<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 29, 1998
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 29, 1998 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, 15219
PENNSYLVANIA (Zip Code)
(Address of Principal Executive
Offices)
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 31, 1998 was 367,313,777 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 29, 1998 July 30, 1997
------------- -------------
FY 1999 FY 1998
(Unaudited)
(In Thousands, Except
per Share Amounts)
<S> <C> <C>
Sales............................................... $2,228,230 $2,233,270
Cost of products sold............................... 1,359,777 1,408,203
---------- ----------
Gross profit........................................ 868,453 825,067
Selling, general and administrative expenses........ 460,354 357,850
---------- ----------
Operating income.................................... 408,099 467,217
Interest income..................................... 7,585 7,906
Interest expense.................................... 64,043 63,311
Other expense, net.................................. 17,619 6,498
---------- ----------
Income before income taxes.......................... 334,022 405,314
Provision for income taxes.......................... 120,235 162,013
---------- ----------
Net income.......................................... $ 213,787 $ 243,301
========== ==========
Net income per share--diluted....................... $ 0.58 $ 0.65
========== ==========
Average common shares outstanding--diluted.......... 369,398 374,644
========== ==========
Net income per share--basic......................... $ 0.59 $ 0.66
========== ==========
Average common shares outstanding--basic............ 362,400 367,420
========== ==========
Cash dividends per share............................ $ 0.315 $ 0.29
========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
------------
2
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 29, 1998 April 29, 1998
------------- --------------
FY 1999 FY 1998
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents......................... $ 137,378 $ 96,300
Short-term investments, at cost which approximates
market............................................ 6,556 3,098
Receivables, net.................................. 1,012,534 1,071,837
Inventories....................................... 1,338,621 1,328,843
Prepaid expenses and other current assets......... 223,017 186,441
---------- ----------
Total current assets............................ 2,718,106 2,686,519
---------- ----------
Property, plant and equipment..................... 4,066,445 4,068,123
Less accumulated depreciation..................... 1,704,085 1,673,461
---------- ----------
Total property, plant and equipment, net........ 2,362,360 2,394,662
---------- ----------
Goodwill, net..................................... 1,778,458 1,764,574
Trademarks, net................................... 538,816 416,918
Other intangibles, net............................ 192,580 194,560
Other non-current assets.......................... 552,475 566,188
---------- ----------
Total other non-current assets.................. 3,062,329 2,942,240
---------- ----------
Total assets.................................... $8,142,795 $8,023,421
========== ==========
</TABLE>
*Summarized from audited fiscal year 1998 balance sheet.
See Notes to Condensed Consolidated Financial Statements.
------------
3
<PAGE>
H. J. HEINZ COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 29, 1998 April 29, 1998
------------- --------------
FY 1999 FY 1998
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities:
Short-term debt................................... $ 283,955 $ 301,028
Portion of long-term debt due within one year..... 19,965 38,598
Accounts payable.................................. 810,729 978,365
Salaries and wages................................ 70,713 66,473
Accrued marketing................................. 194,170 163,405
Accrued restructuring costs....................... 75,485 94,400
Other accrued liabilities......................... 250,981 360,608
Income taxes...................................... 232,965 161,396
---------- ----------
Total current liabilities....................... 1,938,963 2,164,273
---------- ----------
Long-term debt.................................... 3,187,421 2,768,277
Deferred income taxes............................. 292,585 291,161
Non-pension postretirement benefits............... 207,019 209,642
Other liabilities................................. 360,097 373,552
---------- ----------
Total long-term debt and other liabilities...... 4,047,122 3,642,632
---------- ----------
Shareholders' Equity:
Capital stock..................................... 107,958 107,973
Additional capital................................ 260,422 252,773
Retained earnings................................. 4,490,038 4,390,248
---------- ----------
4,858,418 4,750,994
Less:
Treasury stock at cost (69,080,360 shares at July
29, 1998 and
67,678,632 shares at April 29, 1998)............. 2,211,747 2,103,979
Unearned compensation relating to the ESOP....... 14,078 14,822
Accumulated other comprehensive income........... 475,883 415,677
---------- ----------
Total shareholders' equity...................... 2,156,710 2,216,516
---------- ----------
Total liabilities and shareholders' equity...... $8,142,795 $8,023,421
========== ==========
</TABLE>
*Summarized from audited fiscal year 1998 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 29, 1998 July 30, 1997
------------- -------------
FY 1999 FY 1998
(Unaudited)
(Thousands of Dollars)
<S> <C> <C>
Cash Provided by Operating Activities.............. $ 75,280 $ 188,376
-------- ---------
Cash Flows from Investing Activities:
Capital expenditures............................. (65,438) (88,133)
Acquisitions, net of cash acquired............... (160,297) (93,825)
Proceeds from sale of Ore-Ida frozen foodservice
foods business.................................. -- 490,739
Purchases of short-term investments.............. (175,073) (230,955)
Sales and maturities of short-term investments... 175,096 222,386
Other items, net................................. 3,251 (1,766)
-------- ---------
Cash (used for) provided by investing
activities.................................... (222,461) 298,446
-------- ---------
Cash Flows from Financing Activities:
Payments on long-term debt....................... (40,975) (3,194)
Proceeds from (payments on) commercial paper and
short-term borrowings, net...................... 184,190 (302,802)
Proceeds from long-term debt..................... 254,808 --
Dividends........................................ (113,997) (106,921)
Purchases of treasury stock...................... (134,011) (168,245)
Exercise of stock options........................ 27,178 81,940
Other items, net................................. 16,568 13,803
-------- ---------
Cash provided by (used for) financing
activities.................................... 193,761 (485,419)
-------- ---------
Effect of exchange rate changes on cash and cash
equivalents....................................... (5,502) 9,702
-------- ---------
Net increase in cash and cash equivalents.......... 41,078 11,105
Cash and cash equivalents at beginning of year..... 96,300 156,986
-------- ---------
Cash and cash equivalents at end of period......... $137,378 $ 168,091
======== =========
</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
29, 1998 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 1999 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 29, 1998 April 29, 1998
------------- --------------
(Thousands of Dollars)
<S> <C> <C>
Finished goods and work-in-process............. $ 980,843 $ 988,322
Packaging material and ingredients............. 357,778 340,521
---------- ----------
$1,338,621 $1,328,843
========== ==========
</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 1, 1998, the company acquired the Vidalia O's frozen onion rings
brand from Vidalia Frozen Foods, Inc. to complement the company's Ore-Ida
frozen vegetable lines.
On June 26, 1998, the company acquired the Eta brand of dressings
(mayonnaise, salad dressings) and peanut butter from Griffins Foods Limited
of Auckland, New Zealand.
On July 6, 1998, the company acquired the College Inn brand of canned broth
from Nabisco Inc. College Inn broths, which include chicken, beef and
garden vegetable varieties, have strong brand equity throughout the Eastern
and Midwestern United States.
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.
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.
6
<PAGE>
(7) The company's $2.30 billion credit agreement, which expires in September
2001, supports its domestic commercial paper program. At July 29, 1998,
the company had $1.53 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 29, 1998, the company had
$1.34 billion of domestic commercial paper outstanding and classified as
long-term debt.
On July 15, 1998, the company, under its current shelf registration
statement, issued $250 million of 6.375% debentures due 2028. The proceeds
were used to repay domestic commercial paper.
(8) On September 8, 1998, the company's board of directors raised the
quarterly dividend on the company's common stock to $0.34 1/4 per share
from $0.31 1/2 per share, for an indicated annual rate of $1.37 per share.
The dividend will be paid on October 10, 1998 to shareholders of record at
the close of business on September 21, 1998.
(9) In the third quarter of fiscal 1998, the company adopted Statement of
Financial Accounting Standard ("SFAS") No. 128, "Earnings per Share" which
requires the disclosure of both diluted and basic earnings per share. The
following table sets forth the computation of basic and diluted earnings
per share in accordance with the provisions of SFAS No. 128. Previously
reported earnings per share amounts have been restated, as necessary, to
conform to SFAS No. 128 requirements.
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 29, 1998 July 30, 1997
------------- -------------
<S> <C> <C>
FY 1999 FY 1998
(In Thousands, Except
per Share Amounts)
Net income per share--basic:
Net income.................................... $213,787 $243,301
Preferred dividends........................... 8 10
-------- --------
Net income applicable to common stock......... $213,779 $243,291
======== ========
Average common shares outstanding--basic...... 362,400 367,420
======== ========
Net income per share--basic................... $ 0.59 $ 0.66
======== ========
Net income per share--diluted:
Net income.................................... $213,787 $243,301
======== ========
Average common shares outstanding............. 362,400 367,420
Effect of dilutive securities:
Convertible preferred stock................. 253 319
Stock options............................... 6,745 6,905
-------- --------
Average common shares outstanding--diluted.... 369,398 374,644
======== ========
Net income per share--diluted................. $ 0.58 $ 0.65
======== ========
</TABLE>
(10) As of April 30, 1998, the company adopted SFAS No. 130, "Reporting
Comprehensive Income". The adoption of this statement had no impact on
the company's net income or shareholders' equity. SFAS No. 130
establishes standards for reporting comprehensive income in financial
statements. Comprehensive income includes all changes in equity during a
period except those resulting from investments by or distributions to
shareholders. For the company, comprehensive income for all periods
presented consisted of net income, foreign currency translation
adjustments and the adjustment to the minimum pension liability. Amounts
in prior year financial statements have been reclassified to conform to
SFAS No. 130 requirements.
7
<PAGE>
The components of comprehensive income, net of related tax, for the periods
presented are as follows:
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
July 29, 1998 July 30, 1997
------------- -------------
<S> <C> <C>
FY 1999 FY 1998
Net income........................................ $213,787 $243,301
Other comprehensive income (loss):
Foreign currency translation adjustment......... (61,309) (60,184)
Minimum pension liability adjustment............ 1,103 21
-------- --------
Comprehensive Income.............................. $153,581 $183,138
======== ========
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THREE MONTHS ENDED JULY 29, 1998 AND JULY 30, 1997
RESULTS OF OPERATIONS
For the three months ended July 29, 1998, sales decreased $5.0 million, or
0.2%, to $2,228.2 million from $2,233.3 million recorded in the same period a
year ago. The sales decrease resulted from the unfavorable effect of foreign
exchange translation rates of 4.3% and divestitures of 3.8%; partially offset
by volume gains of 3.7%, acquisitions of 2.8% and favorable pricing of 1.4%.
Domestic operations provided 52.8% of the consolidated net sales in the first
quarter of 1999 compared to 54.1% in the first quarter of 1998.
Volume increases were recorded in weight loss classroom activities, Heinz
ketchup, weight loss frozen entrees, pet food, white meat tuna, single serve
condiments, frozen entrees and sauces/pastes; partially offset by a volume
decrease in light meat tuna.
Price increases were recorded in sauces/pastes, light meat tuna and infant
food; partially offset by a decrease in bakery products.
Foreign currencies declined against the U.S. dollar, decreasing sales by
$95.3 million, or 4.3%. This decrease came primarily from sales in the
Asia/Pacific region and Africa.
During the first quarter of Fiscal 1999 the company acquired the College Inn
brand of canned broths, the Eta brand of dressings and peanut butter in New
Zealand and the Vidalia O's frozen onion rings brand. Fiscal 1998 acquisitions
impacting the quarter-to-quarter sales dollar comparison include John West
Foods Limited in Europe and other acquisitions, primarily in South Africa and
Europe. The sales impact of these acquisitions was more than offset by
divestitures, primarily the sale of the Ore-Ida frozen foodservice business in
the first quarter of last year.
Gross profit increased $43.4 million to $868.5 million from $825.1 million,
and the gross profit margin increased to $39.0% from 36.9%. Excluding non-
recurring costs in both periods related to the implementation of Project
Millennia, gross profit increased $52.7 million to $878.7 million from $826.0
million, and the gross profit margin increased to 39.4% from 37.0%. Cost
savings resulting from Project Millennia, price increases and a favorable
product mix increased the current quarter's gross profit and gross profit
margin. The Weight Watchers classrooms business has responded well to the
streamlining efforts resulting from Project Millennia and the strong consumer
response to the Weight Watchers 1-2-3 Success(TM) Plan introduction in the
U.S.
Operating income decreased $59.1 million to $408.1 million from $467.2
million. The current period includes non-recurring costs related to the
implementation of Project Millennia of $14.9 million pretax ($0.02 per share).
Last year's first quarter included the gain on the sale of the Ore-Ida frozen
foodservice business of $96.6 million pretax ($0.14 per share), and was
recorded as an offset to selling, general and administrative expenses;
partially offset by non-recurring costs related to the implementation of
Project Millennia of $11.5 million ($0.02 per share). Excluding these non-
recurring items related to Project Millennia in both periods, operating income
increased $40.8 million, or 10.7%, to $423.0 million from $382.2 million and
the operating margin increased to 19.0% from 17.1%. The increase in operating
income, excluding the effects of these non-recurring items, is primarily due
to the increase in gross profit, offset partially by an increase in selling,
general and administrative expenses. Operating income in the current quarter
was negatively impacted by foreign exchange translation rates, primarily in
the Asia/Pacific region and Africa, which reduced operating income by $14.0
million or 3.7%.
Net interest expense increased slightly to $56.5 million from $55.4 million.
Other expenses increased $11.1 million to $17.6 million from $6.5 million in
the prior period, primarily due to currency losses in the Asia/Pacific region.
The effective tax rate for the first quarter of Fiscal 1999 was 36.0%
compared to 40.0% last year. Last year's rate of 40.0% reflects a
significantly higher tax rate associated with the sale of the Ore-Ida
9
<PAGE>
frozen foodservice business. Excluding the foodservice sale, last year's first
quarter rate was 38.4%. The lower effective rate in the current period is
primarily due to the reduction in the tax rates in Italy and the United
Kingdom in Fiscal 1998.
Net income for the current quarter was $213.8 million compared to $243.3
million for the same quarter last year, and diluted earnings per share was
$0.58 compared to $0.65. Excluding the impact of the non-recurring items in
both periods related to Project Millennia, net income would have increased
13.2% to $223.3 million from $197.3 million, and diluted earnings per share
would have increased 13.2% to $0.60 from $0.53.
LIQUIDITY AND FINANCIAL POSITION
Cash provided by operating activities totaled $75.3 million for the three
month period ended July 29, 1998 compared to $188.4 million in last year's
first quarter.
Cash used for investing activities totaled $222.5 million compared to
providing $298.4 million last year. Acquisitions in the current period
required $160.3 million due to the purchase of the College Inn brand of canned
broths, the Eta brand of dressings and peanut butter in New Zealand and the
Vidalia O's frozen onion rings brand. Acquisitions in the prior year's first
quarter required $93.8 million, due mainly to the purchase of John West Foods
Limited in Europe and other smaller acquisitions in the Asia/Pacific region
and South Africa. Capital expenditures required $65.4 million in the current
quarter versus $88.1 million in last year's first quarter. Cash provided by
divestitures in the prior year's first quarter totaled $490.7 million due to
the sale of the Ore-Ida frozen foodservice business.
In the current quarter, financing activities provided $193.8 million
compared to utilizing $485.4 million in the same quarter last year. Proceeds
from long-term debt provided $254.8 million and net proceeds from commercial
paper and short-term borrowings provided $184.2 million compared to requiring
$302.8 million in the same period last year. Share repurchases totaled $134.0
million (2.5 million shares) versus $168.2 million (3.7 million shares) in the
prior year's first quarter. Dividend payments totaled $114.0 million compared
to $106.9 million a year ago. Cash provided from stock options exercised
totaled $27.2 million compared to $81.9 million last year.
The company's $2.30 billion credit agreement, which expires in September
2001, supports its domestic commercial paper program. At July 29, 1998, the
company had $1.53 billion of domestic 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 29, 1998, the company had $1.34 billion of domestic
commercial paper outstanding and classified as long-term debt.
On July 15, 1998, the company, under its current shelf registration
statement, issued $250 million of 6.375% debentures due 2028. The proceeds
were used to repay domestic commercial paper.
On September 8, 1998, the company's board of directors raised the quarterly
dividend on the company's common stock to $0.34 1/4 per share from $0.31 1/2
per share, for an indicated annual rate of $1.37 per share. The dividend will
be paid on October 10, 1998 to shareholders of record at the close of business
on September 21, 1998.
The company's financial position remains strong, enabling it to meet cash
requirements for operations, capital expansion programs and dividends to
shareholders.
OTHER MATTERS
On September 8, 1998, the company announced plans to sell its bakery
products unit, based in Mississauga, Ontario, to The Pillsbury Company's
Bakeries & Foodservice unit for approximately $178 million. Heinz Bakery
Products is a $200 million business that makes frozen unbaked bagels and
unbaked bread dough and supplies the in-store/retail, wholesale and
foodservice channels in North America. This divestiture is part of the
company's strategy to focus its efforts on its eight core categories and to
improve the effectiveness of its portfolio by capitalizing on its strengths,
investing in
10
<PAGE>
growth opportunities and divesting businesses that do not meet its demanding
objectives. The transaction is subject to regulatory approvals. The sale is
not expected to have an adverse impact on the company's results of operations.
For information concerning the Year 2000 issue, refer to page 33 of the
company's Annual Report to Shareholders for the fiscal year ended April 29,
1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in the company's market risk during the
first quarter ended July 29, 1998. For additional information, refer to pages
31 through 33 of the company's Annual Report to Shareholders for the fiscal
year ended April 29, 1998.
11
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Nothing to report under this item.
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 6 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 29, 1998 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.
12.Computation of Ratio of Earnings to Fixed Charges.
27.Financial Data Schedule.
(b) Reports on Form 8-K
During the quarter ended July 29, 1998, the company filed a Current Report
on Form 8-K dated July 10, 1998 and a Current Report on Form 8-K dated July
16, 1998 relating to its $250 million 6.375% debentures due 2028.
12
<PAGE>
EXHIBIT 12
H. J. HEINZ COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Fiscal Years Ended
----------------------------------------------------
Three Months April
Ended April 29, 30, May 1, May 3, April 27,
July 29, 1998 1998 1997 1996 1995 1994
------------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest Expense*...... $ 64,512 $ 260,401 $277,818 $ 279,368 $ 212,123 $ 150,598
Capitalized Interest... 888 1,542 2,688 1,007 414 770
Interest Component of
Rental Expense........ 7,119 30,828 27,382 26,728 24,200 26,638
-------- ---------- -------- ---------- ---------- ----------
Total Fixed Charges.... $ 72,519 $ 292,771 $307,888 $ 307,103 $ 236,737 $ 178,006
-------- ---------- -------- ---------- ---------- ----------
Earnings:
Income Before Income
Taxes................. $334,022 $1,254,981 $479,064 $1,023,661 $ 938,007 $ 922,386
Add: Interest Expense*. 64,512 260,401 277,818 279,368 212,123 150,598
Add: Interest Component
of Rental Expense..... 7,119 30,828 27,382 26,728 24,200 26,638
Add: Amortization of
Capitalized Interest.. 865 3,525 3,454 3,399 3,465 3,327
-------- ---------- -------- ---------- ---------- ----------
Earnings as Adjusted... $406,518 $1,549,735 $787,718 $1,333,156 $1,177,795 $1,102,949
-------- ---------- -------- ---------- ---------- ----------
Ratio of Earnings to
Fixed Charges......... 5.61 5.29 2.56 4.34 4.98 6.20
======== ========== ======== ========== ========== ==========
</TABLE>
* Interest expense includes amortization of debt expense and any discount or
premium relating to indebtedness.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JULY 29, 1998 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-28-1999
<PERIOD-START> APR-30-1998
<PERIOD-END> JUL-29-1998
<EXCHANGE-RATE> 1
<CASH> 137,378
<SECURITIES> 6,556
<RECEIVABLES> 1,012,534
<ALLOWANCES> 0
<INVENTORY> 1,338,621
<CURRENT-ASSETS> 2,718,106
<PP&E> 4,066,445
<DEPRECIATION> 1,704,085
<TOTAL-ASSETS> 8,142,795
<CURRENT-LIABILITIES> 1,938,963
<BONDS> 3,187,421
0
184
<COMMON> 107,774
<OTHER-SE> 2,048,752
<TOTAL-LIABILITY-AND-EQUITY> 8,142,795
<SALES> 2,228,230
<TOTAL-REVENUES> 2,228,230
<CGS> 1,359,777
<TOTAL-COSTS> 1,359,777
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 64,043
<INCOME-PRETAX> 334,022
<INCOME-TAX> 120,235
<INCOME-CONTINUING> 213,787
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 213,787
<EPS-PRIMARY> 0.59<F1>
<EPS-DILUTED> 0.58
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED OCTOBER 29, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-29-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> OCT-29-1997
<EXCHANGE-RATE> 1
<CASH> 178,980
<SECURITIES> 42,246
<RECEIVABLES> 1,070,948
<ALLOWANCES> 0
<INVENTORY> 1,555,231
<CURRENT-ASSETS> 3,086,473
<PP&E> 4,183,217
<DEPRECIATION> 1,819,255
<TOTAL-ASSETS> 8,383,663
<CURRENT-LIABILITIES> 2,640,266
<BONDS> 2,457,043
0
217
<COMMON> 107,774
<OTHER-SE> 2,327,848
<TOTAL-LIABILITY-AND-EQUITY> 8,383,663
<SALES> 4,497,352
<TOTAL-REVENUES> 4,497,352
<CGS> 2,817,617
<TOTAL-COSTS> 2,817,617
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 126,108
<INCOME-PRETAX> 698,640
<INCOME-TAX> 266,473
<INCOME-CONTINUING> 432,167
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 432,167
<EPS-PRIMARY> 1.18<F1>
<EPS-DILUTED> 1.16
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<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>
<RESTATED>
<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> 0.66<F1>
<EPS-DILUTED> 0.65
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
FOR THE FISCAL YEAR ENDED APRIL 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-02-1996
<PERIOD-END> APR-30-1997
<EXCHANGE-RATE> 1
<CASH> 156,986
<SECURITIES> 31,451
<RECEIVABLES> 1,118,874
<ALLOWANCES> 18,934
<INVENTORY> 1,432,511
<CURRENT-ASSETS> 3,013,106
<PP&E> 4,380,598
<DEPRECIATION> 1,901,378
<TOTAL-ASSETS> 8,437,787
<CURRENT-LIABILITIES> 2,880,415
<BONDS> 2,283,993
0
241
<COMMON> 107,774
<OTHER-SE> 2,332,406
<TOTAL-LIABILITY-AND-EQUITY> 8,437,787
<SALES> 9,357,007
<TOTAL-REVENUES> 9,357,007
<CGS> 6,385,091
<TOTAL-COSTS> 6,385,091
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 274,746
<INCOME-PRETAX> 479,064
<INCOME-TAX> 177,193
<INCOME-CONTINUING> 301,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 301,871
<EPS-PRIMARY> 0.82<F1>
<EPS-DILUTED> 0.81
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JANUARY 29, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-02-1996
<PERIOD-END> JAN-29-1997
<EXCHANGE-RATE> 1
<CASH> 124,883
<SECURITIES> 23,379
<RECEIVABLES> 1,215,057
<ALLOWANCES> 0
<INVENTORY> 1,675,529
<CURRENT-ASSETS> 3,363,672
<PP&E> 4,433,415
<DEPRECIATION> 1,727,281
<TOTAL-ASSETS> 9,091,548
<CURRENT-LIABILITIES> 2,535,546
<BONDS> 2,758,463
0
245
<COMMON> 107,774
<OTHER-SE> 2,736,215
<TOTAL-LIABILITY-AND-EQUITY> 9,091,548
<SALES> 6,910,356
<TOTAL-REVENUES> 6,910,356
<CGS> 4,418,924
<TOTAL-COSTS> 4,418,924
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 204,481
<INCOME-PRETAX> 843,428
<INCOME-TAX> 311,991
<INCOME-CONTINUING> 531,437
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 531,437
<EPS-PRIMARY> 1.44<F1>
<EPS-DILUTED> 1.42
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED OCTOBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-02-1996
<PERIOD-END> OCT-30-1996
<EXCHANGE-RATE> 1
<CASH> 124,030
<SECURITIES> 242
<RECEIVABLES> 1,266,348
<ALLOWANCES> 0
<INVENTORY> 1,692,847
<CURRENT-ASSETS> 3,449,082
<PP&E> 4,402,028
<DEPRECIATION> 1,709,614
<TOTAL-ASSETS> 9,179,657
<CURRENT-LIABILITIES> 2,380,663
<BONDS> 2,999,734
0
246
<COMMON> 107,774
<OTHER-SE> 2,744,264
<TOTAL-LIABILITY-AND-EQUITY> 9,179,657
<SALES> 4,602,818
<TOTAL-REVENUES> 4,602,818
<CGS> 2,959,675
<TOTAL-COSTS> 2,959,675
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 133,985
<INCOME-PRETAX> 566,745
<INCOME-TAX> 209,695
<INCOME-CONTINUING> 357,050
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 357,050
<EPS-PRIMARY> 0.97<F1>
<EPS-DILUTED> 0.95
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED JULY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-02-1996
<PERIOD-END> JUL-31-1996
<EXCHANGE-RATE> 1
<CASH> 145,309
<SECURITIES> 16,693
<RECEIVABLES> 1,159,989
<ALLOWANCES> 0
<INVENTORY> 1,481,122
<CURRENT-ASSETS> 3,156,590
<PP&E> 4,311,864
<DEPRECIATION> 1,662,353
<TOTAL-ASSETS> 8,761,528
<CURRENT-LIABILITIES> 1,910,061
<BONDS> 3,165,082
0
263
<COMMON> 107,774
<OTHER-SE> 2,650,033
<TOTAL-LIABILITY-AND-EQUITY> 8,761,528
<SALES> 2,208,760
<TOTAL-REVENUES> 2,208,760
<CGS> 1,413,121
<TOTAL-COSTS> 1,413,121
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65,844
<INCOME-PRETAX> 284,968
<INCOME-TAX> 105,438
<INCOME-CONTINUING> 179,530
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 179,530
<EPS-PRIMARY> 0.49<F1>
<EPS-DILUTED> 0.48
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SUMMARY CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
FOR THE FISCAL YEAR ENDED MAY 1, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-01-1996
<PERIOD-START> MAY-04-1995
<PERIOD-END> MAY-01-1996
<EXCHANGE-RATE> 1
<CASH> 90,064
<SECURITIES> 18,316
<RECEIVABLES> 1,207,874
<ALLOWANCES> 17,298
<INVENTORY> 1,493,963
<CURRENT-ASSETS> 3,046,692
<PP&E> 4,220,044
<DEPRECIATION> 1,603,216
<TOTAL-ASSETS> 8,623,691
<CURRENT-LIABILITIES> 2,715,122
<BONDS> 2,281,659
0
271
<COMMON> 107,774
<OTHER-SE> 2,598,712
<TOTAL-LIABILITY-AND-EQUITY> 8,623,691
<SALES> 9,112,265
<TOTAL-REVENUES> 9,112,265
<CGS> 5,775,357
<TOTAL-COSTS> 5,775,357
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 277,411
<INCOME-PRETAX> 1,023,661
<INCOME-TAX> 364,342
<INCOME-CONTINUING> 659,319
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 659,319
<EPS-PRIMARY> 1.79<F1>
<EPS-DILUTED> 1.75
<FN>
<F1>Represents basic earnings per share in accordance with SFAS No. 128.
</FN>
</TABLE>
