===============================================================================
UNITED STATES
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 FEBRUARY 29, 1996
Commission File Number: 1-6643
LENNAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-1281887
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NORTHWEST 107TH AVENUE, MIAMI, FLORIDA 33172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 559-4000
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 [ ]
Common shares outstanding as of the end of the current fiscal quarter:
Common 25,901,927
Class B Common 9,985,731
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
LENNAR CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
February 29, November 30,
1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
HOMEBUILDING, INVESTMENT AND FINANCIAL SERVICES:
Homebuilding and investment assets:
Cash and cash equivalents $ 13,057 21,870
Receivables, net 91,715 70,202
Inventories:
Construction in progress and model homes 242,429 199,774
Land held for development 378,117 304,630
---------- ---------
Total inventories 620,546 504,404
Land held for investment 74,708 72,976
Operating properties and equipment, net 217,555 189,341
Investments in and advances to partnerships 115,232 114,240
Other assets 51,945 40,792
Financial services assets 349,076 353,809
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets - homebuilding, investment and financial services 1,533,834 1,367,634
- ------------------------------------------------------------------------------------------------------------------------------------
LIMITED-PURPOSE FINANCE SUBSIDIARIES - COLLATERAL FOR BONDS AND NOTES PAYABLE 71,319 74,728
- ------------------------------------------------------------------------------------------------------------------------------------
$1,605,153 1,442,362
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
HOMEBUILDING, INVESTMENT AND FINANCIAL SERVICES:
Homebuilding and investment liabilities:
Accounts payable and accrued liabilities $ 120,420 114,833
Customer deposits 14,937 14,441
Income taxes:
Currently payable 12,939 12,219
Deferred 40,372 42,611
Mortgage notes and other debts payable 456,030 336,633
Financial services liabilities 268,282 243,191
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities - homebuilding, investment and financial services 912,980 763,928
- ------------------------------------------------------------------------------------------------------------------------------------
LIMITED-PURPOSE FINANCE SUBSIDIARIES - BONDS AND NOTES PAYABLE 67,331 70,640
- ------------------------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 2,590 2,588
Class B common stock 999 999
Additional paid-in capital 171,151 170,586
Retained earnings 444,184 427,851
Unrealized gain on securities available-for-sale, net 5,918 5,770
- ------------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 624,842 607,794
- ------------------------------------------------------------------------------------------------------------------------------------
$1,605,153 1,442,362
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
LENNAR CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended
February 29, February 28,
1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Homebuilding $ 174,882 138,427
Investment 31,561 28,555
Financial services 18,362 12,131
Limited-purpose finance subsidiaries 1,719 2,070
- ------------------------------------------------------------------------------------------------------------------------------------
Total revenues 226,524 181,183
- ------------------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Homebuilding 160,924 127,117
Investment 15,391 13,253
Financial services 11,428 8,258
Limited-purpose finance subsidiaries 1,716 2,064
Corporate general and administrative 2,970 2,456
Interest 5,894 3,433
- ------------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 198,323 156,581
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 28,201 24,602
INCOME TAXES 10,998 9,595
- ------------------------------------------------------------------------------------------------------------------------------------
NET EARNINGS $ 17,203 15,007
- ------------------------------------------------------------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING 36,205 36,037
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NET EARNINGS PER SHARE $ .48 .42
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CASH DIVIDENDS PER COMMON SHARE $ .025 .025
- ------------------------------------------------------------------------------------------------------------------------------------
CASH DIVIDENDS PER CLASS B COMMON SHARE $ .0225 .0225
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
LENNAR CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended
February 29, February 28,
1996 1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 17,203 15,007
Adjustments to reconcile net earnings to net cash provided by (used in) operating
activities:
Depreciation and amortization 3,006 2,782
Equity in earnings of partnerships (13,365) (9,258)
Gains on sales of other real estate (477) --
Decrease in deferred income taxes (2,239) (634)
Changes in assets and liabilities, net of effect of acquisition:
Decrease (increase) in receivables (1,909) 6,197
Increase in inventories (15,273) (12,969)
Decrease in financial services' loans held for sale or disposition 25,491 18,801
Decrease in accounts payable and accrued liabilities (9,835) (13,677)
Other, net 1,307 2,649
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,909 8,898
- ------------------------------------------------------------------------------------------------------------------------------------
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to operating properties and equipment (11,794) (5,137)
Decrease in investments in and advances to partnerships 15,355 6,764
Increase in financial services' loans held for investment (3,648) (1,925)
Purchase of investment securities (26,675) --
Receipts from investment securities 12,365 --
Acquisition of business (108,500) --
Other, net (1,203) 1,628
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (124,100) 1,330
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement 90,400 55,100
Net borrowings (repayments) under financial services' short-term debt 11,273 (16,928)
Mortgage notes and other debts payable:
Proceeds from borrowings 23,047 1,539
Principal payments (15,858) (56,990)
Limited-purpose finance subsidiaries:
Principal reduction of mortgage loans and other receivables 3,548 4,071
Principal reduction of bonds and notes payable (3,449) (3,716)
Common stock:
Issuance 569 526
Dividends (872) (870)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 108,658 (17,268)
- ------------------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (11,533) (7,040)
Cash and cash equivalents at beginning of quarter 30,243 17,942
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of quarter $ 18,710 10,902
- ------------------------------------------------------------------------------------------------------------------------------------
Summary of cash and cash equivalent balances:
Homebuilding and investment $ 13,057 7,491
Financial services 5,653 3,411
- ------------------------------------------------------------------------------------------------------------------------------------
$ 18,710 10,902
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Supplemental disclosures of cash flow information:
Cash paid for interest, net of amounts capitalized $ 6,832 4,297
Cash paid for income taxes $ 12,422 6,018
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
LENNAR CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(1) BASIS OF CONSOLIDATION
The accompanying consolidated condensed financial statements include
the accounts of Lennar Corporation and all wholly-owned subsidiaries (the
"Company"). All significant intercompany transactions and balances have been
eliminated. The Company's investments in partnerships are accounted for by the
equity method. The financial statements have been prepared by management without
audit by independent public accountants and should be read in conjunction with
the November 30, 1995 audited financial statements in the Company's Annual
Report on Form 10-K for the year then ended. However, in the opinion of
management, all adjustments (consisting of normal recurring adjustments)
necessary for fair presentation of the accompanying consolidated condensed
financial statements have been made.
(2) BUSINESS SEGMENTS
The Company has three business segments: Homebuilding, Investment and
Financial Services. The limited-purpose finance subsidiaries are not considered
a business segment.
Homebuilding operations include the construction and sale of
single-family and multi-family homes. These activities also include the
purchase, development and sale of residential land.
The Investment Division is involved in the development, management and
leasing, as well as the acquisition and sale, of commercial and residential
properties and land. This division also participates in and manages partnerships
with financial institutions. Since 1994, this division has been acquiring, at a
discount, issues of the unrated portion of debt securities which are
collateralized by real estate loans. The division has only invested in
securities in which it is the special servicer on behalf of all the certificate
holders of the security. The division earns interest on these investments as
well as fees for the special servicing activities.
Financial services activities are conducted primarily through Lennar
Financial Services, Inc. ("LFS") and five subsidiaries: Universal American
Mortgage Company, AmeriStar Financial Services, Inc., Universal Title Insurors,
Inc., Lennar Capital Corporation and TitleAmerica Insurance Corporation. These
companies arrange mortgage financing, title insurance and closing services for
Lennar homebuyers and others; acquire, package and resell home mortgage loans;
and perform mortgage loan servicing activities. This division also invests in
issues of rated portions of commercial real estate mortgage-backed securities
for which Lennar's Investment Division is the special servicer and an investor
in the unrated portion of those securities.
The limited-purpose finance subsidiaries of LFS have placed mortgages
and other receivables as collateral for various long-term financings. These
limited-purpose finance subsidiaries are not considered a part of the financial
services operations and are reported separately.
(3) ACQUISITION
On December 29, 1995, the Company purchased the assets and operations
of the residential business of Friendswood Development Company, the real estate
subsidiary of Exxon Corporation, for $108.5 million in cash, subject to certain
post-closing adjustments. The Company financed this transaction through
borrowings under its existing revolving credit agreement. The acquisition of
these assets and operations have been accounted for using the purchase method of
accounting.
4
<PAGE>
(4) NET EARNINGS PER SHARE
Net earnings per share is calculated by dividing net earnings by the
weighted average number of the total of common shares, Class B common shares and
common share equivalents outstanding during the period.
(5) RESTRICTED CASH
Cash includes restricted deposits of $2.5 million and $3.1 million as
of February 29, 1996 and November 30, 1995, respectively. These balances are
comprised primarily of escrow deposits held related to condominium purchases and
security deposits from tenants of commercial and apartment properties.
(6) FINANCIAL SERVICES
The assets and liabilities related to the Company's financial services
operations (as described in Note 2) are summarized as follows:
<TABLE>
<CAPTION>
(Unaudited)
February 29, November 30,
(IN THOUSANDS) 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Loans held for sale or disposition, net $ 98,358 123,842
Investment securities available-for-sale 160,047 141,832
Loans and mortgage-backed securities
held for investment, net 46,915 43,506
Investments in and advances to partnerships 24,319 27,301
Cash and receivables, net 11,106 14,416
Other 8,331 2,912
-----------------------------------------------------------------------------------------
$ 349,076 353,809
-----------------------------------------------------------------------------------------
Liabilities:
Notes and other debts payable $ 246,428 228,488
Other 21,854 14,703
-----------------------------------------------------------------------------------------
$ 268,282 243,191
-----------------------------------------------------------------------------------------
</TABLE>
(7) SUMMARY OF NONCASH INVESTING AND FINANCIAL ACTIVITIES
During the first quarter of 1996, the Company acquired commercial
mortgage-backed securities for $37.8 million. Of this amount, $26.7 million was
paid in cash and the balance of $11.1 million was financed by the sellers. Also
in 1996, the Company acquired a commercial property for $26.1 million, of which
$8.7 million was paid in cash and the Company assumed a $17.4 million mortgage.
(8) RECLASSIFICATIONS
Certain prior year amounts in the consolidated condensed financial
statements have been reclassified to conform with the current period
presentation.
5
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
(1) MATERIAL CHANGES IN RESULTS OF OPERATIONS.
OVERVIEW
Net earnings for the three months ended February 29, 1996 were $17.2
million compared to $15.0 million for the same period in 1995. The increase in
1996 was due to higher operating earnings from the Homebuilding, Investment and
Financial Services Divisions which were partially offset by higher interest
expense and corporate general and adminstrative expenses.
HOMEBUILDING
The following tables set forth selected financial and operational
information related to the Homebuilding Division for the periods indicated
(unaudited):
<TABLE>
<CAPTION>
Three Months Ended
(DOLLARS IN THOUSANDS, EXCEPT February 29, February 28,
AVERAGE SALES PRICES) 1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Sales of homes $169,396 132,973
Other 5,486 5,454
- --------------------------------------------------------------------------------------
Total revenues 174,882 138,427
COSTS AND EXPENSES:
Cost of homes sold 138,135 106,870
Cost of other revenues 2,756 4,461
Selling, general and administrative 20,033 15,786
- --------------------------------------------------------------------------------------
Total costs and expenses 160,924 127,117
- --------------------------------------------------------------------------------------
OPERATING EARNINGS $ 13,958 11,310
- --------------------------------------------------------------------------------------
Gross profit - home sales $ 31,261 26,103
Gross profit percentage 18.5% 19.6%
S,G&A as a percentage of homebuilding revenues 11.5% 11.4%
Average sales price $144,000 139,100
- --------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF HOME AND BACKLOG DATA
Three Months Ended
February 29, February 28,
DELIVERIES 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Florida 760 699
Arizona 126 110
Texas 290 147
-----------------------------------------------------------------------------------------
1,176 956
=========================================================================================
NEW ORDERS
-----------------------------------------------------------------------------------------
Florida 832 709
Arizona 185 92
Texas 428 156
-----------------------------------------------------------------------------------------
1,445 957
=========================================================================================
BACKLOG - HOMES
-----------------------------------------------------------------------------------------
Florida 1,389 1,332
Arizona 361 220
Texas 524 152
-----------------------------------------------------------------------------------------
2,274 1,704
-----------------------------------------------------------------------------------------
BACKLOG - DOLLAR VALUE (in thousands) $336,755 244,615
=========================================================================================
</TABLE>
Homebuilding revenues in the three-month period ended February 29, 1996
were $174.9 million, compared to $138.4 million during the same period of 1995.
Homebuilding revenues were higher in the first quarter of 1996 due to a higher
number of home deliveries and an increase in the average sales price. New home
deliveries for the 1996 three-month period were 1,176 compared to 956 for the
same period of 1995. The average sales price of a home delivered during the
three-month period ended February 29, 1996 was $144,000 compared to $139,100 for
the corresponding period of the prior year. The higher average sales price was
due to a proportionately greater number of sales of higher-priced homes, price
increases for existing products, as well as the acquisition of Village Builders
(the homebuilding operation of Friendswood Development Company).
The Company added 203 homes to backlog when it acquired Village
Builders and new orders increased 51% during the quarter to 1,445 (including 217
from Village Builders) compared to 957 new orders taken in the first quarter of
1995.
The gross profit percentages from the sales of homes were 18.5% in the
first quarter of 1996, compared to 19.6% in the corresponding period of last
year. This decrease was primarily attributable to an increase in costs related
to the mix of homes delivered.
Selling, general and administrative expenses in the Homebuilding
Division were $20.0 million and $15.8 million, respectively, in the three months
ended February 29, 1996 and during the same period of 1995. As a percentage of
homebuilding revenues, selling, general and administrative expenses increased
slightly from 11.4% in the first quarter of 1995 to 11.5% in the first quarter
of 1996. The increase in expenses was primarily the result of the acquisition of
Friendswood Development Company and additional expenses associated with the
increased sales revenues.
7
<PAGE>
At February 29, 1996, the Company had approximately $337 million (2,274
homes) of sales contracts in backlog, as compared to $245 million (1,704 homes)
at the end of the same period a year ago. The increase in the backlog was
attributable to the acquisition of Village Builders as well as the increase in
new orders during the quarter.
INVESTMENT
The following table presents the selected financial data related to the
Investment Division for the periods indicated (unaudited):
<TABLE>
<CAPTION>
Three Months Ended
February 29, February 28,
(IN THOUSANDS) 1996 1995
-----------------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Rental income $ 13,412 12,938
Equity in earnings of partnerships 9,174 9,258
Management fees 4,330 2,623
Sales of other real estate 2,109 1,400
Other 2,536 2,336
-----------------------------------------------------------------------------------
Total revenues 31,561 28,555
COST OF SALES AND EXPENSES 15,391 13,253
-----------------------------------------------------------------------------------
OPERATING EARNINGS $ 16,170 15,302
-----------------------------------------------------------------------------------
</TABLE>
Investment Division revenues increased to $31.6 million in the first
quarter of 1996, compared to $28.6 million in the same period of 1995. Operating
earnings from the Investment Division increased to $16.2 million in the first
three months of fiscal 1996 from $15.3 million in the corresponding period of
1995. The increase in revenues and operating earnings was mainly attributable to
increases in management fees and rental income. Management fees increased
primarily as a result of incentive fees received from the partnerships managed
by the division. Rental income on operating properties increased primarily as a
result of the acquisition of an additional commercial property during the first
quarter of 1996.
FINANCIAL SERVICES
The following table presents the selected financial data related to the
Financial Services Division for the periods indicated (unaudited):
<TABLE>
<CAPTION>
Three Months Ended
February 29, February 28,
(DOLLARS IN THOUSANDS) 1996 1995
----------------------------------------------------------------------------------
<S> <C> <C>
REVENUES $ 18,362 12,131
COSTS AND EXPENSES 11,428 8,258
INTERCOMPANY INTEREST EXPENSE 140 570
----------------------------------------------------------------------------------
OPERATING EARNINGS $ 6,794 3,303
----------------------------------------------------------------------------------
Dollar volume of mortgages originated $ 153,868 127,100
----------------------------------------------------------------------------------
Number of mortgages originated 1,305 1,200
----------------------------------------------------------------------------------
Principal balance of servicing portfolio $ 3,362,332 3,415,382
----------------------------------------------------------------------------------
Number of loans serviced 43,720 45,300
----------------------------------------------------------------------------------
Operating earnings of the Financial Services Division increased to $6.8
million in the first quarter of 1996, compared to $3.3 million in the same
period of last year. This increase was attributable to approximately $500
thousand in additional operating earnings contributions from the division's
traditional mortgage banking and title operations, as well as an increase of
approximately
8
<PAGE>
$3 million in operating earnings from the division's investment in commercial
mortgage-backed securities, commercial loans and partnerships.
INTEREST EXPENSE
Interest expense during the three-month period ended February 29, 1996
was $5.9 million, compared to $3.4 million in the corresponding period of the
prior year. The increase in interest expense was the result of higher debt
levels, as well as an increase in the number of homes delivered which increased
the amount of previously capitalized interest charged to expense. Previously
capitalized interest charged to expense during the first quarters of 1996 and
1995 was $4.1 million and $3.4 million, respectively.
(2) MATERIAL CHANGES IN FINANCIAL CONDITION.
During the three months ended February 29, 1996, $3.9 million in cash
was provided by the Company's operations, compared to $8.9 million during the
corresponding period of the prior year. Sources of cash flow from operations in
1996 consisted primarily of net earnings and a $25.5 million decrease in loans
held for sale or disposition by the Company's Financial Services Division. These
sources of cash were partially offset by the use of $15.3 million to increase
inventories.
In the fiscal 1995 period, sources of cash flow from operations
consisted primarily of net earnings, an $18.8 million decrease in loans held
for sale or disposition by the Company's Financial Services Division and a $6.2
million decrease in receivables. These sources of cash were partially offset by
the use of $13.7 million to reduce accounts payable and accrued liabilities and
$13.0 million to increase inventories.
Cash used in investing activities was $124.1 million in the first
quarter of 1996, compared to $1.3 million provided in the first quarter of 1995.
The use of cash in the 1996 quarter was primarily due to the $108.5 million
acquisition of the assets and operations of Friendswood Development Company,
$11.8 million used to acquire operating properties and $26.7 million used to
purchase investment securities (commercial mortgage-backed securities) by both
the Investment and Financial Services Divisions. These uses of cash were
partially offset by $15.4 million of cash provided by the Company's investments
in partnerships. In the 1995 period, the primary source of cash was $6.8 million
provided by the Company's investments in partnerships, partially offset by $5.1
million used to acquire operating properties.
At February 29, 1996 the Company had two unsecured revolving credit
agreements: a five year commitment of $310 million and a one-year commitment of
$100 million. In March 1996, the two agreements were replaced by a new five-year
commitment of $450 million. Certain Financial Services Division subsidiaries are
co-borrowers under this facility and at February 29, 1996 their borrowings under
this agreement amounted to $49.5 million. The total amount outstanding under the
Company's revolving credit agreement at February 29, 1996 was $261.6 million.
9
<PAGE>
PART II OTHER INFORMATION
ITEMS 1-3. NOT APPLICABLE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The following matters were resolved by vote at the April 2,
1996 annual meeting of stockholders of Lennar Corporation:
The following members of the Board of Directors were
re-elected to hold office until 1999:
Stuart A. Miller
Steven J. Saiontz
Other directors whose term of office continued after the
meeting:
Robert B. Cole
James W. McLamore
Arnold P. Rosen
Charles I. Babcock, Jr.
Irving Bolotin
Leonard Miller
ITEM 5. NOT APPLICABLE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
(27) Financial Data Schedule.
(b) Reports on Form 8-K: Registrant was not required to file,
and has not filed, a Form 8-K during the quarter for which
this report is being filed.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LENNAR CORPORATION
(Registrant)
Date: APRIL 12, 1996 /s/ ALLAN J. PEKOR
--------------- ------------------------------
Allan J. Pekor
Financial Vice President
Chief Financial Officer
Date: APRIL 12, 1996 /s/ JAMES T. TIMMONS
-------------- ------------------------------
James T. Timmons
Controller
Chief Accounting Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> FEB-29-1996
<CASH> 13,057
<SECURITIES> 0
<RECEIVABLES> 91,715
<ALLOWANCES> 0
<INVENTORY> 620,546
<CURRENT-ASSETS> 725,318
<PP&E> 255,567
<DEPRECIATION> (38,012)
<TOTAL-ASSETS> 1,605,153
<CURRENT-LIABILITIES> 148,296
<BONDS> 769,789
0
0
<COMMON> 3,589
<OTHER-SE> 621,253
<TOTAL-LIABILITY-AND-EQUITY> 1,605,153
<SALES> 169,396
<TOTAL-REVENUES> 226,524
<CGS> 138,135
<TOTAL-COSTS> 156,282
<OTHER-EXPENSES> 36,147
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,894
<INCOME-PRETAX> 28,201
<INCOME-TAX> 10,998
<INCOME-CONTINUING> 17,203
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,203
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
