<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 JANUARY 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-3998
LITTON INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-1775499
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
21240 BURBANK BOULEVARD
WOODLAND HILLS, CALIFORNIA 91367-6675
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 598-5000
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
On February 29, 1996 there were 46,349,951 shares of Common Stock
outstanding.
Page 1 of 12
Exhibit Index appears on Page 10.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
INDEX
REPORT ON FORM 10-Q
FOR QUARTER ENDED JANUARY 31, 1996
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations
Six months ended January 31, 1996 and 1995................. 3
Consolidated Statements of Operations
Three months ended January 31, 1996 and 1995............... 4
Consolidated Balance Sheets
January 31, 1996 and July 31, 1995......................... 5
Consolidated Statements of Cash Flows
Six months ended January 31, 1996 and 1995................. 6
Notes to Consolidated Financial Statements.................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 10
Item 4. Submission of Matters to a Vote of Security Holders........... 10
Item 6. Exhibits and Reports on Form 8-K.............................. 10
Signature................................................................. 12
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 31,
--------------------------
1996 1995
---------- ----------
<S> <C> <C>
Sales and Service Revenues......................................... $1,575,639 $1,483,208
---------- ----------
Costs and Expenses
Cost of sales.................................................... 1,230,620 1,168,754
Selling, general and administrative.............................. 178,708 163,980
Depreciation and amortization.................................... 49,620 46,989
Interest -- net.................................................. 39 1,509
---------- ----------
Total.................................................... 1,458,987 1,381,232
---------- ----------
Earnings before Taxes on Income.................................... 116,652 101,976
Taxes on Income.................................................... (47,244) (41,300)
---------- ----------
Net Earnings............................................. $ 69,408 $ 60,676
========== ==========
Primary Earnings per Share......................................... $ 1.45 $ 1.28
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JANUARY 31,
----------------------
1996 1995
-------- --------
<S> <C> <C>
Sales and Service Revenues............................................ $739,442 $694,430
-------- --------
Costs and Expenses
Cost of sales....................................................... 568,023 537,431
Selling, general and administrative................................. 91,393 85,119
Depreciation and amortization....................................... 25,498 23,597
Interest -- net..................................................... (483) 220
-------- --------
Total....................................................... 684,431 646,367
-------- --------
Earnings before Taxes on Income....................................... 55,011 48,063
Taxes on Income....................................................... (22,281) (19,465)
-------- --------
Net Earnings................................................ $ 32,730 $ 28,598
======== ========
Primary Earnings per Share............................................ $ 0.68 $ 0.60
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
JANUARY 31, JULY 31,
1996 1995
----------- ----------
<S> <C> <C>
ASSETS
Current Assets
Cash and marketable securities................................... $ 133,846 $ 110,696
Accounts receivable, net......................................... 412,292 420,937
Inventories less progress billings............................... 537,948 552,195
Deferred tax assets.............................................. 363,948 362,819
Prepaid expenses................................................. 21,705 18,609
---------- ----------
Total Current Assets..................................... 1,469,739 1,465,256
---------- ----------
Property, Plant and Equipment -- at cost........................... 1,556,833 1,546,264
Less accumulated depreciation.................................... (938,746) (924,425)
---------- ----------
Property, Plant and Equipment, Net................................. 618,087 621,839
---------- ----------
Goodwill and Other Intangibles, Net................................ 240,337 218,283
---------- ----------
Other Assets and Long-term Investments............................. 273,126 254,244
---------- ----------
Total Assets............................................. $2,601,289 $2,559,622
========== ==========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable................................................. $ 677,307 $ 702,897
Payrolls and related expenses.................................... 240,731 238,999
Taxes on income.................................................. 97,681 117,947
Notes payable and current portion of long-term obligations....... 29,441 25,106
Other current liabilities........................................ 250,390 250,174
---------- ----------
Total Current Liabilities................................ 1,295,550 1,335,123
---------- ----------
Long-term Obligations.............................................. 93,272 103,631
---------- ----------
Postretirement Benefit Obligations Other than Pensions............. 206,211 204,883
---------- ----------
Deferred Tax Liabilities........................................... 58,127 51,836
---------- ----------
Other Long-term Liabilities........................................ 120,590 106,006
---------- ----------
Shareholders' Investment
Capital stock
Voting preferred stock -- Series B............................ 2,053 2,053
Common stock.................................................. 46,318 46,182
Additional paid-in capital....................................... 287,538 284,399
Retained earnings................................................ 520,856 451,862
Cumulative currency translation adjustment....................... (29,226) (26,353)
---------- ----------
Total Shareholders' Investment........................... 827,539 758,143
---------- ----------
Total Liabilities and Shareholders' Investment........... $2,601,289 $2,559,622
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 31,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
Cash and cash equivalents at beginning of period....................... $ 60,229 $ 44,526
-------- --------
Cash Was Provided by (Used for)
Operating Activities
Net earnings......................................................... 69,408 60,676
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization..................................... 49,620 46,989
Deferred income tax charge........................................ 27,480 19,884
Decrease in accounts receivable................................... 29,257 50,588
Decrease in inventory............................................. 16,421 22,431
Increase in prepaid expenses...................................... (3,063) (4,241)
Decrease in accounts payable...................................... (46,645) (28,876)
Increase (decrease) in payrolls and related expenses.............. 2,917 (2,751)
Decrease in taxes on income....................................... (22,103) (18,411)
(Decrease) increase in other current liabilities.................. (9,124) 27,089
Other operating activities........................................ (16,145) (10,517)
-------- --------
Cash provided by operating activities.................................. 98,023 162,861
-------- --------
Investing Activities
Purchase of businesses............................................... (43,417) (62,725)
Purchase of capital assets........................................... (31,430) (42,843)
Decrease in other current marketable securities...................... 32,014 3,089
Proceeds from sale of business....................................... -- 16,385
Other investing activities........................................... 1,393 5,880
-------- --------
Cash used for investing activities..................................... (41,440) (80,214)
-------- --------
Financing Activities
Increase (decrease) in short-term obligations, net................... 4,224 (76,272)
Other financing activities........................................... (5,643) (8,660)
-------- --------
Cash used for financing activities..................................... (1,419) (84,932)
-------- --------
Resulting in increase (decrease) in cash and cash equivalents.......... 55,164 (2,285)
-------- --------
Cash and cash equivalents at end of period............................. $115,393 $ 42,241
======== ========
Supplemental disclosure of cash flow information
Interest paid........................................................ $ 2,468 $ 3,273
Net income taxes paid................................................ $ 44,107 $ 36,496
Reconciliation to Consolidated Balance Sheet at January 31, 1996:
Cash and cash equivalents......................................... $115,393
Marketable securities............................................. 18,453
--------
Total cash and marketable securities............................ $133,846
========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JANUARY 31, 1996
1. The amounts included in this report are unaudited; however, in the opinion of
management, all adjustments necessary for a fair statement of results for the
stated periods have been included. These adjustments are of a normal
recurring nature. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. Certain
reclassifications of prior period information were made for comparative
purposes. These interim consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report to Shareholders for the fiscal year ended July 31,
1995. The results of operations for the six months ended January 31, 1996
are not necessarily indicative of operating results for the entire year.
2. The components of inventory balances are summarized below:
<TABLE>
<CAPTION>
JANUARY 31, JULY 31,
1996 1995
----------- ---------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
Raw materials and work in process.............................. $ 905,831 $ 982,830
Finished goods................................................. 36,865 44,565
---------- ----------
942,696 1,027,395
Less progress billings......................................... (404,748) (475,200)
---------- ----------
Net inventories........................................... $ 537,948 $ 552,195
========== ==========
</TABLE>
3. Interest (expense) income is shown below:
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JANUARY 31, JANUARY 31,
------------------- -------------------
1996 1995 1996 1995
------- ------- ------- -------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Interest expense.............................. $(6,442) $(6,224) $(2,598) $(2,624)
Interest income............................... 6,403 4,715 3,081 2,404
------- ------- ------- -------
Net interest (expense)/income............ $ (39) $(1,509) $ 483 $ (220)
======= ======= ======= =======
</TABLE>
4. On February 16, 1996, the Company completed the acquisition, to be accounted
for using the purchase method of accounting, of PRC, Inc. ("PRC") an indirect
wholly-owned subsidiary of The Black & Decker Corporation for a preliminary
purchase price of $425 million in cash. PRC, with revenues of more than $700
million for its fiscal year ended December 31, 1995, is a diversified
information technology company that designs, develops, integrates and
supports computer-based information handling and processing systems and
re-engineers business processes for the U.S. Government, commercial customers
and state and local governments. The allocation of the excess purchase price
over net assets acquired between tangibles, intangibles with a definite life
and intangibles with an indefinite life has not been completed. The unaudited
pro forma amounts presented herein reflect the amortization of this excess
amount over an estimated composite life of 30 years.
On February 8, 1996, the Company entered into a definitive agreement to
acquire Steerage Corp. ("Steerage"), which conducts operations through its
wholly-owned subsidiary Sperry Marine Inc., from an investment partnership
for an estimated 2.2 million shares of Litton Common Stock, plus the
assumption of approximately $57.5 million of Steerage debt and
approximately $7 million of Steerage preferred stock. Promptly following
consummation of the transaction, the Company expects to repay such debt and
retire such preferred stock. Steerage, with revenues of approximately
$145 million for its fiscal year ended December 31, 1995, is a provider of
advanced electronic navigation and guidance systems to commercial and
military customers. The consummation of the transaction is subject to
governmental review and will be accounted for under the pooling of
interests method.
7
<PAGE> 8
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JANUARY 31, 1996
The following table sets forth selected unaudited pro forma information for
the six months ended January 31, 1996 and 1995 as if the combinations had
occurred on August 1, 1994. The results for six months ended January 31, 1996
and 1995 incorporate results of PRC and Steerage for the six months ended
December 31, 1995 and 1994, respectively. The pro forma amounts are not
necessarily indicative of what the results of operations would have been if
the combinations had occurred on August 1, 1994. Additionally, they may not be
indicative of future results of operations.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 31,
---------------------------
1996 1995
------------ ----------
(THOUSANDS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Sales and Service Revenues.................................... $ 2,054,719 $1,955,001
Net Earnings.................................................. $ 74,983 $ 66,179
Primary Earnings per Share.................................... $ 1.50 $ 1.33
</TABLE>
8
<PAGE> 9
PART I. FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company reported sales of $739.4 million and $1.58 billion for the
second quarter and six months ended January 31, 1996, representing improvements
of 6% compared with the corresponding amounts for the prior year's periods of
$694.4 million and $1.48 billion, respectively. Operating profit improved to
$68.0 million and $142.1 million for the current year's periods compared with
$60.4 million and $128.8 million for the corresponding periods of the prior
year.
The Advanced Electronics segment reported sales and operating profit of
$389.9 million and $32.6 million for the second quarter of fiscal year 1996,
compared with $378.0 million and $29.4 million, respectively, for the previous
year's second quarter. Sales and operating profit for the six months of the
current fiscal year were $790.6 million and $63.3 million, compared with $740.9
million and $57.8 million, respectively, for the six months of fiscal year 1995.
The improvements were primarily attributable to acquisitions completed during
fiscal year 1995. Subsequent to the end of the second quarter, the Company
completed the acquisitions of PRC (see Note 4) and TELDIX GmbH, a European
defense electronics firm. These acquisitions will enhance this segment's ability
to provide more comprehensive services. Backlog for this segment was $1.78
billion at January 31, 1996 compared to $1.75 billion at July 31, 1995. The
Marine Engineering and Production segment reported sales and operating profit of
$286.2 and $29.0 million for the second quarter of the current fiscal year
compared with $259.5 million and $25.1 million for the second quarter of fiscal
year 1995. The respective amounts for the six-month periods were $657.9 million
and $65.9 million compared with $632.0 million and $60.7 million. The improved
results were attributable to increased construction activities on four Aegis
guided missile destroyers currently under construction and two multipurpose
amphibious assault ships. A fifth Aegis guided missile destroyer, nearing
completion, is scheduled to be delivered in the third quarter of fiscal year
1996. Backlog for this segment at January 31, 1996 was $3.64 billion, including
the award in December 1995 by the U.S. Navy to build a seventh multipurpose
amphibious assault ship and the two additional Aegis guided missile destroyers
awarded in fiscal year 1995. Backlog at July 31, 1995 was $3.31 billion. The
Interconnect Products segment also contributed with improved results as strong
demand for its electronics-related products continued during the six months
ended January 31, 1996.
The Company completed the first half of the fiscal year with $133.8 million
in cash and marketable securities, compared with $110.7 million at July 31,
1995. Cash flow from operations provided the funds for working capital needs and
for the acquisition of the Inertial Systems Business Unit of Hughes Electronics
Corp.'s Delco Systems Operation in the second quarter. In connection with the
acquisition of PRC on February 16, 1996, the Company borrowed $400 million under
the existing revolving credit agreement with various banks at an interest rate
of 5.5125%. The Company has filed a Prospectus Supplement dated March 6, 1996 to
a 1991 Registration Statement (No. 33-44684) on Form S-3 to issue debentures
which will be used to reduce the indebtedness under the revolving credit
agreement.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 20, 1995, a jury trial began in the United States District
Court for the Central District of California in the antitrust suit filed by
Litton Systems, Inc. ("Litton") against Honeywell, Inc. ("Honeywell"). Litton
alleged injury to its Aero Products Division Ring Laser Gyroscope-based Inertial
Reference System business resulting from Honeywell's monopolization of the sale
of inertial reference systems for large commercial air transport, commuter and
business aircraft. Litton sought damages for injury to its business as well as
injunctive relief. On February 29, 1996, the jury rendered a partial verdict in
favor of Litton against Honeywell. The jury's verdict, which is subject to post
trial motions and, when entered, is subject to appeal, is in the amount of $234
million and will be trebled by law to $702 million. The Company's consolidated
financial statements as of January 31, 1996 do not reflect any amount that may
result from the resolution of this matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant's 1995 Annual Meeting of Shareholders was held on December
7, 1995 in Beverly Hills, California.
Proxies for the meeting were solicited on behalf of the Board of Directors
of the Company. There was no solicitation in opposition to the Board of
Directors' nominees for election of directors as listed in the Company's
definitive Proxy Statement dated October 27, 1995. All of the nominees were
elected as follows:
<TABLE>
<CAPTION>
NOMINEE FOR WITHHELD
-------------------- ---------- --------
<S> <C> <C>
Alton J. Brann 39,997,346 346,381
Michael R. Brown 40,000,403 343,324
Joseph T. Casey 39,910,510 433,217
Carol B. Hallett 39,984,166 359,561
Thomas B. Hayward 39,975,488 368,239
Orion L. Hoch 39,916,946 426,781
David E. Jeremiah 39,983,047 360,680
Rudolph E. Lang, Jr. 39,894,493 449,234
Robert H. Lentz 39,909,891 433,836
John M. Leonis 40,000,939 342,788
William P. Sommers 39,984,400 359,327
C. B. Thornton, Jr. 40,004,936 338,791
</TABLE>
In addition to electing directors, the shareholders voted to ratify the
appointment of Deloitte & Touche LLP as independent auditors by the following
votes: 40,245,019 shares "for", 51,940 shares "against", and 46,768 shares
"abstain".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11: Statement of Computation of Earnings per Share included
herein on page 11.
Exhibit 27: Financial Data Schedule.
(b) Reports on Form 8-K: There were no reports on Form 8-K filed during the
second quarter ended January 31, 1996.
10
<PAGE> 11
EXHIBIT 11
LITTON INDUSTRIES, INC. AND SUBSIDIARY COMPANIES
PRIMARY EARNINGS PER SHARE AND
FULLY DILUTED EARNINGS PER SHARE
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JANUARY 31, JANUARY 31,
------------------------- -------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Earnings available for common shares and
common stock equivalent shares deemed to
have a dilutive effect:
Earnings................................ $ 69,408 $ 60,676 $ 32,730 $ 28,598
Provision for cash dividends on
preferred stock (Series B)........... (410) (410) (205) (205)
---------- ---------- ---------- ----------
Net earnings available for common shares
and common stock equivalent shares deemed
to have a dilutive effect................ $ 68,998 $ 60,266 $ 32,525 $ 28,393
========== ========== ========== ==========
Primary earnings per share................ $ 1.45 $ 1.28 $ 0.68 $ 0.60
========== ========== ========== ==========
FULLY DILUTED EARNINGS PER SHARE
Net earnings available for common shares
and common stock equivalent shares deemed
to have a dilutive effect................ $ 68,998 $ 60,266 $ 32,525 $ 28,393
========== ========== ========== ==========
Fully diluted earnings per share.......... $ 1.45 $ 1.28 $ 0.68 $ 0.60
========== ========== ========== ==========
Shares used in primary earnings per share
computation
Weighted average common shares
outstanding (net of treasury
shares).............................. 46,239,696 45,962,572 46,270,081 45,977,672
Common stock equivalents................ 1,250,579 1,163,489 1,292,852 1,152,740
---------- ---------- ---------- ----------
Total common shares and common stock
equivalent shares deemed to have a
dilutive effect...................... 47,490,275 47,126,061 47,562,933 47,130,412
========== ========== ========== ==========
Shares used in fully diluted earnings per
share computation
Total common shares and common stock
equivalent shares deemed to have a
dilutive effect...................... 47,490,275 47,126,061 47,562,933 47,130,412
Additional potentially dilutive
securities (equivalent in common
stock):
Stock options....................... 154,451 -- 95,453 --
---------- ---------- ---------- ----------
Total........................... 47,644,726 47,126,061 47,658,386 47,130,412
========== ========== ========== ==========
</TABLE>
11
<PAGE> 12
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.
LITTON INDUSTRIES, INC.
(Registrant)
By /s/ CAROL A. WIESNER
------------------------------
Carol A. Wiesner
Vice President and Controller
(Chief Accounting Officer)
March 12, 1996
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT JANUARY 31, 1996 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JANUARY 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JAN-31-1996
<CASH> 115,393
<SECURITIES> 18,453
<RECEIVABLES> 412,292
<ALLOWANCES> 0
<INVENTORY> 537,948
<CURRENT-ASSETS> 1,469,739
<PP&E> 1,556,833
<DEPRECIATION> 938,746
<TOTAL-ASSETS> 2,601,289
<CURRENT-LIABILITIES> 1,295,550
<BONDS> 93,272
0
2,053
<COMMON> 46,318
<OTHER-SE> 779,168
<TOTAL-LIABILITY-AND-EQUITY> 2,601,289
<SALES> 1,575,639
<TOTAL-REVENUES> 1,575,639
<CGS> 1,230,620
<TOTAL-COSTS> 1,230,620
<OTHER-EXPENSES> 49,620
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> 116,652
<INCOME-TAX> 47,244
<INCOME-CONTINUING> 69,408
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69,408
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.45
</TABLE>
