FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998 or
------------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------- --------------
Commission file number I-91
----
Furniture Brands International, Inc.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-0337683
-------------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
------------------------------------------ ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-1100
-----------------
------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since\
last report<PAGE>
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
requirement for the past 90 days.
Yes X No
---------- ---------
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
51,858,066 Shares as of October 31, 1998
----------------------------------------<PAGE>
PART I FINANCIAL INFORMATION
----------------------------
Item 1. Financial Statements
Consolidated Financial Statements for the quarter ended September
30, 1998.
Consolidated Balance Sheets
Consolidated Statements of Operations:
Three Months Ended September 30, 1998
Three Months Ended September 30, 1997
Nine Months Ended September 30, 1998
Nine Months Ended September 30, 1997
Consolidated Statements of Cash Flows:
Nine Months Ended September 30, 1998
Nine Months Ended September 30, 1997
Notes to Consolidated Financial Statements
Separate financial statements and other disclosures with respect
to the Company's subsidiaries are omitted as such separate
financial statements and other disclosures are not deemed
material to investors.
The financial statements are unaudited, but include all
adjustments (consisting of normal recurring adjustments) which
the management of the Company considers necessary for a fair
presentation of the results of the period. The results for the
three months and nine months ended September 30, 1998 are not
necessarily indicative of the results to be expected for the full
year.<PAGE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<S> <C> <C> <C>
September 30, December 31,
1998 1997
------------ -----------
ASSETS
Current assets:
Cash and cash equivalents...................... $ 8,870 $ 12,274
Receivables, less allowances of $18,699
($13,793 at December 31, 1997)............... 339,969 293,975
Inventories.........................(Note 1)... 306,703 287,046
Prepaid expenses and other current assets...... 25,077 25,214
------------ -----------
Total current assets......................... 680,619 618,509
------------ -----------
Property, plant and equipment.................... 490,155 459,692
Less accumulated depreciation.................. 197,853 165,631
------------ -----------
Net property, plant and equipment............ 292,302 294,061
------------ -----------
Intangible assets................................ 320,386 330,549
Other assets..................................... 17,525 14,117
------------ ----------
$ 1,310,832 $ 1,257,236
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued interest expense....................... $ 6,059 $ 7,451
Accounts payable and other accrued expenses.... 178,665 128,770
------------ -----------
Total current liabilities.................... 184,724 136,221
------------ -----------
Long-term debt........................(Note 2)... 599,200 667,800
Other long-term liabilities...................... 127,348 129,893
Shareholders' equity:
Preferred stock, authorized 10,000,000
shares, no par value - issued none........... - -
Common stock, authorized 100,000,000 shares,
$1.00 stated value - issued 52,258,066
shares at September 30, 1998 and 52,003,520
shares at December 31, 1997.................. 52,258 52,003
Paid-in capital................................ 127,309 124,595
Retained earnings.............................. 219,993 146,724
----------- ----------
Total shareholders' equity................... 399,560 323,322
----------- ----------
$ 1,310,832 $ 1,257,236
============ ===========
See accompanying notes to consolidated financial statements.<PAGE>
</TABLE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
<S> <C> <C> <C>
Three Months Three Months
Ended Ended
September 30, September 30,
1998 1997
------------ ------------
Net sales...................................... $ 487,178 $ 440,666
Costs and expenses:
Cost of operations........................... 349,351 323,562
Selling, general and administrative expenses. 77,918 68,409
Depreciation and amortization................ 13,885 13,622
----------- ------------
Earnings from operations....................... 46,024 35,073
Interest expense............................... 10,729 12,365
Other income, net..................(Note 3).... 10,167 764
----------- -----------
Earnings before income tax expense............. 45,462 23,472
Income tax expense............................. 14,914 8,858
----------- -----------
Net earnings................................... $ 30,548 $ 14,614
============ ============
Net earnings per common share:
Basic........................................ $ 0.58 $ 0.28
====== ======
Diluted...................................... $ 0.57 $ 0.27
====== ======
Weighted average common and common
equivalent shares outstanding:
Basic........................................ 52,218,895 51,416,906
========== ==========
Diluted...................................... 53,940,010 53,379,123
========== ==========
See accompanying notes to consolidated financial statements.<PAGE>
</TABLE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
<S> <C> <C> <C>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
------------ ------------
Net sales...................................... $ 1,462,622 $ 1,334,679
Costs and expenses:
Cost of operations........................... 1,048,375 971,091
Selling, general and administrative expenses. 236,701 215,300
Depreciation and amortization................ 42,763 42,633
------------ ------------
Earnings from operations....................... 134,783 105,655
Interest expense............................... 33,229 30,859
Other income, net..................(Note 3).... 11,452 2,511
------------ -----------
Earnings before income tax expense............. 113,006 77,307
Income tax expense............................. 39,737 29,119
------------ -----------
Net earnings................................... $ 73,269 $ 48,188
============ ============
Net earnings per common share:
Basic........................................ $ 1.40 $ 0.83
====== ======
Diluted...................................... $ 1.36 $ 0.80
====== ======
Weighted average common and common
equivalent shares outstanding:
Basic........................................ 52,173,688 57,929,469
========== ==========
Diluted...................................... 53,928,721 60,124,490
========== ==========
See accompanying notes to consolidated financial statements.<PAGE>
</TABLE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<S> <C> <C> <C> <C>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
------------ --------------
Cash Flows from Operating Activities:
Net earnings.........................................$ 73,269 $ 48,188
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation of property, plant and equipment.... 33,718 33,588
Amortization of intangible and other assets...... 9,045 9,045
Noncash interest expense......................... 1,555 924
Increase in receivables.......................... (45,994) (28,493)
Increase in inventories.......................... (19,657) (2,166)
(Increase) decrease in prepaid expenses and
other assets................................... (3,036) 4,944
Increase in accounts payable, accrued interest
expense and other accrued expenses............. 47,703 15,416
Increase (decrease) in net deferred tax
liabilities.................................... (1,074) 16
Decrease in other long-term liabilities.......... (481) (1,917)
------------- ------------
Net cash provided by operating activities............ 95,048 79,545
------------- ------------
Cash Flows from Investing Activities:
Proceeds from the disposal of assets................. 121 111
Additions to property, plant and equipment........... (32,080) (29,276)
------------- ------------
Net cash used by investing activities................ (31,959) (29,165)
------------- ------------
Cash Flows from Financing Activities:
Payments for debt issuance costs..................... (1,662) (3,325)
Additions to long-term debt.......................... 218,000 210,000
Payments of long-term debt........................... (285,800) (94,800)
Proceeds from the issuance of common stock........... 2,969 10,187
Payment for the repurchase and retirement of
common stock....................................... - (168,056)
Payments for the repurchase of common stock warrants. - (5,187)
Payments for common stock offering expenses of
selling stockholders............................... - (907)
-------------- -----------
Net cash used by financing activities................ (66,493) (52,088)
-------------- -----------
Net decrease in cash and cash equivalents.............. (3,404) (1,708)
Cash and cash equivalents at beginning of period....... 12,274 19,365
-------------- -----------
Cash and cash equivalents at end of period............. $ 8,870 $ 17,657
============== ===========
Supplemental Disclosure:
Cash payments for income taxes, net.................. $ 33,465 $ 29,298
============== ==========
Cash payments for interest........................... $ 33,142 $ 28,735
============== ==========
See accompanying notes to consolidated financial statements.<PAGE>
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
(1) Inventories are summarized as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1998 1997
------------ -----------
Finished products $ 129,873 $ 118,385
Work-in-process 53,386 53,536
Raw materials 123,444 115,125
------------ -----------
$ 306,703 $ 287,046
============ ===========
</TABLE>
(2) On July 14, 1998, the Company terminated its Receivables Securitization
Facility. On this date the Company also amended its revolving credit
facility to increase the total revolving loan commitment from
$475.0 million to $600.0 million.
On May 12, 1998, the Company entered into a secured obligation with
the Mississippi Business Finance Corporation to finance the
construction of an expansion of the Company's furniture manufacturing
facility in Tupelo, Mississippi. The industrial revenue bonds totaled
$8.0 million with a weighted average interest rate of 6.60% per annum.
The bonds mature in annual installments of $0.8 million beginning
May 1, 1999 and are secured by the facility and equipment included
therein.
In January 1998, the Company entered into an interest rate swap
agreement with a financial institution to reduce the impact of
changes in interest rates on its floating rate long-term debt.
The agreement, which matures in January 2002, has a notional
principal amount of $300,000 and an interest rate of 5.50% per annum.
The Company is exposed to credit loss in the event of nonperformance
by the counterparties; however, the Company does not anticipate
nonperformance by the counterparties.
(3) On July 20, 1998, the Company received a $9.4 million cash dividend
relating to its minority investment in a company which leases
exhibition space to furniture and accessory manufacturers. The
dividend was accounted for as other income.
(4) Weighted average shares used in the computation of basic and diluted
net earnings per common share are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -------------------------
1998 1997 1998 1997
------------ ----------- ----------- -----------
Weighted average shares used
for basic net earnings per
common share 52,218,895 51,416,906 52,173,688 57,929,469
Effect of dilutive securities:
Stock options 1,721,115 1,565,357 1,755,033 1,433,370
Warrants - 396,860 - 761,651
------------ ---------- ---------- ----------
Weighted average shares used
for diluted net earnings
per common share 53,940,010 53,379,123 53,928,721 60,124,490
============ ========== ========== ==========
</TABLE>
Excluded from the computation of diluted net earnings per common share were
options to purchase 94,000 shares at an average price of $30.45 during the
three months and nine months ended September 30, 1998. For the three months
and nine months ended September 30, 1997, options to purchase 55,000 shares
at an average price of $21.00 were excluded from the computation of diluted
net earnings per common share. The securities were excluded from the
calculation of diluted earnings per share because the exercise price was
greater than the average market price of the common stock.
The warrants to purchase common stock at $7.13 per share included a five-year
call protection which expired on August 3, 1997. The warrants were redeemed
on August 15, 1997.<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
RESULTS OF OPERATIONS
Furniture Brands International, Inc. (the "Company") is the largest manufacturer
of residential furniture in the United States. The Company has three primary
operating subsidiaries: Broyhill Furniture Industries, Inc.; Lane Furniture
Industries, Inc.; and Thomasville Furniture Industries, Inc.
Comparison of Three Months and Nine Months Ended September 30, 1998 and 1997
- ----------------------------------------------------------------------------
Selected financial information for the three months and nine months ended
September 30, 1998 and 1997 is presented below:
($ in millions except per share data)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Three Months Ended
-----------------------------------------
September 30, 1998 September 30, 1997
------------------- -------------------
% of % of
Dollars Net Sales Dollars Net Sales
------- --------- ------- ----------
Net sales $487.2 100.0% $440.7 100.0%
Earnings from operations 46.0 9.4% 35.1 8.0%
Interest expense 10.7 2.2% 12.4 2.8%
Other income, net 10.2 2.1% 0.8 0.2%
Income tax expense 14.9 3.1% 8.9 2.0%
Net earnings 30.6 6.3% 14.6 3.3%
Net earnings per common share-diluted 0.57 - 0.27 -
Gross profit (1) $128.3 26.3% $107.8 24.5%
Nine Months Ended
-----------------------------------------
September 30, 1998 September 30, 1997
------------------- -------------------
% of % of
Dollars Net Sales Dollars Net Sales
------- --------- ------- ----------
Net sales $1,462.6 100.0% $1,334.7 100.0%
Earnings from operations 134.8 9.2% 105.7 7.9%
Interest expense 33.2 2.3% 30.9 2.3%
Other income, net 11.5 0.8% 2.5 0.2%
Income tax expense 39.7 2.7% 29.1 2.2%
Net earnings 73.3 5.0% 48.2 3.6%
Net earnings per common share-diluted 1.36 - 0.80 -
Gross profit (1) $384.5 26.3% $333.9 25.0%
</TABLE>
(1) The Company believes that gross profit provides useful information
regarding a company's financial performance. Gross profit has been
calculated by subtracting cost of operations and the portion of
depreciation associated with cost of goods sold from net sales.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
1998 1997 1998 1997
-------- ------- -------- --------
Net sales $487.2 $440.7 $1,462.6 $1,334.7
Cost of operations 349.4 323.6 1,048.4 971.1
Depreciation (associated with 9.5 9.3 29.7 29.7
cost of goods sold) ------- ------- -------- --------
Gross profit $128.3 $107.8 $ 384.5 $ 333.9
======= ======= ======== ========
</TABLE>
Net sales for the three months ended September 30, 1998 were $487.2 million,
compared to $440.7 million in the three months ended September 30, 1997, an
increase of $46.5 million or 10.6%. For the nine months ended September 30,
1998, net sales increased $127.9 or 9.6% to $1,462.6 million from $1,334.7
million for the nine months ended September 30, 1997. The improved sales
performance occurred at each operating company and ranged, in varying degrees,
across all product lines.
Earnings from operations for the three months ended September 30, 1998 increased
by $10.9 million or 31.2% from the comparable prior year period. Earnings from
operations for the three months ended September 30, 1998 and September 30,
1997 were 9.4% and 8.0% of net sales, respectively. For the nine months ended
September 30,1998, earnings from operations increased by $29.1 million, or
27.6% from the comparable nine months of 1997. As a percentage of net sales,
earnings from operations for the nine months ended September 30, 1998 and
September 30, 1997 were 9.2% and 7.9%, respectively. The increase in operating
earnings was due primarily to continued improvement in cost of operations as a
percent of net sales as well as higher shipments and good control of selling,
general and administrative expenses.
Interest expense totaled $10.7 million and $33.2 million for the three months
and nine months ended September 30, 1998, respectively, compared to $12.4
million and $30.9 million for the prior year comparable periods. The decrease
in interest expense in the three months ended September 30, 1998 resulted from
lower long-term debt levels and reduced interest rates. The increase in
interest expense during the nine months ended September 30, 1998 resulted from
higher long-term debt levels incurred from the Company's repurchase of
approximately 10.8 million shares of its common stock at the end of June 1997.
Other income, net totaled $10.2 million and $11.5 million for the three months
and nine months ended September 30, 1998, respectively, compared to $0.8 million
and $2.5 million for the prior year comparable periods. In the third quarter
ended September 30, 1998, the Company received a $9.4 million cash dividend
relating to its minority investment in a company which leases exhibition space
to furniture and accessory manufacturers.
The effective income tax rates were 32.8% and 37.7% for the three months ended
September 30, 1998 and September 30, 1997, respectively, and 35.2% and 37.7%
for the nine months ended September 30, 1998 and September 30, 1997,
respectively. The effective tax rates for each period were adversely impacted
by certain nondeductible expenses incurred and provisions for state and local
income taxes. The effective tax rates for the three months and nine months
ended September 30, 1998 were favorably impacted due to the reduced effect of
the nondeductible expenses as a percentage of pretax earnings and the nontaxable
portion of the $9.4 million cash dividend.
Net earnings per common share for basic and diluted were $0.58 and $0.57 for
the three months ended September 30, 1998, respectively, compared with $0.28
and $0.27 for the same period last year, respectively. For the nine months
ended September 30, 1998 and September 30, 1997, net earnings per common share
for basic and diluted were $1.40 and $1.36, respectively, and $0.83 and $0.80,
respectively. Average common and common equivalent shares outstanding used in
the calculation of net earnings per common share on a basic and diluted basis
were 52,219,000 and 53,940,000, respectively, for the three months ended
September 30, 1998, and 51,417,000 and 53,379,000, respectively, for the three
months ended September 30, 1997. For the nine months ended September 30, 1998
and September 30, 1997, average common and common equivalent shares outstanding
used in the calculation of net earnings per common share on a basic and diluted
basis were 52,174,000 and 53,929,000, respectively, and 57,929,000 and
60,124,000, respectively.
FINANCIAL CONDITION
Working Capital
- ---------------
Cash and cash equivalents at September 30, 1998 amounted to $8.9 million,
compared with $12.3 million at December 31, 1997. During the nine months ended
September 30, 1998, net cash provided by operating activities totaled $95.0
million, net cash used by investing activities totaled $31.9 million and net
cash used by financing activities totaled $66.5 million.
Working capital was $495.9 at September 30, 1998, compared with $482.3
million at December 31, 1997. The current ratio was 3.7 to 1 at September
30, 1998, compared to 4.5 to 1 at December 31, 1997.
Financing Arrangements
- ----------------------
As of September 30, 1998, long-term debt consisted of the following, in
millions:
Secured credit agreement:
Revolving credit facility $380.0
Term loan facility 200.0
Other 19.2
------
$599.2
======
To meet working capital and other financial requirements, the Company maintains
a $600.0 million revolving credit facility as part of its Secured Credit
Agreement with a group of financial institutions. The revolving credit facility
allows for both issuance of letters of credit and cash borrowings. Letter of
credit outstandings are limited to no more than $60.0 million. Cash borrowings
are limited only by the facility's maximum availability less letters of credit
outstanding. At September 30, 1998, there were $380.0 million of cash
borrowings outstanding under the revolving credit facility and $40.2 million in
letters of credit outstanding,leaving an excess of $179.8 million available
under the revolving credit facility.
The Company believes its Secured Credit Agreement, together with cash generated
from operations, will be adequate to meet liquidity requirements for the
foreseeable future.
Year 2000
- ---------
The Company has completed a comprehensive review of all software, hardware and
equipment that could potentially be affected by the year 2000 issue and adopted
a year 2000 plan to meet the needs of its customers and business partners. The
results of the review indicate that the Company will be year 2000 compliant
well before the year 2000. At this time remediations are being implemented and
initial testing of the remediations has begun. The total cost for year 2000
compliance activity will not be material to the Company's results of operations
and financial position. The Company is also in the process of verifying
compliance of critical suppliers with year 2000 standards. There can be no
assurance that another company's failure to ensure year 2000 compliance will
not have a material adverse effect on the Company, however this is a
circumstance not currently expected to occur. The Company will develop and
implement contingency plans, if necessary, in the event it appears that it or
its key suppliers will not be year 2000 compliant and such noncompliance is
expected to have a material adverse impact on the operations of the Company.
Forward Looking Statements
- --------------------------
From time to time, the Company may make statements which constitute or contain
"forward-looking" information as that term is defined in the Private Securities
Litigation Reform Act of 1995 or by the Securities and Exchange Commission in
its rules, regulations and releases. The Company cautions investors that any
such forward-looking statements made by the Company are not guarantees of
future performance and that actual results may differ materially from those in
the forward-looking statements. The impact of the year 2000 on the Company's
order, production, distribution and financial systems and the systems of its
suppliers and customers is a factor which could cause actual results to differ
materially from estimates contained in the Company's forward looking
statements.<PAGE>
PART II OTHER INFORMATION
-------------------------
Item 5. Other Information
------- -----------------
On October 12, 1998, the Company announced that it had authorized the
repurchase of up to $30 million of its outstanding common stock over the
next twelve months. The timing and amounts purchased will depend upon
market conditions. Repurchases will be effected from time to time in
open market or privately negotiated transactions. The shares of common
stock repurchased will be kept as treasury shares and will be used for
general corporate purposes.
Item 6. Exhibits and Reports on 8-K
------- ---------------------------
(a) 27. Financial Data Schedule.
(b) A Form 8-K was not required to be filed during the quarter ended
September 30, 1998
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Furniture Brands International, Inc.
(Registrant)
By /s/ Steven W. Alstadt
--------------------------------------
Steven W. Alstadt
Controller and
Chief Accounting Officer
Date: November 12, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<PERIOD-TYPE> 9-MOS
<CASH> 17,657
<SECURITIES> 0
<RECEIVABLES> 329,798
<ALLOWANCES> 17,888
<INVENTORY> 283,273
<CURRENT-ASSETS> 637,785
<PP&E> 453,285
<DEPRECIATION> 156,726
<TOTAL-ASSETS> 1,280,231
<CURRENT-LIABILITIES> 159,042
<BONDS> 687,800
0
0
<COMMON> 52,003
<OTHER-SE> 124,020
<TOTAL-LIABILITY-AND-EQUITY> 1,280,231
<SALES> 1,334,679
<TOTAL-REVENUES> 1,334,679
<CGS> 971,091
<TOTAL-COSTS> 971,091
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,325
<INTEREST-EXPENSE> 30,859
<INCOME-PRETAX> 77,307
<INCOME-TAX> 29,119
<INCOME-CONTINUING> 48,188
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,188
<EPS-PRIMARY> 0.83
<EPS-DILUTED> 0.80
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<PERIOD-TYPE> 9-MOS
<CASH> 8,870
<SECURITIES> 0
<RECEIVABLES> 358,668
<ALLOWANCES> 18,699
<INVENTORY> 306,703
<CURRENT-ASSETS> 680,619
<PP&E> 490,155
<DEPRECIATION> 197,853
<TOTAL-ASSETS> 1,310,832
<CURRENT-LIABILITIES> 184,724
<BONDS> 599,200
0
0
<COMMON> 52,258
<OTHER-SE> 127,309
<TOTAL-LIABILITY-AND-EQUITY> 1,310,832
<SALES> 1,462,622
<TOTAL-REVENUES> 1,462,622
<CGS> 1,048,375
<TOTAL-COSTS> 1,048,375
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,822
<INTEREST-EXPENSE> 33,229
<INCOME-PRETAX> 113,006
<INCOME-TAX> 39,737
<INCOME-CONTINUING> 73,269
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 73,269
<EPS-PRIMARY> 1.40
<EPS-DILUTED> 1.36
</TABLE>
