<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended July 29, 1995
Commission file number 1-10259
WABAN INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0109661
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mercer Road
Natick, Massachusetts 01760
(Address of principal executive offices) (Zip Code)
(508) 651-6500
(Registrant's telephone number, including area code)
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 shares of Registrant's common stock outstanding as of August 26,
1995: 32,929,435
<PAGE>
<TABLE>
PART I FINANCIAL INFORMATION
WABAN INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Thirteen Weeks Ended
----------------------
July 29, July 30,
1995 1994
---------- ----------
(In Thousands Except
Per Share Amounts)
<S> <C> <C>
Net sales $1,051,882 $ 951,804
--------- ---------
Cost of sales, including buying and occupancy costs 891,278 808,356
Selling, general and administrative expenses 116,966 104,787
Interest on debt and capital leases (net) 3,631 4,001
--------- ---------
Total expenses 1,011,875 917,144
--------- ---------
Income before income taxes 40,007 34,660
Provision for income taxes 15,603 13,518
--------- ---------
Net income $ 24,404 $ 21,142
========= =========
Net income per common share (see Exhibit 11 for
detailed computations):
Primary $ 0.74 $ 0.63
========= =========
Fully diluted $ 0.68 $ 0.59
========= =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
WABAN INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Twenty-Six Weeks Ended
-----------------------
July 29, July 30,
1995 1994
---------- ----------
(In Thousands Except
Per Share Amounts)
<S> <C> <C>
Net sales $1,936,337 $1,772,644
--------- ---------
Cost of sales, including buying and occupancy costs 1,646,831 1,512,091
Selling, general and administrative expenses 228,294 203,895
Interest on debt and capital leases (net) 7,658 7,033
--------- ---------
Total expenses 1,882,783 1,723,019
--------- ---------
Income before income taxes 53,554 49,625
Provision for income taxes 20,886 19,354
--------- ---------
Net income $ 32,668 $ 30,271
========= =========
Net income per common share (see Exhibit 11 for
detailed computations):
Primary $ 0.98 $ 0.91
========= =========
Fully diluted $ 0.92 $ 0.86
========= =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
WABAN INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
July 29, January 28, July 30,
1995 1995 1994
----------- ----------- -----------
(Dollars In Thousands)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 39,406 $ 65,040 $ 122,733
Marketable securities 68,741 63,933 -
Accounts receivable 46,613 51,875 53,479
Merchandise inventories 534,538 512,619 527,033
Current deferred income taxes 35,842 34,460 33,581
Prepaid expenses 17,804 8,992 17,250
--------- --------- ---------
Total current assets 742,944 736,919 754,076
--------- --------- ---------
Property at cost:
Land and buildings 333,247 289,781 253,162
Leasehold costs and improvements 75,110 72,874 59,938
Furniture, fixtures and equipment 262,436 237,373 215,041
--------- --------- ---------
670,793 600,028 528,141
Less accumulated depreciation
and amortization 152,610 130,245 113,229
--------- --------- ---------
518,183 469,783 414,912
--------- --------- ---------
Property under capital leases 16,042 17,129 17,988
Less accumulated amortization 6,732 7,150 7,276
--------- --------- ---------
9,310 9,979 10,712
--------- --------- ---------
Property held for sale (net) 4,282 12,251 19,677
Deferred income taxes - - 1,166
Other assets 12,947 12,999 14,082
--------- --------- ---------
Total assets $1,287,666 $1,241,931 $1,214,625
========= ========= =========
LIABILITIES
Current liabilities:
Current installments of long-
term debt $ 12,795 $ 12,763 $ 12,733
Accounts payable 283,232 249,842 278,665
Restructuring reserve 9,489 14,079 21,140
Accrued expenses and other
current liabilities 157,660 164,945 134,785
Accrued federal and state
income taxes 11,773 2,536 5,055
Obligations under capital leases
due within one year 824 987 1,143
--------- --------- ---------
Total current liabilities 475,773 445,152 453,521
--------- --------- ---------
Real estate debt 1,346 1,752 2,141
General corporate debt 24,000 36,000 36,000
Senior subordinated debt 100,000 100,000 100,000
Convertible subordinated debt 108,600 108,600 108,600
Obligations under capital leases,
less portion due within one year 12,044 12,411 12,842
Noncurrent restructuring reserve 16,535 22,900 27,300
Other noncurrent liabilities 24,535 22,617 22,159
Deferred income taxes 8,000 4,410 -
STOCKHOLDERS' EQUITY
Common stock, par value $.01,
authorized 190,000,000 shares,
issued 33,288,320, 33,186,418
and 33,144,894 shares 333 332 331
Additional paid-in capital 327,009 325,565 324,214
Unrealized holding gains (losses) 59 (44) -
Retained earnings 194,904 162,236 127,517
Treasury stock, at cost, 371,500
shares (5,472) - -
--------- --------- ---------
Total stockholders' equity 516,833 488,089 452,062
--------- --------- ---------
Total liabilities and
stockholders' equity $1,287,666 $1,241,931 $1,214,625
========= ========= =========
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
WABAN INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Twenty-Six Weeks Ended
----------------------
July 29, July 30,
1995 1994
--------- ---------
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 32,668 $ 30,271
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization of property 22,554 19,559
Loss on property disposals 58 223
Amortization of premium on marketable securities 470 -
Other non-cash items (net) 425 538
Deferred income taxes 2,279 7,216
Increase (decrease) in cash
due to changes in:
Accounts receivable 5,262 8,968
Merchandise inventories (21,919) (21,845)
Prepaid expenses (8,812) (7,588)
Other assets (267) (852)
Accounts payable 33,390 25,433
Restructuring reserves (10,955) (9,646)
Accrued expenses 6,314 13,173
Accrued income taxes 9,237 2,085
Other noncurrent liabilities 1,918 2,714
------- -------
Net cash provided by operating
activities 72,622 70,249
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (79,881) -
Sale of marketable securities 43,332 -
Maturity of marketable securities 31,587 -
Property additions (83,269) (55,791)
Property disposals 7,296 5,924
------- -------
Net cash used in investing activities (80,935) (49,867)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt, net of
issuance costs of $2,631 - 97,369
Repayment of long-term debt (12,374) (15,015)
Repayment of capital lease obligations (530) (641)
Purchase of treasury stock (5,472) -
Proceeds from sale and issuance of
common stock 1,055 761
------- -------
Net cash provided by (used in)
financing activities (17,321) 82,474
------- -------
Net increase (decrease) in cash and
cash equivalents (25,634) 102,856
Cash and cash equivalents at
beginning of year 65,040 19,877
------- -------
Cash and cash equivalents at
end of period $ 39,406 $122,733
======= =======
Supplemental cash flow information:
Interest paid $ 10,868 $ 6,674
Income taxes paid 9,441 10,053
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The results for the first six months are not necessarily indicative of
results for the full fiscal year because the Company's business, in common with
the business of retailers generally, is subject to seasonal influences. BJ's
sales and profits have been strongest in the Christmas holiday season, while
HomeBase's sales and profits have typically been strongest in the spring
building season.
2. The financial statements are unaudited and reflect all normal recurring
adjustments considered necessary by the Company for a fair presentation of its
financial statements in accordance with generally accepted accounting
principles.
3. These interim financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in the Annual
Report on Form 10-K for the fiscal year ended January 28, 1995.
4. The Company classifies its marketable securities as available-for-sale
securities in accordance with Statement of Financial Accounting Standards No.
115. At July 29, 1995, marketable securities consisted of high quality debt
securities issued by states or their political subdivisions. The fair value of
marketable securities exceeded the amortized cost basis by $100,000 at July 29,
1995. All of the Company's marketable securities had maturities of less than
two years, with approximately 84% maturing in less than one year.
5. In the quarter ended January 29, 1994, the Company recorded a pre-tax
restructuring charge of $101.1 million primarily related to repositioning its
HomeBase division. Eight HomeBase warehouse stores were closed in that
quarter. The results for the periods ended July 30, 1994 excluded the sales
and operating income of 16 other HomeBase stores that closed or were planned to
be closed as a result of the restructuring.
As of January 28, 1995, sixteen HomeBase warehouse stores had been closed
in connection with the restructuring. Four stores that were originally
included in the restructuring will not be closed, due to their improved
performance. The results of the remaining stores planned for closing (four as
of January 28, 1995 and two as of July 29, 1995) are included in HomeBase's
sales and operating income in the current fiscal year, until they begin
closing.
6. Presented below is information relative to the operating results of the
Company's business segments (dollars in thousands).
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------- ----------------------
July 29, July 30, July 29, July 30,
1995 1994 1995 1994
-------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales:
BJ's Wholesale Club $ 632,371 $ 564,123 $1,163,477 $1,050,910
HomeBase 419,511 387,681 772,860 721,734
--------- --------- --------- ---------
$1,051,882 $ 951,804 $1,936,337 $1,772,644
========= ========= ========= =========
Operating income:
BJ's Wholesale Club $ 21,068 $ 16,361 $ 30,991 $ 24,444
HomeBase 24,474 24,401 33,984 36,193
General corporate expense (1,904) (2,101) (3,763) (3,979)
--------- --------- --------- ---------
43,638 38,661 61,212 56,658
Interest on debt and capital
leases (net) (3,631) (4,001) (7,658) (7,033)
--------- --------- --------- ---------
Income before income taxes $ 40,007 $ 34,660 $ 53,554 $ 49,625
========= ========= ========= =========
</TABLE>
Warehouses in operation - end of period:
---------------------------------------
BJ's Wholesale Club 65 57
HomeBase 78 81
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Thirteen Weeks (Second Quarter) and Twenty-Six Weeks (Six Months) Ended July
29, 1995 versus Thirteen and Twenty-Six Weeks Ended July 30, 1994.
Results of Operations
---------------------
Consolidated net sales for the quarter ended July 29, 1995 were $1.1 billion,
an increase of 10.5% over last year's second quarter. Sales for the first six
months totalled $1.9 billion, an increase of 9.2% over last year. These
increases were due primarily to the opening of new warehouse stores, as well as
the inclusion of certain HomeBase warehouse stores whose sales were charged to
the restructuring reserve last year (see Note 5 of Notes to Consolidated
Financial Statements). Comparable store sales at BJ's increased 3.0% in the
second quarter and decreased 0.1% for the six-month period. HomeBase's
comparable store sales decreased 4.1% in the second quarter and decreased 5.1%
year-to-date. BJ's comparable store sales in the second quarter were favorably
impacted by a direct mail marketing program, which attracted many prospective
members for a 90-day trial period. HomeBase's comparable store sales in the
second quarter continued to be affected by increased competition and a weak
economic environment in several of its markets, but showed improvement over the
first quarter's results, which had been impacted by unusually harsh weather
conditions.
Cost of sales (including buying and occupancy costs) was 84.7% of sales in this
year's second quarter versus 84.9% in the comparable period last year. For the
first six months, the cost of sales percentage was 85.0% compared to 85.3% last
year. This year's lower ratios are primarily due to higher gross margins at
HomeBase.
Selling, general and administrative ("SG&A") expenses were 11.1% of sales in
the second quarter this year compared to 11.0% in last year's second quarter.
Year-to-date SG&A expenses were 11.8% this year versus 11.5% last year. These
increases were primarily attributable to HomeBase's lower than expected sales
volumes this year.
BJ's operating income in this year's second quarter was $21.1 million, an
increase of 28.8% over last year's $16.4 million. Year-to-date operating
income of $31.0 million was 26.8% higher than last year's $24.4 million. These
increases reflected higher comparable store sales in the second quarter, a
merchandise mix which favorably impacted gross selling margins, and expense
leverage from operating 65 warehouse clubs versus 57 last year.
Operating income at HomeBase was $24.5 million in the second quarter versus
$24.4 million last year, and $34.0 million for the first half, 6.1% lower than
last year's $36.2 million. Improved gross merchandise margins were offset by
the impact of lower than expected sales volumes.
Last year's results excluded sales and operating income or losses of HomeBase
stores planned to be closed in connection with the Company's restructuring.
This year's results include sales and operating income of six HomeBase stores
that were charged to the reserve last year. Four of these stores were removed
from the reserve at the beginning of the fiscal year, due to improved
performance. Two other stores currently in operation are expected to close in
the future, and their results are being included in HomeBase's sales and
operating income subsequent to January 28, 1995 and will continue to be
included until they begin closing. In the thirteen weeks ended July 30, 1994,
this group of six stores had sales of $24 million and operating income of $.9
million. Their sales and operating income for the twenty-six weeks ended July
30, 1994 were $46 million and $1.1 million, respectively.
The components of net interest expense were as follows (in thousands):
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-------------------- --------------------
July 29, July 30, July 29, July 30,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest expense on debt $ 4,785 $ 5,188 $10,122 $ 8,238
Interest and investment income (1,569) (1,632) (3,302) (2,104)
------ ------ ------ ------
Interest on debt (net) 3,216 3,556 6,820 6,134
Interest on capital leases 415 445 838 899
------ ------ ------ -----
Interest on debt and capital
leases (net) $ 3,631 $ 4,001 $ 7,658 $7,033
====== ====== ====== =====
</TABLE>
Interest expense on debt was net of capitalized interest of $949,000 in this
year's second quarter and $1,478,000 year-to-date. Last year's capitalized
interest was $647,000 and $1,288,000 in the second quarter and the first six
months, respectively.
The year-to-date provision for income taxes was 39% of pre-tax income both this
year and last year.
Net income for the second quarter was $24.4 million, or $.68 per share, fully
diluted, versus $21.1 million, or $.59 per share, in the second quarter of last
year. For the first six months, net income was $32.7 million, or $.92 per
share, fully diluted, versus $30.3 million, or $.86 per share, in the
comparable period last year.
On August 15, 1995, the Company announced that BJ's Wholesale Club had entered
into an agreement to launch the warehouse club industry's first co-branded
credit card. The BJ's MasterCard, which is being introduced chainwide from
late August through October, will provide users with rebates on all their
purchases that can be redeemed only at BJ's. Payments on cardholder balances
may be deferred interest-free until February 1996, and all purchases made at
BJ's through January 31, 1996 will earn a 4% rebate. After January 31, 1996,
purchases at BJ's will earn a 2% rebate. All other purchases made with the
BJ's MasterCard earn a 1% rebate, redeemable only at BJ's.
Liquidity and Capital Resources
-------------------------------
The Company opened three new BJ's clubs and three new HomeBase warehouse stores
in the first half of this fiscal year. Last year the Company opened six new
BJ's clubs and two new HomeBase stores in the same time period. The Company
expects to open approximately seven additional new BJ's clubs in this fiscal
year, two or three of them in the 68,000 square foot format in smaller markets.
In addition to the three HomeBase warehouse stores opened in the first quarter,
one HomeBase store will be relocated to a new site in the third quarter of this
year.
As of July 29, 1995, the Company has closed 18 HomeBase warehouse stores in
connection with its restructuring and is still obligated under leases for six
of these stores. The Company expects to close two additional stores that are
currently in operation.
The Company's restructuring has generated approximately $68 million of cash
flow through July 29, 1995, including approximately $4 million in the first six
months of this year. The net cash outflow in connection with the disposition
of the remaining warehouse locations, including long-term lease obligations, is
expected to be approximately $5 million to $10 million (net of tax benefits).
The remaining terms of the leases expire at various dates through 2011. In
some cases, the Company has made lump sum cash payments to settle lease
obligations, and it may settle other future lease obligations in the same
manner. The actual remaining cash flows could vary from the estimates above,
depending on certain factors, principally the Company's ability to dispose of
closed HomeBase locations on anticipated terms.
Cash expended for property additions in the first six months of the fiscal year
was $83.3 million this year compared to $55.8 million last year. The Company's
capital expenditures are expected to total approximately $170 million in this
fiscal year, including an estimated $90 million for new store real estate. The
timing and amount of actual openings and related expenditures could vary from
these estimates due to the complexity of the real estate development process.
During the second quarter the Company's Board of Directors authorized the
repurchase of up to $50,000,000 of Waban's common stock in open market
transactions. Repurchased shares may be used for the Company's Stock Incentive
Plan or may be reissued at such time as the Company's convertible subordinated
debentures are presented for conversion into common stock, or for other
corporate purposes. As of July 29, 1995, the Company had repurchased 371,500
shares at a total cost of $5.5 million.
In April 1995, the Company entered into an agreement with a group of banks
which provides a $150 million line of credit through March 30, 1998. The
agreement includes a $20 million sub-facility for standby letters of credit.
The Company is required to pay an annual facility fee of $300,000 (subject to
adjustment based upon the Company's fixed charge coverage ratio). Borrowings
can be made at prime rate, at LIBOR plus a surcharge (currently 0.45%) that
depends on fixed charge coverage, or on a competitive bid basis. No
compensating balances are required by the agreement. The Company has not
borrowed under this agreement.
The Company's cash, cash equivalents and marketable securities totalled $108.1
million as of July 29, 1995. The Company expects that its current resources,
together with anticipated cash flow from operations, will be sufficient to
finance its operations through this year and into the fiscal year ending
January 25, 1997, without borrowing against its credit line. The Company's
cash requirements may vary, based on, among other things, the rate at which it
disposes of the HomeBase stores that are included in the restructuring.
Seasonality
-----------
BJ's sales and operating income have been strongest in the Christmas holiday
season and lowest in the first quarter of each fiscal year. HomeBase's sales
and earnings are typically lower in the first and fourth quarters than they are
in the second and third quarters, which correspond to the most active season
for home construction.
<PAGE>
PART II. Other Information
-----------------
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the 1995 Annual Meeting of Stockholders held on June 13, 1995,
three directors were elected, an amendment to the 1989 Stock
Incentive Plan was approved, and the 1995 Director Stock Option
Plan was approved. The tabulation of the vote was as follows:
<TABLE>
<CAPTION>
Broker
Shares Shares Shares Shares Non-
Voted For Withheld Against Abstaining Votes
--------- -------- ------- ---------- ------
<S> <C> <C> <C> <C> <C>
Directors
---------
S. James Coppersmith 28,051,499 259,097 - - -
Thomas J. Shields 28,051,591 259,005 - - -
Herbert J. Zarkin 28,050,603 259,993 - - -
Amendment - 1989 Stock
Incentive Plan 17,516,759 - 7,053,755 120,361 3,619,721
1995 Director Stock
Option Plan 18,402,809 - 6,014,704 274,612 3,618,471
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
10.3 Waban Inc. 1989 Stock Incentive Plan, as
amended through June 13, 1995.*
10.21 Waban Inc. 1995 Director Stock Option Plan.*
11.0 Statement regarding computation of per share
earnings.
*Incorporated herein by reference to the Registrant's
definitive Proxy Statement on Schedule 14A (File No.
1-10259) for the Registrant's 1995 Annual Meeting of
Stockholders.
(b) The Company did not file any reports on Form 8-K with
the Securities and Exchange Commission during the quarter
ended July 29, 1995.
<PAGE>
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.
WABAN INC.
----------
(Registrant)
Date: September 8, 1995 /S/ HERBERT J. ZARKIN
----------------------------- ------------------------------
Herbert J. Zarkin
President and
Chief Executive Officer
Date: September 8, 1995 /S/ EDWARD J. WEISBERGER
----------------------------- ------------------------------
Edward J. Weisberger
Senior Vice President and
Chief Financial Officer
page>
<TABLE>
Exhibit 11
WABAN INC. AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE
(Unaudited)
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
--------------------- ----------------------
July 29, July 30, July 29, July 30,
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income as reported $24,404,000 $21,142,000 $32,668,000 $30,271,000
========== ========== ========== ==========
Net income used for primary
computation $24,404,000 $21,142,000 $32,668,000 $30,271,000
Add (where dilutive):
Tax effected interest and
amortization of debt expense
on convertible debt 1,086,000 1,091,000 2,171,000 2,176,000
---------- ---------- ---------- ----------
Net income used for fully
diluted computation $25,490,000 $22,233,000 $34,839,000 $32,447,000
========== ========== ========== ==========
Weighted average number of
common shares outstanding 33,103,796 33,135,538 33,166,395 33,119,636
Add (where dilutive):
Assumed exercise of those
options that are common
stock equivalents net of
treasury shares deemed to
have been repurchased 74,446 243,140 163,721 258,078
---------- ---------- ---------- ----------
Weighted average number of
common and common equivalent
shares outstanding, used for
primary computation 33,178,242 33,378,678 33,330,116 33,377,714
Add (where dilutive):
Shares applicable to stock
options in addition to those
used in primary computation
due to the use of period-end
market price when higher than
average price 73,980 - 2,042 -
Assumed exercise of
convertible securities 4,387,879 4,387,879 4,387,879 4,387,879
---------- ---------- ---------- ----------
Adjusted shares outstanding
used for fully diluted
computation 37,640,101 37,766,557 37,720,037 37,765,593
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Waban
Inc. consolidated statements of income and consolidated balance sheets filed
with the Form 10-Q for the quarter ended July 29, 1995 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> JAN-27-1996
<PERIOD-END> JUL-29-1995
<CASH> 39,406
<SECURITIES> 68,741
<RECEIVABLES> 46,613
<ALLOWANCES> 0
<INVENTORY> 534,538
<CURRENT-ASSETS> 742,944
<PP&E> 686,835
<DEPRECIATION> 159,342
<TOTAL-ASSETS> 1,287,666
<CURRENT-LIABILITIES> 475,773
<BONDS> 245,990
<COMMON> 333
0
0
<OTHER-SE> 516,500
<TOTAL-LIABILITY-AND-EQUITY> 1,287,666
<SALES> 1,936,337
<TOTAL-REVENUES> 1,936,337
<CGS> 1,646,831
<TOTAL-COSTS> 1,646,831
<OTHER-EXPENSES> 228,294
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,658
<INCOME-PRETAX> 53,554
<INCOME-TAX> 20,886
<INCOME-CONTINUING> 32,668
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,668
<EPS-PRIMARY> 0.98
<EPS-DILUTED> 0.92
</TABLE>
