<PAGE> 1
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 September 26, 1997
------------------
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission File Number 1-9548
------
The Timberland Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0312554
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 Domain Drive, Stratham, New Hampshire 03885
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
----------------------------
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 November 3, 1997, 8,745,090 shares of the registrant's Class A Common Stock
were outstanding and 2,605,432 shares of the registrant's Class B Common Stock
were outstanding.
<PAGE> 2
THE TIMBERLAND COMPANY
FORM 10-Q
TABLE OF CONTENTS
Page(s)
-------
Independent Accountants' Report 1
PART I FINANCIAL INFORMATION (unaudited)
Condensed Consolidated Balance Sheets -
September 26, 1997 and December 31, 1996 2-3
Condensed Consolidated Statements of Income -
For the three and nine months ended September 26, 1997
and September 27, 1996 4
Condensed Consolidated Statements of Cash Flows -
For the nine months ended September 26, 1997 and
September 27, 1996 5
Notes to Condensed Consolidated Financial Statements 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II OTHER INFORMATION 11
<PAGE> 3
Form 10-Q
Page 1
INDEPENDENT ACCOUNTANTS' REPORT
To the Stockholders and Board of Directors of
The Timberland Company:
We have reviewed the accompanying condensed consolidated balance sheet of The
Timberland Company and subsidiaries as of September 26, 1997, and the related
condensed consolidated statements of income for the three-month and nine-month
periods ended September 26, 1997 and September 27, 1996, and the related
condensed consolidated statements of cash flows for the nine-month periods ended
September 26, 1997 and September 27, 1996. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Timberland Company and
subsidiaries as of December 31, 1996, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended (not presented herein); and, in our report dated February 5, 1997, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1996, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
Deloitte & Touche LLP
Boston, Massachusetts
October 14, 1997
<PAGE> 4
Form 10-Q
Page 2
PART I FINANCIAL INFORMATION
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 26, December 31,
1997 1996
------------- ------------
<S> <C> <C>
Current assets
Cash and equivalents $ 37,485 $ 93,336
Accounts receivable, net of allowance for doubtful
accounts of $5,416 at September 26, 1997 and $3,540 165,589 100,556
at December 31, 1996
Inventories 168,790 159,058
Prepaid expenses 9,603 9,351
Deferred and refundable income taxes 15,148 9,167
-------- --------
Total current assets 396,615 371,468
-------- --------
Property, plant and equipment 112,342 103,650
Less accumulated depreciation and amortization (63,860) (54,666)
-------- --------
Net property, plant and equipment 48,482 48,984
-------- --------
Excess of cost over fair value of net assets
acquired, net 21,323 22,587
Other assets, net 4,270 6,547
-------- --------
$470,690 $449,586
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
Form 10-Q
Page 3
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 26, December 31,
1997 1996
-------- --------
<S> <C> <C>
Current liabilities
Current maturities of long-term debt $ 27,000 $ 17,778
Accounts payable 29,324 21,348
Accrued expenses
Payroll and related 21,333 15,173
Interest and other 43,879 35,753
Income taxes payable 25,961 11,813
-------- --------
Total current liabilities 147,497 101,865
-------- --------
Long-term debt, less current maturities 120,000 171,676
Deferred income taxes 8,564 10,685
Stockholders' equity
Preferred stock, $.01 par value; 2,000,000 shares authorized;
none issued - -
Class A Common Stock, $.01 par value (1 vote per share);
30,000,000 shares authorized; 8,735,793 shares issued
at September 26, 1997 and 8,430,998 shares at December 31, 1996 87 84
Class B Common Stock, $.01 par value (10 votes per share);
convertible into Class A shares on a one-for-one basis;
15,000,000 shares authorized; 2,605,432 shares issued at
September 26, 1997 and 2,736,302 shares at December 31, 1996 26 27
Additional paid-in capital 65,169 61,806
Retained earnings 130,410 100,600
Cumulative translation adjustment (950) 2,963
Less treasury stock at cost, 17,369 shares at September 26,
1997 and 18,369 shares at December 31, 1996 (113) (120)
-------- --------
194,629 165,360
-------- --------
$470,690 $449,586
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
Form 10-Q
Page 4
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
------------------------ ------------------------
Sept 26, Sept 27, Sept 26, Sept 27,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue $274,699 $227,547 $557,563 $468,879
Cost of goods sold 168,058 144,246 337,453 299,472
-------- -------- -------- --------
Gross profit 106,641 83,301 220,110 169,407
-------- -------- -------- --------
Operating expenses
Selling 52,242 40,357 126,865 106,574
General and administrative 13,691 11,250 37,260 32,837
Amortization of goodwill 422 421 1,264 1,263
-------- -------- -------- --------
Total operating expenses 66,355 52,028 165,389 140,674
-------- -------- -------- --------
Operating income 40,286 31,273 54,721 28,733
-------- -------- -------- --------
Other expense (income)
Interest expense 3,438 4,856 11,568 15,143
Other, net 1,195 243 567 (116)
-------- -------- -------- --------
Total other expense 4,633 5,099 12,135 15,027
-------- -------- -------- --------
Income before income taxes 35,653 26,174 42,586 13,706
-------- -------- -------- --------
Provision for income taxes 10,696 9,273 12,776 4,660
-------- -------- -------- --------
Net income $ 24,957 $ 16,901 $ 29,810 $ 9,046
======== ======== ======== ========
Earnings per share $ 2.11 $ 1.51 $ 2.55 $ .81
======== ======== ======== ========
Weighted average shares outstanding and share
equivalents 11,807 11,169 11,703 11,185
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 7
Form 10-Q
Page 5
THE TIMBERLAND COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the
Nine Months Ended
-----------------------
Sept 26, Sept 27,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 29,810 $ 9,046
Adjustments to reconcile net income
to net cash used by operating activities:
Deferred income taxes (8,103) 1
Depreciation and amortization 15,420 15,189
Increase (decrease) in cash from changes in working
capital items:
Accounts receivable (64,816) (57,458)
Inventories (11,981) (12,169)
Prepaid expenses (425) 2,678
Accounts payable 8,421 4,875
Accrued expenses 15,080 17,766
Income taxes 14,322 7,508
-------- --------
Net cash used by operating activities (2,272) (12,564)
-------- --------
Cash flows from investing activities:
Proceeds from sale of equipment - 681
Additions to property, plant and equipment, net (11,626) (7,864)
Other, net (2,538) 40
-------- --------
Net cash used by investing activities (14,164) (7,143)
-------- --------
Cash flows from financing activities:
Payments on long-term debt (42,454) (545)
Issuance of common stock 3,372 739
-------- --------
Net cash provided (used) by financing activities (39,082) 194
-------- --------
Effect of exchange rate changes on cash (333) (200)
-------- --------
Net decrease in cash and equivalents (55,851) (19,713)
Cash and equivalents at beginning of period 93,336 38,389
-------- --------
Cash and equivalents at end of period $ 37,485 $ 18,676
======== ========
Supplemental disclosures of cash flow information:
Interest paid $ 8,749 $ 9,312
Income tax (refund) paid 5,812 (2,853)
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 8
Form 10-Q
Page 6
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in Thousands Except Per Share Data)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain the adjustments necessary to
present fairly the Company's financial position, results of operations
and changes in cash flows for the interim periods presented. Such
adjustments consisted of normal recurring items. The unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. The results of operations for the three and nine months ended September
26, 1997 are not necessarily indicative of the results to be expected
for the full year. Historically, the Company's revenue has been more
heavily weighted to the second half of the year.
3. Inventories consist of the following (in thousands):
September 26, 1997 December 31, 1996
------------------ -----------------
Raw materials $ 9,780 $ 9,770
Work-in-process 6,421 3,979
Finished goods 152,589 145,309
-------- --------
$168,790 $159,058
======== ========
4. Earnings Per Share
Earnings per share are computed using the weighted average number of
common shares outstanding and share equivalents during each period, in
accordance with Accounting Principles Board Opinion No. 15, "Earnings
per Share."
In February 1997, the Financial Accounting Standards Board Issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"), which will become effective during the fourth
quarter of 1997. Had SFAS 128 been in effect for 1997, basic earnings
per share for the three and nine month periods ended September 26, 1997
and September 27, 1996 would have been $2.20 and $2.65 per share and
$1.52 and $.82 per share, respectively.
On a diluted basis, earnings per share for the three and nine month
periods ended September 26, 1997 and September 27, 1996 would have been
the same as reported earnings per share.
5. Legal Proceedings
The Company is involved in various litigation and legal matters which
have arisen in the ordinary course of business. Management believes
that the ultimate resolution of any existing matter will not have a
material adverse effect on the Company's consolidated financial
statements.
The Company and two of its officers and directors have been named as
defendants in two actions filed in the United States District Court for
<PAGE> 9
Form 10-Q
Page 7
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in Thousands Except Per Share Data)
5. Legal Proceedings (continued)
the District of New Hampshire. The plaintiffs allege that the
defendants violated federal securities laws by making material
misstatements and omissions in certain of the Company's public filings
and statements in 1994. On July 9, 1997, the parties filed a
Stipulation and Agreement of Compromise, Settlement and Release (the
"Stipulation") with the United States District Court for its approval.
On July 31, 1997, the United States District Court entered an order
preliminarily approving the Stipulation. At this time, management does
not expect the outcome of such litigation to have a material adverse
effect on the Company's consolidated financial position, results of
operations or cash flows.
<PAGE> 10
Form 10-Q
Page 8
THE TIMBERLAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
RESULTS OF OPERATIONS
THIRD QUARTER 1997 COMPARED WITH THIRD QUARTER 1996
Revenue for the third quarter of 1997 was $274.7 million, an increase of $47.2
million, or 20.7%, compared with the $227.5 million reported in the third
quarter of 1996.
Domestic revenue for the third quarter of 1997 was $197.7 million, an increase
of $39.3 million, or 24.8%, from the same period in 1996. The increase primarily
was attributable to footwear unit volume growth, particularly in performance,
classic boots and kids footwear products.
International revenue for the third quarter of 1997 was $77.0 million, an
increase of $7.9 million, or 11.4% compared with the third quarter of 1996. The
increase primarily was attributable to footwear unit volume growth particularly
in performance and kids footwear products.
Footwear revenue for the third quarter of 1997 was $210.8 million, an increase
of $40.7 million, or 23.9%, from the same period in 1996. The increase was
primarily attributable to the increased unit volume discussed above. The average
selling price of footwear for the third quarter of 1997 declined compared with
the same period in 1996 due to a greater proportion of kids footwear products.
Revenue attributable to apparel and accessories increased $6.0 million, or
10.6%, to $61.9 million in the third quarter of 1997, compared with the same
period in 1996. The increase was primarily due to increased unit volume. The
average selling price of apparel and accessories declined for the third quarter
of 1997 compared with the same period in 1996.
Worldwide revenue from Company owned retail and factory stores for the third
quarter of 1997 was $47.8 million, representing 17.4% of total revenue, compared
with $46.1 million, or 20.3%, for the third quarter of 1996. Total domestic
retail and factory store sales increased 1.1%, compared with the same period in
1996; however comparable domestic retail and factory store sales declined 6.0%.
Gross profit as a percentage of revenue for the third quarter of 1997 was 38.8%,
up 2.2 points from 36.6% for the third quarter of 1996. The improvement in gross
margin was due primarily to a greater proportion of higher margin footwear
products, fewer off-price sales and continuing reductions in sales returns,
allowances and markdowns.
Operating expenses were $66.4 million in the third quarter of 1997, up $14.3
million, or 27.5%, from the $52.0 million reported in the third quarter of 1996.
Operating expenses as a percentage of revenue for the third quarter of 1997
increased to 24.2% from 22.9% for the third quarter of 1996. The increase
compared with the prior year period was primarily attributable to increased
selling expense to support increased sales volume on increased investment in
marketing the Timberland(R) brand and in continuing to build a footwear product
development organization.
Interest expense for the third quarter of 1997 decreased by $1.4 million to $3.4
million from the comparable period in 1996, due to a reduction in long-term
debt.
<PAGE> 11
Form 10-Q
Page 9
NINE MONTHS ENDED SEPTEMBER 26, 1997 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
27, 1996
Revenue for the first nine months of 1997 was $557.6 million, an increase of
$88.7 million, or 18.9%, from the $468.9 million for the comparable period in
1996.
Domestic revenue for the first nine months of 1997 was $389.3 million, an
increase of $79.7 million, or 25.7%, from the same period in 1996. The increase
primarily was attributable to the same factors cited for the increase in the
third quarter of 1997 compared with the third quarter of 1996.
International revenue for the first nine months of 1997 was $168.3 million, an
increase of $9.0 million, or 5.6%, from the same period in 1996.
Footwear revenue for the first nine months of 1997 was $416.3 million, an
increase of $65.9 million, or 18.8%, from the same period in 1996. Revenue
attributable to apparel and accessories for the first nine months of 1997 was
$135.4 million, an increase of $21.6 million, or 19.0%, from the same period in
1996. The increase in both footwear and apparel and accessories was primarily
due to increased unit volume.
Worldwide revenue from Company owned retail and factory stores for the first
nine months of 1997 was $110.0 million, representing 19.7% of total revenue,
compared with $96.6 million, or 20.6%, for the first nine months of 1996. Total
domestic retail and factory store sales increased 9.3% for the first nine
months of 1997 compared with the same period in 1996; however comparable
domestic retail and factory store sales declined 1.5%.
Gross profit as a percentage of revenue for the first nine months of 1997 was
39.5%, compared with 36.1% for the comparable period in 1996. This improvement
was attributable to the same factors cited for the percentage increase in the
third quarter of 1997 compared with the third quarter of 1996.
Operating expenses for the first nine months of 1997 increased by $24.7 million
to $165.4 million from $140.7 million for the comparable period in 1996. The
increase compared with the prior year was primarily attributable to increased
selling expenses to support the higher sales volume, increased investments in
marketing the Timberland(R) brand and in continuing to build a footwear product
development organization, and with respect to general and administrative
expenses, the expansion of European operations.
Interest expense for the first nine months of 1997 was $11.6 million, a decrease
of $3.6 million from the comparable period in 1996, due to a reduction in
long-term debt.
The effective tax rate for the first nine months of 1997 was 30%, compared with
a tax rate of 34% for the same period last year. The decrease was attributable
to a relative increase in Puerto Rican sourced income, which is subject to a
lower tax rate than the U.S. Federal rate.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operations during the first nine months of 1997 was $2.3 million
compared with $12.6 million used during the same period in 1996. Accounts
receivable increased $ 65.0 million and inventory increased $9.7 million from
year end 1996. Days sales outstanding at September 26, 1997 were 54 days
compared with 60 days at September 27, 1996. Wholesale days sales outstanding
decreased to 62 days at September 26, 1997 from 70 days at September 27, 1996.
Inventories were $168.8 million at September 26, 1997, a $24.0 million, or 12.4%
decline from September 27, 1996. Inventory turns were 3.5 times for the third
quarter of 1997, compared with 2.8 times for the third quarter of 1996.
During the first nine months of 1997, $14.2 million of cash was used in
investing activities compared with $7.1 million used during the same period in
1996. Capital expenditures for the first nine months of 1997 were $11.6 million,
compared with $7.9 million for the same period in 1996. During the first nine
months of 1997, $39.1 million of cash was used by financing activities compared
with $.2 million of cash provided in the first nine months of 1996. The increase
in cash used by financing activities was primarily due to the Company's
prepayment of $35.0 million of unsecured notes and $5.3 million of Industrial
Revenue Bonds. On March 21, 1997, the Company's revolving credit agreement was
amended to increase the amount of senior notes the Company may prepay in any
year from $10 million to $55 million. The Company intends to prepay an
additional $20.0 million of long-term debt in 1997 and has classified the
prepayment in current maturities at September 26, 1997.
The Company has available unsecured revolving and committed lines of credit as
sources of financing for its seasonal and other working capital requirements.
The Company's debt to capital ratio was 43.0% at September 26, 1997, compared
with 53.4% at December 31, 1996 and 57.6% at September 27, 1996.
<PAGE> 12
Form 10-Q
Page 10
As discussed in note 5 to the condensed consolidated financial statements, on
July 31, 1997, the United States District Court entered an order preliminarily
approving the Stipulation and Agreement of Compromise, Settlement and Release
filed by the parties on July 9, 1997. At this time, management does not expect
the outcome of such litigation to have a material adverse effect on the
Company's consolidated financial position, results of operations or cash flows.
Management believes that the Company's capital needs for 1997 will be met
through its existing credit facilities and cash flows from operations without
the need for additional permanent financing. However, as discussed in an exhibit
to the Company's Form 10-K for the year ended December 31, 1996, entitled
"Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995", several risks and uncertainties could
cause the Company to need to raise additional capital through equity and/or debt
financing. The availability and terms of any such financing would be subject to
prevailing market conditions and other factors at that time.
NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share", ("SFAS 128"),
which will become effective during the fourth quarter of 1997. SFAS 128 will
require the Company to restate all previously reported earnings per share
information to conform with the new pronouncement's requirements.
<PAGE> 13
Form 10-Q
Page 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the litigation filed on December 12, 1994 against
the Company and two of its officers and directors, disclosed in Item 3
of the Company's Form 10-K for the year ended December 31, 1996 and
Item 1 of the Company's Forms 10-Q for the fiscal quarters ended March
28, 1997 and June 27, 1997. On July 9, 1997, the parties filed a
Stipulation and Agreement of Compromise, Settlement and Release with
the United States District Court for the District of New Hampshire for
its approval. On July 31, 1997, the United States District Court
entered an order preliminarily approving the Stipulation. At this time,
management does not expect the outcome of such litigation to have a
material adverse effect on the Company's consolidated financial
position, results of operations or cash flows.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
during the period covered by this report.
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.
The Timberland Company
-----------------------------------
(Registrant)
Date: November 10, 1997 /s/ Geoffrey J. Hibner
------------------ -----------------------------------
Geoffrey J. Hibner
Senior Vice President -
Finance and Administration
and Chief Financial Officer
Date: November 10, 1997 /s/ Dennis W. Hagele
----------------- -----------------------------------
Dennis W. Hagele
Vice President Finance
and Corporate Controller
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 26, 1997 AND THE
CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER
26, 1997 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> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-26-1997
<CASH> 37,485
<SECURITIES> 0
<RECEIVABLES> 171,005
<ALLOWANCES> 5,416
<INVENTORY> 168,790
<CURRENT-ASSETS> 396,615
<PP&E> 112,342
<DEPRECIATION> (63,860)
<TOTAL-ASSETS> 470,690
<CURRENT-LIABILITIES> 147,497
<BONDS> 120,000
0
0
<COMMON> 113
<OTHER-SE> 194,516
<TOTAL-LIABILITY-AND-EQUITY> 470,690
<SALES> 557,563
<TOTAL-REVENUES> 557,563
<CGS> 337,453
<TOTAL-COSTS> 337,453
<OTHER-EXPENSES> 1,264
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,568
<INCOME-PRETAX> 42,568
<INCOME-TAX> 12,776
<INCOME-CONTINUING> 29,810
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,810
<EPS-PRIMARY> 2.55
<EPS-DILUTED> 0
</TABLE>
