SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 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 _________
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0871880
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 East Lake Street, Wayzata, Minnesota 55391
(Address of principal executive offices) (Zip Code)
(612) 594-3300
(Registrant's telephone number, including area code)
33 South 6th Street, Minneapolis, Minnesota 55402
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes ___X___ No _____
The number of shares outstanding of the registrant's Common Stock,
par value $.10 per share, as of December 19, 1997 was 18,723,055.
PART I. FINANCIAL INFORMATION
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(unaudited)
(in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1997 1996
Net sales $676,803 $697,132 $1,973,202 $1,957,704
Cost of sales (575,423) (592,561) (1,689,833) (1,669,048)
Gross profit 101,380 104,571 283,369 288,656
Delivery and distribution (43,069) (43,405) (123,827) (125,409)
Selling, general
and administrative (40,202) (44,307) (124,651) (129,441)
Unusual items - - - (3,600)
Operating earnings 18,109 16,859 34,891 30,206
Interest, net (1,890) (4,363) (9,423) (13,093)
Other income (expense), net (243) (158) (151) (150)
Earnings before income taxes 15,976 12,338 25,317 16,963
Income taxes (6,565) (3,702) (9,367) (4,765)
Net earnings $ 9,411 $ 8,636 $ 15,950 $ 12,198
Net earnings per share
of common stock $ .51 $ .48 $ .87 $ .68
Average shares of common
stock outstanding 18,570 17,980 18,273 17,980
Dividends per share of
common stock $ .20 $ .20 $ .60 $ .60
See accompanying notes to consolidated condensed financial statements.
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands)
Condensed
from audited
financial
(Unaudited) statements
Nov. 30, Feb. 28,
1997 1997
Assets
Current assets:
Cash and cash equivalents $ 9,118 $ 8,753
Trade accounts receivable, net 167,345 207,459
Inventories 305,682 283,948
Other current assets 66,889 63,096
Total current assets 549,034 563,256
Property, plant and equipment, net 220,744 225,357
Goodwill, net 85,524 87,641
Other assets 34,876 39,034
Total assets $890,178 $915,288
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable $ 20,014 $ 88,201
Current portion of long-term debt 25,058 6,790
Accounts payable 242,800 206,966
Other current liabilities 62,480 70,037
Total current liabilities 350,352 371,994
Long-term debt 178,001 202,328
Employee benefits and other liabilities 53,918 51,388
Total liabilities 582,271 625,710
Shareholders' equity:
Common stock 2,184 2,184
Other shareholders' equity 305,723 287,394
Total shareholders' equity 307,907 289,578
Commitments and contingencies
Total liabilities and shareholders' equity $890,178 $915,288
See accompanying notes to consolidated condensed financial statements.
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(unaudited)
(in thousands)
NINE MONTHS ENDED
Nov. 30, Nov. 30,
1997 1996
Cash flows from operations:
Net earnings $15,950 $12,198
Adjustments to reconcile net earnings
to cash provided by (used for) operations:
Depreciation and amortization 22,983 22,656
Deferred income tax expense 3,084 2,135
Provision for losses on receivables 94 3,009
Provision for unusual charges - 3,600
Changes in operating assets and liabilities:
Accounts receivable 38,373 (13,582)
Inventories (23,609) (101,058)
Other current assets (4,521) (1,380)
Accounts payable 37,833 56,389
Other current liabilities (6,926) (3,665)
Other, net 3,164 448
Cash provided by
(used for) operations 86,425 (19,250)
Cash flows from investing activities:
Capital expenditures (19,416) (19,115)
Proceeds from property disposals 1,389 326
Cash used for investing activities (18,027) (18,789)
Cash flows from financing activities:
Net increase (decrease) in notes payable (67,341) 57,139
Net decrease in long-term debt (4,827) (4,500)
Dividends paid (10,929) (10,891)
Proceeds from issuance of common stock 15,970 14
Purchase of treasury stock (799) (82)
Other, net (16) (175)
Cash provided by (used for)
financing activities (67,942) 41,505
Effect of exchange rate changes on cash
and cash equivalents (91) 154
Net increase in cash and cash equivalents 365 3,620
Cash and cash equivalents at beginning of period 8,753 7,508
Cash and cash equivalents at end of period $ 9,118 $11,128
See accompanying notes to consolidated condensed financial statements.
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(unaudited)
(1) In the Company's opinion, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
only normal recurring adjustments, except as noted elsewhere in the
notes to the consolidated condensed financial statements) necessary to
present fairly its financial position as of November 30, 1997, and the
results of its operations for the three and nine months ended
November 30, 1997 and 1996, and cash flows for the nine months ended
November 30, 1997 and 1996. These statements are condensed and,
therefore, do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. The statements should be read in conjunction with the
consolidated financial statements and footnotes included in the
Company's Annual Report on Form 10-K for the year ended
February 28, 1997. The results of operations for the three and nine
months ended November 30, 1997, are not necessarily indicative of the
results to be expected for the full year.
(2) Cost of sales - To more closely match costs with related revenues,
the Company classifies the inflation element inherent in interest rates
on Venezuelan local currency borrowings and the foreign exchange gains
and losses, which occur on such borrowings, as a component of cost of
sales. Accordingly, cost of sales increased by $0.5 million and
$1.0 million for the three and nine months ended November 30, 1997,
respectively. For the three and nine months ended November 30, 1996,
cost of sales increased by $1.2 million and $2.6 million, respectively.
(3) Interest, net, consisted of the following (in thousands):
Three Months Ended Nine Months Ended
Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1997 1996
Interest expense $4,162 $4,438 $14,120 $13,375
Capitalized interest - (7) (9) (26)
Non-operating interest income (2,272) (68) (4,688) (256)
Interest, net $1,890 $4,363 $ 9,423 $13,093
Cash payments for interest, net of amounts capitalized for the nine months
ended November 30, 1997 and 1996, were $15.5 million and $14.0 million,
respectively.
(4) Income taxes - Cash payments for income taxes for the nine months ended
November 30, 1997 and 1996, were $0.7 million and $6.1 million,
respectively.
(5) Supplemental balance sheet information (in thousands)
Nov. 30, Feb. 28,
1997 1997
Trade accounts receivable, net:
Trade $173,863 $216,798
Allowance for doubtful accounts (6,518) (9,339)
Total trade accounts receivable, net $167,345 $207,459
Inventories:
Raw materials, excluding grain $ 18,167 $ 15,776
Grain 105,351 86,500
Finished and in-process goods 174,779 174,274
Packages and supplies 7,385 7,398
Total inventories $305,682 $283,948
Property, plant and equipment, net:
Land $ 15,123 $ 13,413
Buildings and improvements 96,989 93,099
Machinery and equipment 236,072 228,514
Transportation equipment 6,710 7,194
Improvements in progress 14,006 15,019
368,900 357,239
Accumulated depreciation (148,156) (131,882)
Total property, plant and equipment, net $220,744 $225,357
(6) Segment information (in millions)
Operating
Net Operating Unusual Earnings
Sales Costs Items (Loss)
Three Months Ended Nov. 30, 1997
Foodservice Distribution $ 460.2 $ (451.1) $ - $ 9.1
North America Foods 133.4 (119.4) - 14.0
Venezuela Foods 83.2 (86.0) - (2.8)
Corporate Expenses - (2.2) - (2.2)
Total $ 676.8 $ (658.7) $ - $18.1
Three Months Ended Nov. 30, 1996
Foodservice Distribution $ 461.5 $ (456.9) $ - $ 4.6
North America Foods 139.7 (130.4) - 9.3
Venezuela Foods 95.9 (90.6) - 5.3
Corporate Expenses - (2.3) - (2.3)
Total $ 697.1 $ (680.2) $ - $16.9
Nine Months Ended Nov. 30, 1997
Foodservice Distribution $1,334.5 $(1,314.1) $ - $20.4
North America Foods 365.6 (343.3) - 22.3
Venezuela Foods 273.1 (274.5) - (1.4)
Corporate Expenses - (6.4) - (6.4)
Total $1,973.2 $(1,938.3) $ - $34.9
Nine Months Ended Nov. 30, 1996
Foodservice Distribution $1,337.5 $(1,327.4) $ - $10.1
North America Foods 365.7 (350.7) - 15.0
Venezuela Foods 254.5 (238.2) - 16.3
Corporate Expenses - (7.6) (3.6) (11.2)
Total $1,957.7 $(1,923.9) $(3.6) $30.2
(7) Contingencies - In August 1997, the Company entered into an exit agreement
with the major customer of its food exporting business. This agreement
provided for the Company to deliver the remaining inventory to the customer
upon 75% payment of the full purchase price with the remaining 25% payable
under interest-bearing notes by November 1999. Because of the customer's
financial difficulties, the Company and the customer are in the process of
renegotiating the exit agreement. The Company anticipates that the revised
exit agreement will provide for additional deferral of the purchase price for
the remaining inventory resulting in an increase in the notes payable and an
extension of the duration of the notes. The Company currently has $5.8 million
of accounts and notes receivable from the customer and owns $14.7 million of
inventory held for sale to the customer subject to the exit agreement. If the
exit agreement is amended as presently anticipated and the remainder of the
product is sold to the customer under the amended exit agreement, the Company
will hold notes receivable from the customer in the approximate amount of
$12.5 million. The Company was notified on September 29, 1997, that a vessel
chartered by the customer carrying approximately $6 million in Company-owned
inventory had been arrested in the port of St. Petersburg, Russia. The
Company believes, based on the facts known to date, that the product was
stolen from the vessel and that the loss is covered by insurance. If the
customer is unable to meet its remaining commitments under the exit agreement
or if the theft of product is not covered by insurance, there could be a
material adverse effect on the Company's results of operations.
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Results of
Operations and Financial Condition
(Unaudited)
Results of Operations:
For the third quarter and nine months ended November 30, 1997 compared with
the corresponding prior periods
Overview
Fiscal 1998 third-quarter net earnings were $9.4 million, or 51 cents per
share, compared with $8.6 million, or 48 cents per share, a year ago. Net
earnings improved on substantially higher operating earnings in Foodservice
Distribution and North America Foods, which offset an operating loss in
Venezuela Foods and a higher effective tax rate. Consolidated net sales
declined 3% to $676.8 million as a result of lower sales in Venezuela Foods
and North America Foods.
Net earnings for the nine months ended November 30, 1997, were $15.9
million, or 87 cents per share, compared with $12.2 million, or 68 cents
per share, a year ago. Last year's results included after-tax unusual
charges of $2.2 million, or 12 cents per share, for costs resulting from
the resignation of the Company's chief executive officer and business
assessment studies. Consolidated net sales increased 1% to $1.97 billion.
Segment Results
Foodservice Distribution third-quarter net sales of $460.2 million were
flat with a year ago. An increase in vending distribution net sales from
higher volumes to the independent and fund-raising customer segments was
offset by lower sales in the limited-menu distribution business. Limited-
menu distribution net sales declined as a result of decisions to relinquish
low-margin customer accounts. Operating earnings were $9.1 million in the
current quarter, compared with $4.6 million last year. Operating earnings
increased because of substantial improvement in vending distribution, which
had an operating loss in last year's third quarter. Vending distribution
results improved on higher volumes, lower delivery and distribution costs,
and a reduction in bad debt expense. Operating earnings also increased in
limited-menu distribution on improved gross margins and a reduction in bad
debt expense. The increase was partially offset by a decline in the food
exporting business operating results.
Foodservice Distribution net sales for the nine-month period was $1.33
billion, compared with $1.34 billion last year. Operating earnings
increased 102% to $20.4 million, compared with $10.1 million last year. In
addition to the factors described above for the third quarter, operating
earnings improved from the purchase of coffee prior to world-market price
increases.
North America Foods third-quarter net sales declined 5% to $133.4 million,
compared with $139.7 million last year. The decline was primarily due to
lower prices in the Company's grain-based products, resulting from a
reduction in worldwide wheat costs, and unfavorable currency translation
because of a weak Canadian dollar. The decline was partially offset by
higher volumes in Canadian commercial flour and consumer products.
Operating earnings increased 51% to $14 million, compared with $9.3 million
last year. Operating earnings increased on the higher volumes and on
higher margins, resulting from a more favorable product and customer mix,
lower manufacturing costs and lower ingredient costs. The increase was
partially offset by unfavorable currency translation and an operating loss
in the Company's Canadian frozen bakery business.
North America Foods net sales for the nine-month period were $365.6
million, unchanged from last year. Operating earnings increased 49% to
$22.3 million, compared with $15 million last year. Net sales and
operating earnings were affected by essentially the same factors as
described above for the third quarter.
Venezuela Foods third-quarter net sales declined 13% to $83.2 million,
compared with $95.9 million a year ago. The decline was primarily the
result of a substantial decrease in consumer corn flour volumes. Volumes
declined because of difficult economic conditions that caused a loss of
consumer purchasing power and a shift in consumer buying patterns,
including an overall decline in corn flour consumption. Volumes were also
affected by continued competitive pressures and by the Company being
selected to supply only a small amount of the corn flour to a Venezuelan
government subsidy program. The program is designed to make available to
low-income consumers certain basic food products at below market prices and
involves competitive bids by suppliers to provide product for a specified
period. The business segment recognized an operating loss of $2.8 million,
compared with operating earnings of $5.3 million last year. In addition to
the lower corn flour volumes, the operating loss resulted from economic and
competitive conditions that prevented the Company from raising prices
sufficiently to cover higher raw material and operating costs.
Venezuela Foods net sales for the nine-month period increased 7% to $273.1
million, compared with $254.5 million last year. Net sales in the prior
year were adversely affected by a significant devaluation in the free-
market exchange rate while the Company operated under price controls. The
Venezuelan government eliminated price controls last year. For the first
nine months, the business segment recognized an operating loss of $1.4
million, compared with operating earnings of $16.3 million last year.
Operating earnings were affected by essentially the same factors as
described above for the third quarter.
The Company expects that the difficult economic and competitive environment
will continue to adversely affect Venezuela Foods' operating results.
Non-operating Expense and Income
Third-quarter net interest expense declined to $1.9 million from $4.4
million a year ago. The decline is primarily the result of $1.9 million in
interest income recognized on U.S. federal income tax refunds and lower
debt levels. For the nine-month periods, net interest expense declined to
$9.4 million from $13.1 million because of the interest income on U.S.
federal income tax refunds and lower interest rates in Canada.
Income Taxes
The Company's year-to-date effective tax rate was 37% in fiscal 1998,
compared with 30% before unusual items in fiscal 1997. The increase
resulted from the reduced operating results of Venezuela Foods, which
carries a low tax rate. If the operating results of the Company's
Venezuelan operations fall below currently projected levels, the Company's
fiscal 1998 overall effective tax rate will increase from its current
level.
Financial Condition:
Capital Resources and Liquidity
The debt-to-total capitalization ratio decreased to 42% at November 30,
1997, compared with 51% at February 28, 1997. This improvement was due
primarily to an increase in cash provided by operations, including a
significant reduction in working capital, and proceeds received from the
exercise of employee-held stock options.
Working capital decreased principally on lower accounts receivable and
higher accounts payable balances, which were partially offset by an
increase in inventories. The reduction in accounts receivable was, in
part, the result of significantly lower sales volume with the major
customer of the Company's food exporting business that distributes food
products in Russia and substantial collections against a significant fiscal
year-end accounts receivable balance with this customer. In addition, the
decline in receivables resulted from additional sales of accounts
receivable pursuant to a Canadian asset securitization agreement.
Inventories increased because of seasonal purchases in Venezuela and
Canada, but were partially offset by improved inventory management in all
businesses. The increase in accounts payable was the result of the
seasonal inventory purchases and a new grain procurement process in
Venezuela, which provides for extended payment terms to suppliers.
The Company previously announced that it would exit its food exporting
business. This business was principally involved in the international
trading of food products with a substantial percentage of its sales to a
major customer that distributes food products in Russia. In fiscal 1997,
operating earnings of the food exporting business were approximately $7.7
million. For the nine months ended November 30, 1997, operating earnings
of this business were approximately $4 million. In November 1997, the
Company sold the food exporting business, excluding the working capital and
commitments associated with its major customer. The proceeds and earnings
impact from the sale were immaterial.
In August 1997, the Company entered into an exit agreement with the major
customer of its food exporting business. This agreement provided for the
Company to deliver the remaining inventory to the customer upon 75% payment
of the full purchase price with the remaining 25% payable under interest-
bearing notes by November 1999. Because of the customer's financial
difficulties, the Company and the customer are in the process of
renegotiating the exit agreement. The Company anticipates that the revised
exit agreement will provide for additional deferral of the purchase price
for the remaining inventory resulting in an increase in the notes payable and
an extension of the duration of the notes. The Company currently has $5.8
million of accounts and notes receivable from the customer and owns $14.7
million of inventory held for sale to the customer subject to the exit
agreement. If the exit agreement is amended as presently anticipated and
the remainder of the product is sold to the customer under the amended exit
agreement, the Company will hold notes receivable from the customer in the
approximate amount of $12.5 million. The Company was notified on September
29, 1997, that a vessel chartered by the customer carrying approximately $6
million in Company-owned inventory had been arrested in the port of St.
Petersburg, Russia. The Company believes, based on the facts known to
date, that the product was stolen from the vessel and that the loss is
covered by insurance. If the customer is unable to meet its remaining
commitments under the exit agreement or if the theft of product is not
covered by insurance, there could be a material adverse effect on the
Company's results of operations.
The Company continues to work with potential buyers for the sale of its
Canadian frozen bakery business, which has net assets of approximately $15
million. The Company currently believes that the ultimate disposition will
likely involve selling various parts of the operation to multiple buyers
and may not be completed until the next fiscal year. In fiscal 1997, the
business had an operating loss on net sales of $37 million, and the Company
recognized an $11.4 million charge for asset impairment. The Company
continues to evaluate whether any further asset impairment has occurred
based on management's current estimate of the fair value less costs to
sell, in accordance with SFAS No. 121. If the Company is not successful in
meeting its current estimate of fair value, it may be required to recognize
an additional material charge to its results of operations.
The Company announced in the second quarter that it would combine its
vending and limited-menu distribution businesses into a single distribution
business to capitalize on growth opportunities and achieve cost-savings.
The Company is unable to estimate one-time charges, if any, associated with
the combination as specific actions are still being determined. The
combination is expected to result in significant long-term benefits, net of
any one-time charges.
Cautionary Statement Relevant to Forward-Looking Information
This document contains certain statements that are forward-looking as defined
in the Private Securities Litigation Reform Act of 1995. These forward-
looking statements are based on current expectations or beliefs, including,
but not limited to, statements concerning the Company's operations and
financial performance and condition. The Company cautions that these
statements by their nature involve risks and uncertainties, and actual results
may differ materially depending on a variety of important factors, including,
among others, the impact of competitive products and pricing; market
conditions and weather patterns that may affect the costs of grain; changes in
laws and regulations; economic and political conditions in Venezuela including
inflation, currency volatility, possible limitations on foreign investment,
exchangeability of currency, dividend repatriation and changes in existing tax
laws; economic or political instability in Russia including the possibility of
tariff law changes or other marketplace changes and restrictions; the
inability of the major customer of the Company's food exporting business to
meet remaining commitments; fluctuations in foreign exchange rates; and other
risks commonly encountered in international trade.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11. Computation of Earnings Per Common Share.
12. Computation of Ratio of Earnings to Fixed Charges.
27. Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
November 30, 1997.
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.
INTERNATIONAL MULTIFOODS CORPORATION
Date: December 22, 1997 By /s/ William L. Trubeck
William L. Trubeck
Senior Vice President - Finance
and Chief Financial Officer
(Principal Accounting Officer
and Duly Authorized Officer)
EXHIBIT INDEX
11. Computation of Earnings Per Common Share.
12. Computation of Ratio of Earnings to Fixed Charges.
27. Financial Data Schedule.
Exhibit 11
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Earnings per Common Share
(unaudited)
(in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1997 1996
Average shares of
common stock outstanding 18,570 17,980 18,273 17,980
Common stock equivalents 287 1 336 10
Total common stock and equivalents
assuming full dilution 18,857 17,981 18,609 17,990
Net earnings
applicable to common stock $9,411 $8,636 $15,950 $12,198
Earnings per
share of common stock:
Primary $ .51 $ .48 $ .87 $ .68
Fully diluted $ .50 $ .48 $ .86 $ .68
Primary earnings per share have been computed by dividing net earnings by the
weighted average number of shares of common stock outstanding during the
period. Common stock options and other common stock equivalents have not
entered into the primary earnings per share computations since their effect
is not significant.
Fully diluted earnings per share have been computed assuming issuance of all
shares for stock options deemed to be common stock equivalents, using the
treasury stock method.
Exhibit 12
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(unaudited)
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1997 1996
Earnings before income taxes $15,976 $12,338 $25,317 $16,963
Plus: Fixed charges (1) 6,495 6,810 21,303 20,291
Less: Capitalized interest - (7) (9) (26)
Earnings available to cover
fixed charges $22,471 $19,141 $46,611 $37,228
Ratio of earnings to fixed charges 3.46 2.81 2.19 1.83
(1) Fixed charges consisted of the following:
THREE MONTHS ENDED NINE MONTHS ENDED
Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1997 1996 1997 1996
Interest expense, gross $ 4,162 $ 4,438 $14,120 $13,375
Rentals (Interest factor) 2,333 2,372 7,183 6,916
Total fixed charges $ 6,495 $ 6,810 $21,303 $20,291
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THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEET, STATEMETNS OF OPERATIONS AND CASH FLOWS
AND ACCOMPANYING NOTES AND IS QUALIFIED IN ITS ENTIREETY BY REFERENCE TO SUCH
FINANCIAL STATEMETNS AND NOTES.
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<ALLOWANCES> 6,518
<INVENTORY> 305,682
<CURRENT-ASSETS> 549,034
<PP&E> 368,900
<DEPRECIATION> 148,156
<TOTAL-ASSETS> 890,178
<CURRENT-LIABILITIES> 350,352
<BONDS> 178,001
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<SALES> 1,973,202
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<CGS> 1,689,833
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<LOSS-PROVISION> 94
<INTEREST-EXPENSE> 14,111
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