<PAGE> 1
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 January 31, 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 1-7340
KELLWOOD COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-2472410
- -------------------------------------- -------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO 63178
- --------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 576-3100
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
---- ----
Number of shares of common stock, par value $.01, outstanding at January 31,
1998 (only one class): 21,469,471
------------
1
<PAGE> 2
<TABLE>
KELLWOOD COMPANY
----------------
INDEX
-----
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Earnings 4
Condensed Consolidated Statement of Cash Flows 5
Notes to Condensed Consolidated Financial
Statements 6-7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
PART II. OTHER INFORMATION 12
</TABLE>
2
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
------------------------------
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
------------------------------------------------
(Amounts in thousands)
<CAPTION>
January 31,
-------------------------- April 30,
1998 1997 1997
-------- -------- --------
ASSETS
- ------
<S> <C> <C> <C>
Current assets:
Cash and time deposits $ 29,449 $ 36,678 $ 22,513
Receivables, net 243,009 200,652 271,629
Inventories 365,456 303,133 298,938
Prepaid taxes and expenses 34,997 27,272 28,444
-------- -------- --------
Total Current Assets 672,911 567,735 621,524
Property, plant and equipment, net 61,541 62,708 62,800
Intangible assets, net 105,016 113,038 113,873
Other assets 84,167 73,980 76,390
-------- -------- --------
$923,635 $817,461 $874,587
======== ======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
- -----------------------------------
Current liabilities:
Current portion of long-term debt $ 15,336 $ 15,431 $ 15,409
Notes payable 94,145 163,242 159,129
Accounts payable 94,869 99,071 122,049
Accrued expenses 58,702 56,237 77,823
-------- -------- --------
Total current liabilities 263,052 333,981 374,410
Long-term debt 243,455 110,593 109,831
Deferred income taxes and other 46,586 39,780 42,532
Shareowners' equity:
Common stock 109,037 95,485 99,077
Retained earnings 308,878 281,762 293,986
Cumulative translation adjustment (7,376) (8,960) (8,280)
-------- -------- --------
410,539 368,287 384,783
Less treasury stock, at cost (39,997) (35,180) (36,969)
-------- -------- --------
Total shareowners' equity 370,542 333,107 347,814
-------- -------- --------
$923,635 $817,461 $874,587
======== ======== ========
See notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE> 4
<TABLE>
KELLWOOD COMPANY AND SUBSIDIARIES
----------------------------------
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
--------------------------------------------------------
(Amounts in thousands except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
--------------------------- ---------- ----------
1998 1997 1998 1997
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $373,680 $315,791 $1,277,136 $1,072,661
Costs and expenses:
Cost of products sold 304,195 254,099 1,028,679 857,754
Selling, general and
administrative expenses 54,975 50,329 172,152 151,424
Amortization of intangible
assets 3,842 3,794 11,601 11,422
Interest expense 6,944 5,067 20,934 15,633
Interest income and other, net (390) (823) (1,373) (1,853)
-------- -------- ---------- ----------
Earnings before income taxes 4,114 3,325 45,143 38,281
Income taxes 1,700 1,300 19,000 16,000
-------- -------- ---------- ----------
Net earnings $ 2,414 $ 2,025 $ 26,143 $ 22,281
======== ======== ========== ==========
Weighted average shares
outstanding:
Basic 21,466 21,001 21,380 21,159
======== ======== ========== ==========
Diluted 22,033 21,429 21,944 21,621
======== ======== ========== ==========
Earnings per share:
Basic $ .11 $ .10 $ 1.22 $ 1.05
======== ======== ========== ==========
Diluted $ .11 $ .09 $ 1.19 $ 1.03
======== ======== ========== ==========
Dividends paid per share $ .16 $ .15 $ .48 $ .45
======== ======== ========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
4
<PAGE> 5
<TABLE>
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
----------------------------------------------------------
(Amounts in thousands)
<CAPTION>
Nine Months Ended
January 31,
-------------------------
1998 1997
-------- --------
<S> <C> <C>
Operating activities:
Net earnings $ 26,143 $ 22,281
Add (deduct) items not affecting operating
cash flows:
Depreciation and amortization 21,424 20,829
Increase in prepaid pension cost (6,375) (6,000)
Deferred taxes and other 2,226 672
-------- --------
43,418 37,782
Changes in noncash working capital components:
Receivables 28,620 37,292
Inventories (66,518) (36,256)
Prepaid expenses (6,553) (8,011)
Accounts payable (27,180) 865
Accrued expenses (19,121) (7,531)
-------- --------
Net cash provided by (used for) operating
activities (47,334) 24,141
-------- --------
Investing activities:
Additions to property, plant and equipment (8,530) (8,394)
Investment in subsidiaries (2,610) (7,185)
Other investing activities 170 419
-------- --------
Net cash used for investing activities (10,970) (15,160)
-------- --------
Financing activities:
Proceeds from debentures 148,327 --
Proceeds from (reduction of) notes payable, net (64,984) 34,477
Reduction of long-term debt (14,776) (17,617)
Dividends paid (10,259) (9,579)
Purchase of treasury stock (2,955) (5,766)
Stock transactions under incentive plans 9,887 1,139
-------- --------
Net cash provided by
financing activities 65,240 2,654
-------- --------
Net increase in cash and time deposits 6,936 11,635
Cash and time deposits - beginning of period 22,513 25,043
-------- --------
Cash and time deposits - end of period $ 29,449 $ 36,678
======== ========
See notes to condensed consolidated financial statements.
</TABLE>
5
<PAGE> 6
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Amounts in thousands)
1. It is the opinion of management that all adjustments necessary for a
fair presentation of results for the interim periods have been
reflected in the statements presented. Such adjustments were normal
and recurring in nature.
Accounting policies have been continued without change and are
described in the Summary of Significant Accounting Policies contained
in the Company's 1997 Annual Report to Shareowners. For additional
information regarding the Company's financial condition, refer to the
footnotes accompanying the annual financial statements. Details in
those notes have not changed significantly except as a result of normal
transactions in the interim.
2. Total inventory consisted of:
<TABLE>
<CAPTION>
January 31,
----------------------- April 30,
1998 1997 1997
-------- -------- --------
<S> <C> <C> <C>
Finished goods $180,508 $153,836 $127,630
Work in process 113,370 90,150 98,607
Raw materials 71,578 59,147 72,701
-------- -------- --------
$365,456 $303,133 $298,938
======== ======== ========
</TABLE>
If inventories were valued at current replacement costs, they would
have totalled $375,720, $314,774 and $307,702 at January 31, 1998,
January 31, 1997, and April 30, 1997, respectively.
3. Intangible assets consisted of:
<TABLE>
<CAPTION>
January 31,
----------------------- April 30,
1998 1997 1997
-------- -------- --------
<S> <C> <C> <C>
Goodwill $112,101 $104,827 $109,491
Other identifiable
intangibles 81,087 84,245 81,446
-------- -------- --------
193,188 189,072 190,937
Less accumulated
amortization 88,172 76,034 77,064
-------- -------- --------
$105,016 $113,038 $113,873
======== ======== ========
</TABLE>
4. The Company issued $150,000 of 20 year Debentures in a public debt
offering on October 27, 1997. The Debentures, due October 15, 2017,
have a coupon rate of 7.625%. Proceeds from the sale of Debentures
were used to repay short-term bank borrowings.
6
<PAGE> 7
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
(Continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Amounts in thousands)
5. A credit facility agreement dated May 31, 1996, in the amount of
$300,000 expires October 30, 1999. Under the agreement, up to $200,000
can be utilized for short-term loans and up to $200,000 can be utilized
for letters of credit provided that the combined utilization does not
exceed $300,000. Each borrowing under the agreement bears interest at
one of several specified rates dependent upon several factors including
the Company's leverage ratio, senior debt rating and the applicable
Eurodollar margin. At January 31, 1998, outstanding short-term loans
and letters of credit under the agreement were $0 and $133,000,
respectively. Covenants are more flexible than those currently
existing for Kellwood's notes due insurance companies.
7
<PAGE> 8
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
OPERATING RESULTS
- -----------------
Sales reached record levels for both the quarter and the nine months ended
January 31, 1998, increasing 18.3% vs. the third quarter of the prior fiscal
year. Net Income for the quarter and the nine month period increased 19% and
17%, respectively.
Kellwood's businesses are quite seasonal. The company generally sells its
products prior to the principal retail selling seasons: spring, summer, fall,
and holiday. Sales and earnings for the third quarter have historically been
lower than other quarters of the fiscal year since the month of December
falls between the peak periods for the holiday and spring selling seasons.
Summarized financial data for the quarter and the nine month period ended
January 31, 1998 and 1997 are as follows ($ in millions; percentages are
calculated based on actual data, but columns may not add due to rounding):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
--------------------------------- ---------------------------------
1998 1997 % Change 1998 1997 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $374 $316 18.3% $1,277 $1,073 19.1%
Cost of products sold 304 254 19.7% 1,029 858 19.9%
S, G & A 55 50 9.2% 172 151 13.7%
---- ---- ----- ------ ------ -----
Operating earnings 15 11 27.7% 76 63 20.2%
Amort. of intangibles 4 4 1.3% 12 11 1.6%
Interest, net & other 7 4 54.4% 20 14 42.0%
---- ---- ----- ------ ------ -----
Earnings before tax 4 3 23.7% 45 38 17.9%
Income Taxes 2 1 30.8% 19 16 18.8%
---- ---- ----- ------ ------ -----
Net Earnings $ 2 $ 2 19.2% $ 26 $ 22 17.3%
==== ==== ===== ====== ====== =====
<CAPTION>
As a percentage of Net Sales:
- -----------------------------
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of products sold 81.4% 80.5% 80.5% 80.0%
S, G & A 14.7% 15.9% 13.5% 14.1%
----- ------ ------ ------
Operating earnings 3.9% 3.6% 6.0% 5.9%
Amort. of intangibles 1.0% 1.2% 0.9% 1.1%
Interest, net & other 1.8% 1.3% 1.5% 1.3%
----- ------ ------ ------
Earnings before tax 1.1% 1.1% 3.5% 3.6%
Income Taxes 0.5% 0.4% 1.5% 1.5%
----- ------ ------ ------
Net Earnings 0.6% 0.6% 2.0% 2.1%
===== ====== ====== ======
</TABLE>
Sales for the nine months increased in every channel of distribution, and the
increase was broad-based across each of our three business portfolios:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
--------------------------------- ---------------------------------
1998 1997 % Change 1998 1997 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
Branded $268 $216 24.2% $ 913 $ 756 20.9%
Private Label 92 63 0.1% 231 197 17.0%
Far East 43 38 15.2% 133 120 11.1%
---- ---- ----- ------ ------ -----
Total Net Sales $374 $316 18.3% $1,277 $1,073 19.1%
==== ==== ===== ====== ====== =====
</TABLE>
8
<PAGE> 9
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The business portfolios contributed 72% (Branded), 18% (Private Label), and
10% (Far East) of sales, for the nine months ended January 31, 1998:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
------------------ -----------------
1998 1997 1998 1997
-------- --------- ------- --------
<S> <C> <C> <C> <C>
As a % of total Sales:
----------------------
Branded 71.6% 68.3% 71.5% 70.5%
Private Label 16.8% 19.8% 18.1% 18.4%
Far East 11.6% 11.9% 10.4% 11.2%
------ ------ ------ ------
100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------
</TABLE>
Branded sales for the third quarter were up 24% on the strength of the Sag
Harbor(R), Kathie Lee(R) and Cricket Lane(R) sportswear labels. These gains
were partially offset by a drop in sales of the Specialty store business due
to the continued soft market for the country traditional look at retail, and
continued weakness in the Melrose division. The Branded operations continue
to contribute significantly to total company earnings.
Private Label sales for the third quarter were flat vs. the prior year.
Through the first half of the fiscal year, this portfolio was up 25% vs. the
prior year due to the strength of outerwear sales and the now discontinued
Brittania(R) casual pant business. Operating profits in the Private Label
businesses remain strong.
Far East sales for the third quarter were up 15% vs. the prior year. The
major driver of this growth was the recently secured business with Polo Ralph
Lauren(R) which began shipping in the fourth quarter of fiscal `97.
Operating profits for the Far East businesses have improved significantly.
Cost of Products Sold as a percentage of sales increased both for the quarter
and for the nine month period primarily because the majority of the Company's
sales growth came from businesses and programs yielding gross margins below
the company average.
SG&A expense in the third quarter increased $4.7 million or 9% to $55 million.
Approximately $3.4 million of the year-to-year increase was due to spending
on the Vision 2000 initiative. Except for the Vision 2000 program, SG&A
increased $1.3 million or 3% on an 18% increase in sales as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
------------------------ -----------------------
1998 1997 % Change 1998 1997 % Change
---- ---- -------- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C>
S, G & A excluding
Vision 2000 $50.7 $49.4 2.6% $162.0 $148.7 9.0%
Vision 2000 programs 4.3 0.9 10.2 2.7
----- ----- ------ ------
Total S, G & A $55.0 $50.3 9.2% $172.2 $151.4 13.7%
===== ===== ==== ====== ====== =====
</TABLE>
Operating earnings (defined as net sales less cost of products sold and
selling, general and administrative expenses) increased 27.7% for the quarter
and 20.2% for the nine month period vs. the corresponding periods in the prior
year. The increase in operating earnings was due to increased volume,
partially offset by increased spending this year on the Vision 2000 program.
9
<PAGE> 10
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Last year's margins included the benefit of the $1.9 million (pretax) sale of
certain excess quota rights. Operating earnings as a % of sales for the nine
months ended January 31, 1997 would have been 5.7% without this gain, which
compares to the current year's operating earnings margin of 6.0% for the nine
months ended January 31, 1998.
The increase in interest expense is due primarily to the increase in average
debt and the higher interest rate that resulted from replacing short term
debt with the 20 year debentures (discussed below).
FINANCIAL CONDITION
- -------------------
On October 27, 1997 the Company completed a public debt offering totaling
$150 million. These debentures mature October 15, 2017 and carry a 7.625%
coupon rate. They received investment grade ratings from Moody's and S&P
of Baa3/BBB.
The current ratio increased from 1.7 to 1 at April 30, 1997 and 1.7 to 1 at
January 31, 1997 to 2.6 to 1 at January 31, 1998, primarily due to the use of
debt proceeds to retire short-term Notes Payable. Accounts receivable
increased 21% vs. January 31, 1997, which is slightly ahead of the 18%
increase in sales. This increase was due principally to the growth in the
volume of business the Company does with certain customers which have terms
of sale in excess of the company average and the timing of shipments which
fell heavily in the last two weeks of January. Inventory levels have
increased faster than sales (up 21% vs. January 31, 1997) because of a shift
to more offshore sourcing which results in higher inventories.
Total debt represents 49% of capital at January 31, 1998 vs. 47% at January
31, 1997 and 45% at April 30, 1997. The increased leverage is due to
increased working capital requirements to support the sales growth of 19.1%
vs. the comparable nine-month period in the prior fiscal year. Management
expects total debt as a percent of capital to drop to the 46%-47% range at
the end of the fiscal year (April 30, 1998).
In September 1996, the Board of Directors authorized the Company to repur-
chase from time to time up to 10% of the outstanding shares of its common
stock (approximately 2 million shares) in the open market through privately
negotiated transactions at management's discretion and depending on market
conditions. As of January 31, 1998 the Company had purchased approximately
324,000 shares at a total cost of $5.8 million. The most recent share
purchase under this authorization was in November 1996.
Kellwood maintains a $300 million credit facility agreement of which up to
$200 million can be utilized for short-term loans and up to $200 million can
be utilized for letters of credit provided that the combined utilization does
not exceed $300,000. At January 31, 1998, $167 million was available for future
use. Management believes that the combined operating, cash and equity position
of the Company will continue to provide the capital flexibility necessary to
fund future opportunities and to meet existing obligations.
10
<PAGE> 11
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Year 2000 Compliance
- --------------------
In July 1996 the Company outsourced its Information Systems function to
Electronic Data Systems Corporation (EDS). Together, EDS and Kellwood
employees have completed an assessment of all known potential year 2000
impacts. The Company has developed, and is continuing to develop, plans to
make key operational and financial systems compliant and to ensure
uninterrupted functionality through the year 2000. As part of the Vision
2000 initiative, several new information technologies have been and are being
installed to implement a Consistent Office Environment and to replace several
legacy systems with an Integrated Business Systems. These systems will be
year 2000 compliant. The Company believes that all systems necessary to manage
the business effectively will be replaced, modified or upgraded before the year
2000.
Key trading partners such as customers, suppliers, banks, shipping companies
and insurance companies have been contacted to require them to achieve year
2000 compliance in all potentially impacted business relationships.
The Company is incurring significant business process reengineering and
system replacement expenses as part of the Vision 2000 initiative. As part
of this initiative, most of the company's legacy software that is not
currently year 2000 compliant will be replaced with new systems that are year
2000 compliant. The company believes that the additional costs it will incur
to modify other systems that are not currently year 2000 compliant to bring
them into compliance will not be significant to the Company's financial
results.
OUTLOOK
- -------
Kellwood is into a period of solid internal growth led by the Branded and Far
East businesses. As the retail industry continues to consolidate, Kellwood
is increasingly becoming the vendor of choice for popular-to-moderately
priced women's sportswear, men's woven shirts and other value priced
categories of apparel. Additionally, the Company is benefiting from the
turnaround of certain restructured divisions.
Due to the loss of the Brittania(R) casual pants business (as a result of the
brand being sold to VF Corporation), the Company expects fourth quarter sales
of the Private Label business to be down approximately 10%-12% from the prior
year. Overall, the Company expects sales for the fourth quarter of the
current fiscal year to be up approximately 10% vs. the prior fiscal year.
The Company is investing in its Vision 2000 initiative which will further
enhance the Company's competitive position and ability to continue to gain
market share and improve profitability in the future.
Interest expense will be higher due to the recent $150 million twenty-year
public debt offering. Though management believes that the rate on this debt
(7.625%) is favorable, it is approximately 1.5% higher than the Company was
paying for short-term floating rate debt.
11
<PAGE> 12
PART II. OTHER INFORMATION
---------------------------
KELLWOOD COMPANY
----------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
a) EXHIBITS:
S.E.C. Exhibit
Reference No. Description
-------------- ----------------------------------------
27 Financial Data Schedule, filed herewith.
b) REPORTS ON FORM 8-K:
No reports were filed on Form 8-K during the nine months ended
January 31, 1998.
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KELLWOOD COMPANY
March 13, 1998 /s/ Thomas H. Pollihan
--------------------------------------
Thomas H. Pollihan
Vice President, Secretary and General
Counsel
March 13, 1998 /s/ James C. Jacobsen
--------------------------------------
James C. Jacobsen
Vice Chairman
(Chief Financial Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Kellwood
Company and Subsidiaries Condensed Consolidated Balance Sheet at January 31,
1998, and from the Condensed Consolidated Statement of Earnings and Condensed
Consolidated Statement of Cash Flows for the nine months ended January 31,
1998, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 29,449
<SECURITIES> 0
<RECEIVABLES> 248,861
<ALLOWANCES> 5,852
<INVENTORY> 365,456
<CURRENT-ASSETS> 672,911
<PP&E> 183,799
<DEPRECIATION> 122,258
<TOTAL-ASSETS> 923,635
<CURRENT-LIABILITIES> 263,052
<BONDS> 243,455
<COMMON> 109,037
0
0
<OTHER-SE> 261,505
<TOTAL-LIABILITY-AND-EQUITY> 923,635
<SALES> 1,277,136
<TOTAL-REVENUES> 1,277,136
<CGS> 1,028,679
<TOTAL-COSTS> 1,028,679
<OTHER-EXPENSES> 182,380
<LOSS-PROVISION> 2,214
<INTEREST-EXPENSE> 20,934
<INCOME-PRETAX> 45,143
<INCOME-TAX> 19,000
<INCOME-CONTINUING> 26,143
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,143
<EPS-PRIMARY> 1.22
<EPS-DILUTED> 1.19
</TABLE>
