<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
For Quarter Ended March 31, 1995 Commission File Number 0-12591
-------------- -------
CARDINAL HEALTH, INC.
---------------------
(Formerly known as Cardinal Distribution, Inc.)
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
---- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
655 METRO PLACE SOUTH, SUITE 925, DUBLIN, OHIO 43017
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (614) 761-8700
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 Registrant's Common Shares outstanding at April 28, 1995
was as follows:
common shares, without par value ("Class A Common Shares") 41,929,453
<PAGE> 2
Page 2 of 13
CARDINAL HEALTH, INC.
AND SUBSIDIARIES
Index
<TABLE>
<S> <C> <C>
Page No.
Part I. Financial Information:
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets at March 31, 1995 and
June 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Earnings for the Three and Nine Months
Ended March 31, 1995 and March 31, 1994 . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the Nine Months
Ended March 31, 1995 and March 31, 1994 . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9
Part II. Other Information:
-----------------
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 10-13
</TABLE>
<PAGE> 3
Page 3 of 13
PART I. FINANCIAL INFORMATION
CARDINAL HEALTH, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
March 31, 1995 June 30, 1994
-------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 3,909 $ 54,941
Marketable securities 36,801
Trade receivables 523,460 340,911
Merchandise inventories 1,086,235 868,210
Prepaid expenses and other 27,959 23,062
---------- ----------
Total current assets 1,678,364 1,287,124
Property and equipment - at cost: 157,319 119,375
Accumulated depreciation and amortization (79,224) (59,346)
---------- ----------
Property and equipment - net 78,095 60,029
Other assets 71,717 48,449
---------- ----------
Total $1,828,176 $1,395,602
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable - banks $ 117,000 $ 25,000
Current portion of long-term obligations 2,160 2,929
Accounts payable 865,171 705,702
Other accrued liabilities 108,342 82,411
---------- ----------
Total current liabilities 1,092,673 816,042
Long-term obligations - less current portion 210,161 210,086
Other liabilities 980
Shareholders' equity:
Common Shares-without par value 343,510 255,458
Retained earnings 188,894 120,399
Common Shares in treasury, at cost (3,790) (3,390)
Unamortized restricted stock awards (3,272) (3,973)
---------- ----------
Total shareholders' equity 525,342 368,494
---------- ----------
Total $1,828,176 $1,395,602
========== ==========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE> 4
Page 4 of 13
CARDINAL HEALTH, INC.
AND SUBSIDIARIES
Consolidated Statements of Earnings
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------------ ------------------------------------
March 31, March 31, March 31, March 31,
1995 1994 1995 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $1,987,973 $1,510,674 $5,792,523 $4,199,913
Cost of products sold 1,861,269 1,412,303 5,449,987 3,940,455
---------- ---------- ---------- ----------
Gross margin 126,704 98,371 342,536 259,458
Selling, general and
administrative expenses (76,488) (61,531) (222,489) (169,942)
Unusual item - merger
costs (35,880) (35,880)
---------- ---------- ---------- ----------
Operating earnings 50,216 960 120,047 53,636
Other income (expense):
Interest expense (6,443) (5,255) (14,689) (13,793)
Other, net 772 441 2,938 2,702
---------- ---------- ---------- ----------
Earnings (loss) before
income taxes 44,545 (3,854) 108,296 42,545
Provision for income
taxes (18,639) (5,076) (45,488) (24,056)
---------- ---------- ---------- ----------
Net earnings (loss) 25,906 (8,930) 62,808 18,489
Preferred dividends
declared/accretion (166) (1,205)
---------- ---------- ---------- ----------
Earnings (loss) available
for Common Shares $ 25,906 $ (9,096) $ 62,808 $ 17,284
========== ========== ========== ==========
Earnings (loss) per
Common Share:
Primary $ 0.61 $ (0.23) $ 1.50 $ 0.44
Fully Diluted $ 0.61 $ (0.23) $ 1.49 $ 0.44
Weighted average
number of Common
Shares outstanding:
Primary 42,722 39,630 41,999 39,316
Fully diluted 42,722 39,630 42,072 39,395
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE> 5
Page 5 of 13
CARDINAL HEALTH, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
March 31, March 31,
1995 1994
-------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 62,808 $ 18,489
Adjustments to reconcile net earnings to net cash
used in operations:
Depreciation and amortization 15,417 12,319
Provision for bad debts 5,879 5,372
Change in operating assets and liabilities
net of effects from acquisitions:
Increase in trade receivables (133,473) (65,554)
Increase in merchandise inventories (173,461) (273,361)
Increase in accounts payable 67,661 89,038
Other operating items - net 6,447 15,193
--------- ---------
Net cash used in operating activities (148,722) (198,504)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary, net of cash acquired (15,784)
Proceeds from sale of property and equipment 952
Additions to property and equipment (21,588) (7,389)
Purchase of marketable securities (144,628) (115,241)
Proceeds from sale of marketable securities 107,827 187,229
--------- ---------
Net cash provided by (used in) investing activities (74,173) 65,551
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of short-term borrowings of an acquired
subsidiary (5,226)
Net short-term borrowing activity 92,000 92,300
Reduction of long-term obligations (3,698) (91,774)
Proceeds from long-term obligations 100,000
Proceeds from issuance of Common Shares 71,237 403
Income tax credited to shareholders' equity 16,362
Dividends on common and preferred shares and cash paid
in lieu of fractional shares (3,638) (3,036)
Redemption of preferred stock (20,400)
Purchase of treasury shares (400) (200)
Debenture conversion costs charged to shareholders' equity (13)
--------- ---------
Net cash provided by financing activities 171,863 72,054
--------- ---------
NET DECREASE IN CASH AND EQUIVALENTS (51,032) (60,899)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 54,941 61,210
--------- ---------
CASH AND EQUIVALENTS AT END OF YEAR $ 3,909 $ 311
========= =========
Supplemental Disclosure of Noncash Investing & Financing Activities:
Debentures converted to Common Shares $ 74,920
Unamortized debenture offering costs charged
to Common Shares (1,767)
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE> 6
Page 6 of 13
CARDINAL HEALTH, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. The consolidated financial statements of the Company include the
accounts of all majority-owned subsidiaries and all significant
intercompany amounts have been eliminated. The consolidated
financial statements have been prepared to give retroactive effect to
the pooling-of-interests business combination with Whitmire
Distribution Corporation ("Whitmire") on February 7, 1994 (see Note
3). The term "Cardinal," as used herein, refers to Cardinal Health,
Inc. and its subsidiaries prior to the Whitmire Merger.
The consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q, and include all of the
information and disclosures required by generally accepted accounting
principles for interim reporting. In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included.
These consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and related notes
of the Company contained in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1994.
Note 2. Earnings per Common Share are based on the weighted average number of
Common Shares outstanding during each period and the dilutive effect
of stock options and warrants from the date of grant computed using
the treasury stock method.
The Company paid a 25% stock dividend on June 30, 1994, to effect a
five-for-four split of the Company's Common Shares. All share and
per share amounts included in the consolidated financial statements
have been adjusted to reflect this stock split.
Note 3. On January 27, 1994, shareholders of Cardinal and Whitmire approved
and adopted the Agreement and Plan of Reorganization dated October
11, 1993 (the "Reorganization Agreement"), pursuant to which Cardinal
Merger Corp., a wholly owned subsidiary of Cardinal, was merged with
and into Whitmire effective February 7, 1994. In the merger, which
was accounted for as a pooling-of-interests business combination,
holders of outstanding Whitmire common stock received an aggregate of
approximately 6,802,000 Class A Common Shares and approximately
1,861,000 Class B common shares, both without par value, in exchange
for all of the previously outstanding common stock of Whitmire. In
addition, Whitmire's outstanding stock options were converted into
options to purchase an aggregate of approximately 1,721,000
additional Class A Common Shares pursuant to the terms of such
options and the Reorganization Agreement.
Note 4. In the three-month period ended March 31, 1994, the Company recorded
a nonrecurring charge to reflect the estimated Whitmire merger costs
of approximately $35.9 million ($28.2 million of net tax). The
merger costs included (a) fees and other transaction costs related
to the combination, and (b) other nonrecurring costs expected to be
incurred in connection with the integration of Cardinal's and
Whitmire's business operations. The estimated costs included
approximately $7 million for investment banking, legal, accounting,
and other related transactions fees associated with the combination;
$13 million for corporate restructuring and distribution
rationalization; $6 million for integration of information systems;
and $2 million for restructuring Whitmire's revolving credit
agreement. Of these costs, approximately $7 million pertained to the
revaluation of certain operating assets and $2 million pertained to
employee relocation, retraining and termination costs. At March 31,
1995, the Company had incurred actual costs aggregating approximately
$24.3 million, including approximately $12.6 million incurred in the
nine months ended March 31, 1995. The Company's current estimates of
the merger costs ultimately to be incurred are not materially
different than the amounts originally recorded.
<PAGE> 7
Page 7 of 13
The net earnings and earnings per Common Share (on both a
primary and fully diluted basis), adjusted on a pro forma basis to
reflect the elimination of the merger costs discussed above and the
redemption of Whitmire's preferred stock pursuant to the terms of the
Reorganization Agreement (see Note 3), would have been $19,228,000 and
$0.49, respectively, for the three months ended March 31, 1994 and
$46,397,000 and $1.18, respectively, for the nine months ended March
31, 1994. Such redemption is assumed to have been funded from the
liquidation of investments in tax-exempt marketable securities.
Note 5. On July 1, 1994, the Company purchased all of the common stock of
Humiston-Keeling, Inc., a Calumet City, Illinois-based wholesale drug
distributor, in a transaction accounted for by the purchase method.
Had the purchase occurred at the beginning of Fiscal 1994, operating
results on a pro forma basis would not have been significantly
different.
Note 6. On July 18, 1994, the Company issued Class A Common Shares in
exchange for all of the common shares of Behrens Inc., a Waco, Texas-
based wholesale drug distributor, in a transaction accounted for as a
pooling-of-interests business combination. The impact of the Behrens
combination, on both an historical and pro forma basis, is not
significant. Accordingly, prior periods have not been restated for
the Behrens combination.
Note 7. On September 26, 1994, 8,050,000 of the Company's Common Shares were
sold pursuant to a public offering. Approximately 1,867,000 Common
Shares (the "New Shares") were sold by the Company, and approximately
6,183,000 Common Shares (the "Existing Shares") were sold by certain
shareholders of the Company. Net proceeds received by the Company of
approximately $70 million from the sale of the New Shares were used
to finance working capital growth and for other general corporate
purposes. The Company did not receive any of the proceeds from the
sale of the Existing Shares.
<PAGE> 8
Page 8 of 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis presented below has been prepared
to give retroactive effect to the pooling-of-interests business combination
with Whitmire on February 7, 1994 (see Note 3 of "Notes to Consolidated
Financial Statements"). The discussion and analysis presented below is
concerned with material changes in financial condition and results of
operations for the Company's consolidated balance sheets as of March 31, 1995,
and June 30, 1994, and for the consolidated statements of earnings for the
three and nine-month periods ended March 31, 1995 and March 31, 1994. Unless
indicated to the contrary for purposes of this discussion, all references to
"1995" and "1994" shall mean the Company's fiscal years ending June 30, 1995
and June 30, 1994, respectively.
NET SALES. Net sales increased 32% for the third quarter of 1995, and
38% for the nine-month period ended March 31, 1995, compared to the same
periods last year. The increases in the third quarter and nine-month periods
were due to internal business growth of 23% and 28%, respectively, and sales
resulting from the acquisitions of Humiston-Keeling, Inc. (see Note 5 of "Notes
to Consolidated Financial Statements") and Behrens Inc. (see Note 6 of "Notes
to Consolidated Financial Statements"). The internal business growth resulted
primarily from increased sales to existing customers and the addition of new
customers, reflective of the Company's national distribution capability.
GROSS MARGIN. As a percentage of net sales, gross margin declined to
6.37% in the third quarter of 1995 from 6.51% in the third quarter of 1994.
The gross margin percentage for the nine-month period declined to 5.91% versus
6.18% last year. The decreases in the gross margin percentage in both the
third quarter and nine-month period were primarily due to lower selling margin
rates, reflecting a more competitive market and a shift in the customer base
from one comprised predominantly of retail independent pharmacies to one that
is a more balanced mix of retail independent, retail chain, and
hospital/managed care pharmacies. This shift in customer base has allowed the
Company to offer lower selling margins through a lower cost of distribution and
better asset management. The decrease in the gross margin percentage resulting
from this shift in customer base was partially offset by increased sales of
higher margin generic pharmaceuticals and the continued development of
marketing programs with manufacturers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses improved as a percentage of net sales to 3.85% in the
third quarter and 3.84% for the nine-month period of 1995 versus 4.07% and
4.05%, respectively, for the same periods in the prior year. The improvements
are due primarily to economies associated with the Company's significant sales
growth, particularly with major customers where support costs are generally
lower, and to productivity improvements, including the consolidation of
distribution centers and the ongoing modernization of existing facilities.
UNUSUAL ITEM. In the three-month period ended March 31, 1994, the
Company recorded a nonrecurring charge to reflect the estimated Whitmire merger
costs of approximately $35.9 million ($28.2 million net of tax). (See Note 4
of "Notes to Consolidated Financial Statements").
LIQUIDITY AND CAPITAL RESOURCES. Working capital increased to $585.7
million at March 31, 1995 from $471.1 million at June 30, 1994, and included
increased investments in merchandise inventories and trade receivables of
$218.0 million and $182.5 million, respectively, offset primarily by increases
in accounts payable and notes payable - banks of $159.5 million and $92.0
million, respectively, and a decrease in cash and equivalents and marketable
securities of $14.2 million. The increases in merchandise inventories, accounts
payable and notes payable - banks and the decrease in cash and equivalents and
marketable securities reflect the timing of seasonal purchases and related
payments and the acquisitions of Humiston-Keeling and Behrens. The increase in
trade receivables was due primarily to internal business growth (see "Net
Sales" above) and the acquisitions of Humiston-Keeling and Behrens (see Notes 5
and 6 of "Notes to Consolidated Financial Statements").
In fiscal 1993, the Company recorded a restructuring charge of $13.7
million, primarily related to the closing of certain non-core operations and
rationalization, standardization and improvement of selected distribution
operations, information systems and support functions. At March 31, 1995,
approximately $1.9 million relating to this charge remains unexpended. The
Company anticipates that this remaining amount will be expended by June 30,
1995. The Company's current estimate of the restructuring charges ultimately
to be incurred is not materially different than the amount originally recorded.
<PAGE> 9
Page 9 of 13
Shareholders' equity increased to $525.3 million at March 31, 1995
from $368.5 million at June 30, 1994 due primarily to (a) the issuance of
approximately 1,867,000 of the Company's Common Shares pursuant to a public
offering (see Note 7 of "Notes to Consolidated Financial Statements"), (b) net
earnings of approximately $62.8 million for the nine months ended March 31,
1995, (c) the recording of tax benefits related to the exercise of stock
options of approximately $16.4 million, and (d) the addition of Behrens
shareholders' equity of approximately $9.8 million at July 18, 1994 (the date
of the pooling-of-interests business combination) (see Note 6 of "Notes to
Consolidated Financial Statements"), offset primarily by dividends paid by the
Company of approximately $3.6 million.
The Company has line-of-credit arrangements with various bank sources
aggregating $310 million, of which $100 million is represented by committed
line-of-credit arrangements. The amount outstanding under such arrangements as
of March 31, 1995 was $117.0 million.
On May 6, 1993, the Company filed with the Securities and Exchange
Commission a Registration Statement for the public offering, from time-to-time,
of its debt securities (the "Existing Debt Securities") issuable in one or more
series in an aggregate principal amount not to exceed $150 million. On
February 23, 1994, the Company sold $100 million of 6.5% Notes due 2004, the
net proceeds of which were used for general corporate purposes, including the
repayment of bank lines of credit incurred as part of the Whitmire Merger. At
March 31, 1995, $50 million of the Existing Debt Securities remain issuable.
On January 10, 1995, the Company filed with the Securities and
Exchange Commission a Registration Statement for the public offering, from
time-to-time, of an additional $150 million of its debt securities (the "New
Debt Securities"). As of April 28, 1995, the Registration Statement for the
public offering of the New Debt Securities had not yet been declared effective
by the Securities and Exchange Commission.
The Company believes that it has adequate resources at its disposal to
meet currently anticipated capital expenditures, routine business growth and
expansion, and current and projected debt service, including the additional
liquidity and capital requirements associated with recent business combinations
(See Notes 3, 5 and 6 of "Notes to Consolidated Financial Statements").
<PAGE> 10
Page 10 of 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In November 1993, Cardinal and Whitmire were each named as defendants
in a series of purported class action antitrust lawsuits which were later
consolidated and transferred by the Judicial Panel for Multi District
Litigation to the United States District Court for the Northern District of
Illinois (the "Brand Name Prescription Drug Litigation"). Subsequent to the
consolidation, a new consolidated complaint ("amended complaint") was filed
which included allegations that the wholesaler defendants, including Cardinal
and Whitmire, conspired with manufacturers to inflate prices by using a
chargeback pricing system. Cardinal and Whitmire have filed an answer denying
the allegations in the amended complaint. In addition to the federal court
case described above, Whitmire has been named as a defendant in a series of
state court cases alleging similar claims under various state laws regarding
the sale of Brand Name Prescription Drugs.
Effective October 26, 1994, the Company entered into a Judgment
Sharing Agreement in the Brand Name Prescription Drug Litigation with other
wholesaler and pharmaceutical manufacturer defendants. Under the Judgment
Sharing Agreement: (a) the manufacturer defendants agreed to reimburse the
wholesaler defendants for litigation costs incurred, up to an aggregate of $9
million; and (b) if a judgment is entered into against both manufacturers and
wholesalers, the total exposure for joint and several liability of the Company
is limited to the lesser of 1% of such judgment or one million dollars. In
addition, the Company has released any claims which it might have had against
the manufacturers for the claims presented by the plaintiffs in the Brand Name
Prescription Drug Litigation. The Judgment Sharing Agreement covers the
federal court litigation as well as the cases which have been filed in various
state courts. On December 15, 1994, the plaintiffs filed a motion to declare
the Judgment Sharing Agreement unenforceable. On April 10, 1995, the court
denied that motion and ruled that the Judgment Sharing Agreement is valid and
enforceable. The plaintiffs filed a motion for reconsideration of the court's
April 10, 1995 ruling, and the court denied that motion and reaffirmed its
earlier decision on April 24, 1995.
The Company believes that both the federal and state court allegations
against Cardinal and Whitmire are without merit, and it intends to contest such
allegations vigorously. The Company does not believe that the outcome of these
lawsuits will have a material adverse effect on the Company's financial
condition or results of operations.
Item 6. Exhibits and Reports on Form 8-K.
(a) Listing of Exhibits:
Exhibit 11.01 Computation of Fully Diluted Earnings Per Share
Exhibit 27.01 Financial Data Schedule
(b) Reports on Form 8-K: None
<PAGE> 11
Page 11 of 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.
CARDINAL HEALTH, INC.
Date: May 2, 1995 By: /s/ Robert D. Walter
------------------------------------
Robert D. Walter
Chairman and Chief Executive Officer
By: /s/ David Bearman
------------------------------------
David Bearman
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE> 1
Page 12 of 13
Exhibit 11.01
CARDINAL HEALTH, INC.
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------------- --------------------------------
March 31, March 31, March 31, March 31,
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
FULLY DILUTED
Average shares
outstanding 41,865 36,361 40,889 35,045
Net effect of dilutive
stock options and
warrants based on the
treasury stock method
using the higher of the
average or end of period
market price 857 3,269 1,183 4,350
------- ------- ------- -------
Total 42,722 39,630 42,072 39,395
======= ======= ======= =======
Earnings (loss) available
for Common Shares $25,906 $(9,096) $62,808 $17,284
======= ======= ======= =======
Earnings (loss) per
Common Share $ 0.61 $ (0.23) $ 1.49 $ 0.44
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> MAR-31-1995
<CASH> 3,909
<SECURITIES> 36,801
<RECEIVABLES> 550,599
<ALLOWANCES> (27,139)
<INVENTORY> 1,086,235
<CURRENT-ASSETS> 1,678,364
<PP&E> 157,319
<DEPRECIATION> (79,224)
<TOTAL-ASSETS> 1,828,176
<CURRENT-LIABILITIES> 1,092,673
<BONDS> 210,161
<COMMON> 343,510
0
0
<OTHER-SE> 181,832
<TOTAL-LIABILITY-AND-EQUITY> 1,828,176
<SALES> 5,792,523
<TOTAL-REVENUES> 5,792,523
<CGS> (5,449,987)
<TOTAL-COSTS> (5,449,987)
<OTHER-EXPENSES> (222,489)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (14,689)
<INCOME-PRETAX> 108,296
<INCOME-TAX> 45,488
<INCOME-CONTINUING> 62,808
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,808
<EPS-PRIMARY> $1.50
<EPS-DILUTED> $1.49
</TABLE>
