................................. $ 461,772 $ 589,893
Portion of long-term debt due within one year.... 576,025 573,549
Accounts payable................................. 827,878 865,154
Salaries and wages............................... 69,812 64,836
Accrued marketing................................ 175,036 164,354
Accrued restructuring costs...................... 179,751 210,804
Other accrued liabilities........................ 329,627 315,662
Income taxes..................................... 187,627 96,163
---------- ----------
Total current liabilities...................... 2,807,528 2,880,415
---------- ----------
Long-term debt................................... 2,094,148 2,283,993
Deferred income taxes............................ 240,253 265,409
Non-pension postretirement benefits.............. 208,349 211,500
Other liabilities................................ 357,830 356,049
---------- ----------
Total long-term debt and other liabilities..... 2,900,580 3,116,951
---------- ----------
Shareholders' Equity:
Capital stock.................................... 108,006 108,015
Additional capital............................... 177,450 175,811
Retained earnings................................ 4,177,665 4,041,285
Cumulative translation adjustments............... (271,048) (210,864)
---------- ----------
4,192,073 4,114,247
Less:
Treasury stock at cost (63,812,393 shares at
July 30, 1997 and 63,912,463 shares at April 30,
1997)........................................... 1,711,969 1,629,501
Unfunded pension obligation..................... 26,941 26,962
Unearned compensation relating to the ESOP...... 16,341 17,363
---------- ----------
Total shareholders' equity..................... 2,436,822 2,440,421
---------- ----------
Total liabilities and shareholders' equity..... $8,144,930 $8,437,787
========== ==========
</TABLE>
*Summarized from audited fiscal year 1997 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------
4
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 30, 1997 July 31, 1996
------------- -------------
FY 1998 FY 1997
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities.............. $ 188,376 $ 104,473
--------- ---------
Cash Flows from Investing Activities:
Capital expenditures............................. (88,133) (94,599)
Acquisitions, net of cash acquired............... (93,825) (41,750)
Proceeds from sale of Ore-Ida frozen foodservice
foods business................................... 490,739 --
Purchases of short-term investments.............. (230,955) (232,137)
Sales and maturities of short-term investments... 222,386 240,864
Other items, net................................. (1,766) 14,932
--------- ---------
Cash provided by (used for) investing
activities..................................... 298,446 (112,690)
--------- ---------
Cash Flows from Financing Activities:
Payments on long-term debt....................... (3,194) (9,183)
(Payments on) proceeds from short-term debt, net. (302,802) 228,726
Dividends........................................ (106,921) (97,412)
Purchases of treasury stock...................... (168,245) (116,546)
Exercise of stock options........................ 81,940 40,614
Other items, net................................. 13,803 15,841
--------- ---------
Cash (used for) provided by financing
activities..................................... (485,419) 62,040
--------- ---------
Effect of exchange rate changes on cash and cash
equivalents........................................ 9,702 1,422
--------- ---------
Net increase in cash and cash equivalents.......... 11,105 55,245
Cash and cash equivalents at beginning of year..... 156,986 90,064
--------- ---------
Cash and cash equivalents at end of period......... $ 168,091 $ 145,309
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------
5
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) The Management's Discussion and Analysis of Financial Condition and
Results of Operations which follows these notes contains additional
information on the results of operations and the financial position of the
company. Those comments should be read in conjunction with these notes.
The company's annual report on Form 10-K for the fiscal year ended April
30, 1997 includes additional information about the company, its
operations, and its financial position, and should be read in conjunction
with this quarterly report on Form 10-Q.
(2) The results for the interim periods are not necessarily indicative of the
results to be expected for the full fiscal year due to the seasonal nature
of the company's business. Certain prior year amounts have been
reclassified in order to conform with the fiscal 1998 presentation.
(3) In the opinion of management, all adjustments, which are of a normal and
recurring nature, necessary for a fair statement of the results of
operations of these interim periods have been included.
(4) The composition of inventories at the balance sheet dates was as follows:
<TABLE>
<CAPTION>
July 30, 1997 April 30, 1997
------------- --------------
(Thousands of Dollars)
<S> <C> <C>
Finished goods and work-in-process........... $1,039,160 $1,040,104
Packaging material and ingredients........... 366,688 392,407
---------- ----------
$1,405,848 $1,432,511
========== ==========
</TABLE>
(5) The provision for income taxes consists of provisions for federal, state,
U.S. possessions and foreign income taxes. The company operates in an
international environment with significant operations in various locations
outside the United States. Accordingly, the consolidated income tax rate
is a composite rate reflecting the earnings in the various locations and
the applicable tax rates.
(6) On June 30, 1997, the company completed the sale of its Ore-Ida frozen
foodservice foods business to McCain Foods Limited of New Brunswick,
Canada. The transaction resulted in a pretax gain of approximately $96.6
million ($0.14 per share), and was recorded as an offset to selling,
general and administrative expenses. The transaction included the sale of
the company's Ore-Ida appetizer, pasta and potato foodservice business and
five of the Ore-Ida plants that manufacture the products. The Ore-Ida
frozen foodservice foods business contributed approximately $525 million
in net sales for fiscal 1997. This sale was an essential part of Project
Millennia as it will allow the company to focus its efforts on the Ore-Ida
retail frozen potato and pasta business, and on the frozen retail snacks
business. The sale is not expected to have an adverse impact on the
company's results of operations.
(7) On June 30, 1997, the company acquired John West Foods Limited from
Unilever. John West Foods Limited, with annual sales of more than $250
million, is the leading brand of canned tuna and fish in the United
Kingdom. Based in Liverpool, John West Foods Limited sells its canned fish
products throughout Continental Europe and in a number of other
international markets. (John West operations in Australia, New Zealand and
South Africa were not included in the transaction.)
On July 21, 1997, the company announced that it had acquired a majority
interest in a joint venture with Tiger Oats Limited of Johannesburg, South
Africa. The new company will be known as Pet Products (Pty) Limited with its
headquarters in Cape Town. Pet Products will manufacture and market pet food
brands formerly owned exclusively by Tiger Oats. These brands include
Dogmor, Husky, Pamper and Catmor.
During the quarter the company also made other acquisitions, primarily in
Australasia.
6
<PAGE>
All of the above acquisitions have been accounted for as purchases and,
accordingly, the respective purchase prices have been allocated on a
preliminary basis to the respective assets and liabilities based on their
estimated fair values as of the dates of the acquisitions. Operating
results of these acquisitions have been included in the Consolidated
Statement of Income from the dates of the acquisitions.
On August 28, 1997, the company acquired a majority interest in one of
Poland's leading food processors, Pudliszki S.A. Pudliszki is the largest
ketchup producer in Poland and also markets tomato concentrate, canned
vegetables and cooking sauces.
Pro forma results of the company, assuming all of the above transactions
had been made at the beginning of each period presented, would not be
materially different from the results reported.
(8) The company's $2.30 billion credit agreement, which expires in September
2001, supports its domestic commercial paper program. At July 30, 1997, the
company had $1.16 billion of domestic commercial paper outstanding, all of
which has been classified as long-term debt due to the long-term nature of
the credit agreement. As of April 30, 1997, the company had $1.35 billion
of domestic commercial paper outstanding and classified as long-term debt.
(9) On September 10, 1997, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.31 1/2 per share
from $0.29 per share, for an indicated annual rate of $1.26 per share. The
dividend will be paid on October 10, 1997 to shareholders of record at the
close of business on September 23, 1997.
(10) On September 10, 1997, the company's board of directors authorized the
repurchase of up to an additional 10 million shares of its common stock,
par value $0.25 per share. This is in addition to the current repurchase
program which was announced on July 10, 1996. Of that authorization, 6.3
million shares remain.
(11) In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share,"
effective for financial statements issued for periods ending after
December 15, 1997. The new standard specifies the computation,
presentation and disclosure requirements for earnings per share for
entities with publicly held common stock. Since early adoption of the
standard is prohibited, pro forma earnings per share amounts computed
using the new standard are presented below.
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
July 30, 1997 July 31, 1996
------------- -------------
<S> <C> <C>
As presented.................................... $0.65 $0.48
Pro forma:
Basic earnings per share...................... $0.66 $0.49
Diluted earnings per share.................... $0.65 $0.48
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THREE MONTHS ENDED JULY 30, 1997 AND JULY 31, 1996
H. J. Heinz Company announced its largest-ever reorganization plan in the
fourth quarter of fiscal 1997. This reorganization and restructuring program
("Project Millennia") is designed to strengthen the company's six core
businesses and improve the company's profitability and global growth.
On June 30, 1997, the company completed the sale of its Ore-Ida frozen
foodservice foods business to McCain Foods Limited. The transaction resulted
in a pretax gain of approximately $96.6 million ($0.14 per share), and was
recorded as an offset to selling, general and administrative expenses. This
sale was an essential part of Project Millennia as it will allow the company
to focus its efforts on the Ore-Ida retail frozen potato and pasta business,
and on the frozen retail snacks business. In addition, the company has
announced the closure or sale of 19 plants worldwide, with another half dozen
to come. Also during the first quarter, the company incurred non-recurring
costs related to the ongoing implementation of Project Millennia, $11.5
million pretax ($0.02 per share).
The company anticipates that non-recurring costs related to the
implementation of Project Millennia during the fiscal year will be more than
offset on an after-tax basis by the gain from the sale of the Ore-Ida frozen
foodservice foods business.
RESULTS OF OPERATIONS
For the three months ended July 30, 1997, sales increased $24.5 million, or
1.1%, to $2,233.3 million from $2,208.8 million recorded in the same period a
year ago. The sales increase came primarily from the impact of acquisitions of
2.9%, favorable pricing of 2.5% and volume gains of 1.2%; partially offset by
the unfavorable effect of foreign exchange translation rates of 1.4% and
divestitures of 4.1%. Domestic operations provided approximately 54% of
consolidated net sales in the first quarter of 1998, compared to approximately
56% in the first quarter of 1997.
Price increases were realized in Heinz ketchup, tuna, pet food and infant
food.
Volume increases were recorded in retail frozen potatoes, bakery products
and soups; partially offset by volume declines in frozen entrees.
Acquisitions impacting the quarter-to-quarter sales dollar comparison
included John West Foods Limited in Europe, substantially all of the pet food
businesses of Martin Feed Mills Limited in Canada, the canned beans and pasta
business of Nestle Canada, Inc., and other acquisitions primarily in
Australasia. The sales impact of these acquisitions was more than offset by
divestitures, primarily the Ore-Ida frozen foodservice foods business and the
New Zealand ice cream business.
Gross profit increased $29.4 million to $825.1 million from $795.6 million a
year ago. The ratio of gross profit to sales increased to 36.9% from 36.0%.
The current year's gross profit and gross profit ratio were favorably impacted
by domestic price increases and reduced trade allowances which resulted from
the discontinuance of inefficient end-of-quarter trade promotions, and a
favorable profit mix.
Operating income increased $118.9 million to $467.2 million from $348.3
million a year ago. Excluding the impact of the gain on the sale of the Ore-
Ida frozen foodservice foods business and non-recurring costs related to the
ongoing implementation of Project Millennia, operating income would have
increased $33.9 million to $382.2 million. The increase in operating income,
excluding the effects of these non-recurring items, is primarily due to the
increase in gross profit. An increase in marketing expense was offset by a
decrease in general and administrative expense.
Net interest expense remained unchanged at $55.4 million compared to the
same quarter a year ago as the impact of lower borrowings was offset by higher
average interest rates.
The effective tax rate for the first quarter of 1998 was 40.0% compared to
37.0% for the same period last year. The increase in the effective tax rate
for the current quarter reflects a significantly higher tax
8
<PAGE>
rate associated with the sale of the Ore-Ida frozen foodservice foods
business. Excluding the foodservice sale, the effective tax rate in the first
quarter was 38.4%, higher than the company's expected rate for fiscal 1998 of
37.0% to 37.5%. In the second quarter, the company expects to recognize the
benefit of recent tax legislation in the United Kingdom, which along with an
anticipated reduction in the Italian income tax rate, should bring the
effective tax rate to 37.0% to 37.5%.
Net income increased $63.8 million to $243.3 million from $179.5 million for
the same period last year. Excluding the impact of the gain on the sale of the
Ore-Ida frozen foodservice foods business and non-recurring costs related to
the ongoing implementation of Project Millennia, net income would have
increased $17.8 million, or 9.9%, to $197.3 million.
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $188.4 million for the three
month period ended July 30, 1997 compared to $104.5 million last year.
Cash provided by investing activities totaled $298.4 million compared to
requiring $112.7 million last year. Cash provided by divestitures in the
current quarter totaled $490.7 million, due to the sale of the Ore-Ida frozen
foodservice foods business. Acquisitions in the current period required $93.8
million, due mainly to the purchase of John West Limited in Europe, a majority
interest in a pet food joint venture with Tiger Oats Limited of Johannesburg,
South Africa and other acquisitions, primarily in Australasia. Acquisitions in
the prior year's first quarter required $41.8 million, due primarily to the
purchase of Southern Country Foods Ltd. in Australia.
In the current quarter, $485.4 million was applied to financing activities,
while financing activities provided $62.0 million in the same period a year
ago. During the current quarter, the company reduced short-term debt by making
net repayments of $302.8 million compared to incurring net borrowings of
short-term debt of $228.7 million. Share repurchases totaled $168.2 million
(3.7 million shares) versus $116.5 million (3.6 million shares) in the prior
year's first quarter. Dividend payments totaled $106.9 million compared to
$97.4 million a year ago. Cash provided from stock options exercised totaled
$81.9 million compared to $40.6 million in the same period a year ago.
The company's $2.30 billion credit agreement, which expires in September
2001, supports its domestic commercial paper program. At July 30, 1997, the
company had $1.16 billion of domestic commercial paper outstanding, all of
which has been classified as long-term debt due to the long-term nature of the
credit agreement. As of April 30, 1997, the company had $1.35 billion of
domestic commercial paper outstanding and classified as long-term debt. The
company continues to evaluate long-term financing vehicles in order to reduce
short-term variable interest rate debt.
On September 10, 1997, the company's board of directors raised the quarterly
dividend on the company's common stock to $0.31 1/2 per share from $0.29 per
share, for an indicated annual rate of $1.26 per share. The dividend will be
paid on October 10, 1997 to shareholders of record at the close of business on
September 23, 1997.
On September 10, 1997, the company's board of directors authorized the
repurchase of up to an additional 10 million shares of its common stock, par
value $0.25 per share. This is in addition to the current repurchase program
which was announced on July 10, 1996. Of that authorization, 6.3 million
shares remain. The company expects over the next 12 months to purchase 10
million to 12 million shares, or approximately 3% of the outstanding shares.
The company's financial position continues to remain strong, enabling it to
meet cash requirements for operations, capital expansion programs and
dividends to shareholders.
OTHER MATTERS
On August 28, 1997, the company acquired a majority interest in one of
Poland's leading food processors, Pudliszki S.A. Pudliszki is the largest
ketchup producer in Poland and also markets tomato concentrate, canned
vegetables and cooking sauces.
9
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
With respect to the antitrust litigation against the company and its two
principal competitors in the United States baby food industry which was
previously reported in the company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1997, on July 25, 1997, the United States District Court
in Newark, New Jersey granted summary judgment in favor of the company and the
other baby food companies and entered an order dismissing the complaint with
prejudice. On August 22, 1997, the plaintiff filed a notice of appeal to the
District Court's decision with the United States Court of Appeals for the
Third Circuit. The appeals process is expected to take several months. The
state court actions in Alabama and California were not affected.
ITEM 2. CHANGES IN SECURITIES
Nothing to report under this item.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Nothing to report under this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report under this item.
ITEM 5. OTHER INFORMATION
See Note 7 to the Condensed Consolidated Financial Statements in Part I--
Item 1 of this Quarterly Report on Form 10-Q and "Other Matters" in Part I--
Item 2 of this Quarterly Report on Form 10-Q.
This report contains certain forward-looking statements which are based on
management's current views and assumptions regarding future events and
financial performance. Reference should be made to the section "Forward-
Looking Statements" in Item 1 of the registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1997 for a description of the important
factors that could cause actual results to differ materially from those
discussed herein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be furnished by Item 601 of Regulation S-K are
listed below and are filed as part hereof. The Registrant has omitted
certain exhibits in accordance with Item 601(b)(4)(iii)(A) of Regulation S-
K. The Registrant agrees to furnish such documents to the Commission upon
request. Documents not designated as being incorporated herein by reference
are filed herewith. The paragraph numbers correspond to the exhibit numbers
designated in Item 601 of Regulation S-K.
11.Computation of net income per share.
27.Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended July 30, 1997.
10
<PAGE>
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.
H. J. HEINZ COMPANY
(Registrant)
Date: September 12, 1997 /s/ Paul F. Renne
By...................................
Paul F. Renne
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: September 12, 1997 /s/ Edward J. McMenamin
By...................................
Edward J. McMenamin
Vice President and Corporate
Controller
(Principal Accounting Officer)
11
<PAGE>
EXHIBIT 11
H. J. Heinz Company and Subsidiaries
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------
July 30, July 31,
1997 1996
---- ----
FY 1998 FY 1997
<S> <C> <C>
Primary income per share:
Net income............................................... $ 243,301 $ 179,530
Preferred dividends...................................... 10 11
--------- ---------
Net income applicable to common stock.................... $ 243,291 $ 179,519
========= =========
Average common shares outstanding and common stock
equivalents............................................. 374,325 376,578
========= =========
Net income per share--primary............................ $ .65 $ .48
========= =========
Fully diluted income per share:
Net income............................................... $ 243,301 $ 179,530
========= =========
Average common shares outstanding and common stock
equivalents............................................. 374,325 376,578
Additional common shares assuming:
Conversion of $1.70 third cumulative preferred stock.... 319 359
Additional common shares assuming options were exercised
at the period-end market price......................... 758 548
--------- ---------
Average common shares outstanding and common stock
equivalents............................................. 375,402 377,485
========= =========
Net income per share--fully diluted..................... $ .65 $ .48
========= =========
</TABLE>
All amounts in thousands except per share amounts.
------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JULY 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-29-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUL-30-1997
<EXCHANGE-RATE> 1
<CASH> 168,091
<SECURITIES> 29,972
<RECEIVABLES> 1,010,079
<ALLOWANCES> 0
<INVENTORY> 1,405,848
<CURRENT-ASSETS> 2,868,221
<PP&E> 4,122,000
<DEPRECIATION> 1,782,425
<TOTAL-ASSETS> 8,144,930
<CURRENT-LIABILITIES> 2,807,528
<BONDS> 2,094,148
0
232
<COMMON> 107,774
<OTHER-SE> 2,328,816
<TOTAL-LIABILITY-AND-EQUITY> 8,144,930
<SALES> 2,233,270
<TOTAL-REVENUES> 2,233,270
<CGS> 1,408,203
<TOTAL-COSTS> 1,408,203
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63,311
<INCOME-PRETAX> 405,314
<INCOME-TAX> 162,013
<INCOME-CONTINUING> 243,301
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 243,301
<EPS-PRIMARY> .65
<EPS-DILUTED> .65
</TABLE>
