<PAGE>
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 August 1, 1998
----------------------------------
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 1-11084
--------
KOHL'S CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1630919
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 703-7000
--------------
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: September 9, 1998 Common
Stock, Par Value $.01 per Share, 158,189,018 shares Outstanding.
<PAGE>
KOHL'S CORPORATION
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Balance Sheets at
August 1, 1998, January 31, 1998 and
August 2, 1997 3
Condensed Consolidated Statements of Income
for the Three Months and Six Months Ended
August 1, 1998 and August 2, 1997 4
Consolidated Statement of Changes in
Shareholders' Equity for the Six Months
Ended August 1, 1998 5
Condensed Consolidated Statements of
Cash Flows for the Six Months Ended
August 1, 1998 and August 2, 1997 6
Notes to Condensed Consolidated Financial
Statements 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-13
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
-2-
<PAGE>
KOHL'S CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
August 1, January 31, August 2,
1998 1998 1997
----------- ----------- -----------
(Unaudited) (Audited) (Unaudited)
<S> <C> <C> <C>
Assets
--------
Current assets:
Cash and cash equivalents $17,384 $44,161 $2,205
Accounts receivable, trade 191,519 239,617 11,482
Merchandise inventories 634,805 515,790 553,317
Other 13,092 11,874 4,920
----------- ----------- -----------
Total current assets 856,800 811,442 571,924
Property and equipment, at cost 1,011,736 926,534 828,148
Less accumulated depreciation 180,620 176,885 151,125
----------- ----------- -----------
831,116 749,649 677,023
Other assets 18,569 12,643 8,254
Favorable lease rights 14,926 15,849 17,042
Goodwill 27,538 30,138 32,738
----------- ----------- -----------
Total assets $1,748,949 $1,619,721 $1,306,981
=========== =========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Accounts payable $239,827 $150,679 $187,449
Accrued liabilities 90,255 95,185 84,753
Income taxes payable 14,363 38,482 11,156
Current portion of long-term debt 1,877 1,845 1,663
----------- ----------- -----------
Total current liabilities 346,322 286,191 285,021
Long-term debt 312,659 310,366 404,262
Deferred income taxes 48,102 45,104 39,954
Other long-term liabilities 26,441 23,278 20,447
Shareholders' equity
Common stock-$.01 par value, 400,000,000 shares
authorized, 158,054,978, 157,757,956 and 148,272,084
issued at August 1, 1998, January 31, 1998 and
August 2, 1997, respectively. 1,581 1,578 1,483
Paid-in capital 490,994 488,550 196,284
Retained earnings 522,850 464,654 359,530
----------- ----------- -----------
Total shareholders' equity 1,015,425 954,782 557,297
----------- ----------- -----------
Total liabilities and shareholders' equity $1,748,949 $1,619,721 $1,306,981
=========== =========== ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
3
<PAGE>
KOHL'S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
3 Months 3 Months 6 Months 6 Months
(13 Weeks) (13 Weeks) (26 Weeks) (26 Weeks)
Ended Ended Ended Ended
August 1, August 2, August 1, August 2,
1998 1997 1998 1997
---------------------------------------------------------------------
(In thousands except per share data)
Net sales $758,747 $623,937 $1,503,318 $1,224,484
Cost of merchandise sold 502,170 415,852 993,272 813,229
------------- ------------- ------------- -------------
Gross margin 256,577 208,085 510,046 411,255
Operating expenses:
Selling, general, and administrative 182,771 152,245 363,124 298,996
Depreciation and amortization 15,660 12,821 30,644 24,521
Goodwill amortization 1,300 1,300 2,600 2,600
Preopening expenses - 56 7,542 12,168
------------- ------------- ------------- -------------
Operating income 56,846 41,663 106,136 72,970
Interest expense, net 5,201 6,986 10,260 12,822
------------- ------------- ------------- -------------
Income before income taxes 51,645 34,677 95,876 60,148
Provision for income taxes 20,297 13,836 37,680 23,999
------------- ------------- ------------- -------------
Net income $31,348 $20,841 $58,196 $36,149
============= ============= ============= =============
Earnings per share:
Basic
Net income $0.20 $0.14 $0.37 $0.24
Average number of shares 158,022 148,190 157,944 148,087
Diluted
Net income $0.19 $0.14 $0.36 $0.24
Average number of shares 162,752 151,805 162,475 151,001
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
4
<PAGE>
KOHL'S CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock
------------------------------ Paid-In Retained
Shares Amount Capital Earnings Total
--------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance at January 31, 1998 157,758 $1,578 $488,550 $464,654 $954,782
Net income - - - 58,196 58,196
Exercise of stock options (net) 297 3 2,444 - 2,447
--------------------------------------------------------------------------
Balance at August 1, 1998 158,055 $1,581 $490,994 $522,850 $1,015,425
=========================================================================
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
5
<PAGE>
KOHL'S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
6 Months 6 Months
(26 Weeks) (26 Weeks)
Ended Ended
1-Aug-98 2-Aug-97
-----------------------------------
(In thousands)
Operating activities
<S> <C> <C>
Net income $58,196 $36,149
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 33,344 27,364
Deferred income taxes 1,093 (1,336)
Other noncash charges 1,314 1,067
Changes in operating assets and liabilities (8,282) (60,360)
------------- -------------
Net cash provided by operating activities 85,665 2,884
Investing activities
Acquisition of property and equipment, net (110,390) (104,300)
Other (6,824) (1,098)
------------- -------------
Net cash used in investing activities (117,214) (105,398)
Financing activities
Net borrowings under working capital loan 2,000 93,000
Proceeds from long-term debt 1,198 -
Repayments of long-term debt (873) (769)
Payment of financing fees on debt - (95)
Net proceeds from exercise of stock options 2,447 3,677
------------- -------------
Net cash provided by financing activities 4,772 95,813
------------- -------------
Net decrease in cash and cash equivalents (26,777) (6,701)
Cash and cash equivalents at beginning of period 44,161 8,906
------------- -------------
Cash and cash equivalents at end of period $17,384 $2,205
============ ============
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
6
<PAGE>
KOHL'S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for fiscal year end financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. For further information, refer to the financial statements and
footnotes thereto included in the Company's Form 10-K (Commission File No.
1-11084) filed with the Securities and Exchange Commission.
Shareholders' equity, share and per share amounts for all periods presented
have been adjusted for the 2 for 1 stock split declared by the Company's Board
of Directors on March 9, 1998, effected in the form of a stock dividend.
2. Inventories
The Company uses the last-in, first out (LIFO) method of accounting for
merchandise inventory because it results in a better matching of cost and
revenues. The following information is provided to show the effects of the LIFO
provision on the quarter, as well as to provide users with the information to
compare to other companies not on LIFO.
<TABLE>
<CAPTION>
LIFO Expense
------------ 6 Months Ended
Quarter August 1, 1998 August 2, 1997
------- -------------- --------------
(In Thousands)
<S> <C> <C>
First $1,861 $1,501
Second 1,896 1,560
------ ------
Total $3,757 $3,061
</TABLE>
Inventories would have been $8,540,000, $4,783,000 and $7,937,000 higher at
August 1, 1998, January 31, 1998 and August 2, 1997, respectively if they had
been valued using the first-in, first-out (FIFO) method.
3. Contingencies
The Company is involved in various legal matters arising in the normal
course of business. In the opinion of management, the outcome of such
proceedings and litigation will not have a material adverse impact on the
Company's financial position or results of operations.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
----------------------------------------------
THREE MONTHS AND SIX MONTHS ENDED August 1, 1998
------------------------------------------------
Results of Operations
- ---------------------
At August 1, 1998, the Company operated 197 stores compared with 172 stores
at the same time last year. The Company plans to open 17 stores in the third
quarter: three stores in the Washington, D.C. market; two stores in the
Philadelphia market; two stores in the Charlotte, NC market; two stores in the
Detroit, MI market; two stores in the Chicago market; two stores in the
Columbus, OH market and stores in Toledo, OH; Charleston, WV; Akron, OH and
Lawrence, KS market.
The Company plans to open nineteen stores in the spring of 1999: five
stores in the Denver, CO market; three stores in the Harrisburg/York, PA market;
two additional stores in the Washington, D.C. market; two additional stores in
the Chicago market; 2 additional stores in the Detroit, MI market; and
additional stores in the Philadelphia; Lexington, KY; Omaha, NE; Goshen/Elkhart,
IN; and Indianapolis, IN markets. Kohl's will open 20-25 additional stores in
the fall of 1999 including its entry into the St. Louis market. To support its
expansion plans, the Company plans to open its fourth distribution center in the
spring of 2000. The distribution center will be located in the Kansas City
area.
Net sales increased $134.8 million or 21.6% to $758.7 million for the
three months ended August 1, 1998 from $623.9 million for the three months ended
August 2, 1997. Of the increase, $70.3 million is attributable to the inclusion
of 12 new stores opened in 1997 and 15 new stores opened in 1998. The remaining
$64.5 million is attributable to comparable store sales growth of 10.4%.
Net sales increased $278.8 million or 22.8% to $1,503.3 million for the six
months ended August 1, 1998 from $1,224.5 million for the six months ended
August 2, 1997. Of the increase, $148.8 million is attributable to the inclusion
of 32 new stores opened in 1997 and 15 new stores opened in 1998. The remaining
$130.0 million is attributable to comparable stores sales growth of 11.7%.
Gross margin for the three months ended August 1, 1998 was 33.8% compared
to 33.4% for the three months ended August 2, 1997. Gross margin for the six
months ended August 1, 1998 was 33.9% compared to 33.6% for the six months ended
August 2, 1997. These increases are primarily attributable to a change in
merchandise mix.
-8-
<PAGE>
The Company incurred $7.5 million of pre-opening expenses associated with
the opening of 15 stores in the six months ended August 1, 1998 compared to
$12.2 million for 22 stores and the relocation of one store in the six months
ended August 2, 1997. The expenses relate to the cost associated with new store
openings, including hiring and training costs for new employees, Kohl's charge
account solicitations and processing and transporting initial merchandise.
Operating income for the three months ended August 1, 1998, increased $15.2
million or 36.4% over the three months ended August 2, 1997. Operating income
for the six months ended August 1, 1998 increased $33.2 million or 45.5% over
the six months ended August 2, 1997. Excluding pre-opening expenses, operating
income increased 33.5% for the six months ended August 1, 1998. These increases
resulted from the increased sales, higher gross margin rates and the Company's
ability to leverage its selling, general and administrative expenses as net
sales increased. Selling, general and administrative expenses declined to 24.1%
of net sales for the three months ended August 1, 1998 from 24.4% of net sales
for the three months ended August 2, 1997. Selling, general and administrative
expenses declined to 24.2% of net sales for the six months ended August 1, 1998
from 24.4% of the net sales for the six months ended August 2, 1997.
Net interest expense for the three months ended August 1, 1998 decreased
$1.8 million from the three months ended August 2, 1997. Net interest expense
for the six months ended August 1, 1998 decreased $2.6 million from the six
months ended August 2, 1997. The decreases were primarily due to a reduction in
borrowings under its revolving credit facility and interest income on short-term
investments. Although the Company will open 32 stores in 1998, the Company does
not expect interest expense to increase in fiscal 1998.
For the three months ended August 1, 1998, net income increased 50.4% to
$31.3 million from $20.8 million in the three months ended August 2, 1997.
Earnings were $.19 per diluted share for the three months ended August 1, 1998
compared to $.14 per diluted share for the three months ended August 2, 1997.
Net income for the six months ended August 1, 1998 increased 61.0% to $58.2
million or $.36 per diluted share from $36.1 million or $.24 per diluted share
in the six months ended August 2, 1997.
Impact of Year 2000
- -------------------
The Company currently has a Year 2000 Readiness Plan implemented. Defined
in the plan are compliance definitions and testing guidelines for in-house
developed applications and computer hardware platforms. The plan defines a
methodology for assessing in-house developed applications and provides a means
for documentation. Team members and their responsibilities are defined
-9-
<PAGE>
including senior executives that participate on the Year 2000 steering
committee. The plan defines three phases to address the Year 2000 problem:
. The Assessment phase involves the inventory of all in-house developed
applications, purchased software and hardware, merchandise vendors, non-IT
systems, utilities and service providers. The Assessment phase also includes
developing a plan for addressing each item and/or vendor to ensure Year 2000
compliance.
. The Remediation phase is implementing the change to reach compliance and unit
testing. This includes correspondence with vendors that have products or
services that impact the Company's ability to continue normal business
operations.
. The Verification phase is system testing the change(s) in similar
environments. This includes testing with vendors and service provider
organizations.
The Company changed its client server and mainframe date routine standards
to incorporate four digits for all new systems development a number of years
ago. As a result, there are many systems that need only to be certified and have
the interfaces reviewed and tested. There are however, legacy and package
financial systems that are not Year 2000 compliant. The Company has assessed
these systems and presently believes that with modification to existing software
and conversions to new software, the Year 2000 issue will not pose significant
operational problems. The Company is utilizing both internal and external
resources to reprogram, or replace and test the software for Year 2000
modifications.
The assessment phase will be completed by October 31, 1998. The Company
anticipates completing the necessary project code modifications by January 31,
1999 and the replacement code in the second quarter of 1999. The last phase,
"Verification/System testing" will begin the fourth quarter of 1998 and will be
completed in 1999.
The Company has initiated formal communications with all significant
suppliers to determine the extent to which the Company's interface systems are
vulnerable to those parties' failure to remediate their own Year 2000 issues.
The Company is currently unit testing in-house developed applications, EDI and
non-IT systems. The Company is also currently developing contingency plans that
will be completed by October 31, 1998. The Company has identified that it may
experience certain inconveniences or inefficiencies as a result of a supplier's
failure to remediate its Year 2000 issue. The Company believes however, the vast
majority of the Company's business will proceed without any significant
interruption.
-10-
<PAGE>
The Company's total Year 2000 project costs and estimates to complete
include the impact of third party Year 2000 issues based on presently available
information. The total cost of the Year 2000 project is estimated at $10 million
and is being funded through operating cash flows. Of the total project cost,
approximately $6 million is attributable to the purchase of new software and
hardware that will be capitalized. The remaining $4 million of programming and
testing costs will be expensed as incurred and is not expected to have a
material effect on the results of the operations. Of the capital, approximately
$4 million is for a new financial system. The new financial system was a
previously planned project that supports the Company's growth, provides
significant business enablement and eliminates a substantial Year 2000 effort.
To date, the Company has incurred approximately $3.4 million ($1.0 million
expensed and $2.4 million capitalized) related to the assessment of, and
preliminary efforts on, its Year 2000 project and the development of a
modification plan, purchase of new systems and systems modifications.
The cost of the project and the date on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates.
However, there can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated. In addition to
the Company's reliance on certain third parties to remediate their own Year 2000
issues, specific factors that might cause such material differences include, but
are not limited to, the continued availability and cost of personnel trained in
this area and the ability to locate and correct all relevant computer codes.
Seasonality & Inflation
- -----------------------
The Company's business is seasonal, reflecting increased consumer buying in
the "back-to-school" and Christmas seasons. The Company's financial position
and operations are also affected by the timing of new store openings. Inflation
did not materially affect the Company's net income during the periods presented.
Financial Condition and Liquidity
- ---------------------------------
The Company's primary ongoing cash requirements are for inventory
purchases, capital expenditures in connection with the Company's expansion and
remodeling programs and pre-opening expenses. The Company's primary sources of
funds for its business activities are cash flow from operations, sales of its
proprietary accounts receivable, borrowings under its revolving credit facility
and short-term trade credit. Short-term trade credit, in the form of extended
payment terms for inventory purchases or third party factor financing,
represents a significant source of
-11-
<PAGE>
financing for merchandise inventories. The Company's working capital and
inventory levels typically build throughout the fall, peaking during the
Christmas selling season.
At August 1, 1998, the Company's merchandise inventories had increased
$119.0 million over the January 31, 1998 balance and $81.5 million over the
August 2, 1997 balance. These increases reflect the purchase of fall inventory
as well as inventory for new stores. The Company's working capital decreased to
$510.5 million at August 1, 1998 from $525.3 million at January 31, 1998 and
increased from $286.9 million at August 2, 1997. Of the $223.6 million increase
from August 2, 1997, $180.0 million is attributable to higher credit card
receivables as the Company internally financed a higher percentage of
receivables. The remaining increase was primarily the result of higher
merchandise inventory levels required to support existing stores and incremental
new store locations offset in part by increased accounts payable.
Cash provided by operating activities was $85.7 million for the six months
ended August 1, 1998 compared to $2.9 million for the six months ended August 2,
1997. The increase in cash provided resulted primarily from increased
profitability and proceeds from sales of proprietary accounts receivable.
Excluding changes in operating assets and liabilities, cash provided by
operating activities was $93.9 million for the six months ended August 1, 1998
compared to $63.2 million for the six months ended August 2, 1997.
Capital expenditures for the six months ended August 1, 1998 were $110.4
million compared to $104.3 million for the same period a year ago. The increase
in expenditures in 1998 is primarily attributable to the Company's remodel
program for the six months ended August 1, 1998 offset by construction of the
Winchester, Virginia distribution center in the six months ended August 2, 1997.
Total capital expenditures for fiscal 1998 are currently expected to be
approximately $240.0 million (excluding assets under capital leases). The
actual amount of the Company's future annual capital expenditures will depend
primarily on the number of new stores opened, whether such stores are owned or
leased by the Company and the number of existing stores remodeled or
refurbished.
The Company anticipates that it will be able to satisfy its current
operating needs, planned capital expenditures and debt service requirements with
current working capital, cash flows from operations, seasonal borrowings under
its revolving credit facility, short-term trade credit and other lending
facilities.
-12-
<PAGE>
Information in this document contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, such as
statements relating to debt service requirements and planned capital
expenditures. Forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expects", "may", "will",
"should" or "anticipates" or the negative thereof or other variations thereon.
No assurance can be given that the future results covered by the forward-looking
statements will be achieved.
-13-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
12.1 Statement regarding calculation of ratio of earnings to
fixed charges.
27 Financial Data Schedule - Article 5 of Regulation S-X
b) Reports on Form 8-K
There were no reports on Form 8-K filed for
three months ended August 1, 1998
-14-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Kohl's Corporation
(Registrant)
Date: September 9, 1998 /s/William Kellogg
---------------------
William Kellogg
Chairman, Chief Executive Officer
Date: September 9, 1998 /s/Arlene Meier
--------------------
Arlene Meier
Executive Vice President - Finance
Chief Financial Officer
-15-
<PAGE>
Exhibit 12.1
Kohl's Corporation
Ratio of Earnings to Fixed Charges
($000s)
<TABLE>
<CAPTION>
26 Weeks Ended
-------------- Fiscal Year (1)
Aug 1, Aug 2, ---------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ---- ----
Earnings
- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Income before income taxes and
extraordinary items $ 95,876 $60,148 $235,063 $171,368 $122,729 $117,451 $ 96,691
Fixed charges 30,392 28,656 57,683 44,054 30,770 19,758 16,144
Less interest capitalized
during period (907) (1,118) (2,043) (2,829) (1,287) (603) (376)
-------- ------- -------- -------- -------- -------- --------
$125,361 $87,686 $290,703 $212,593 $152,212 $136,606 $112,459
======== ======= ======== ======== ======== ======== ========
Fixed Charges
- -------------
Interest (expensed or capitalized) $12,087 $14,082 $26,541 $21,822 $14,895 $7,911 $6,253
Portion of rent expense
representative of interest 18,205 14,331 30,798 22,031 15,798 11,777 9,113
Amortization of deferred
financing fees 100 243 344 201 77 70 778
-------- ------- -------- -------- -------- -------- --------
$30,392 $28,656 $57,683 $44,054 $30,770 $19,758 $16,144
======== ======= ======== ======== ======== ======== ========
Ratio of earnings to fixed charges 4.12 3.06 5.04 4.83 4.95 (2) 6.91 6.97
======== ======= ======== ======== ======== ======== ========
</TABLE>
(1) Fiscal 1997, 1996, 1994 and 1993 are 52 week years and fiscal 1995 is a 53
week year.
(2) Excluding the credit operations non-recurring expense of $14,052, the ratio
of earnings to fixed charges would be 5.40.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> AUG-01-1998
<CASH> 17,384
<SECURITIES> 0
<RECEIVABLES> 191,519
<ALLOWANCES> 0
<INVENTORY> 634,805
<CURRENT-ASSETS> 856,800
<PP&E> 1,011,736
<DEPRECIATION> 180,620
<TOTAL-ASSETS> 1,748,949
<CURRENT-LIABILITIES> 346,322
<BONDS> 312,659
0
0
<COMMON> 1,581
<OTHER-SE> 1,013,844
<TOTAL-LIABILITY-AND-EQUITY> 1,748,949
<SALES> 1,503,318
<TOTAL-REVENUES> 1,503,318
<CGS> 993,272
<TOTAL-COSTS> 1,397,182
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,260
<INCOME-PRETAX> 95,876
<INCOME-TAX> 37,680
<INCOME-CONTINUING> 58,196
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58,196
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.36
</TABLE>
