<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 1994
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 1-6853
SHAW INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA
(State or other jurisdiction of incorporation or organization)
58-1032521
(I.R.S. Employer Identification No.)
616 E. WALNUT AVENUE, DALTON, GEORGIA 30720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code (706) 278-3812
NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check [X] 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date: May 7, 1994 - 143,928,362 shares
<PAGE>
SHAW INDUSTRIES, INC.
FORM 10- Q
APRIL 2, 1994
I N D E X
PART I - FINANCIAL INFORMATION PAGE NUMBER
Consolidated Balance Sheets - April 2, 1994
and July 3, 1993 1-2
Consolidated Statements of Income and Retained
Earnings -
For the Three Months Ended
April 2, 1994 and
March 27, 1993 3
For the Nine Months Ended
April 2, 1994 and
March 27, 1993 4
Consolidated Statements of Cash Flows -
For the Nine Months Ended
April 2, 1994 and
March 27, 1993 5
Notes to Consolidated Financial Statements 6-8
Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9-10
PART II - OTHER INFORMATION 11
SIGNATURES 12<PAGE>
<TABLE>
PART 1 - ITEM ONE - FINANCIAL INFORMATION
SHAW INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<CAPTION>
April 2, 1994 July 3, 1993
-------------- --------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 3,967,000 $ 35,807,000
-------------- --------------
Temporary cash investments 30,400,000 11,738,000
-------------- --------------
Accounts and notes receivable, less
allowance for doubtful accounts and
discounts of $15,639,000 and $14,342,000 332,076,000 307,241,000
------------- --------------
Inventories -
Raw materials 233,722,000 191,684,000
Work-in-process 32,480,000 24,066,000
Finished goods 231,790,000 185,977,000
-------------- --------------
497,992,000 401,727,000
-------------- --------------
Prepaid expenses 42,053,000 4,080,000
-------------- --------------
TOTAL CURRENT ASSETS 906,488,000 760,593,000
-------------- --------------
PROPERTY, PLANT AND EQUIPMENT,
at cost:
Land and land improvements 25,085,000 17,484,000
Building and leasehold improvements 220,699,000 196,984,000
Machinery and equipment 718,914,000 641,080,000
Construction in progress 68,696,000 19,878,000
-------------- --------------
1,033,394,000 875,426,000
Less - Accumulated depreciation 459,756,000 401,988,000
-------------- --------------
573,638,000 473,438,000
-------------- --------------
OTHER ASSETS 96,275,000 46,379,000
-------------- --------------
TOTAL ASSETS $ 1,576,401,000 $ 1,280,410,000
============== ==============
-1-<PAGE>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
April 2 1994 July 3, 1993
-------------- --------------
CURRENT LIABILITIES:
Notes payable $ 85,000,000 $ 20,000,000
Current maturities of long-term debt 62,026,000 69,648,000
Accounts payable 190,260,000 140,044,000
Accrued liabilities 133,976,000 95,605,000
Accrued income taxes -0- 1,349,000
-------------- --------------
TOTAL CURRENT LIABILITIES 471,262,000 326,646,000
-------------- --------------
LONG-TERM DEBT, less current maturities above 318,982,000 248,309,000
-------------- --------------
DEFERRED INCOME TAXES 32,264,000 26,700,000
-------------- --------------
OTHER CREDITS 10,300,000 8,707,000
-------------- --------------
SHAREHOLDERS' INVESTMENT:
Common stock, no par, $1.11 stated value,
authorized 500,000,000 shares; 143,897,062
shares issued at April 2, 1994 and
71,551,798 shares issued at July 3, 1993 159,727,000 79,423,000
Paid-in capital 217,880,000 293,608,000
Foreign currency translation adjustment 607,000 131,000
Retained earnings 365,649,000 297,754,000
-------------- --------------
743,863,000 670,916,000
Less -Unearned compensation 270,000 868,000
-------------- --------------
Total Shareholders' Investment 743,593,000 670,048,000
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS'
INVESTMENT $ 1,576,401,000 $ 1,280,410,000
============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
-2-<PAGE>
SHAW INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
THREE MONTHS ENDED
------------------------------------
April 2, 1994 March 27 1993
-------------- --------------
NET SALES $ 620,126,000 $ 519,318,000
-------------- --------------
COSTS AND EXPENSES:
Cost of sales 493,928,000 418,811,000
Selling expense 53,496,000 48,014,000
General and administrative expense 26,750,000 20,602,000
-------------- --------------
574,174,000 487,427,000
-------------- --------------
OPERATING INCOME 45,952,000 31,891,000
-------------- --------------
OTHER EXPENSE (INCOME):
Interest expense 6,615,000 6,192,000
Interest income (192,000) (216,000)
-------------- --------------
Interest, net 6,423,000 5,976,000
Miscellaneous, net (675,000) (339,000)
-------------- --------------
Total 5,748,000 5,637,000
-------------- --------------
INCOME BEFORE INCOME TAXES 40,204,000 26,254,000
-------------- --------------
PROVISION FOR INCOME TAXES 14,879,000 9,658,000
-------------- --------------
NET INCOME $ 25,325,000 $ 16,596,000
============== ==============
EARNINGS PER COMMON SHARE:
Primary $ .17 $ .12
============== ==============
Fully diluted $ .17 $ .12
============== ==============
RETAINED EARNINGS:
Beginning of period $ 348,234,000 $ 253,135,000
Add-net income 25,325,000 16,596,000
Deduct - dividends paid 7,910,000 6,410,000
-------------- --------------
End of period $ 365,649,000 $ 263,321,000
============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
-3-<PAGE>
SHAW INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
NINE MONTHS ENDED
------------------------------------
April 2, 1994 March 27, 1993
-------------- --------------
NET SALES $ 1,907,814,000 $ 1,651,535,000
-------------- --------------
COSTS AND EXPENSES:
Cost of sales 1,514,622,000 1,327,425,000
Selling expense 159,130,000 141,489,000
General and administrative expense 76,203,000 60,953,000
-------------- --------------
1,749,955,000 1,529,867,000
-------------- --------------
OPERATING INCOME 157,859,000 121,668,000
-------------- --------------
OTHER EXPENSE (INCOME):
Interest expense 18,987,000 20,694,000
Interest income (589,000) (330,000)
-------------- --------------
Interest, net 18,398,000 20,364,000
Miscellaneous, net (2,829,000) (323,000)
-------------- --------------
Total 15,569,000 20,041,000
-------------- --------------
INCOME BEFORE INCOME TAXES 142,290,000 101,627,000
-------------- --------------
PROVISION FOR INCOME TAXES 53,597,000 38,676,000
-------------- --------------
NET INCOME $ 88,693,000 $ 62,951,000
============== ==============
EARNINGS PER COMMON SHARE:
Primary $ .61 $ .46
============== ==============
Fully diluted $ .61 $ .46
============== ==============
RETAINED EARNINGS:
Beginning of period $ 297,754,000 $ 216,693,000
Add-net income 88,693,000 62,951,000
Deduct - dividends paid 20,798,000 16,323,000
-------------- --------------
End of period $ 365,649,000 $ 263,321,000
============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
-4-<PAGE>
SHAW INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
--------------------
April 2, 1994 March 27, 1993
-------------- --------------
OPERATING ACTIVITIES:
Net Income $ 88,693,000 $ 62,951,000
-------------- --------------
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 63,997,000 53,752,000
Provision for doubtful accounts 9,901,000 7,200,000
Stock option compensation expense 598,000 599,000
Change in assets and liabilities, net of acquisitions:
Accounts receivable 6,557,000 (20,113,000)
Inventories (64,036,000) 30,896,000
Prepaid expenses (37,606,000) (1,597,000)
Other assets (7,691,000) (2,736,000)
Trade accounts payable 15,924,000 (15,393,000)
Other accrued liabilities 14,871,000 881,000
Income taxes payable (1,454,000) (1,024,000)
Deferred income taxes 5,564,000 2,400,000
Other, net 1,451,000 1,283,000
-------------- --------------
Total Adjustments 8,076,000 56,148,000
-------------- --------------
Net Cash Provided by Operating Activities 96,769,000 119,099,000
-------------- --------------
INVESTING ACTIVITIES:
Additions to property, plant and equipment (99,896,000) (33,334,000)
Purchase of Abingdon Carpets (20,802,000) 0
Purchase of CCI (41,624,000) 0
Increase in temporary cash investments (9,813,000) 0
Purchase of polypropylene fiber business 0 (93,000,000)
-------------- --------------
Net Cash Used in Investing Activities (172,135,000) (126,334,000)
-------------- --------------
FINANCING ACTIVITIES:
Principal payments under capital lease obligations (3,439,000) (7,626,000)
Increase in long-term debt 45,378,000 0
Principal payments on long-term debt (40,745,000) (37,747,000)
Increase in short-term notes payable 65,000,000 (20,000,000)
Exercise of stock options 1,523,000 4,504,000
Dividends paid (20,798,000) (16,323,000)
Purchase and retirement of common stock (3,393,000) 0
Proceeds from sale of stock 0 125,326,000
-------------- --------------
Net Cash (Used) Provided in Financing Activities 43,526,000 48,134,000
-------------- --------------
NET INCREASE (DECREASE) IN CASH (31,840,000) 40,899,000
CASH AT BEGINNING OF PERIOD 35,807,000 16,703,000
-------------- --------------
CASH AT END OF PERIOD $ 3,967,000 $ 57,602,000
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid during the period for -
Interest $ 15,033,000 $ 21,399,000
Income taxes $ 64,280,000 $ 37,300,000
Noncash capital lease obligations $ 378,000 $ 2,102,000
The accompanying notes are an integral part of these consolidated financial statements.
-5-<PAGE>
</TABLE>
SHAW INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 2, 1994
(UNAUDITED)
_______________________________________________________________
1. The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
not misleading. These financial statements should be read in conjunction
with the financial statements and related notes contained in the 1993
Annual Report on Form 10-K. In the opinion of management, the financial
statements contain all adjustments necessary to present fairly the
financial position as of April 2, 1994 and the results of operations for
the three and nine months then ended and cash flows for the nine months
then ended. These adjustments were of a normal recurring nature. The
results of operations for the nine months ended April 2, 1994 are not
necessarily indicative of the results to be expected for the year ending
July 2, 1994.
The Company uses the last-in, first-out (LIFO) method of valuing
substantially all of its inventories in order to more properly match
current costs against current revenues, thereby reducing the effects of
inflation on earnings. If LIFO inventories were valued at current costs,
the inventories would have been $9,050,000 and $5,984,000 lower at April
2, 1994 and at July 3, 1993, respectively. Certain of the Company's
physical inventories are taken on a weekly, monthly or quarterly basis and
the Company computes the LIFO inventory amount on a quarterly basis after
considering anticipated prices, quantities and product mix as of year-end.
During the quarter ended January 1, 1994, the Company completed a
two-for-one split of its common stock. The stock split was effected in
the form of a 100 percent stock dividend on the Company's common stock,
which was distributed on December 22, 1993 to owners of record at the
close of business on December 8, 1993. For all periods shown, financial
data have been restated to reflect the split.
2. The weighted average number of shares used in computing earnings
per share for the three months and nine months ended April 2, 1994 and
March 27, 1993 were as follows:
Three Months Ended
April 2, 1994 March 27, 1993
Primary 145,302,546 143,971,700
Fully diluted 145,305,967 144,000,352
-6-<PAGE>
Nine Months Ended
April 2, 1994 March 27, 1993
Primary 145,274,235 138,300,692
Fully diluted 145,290,398 138,452,750
See Computation of Per Share Earnings - Exhibit 11.
3. During the first quarter of fiscal 1994, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes." SFAS No. 109 requires a change in accounting for
income taxes to the asset and liability approach. SFAS No. 109 uses the
method under which deferred tax assets and liabilities are determined
based on the difference between the financial accounting and tax
accounting basis of assets and liabilities. Deferred tax assets or
liabilities at the end of each period are determined using the currently
enacted tax rate expected to apply to taxable income in the periods in
which the deferred tax asset or liability is expected to be realized.
There was no cumulative effect resulting from this change.
Components of the net deferred income tax liability at July 3, 1993 are
shown below (in thousands):
Deferred income tax assets:
Accrued advertising expense not currently deductible $ 4,576
Reserve for cash discounts and bad debts 5,588
Employee benefit accruals not currently deductible 12,587
Reserve for returns and allowances 7,994
30,745
Deferred income tax liabilities:
Book basis of inventory over tax basis (18,995)
Property tax accrual (1,685)
Book basis of property, plant and equipment over tax basis (35,112)
Other (2,596)
(58,388)
Net deferred income tax liability $(27,643)
Accrued income taxes include $943,000 of current deferred income taxes at
July 3, 1993.
4. On September 25, 1992, the Company acquired Amoco Fabrics and
Fibers Company's ("Amoco Fibers") polypropylene carpet fiber inventories
and manufacturing facilities located in Andalusia, Alabama, and
Bainbridge, Georgia. The Company is now producing polypropylene carpet
fiber at these facilities for both its own use and for sale to other
manufacturers. The acquisition has been accounted for as a purchase
transaction, and accordingly, the results of Amoco Fibers have been
included in the Company's financial statements since September 26, 1992.
-7-<PAGE>
On March 31, 1993, the Company acquired Kosset Carpets Ltd., in
Bradford, England. This launched the Compan's direct marketing efforts
into the United Kingdom and European market segments. Kosset, the largest
single site manufacturer of carpet in England, produces both tufted and
Axminster woven products. The acquisition has been accounted for as
a purchase transaction, and accordingly, the results of operations of
Kosset have been included in the Company's financial statements since
April 1, 1993.
On July 12, 1993, the Company formed a joint venture through which
it acquired an interest in Capital Carpet Industries, Pty., Ltd.,
Melbourne, Victoria, Australia and Invicta Group Industries, Pty., Ltd.,
Braybrook, Victoria, Australia (together,"CCI"), enabling the Company to
participate in a government-supported rationalization of the Australian
carpet industry. On November 4, 1993, the Company acquired the remaining
interest in the joint venture. Until November 4, 1993, the investment was
accounted for using the equity method, and accordingly, the Company
included its share of CCI's income in other income. Subsequent to
November 4, 1993, the results of operations of CCI are included in the
accompanying financial statements.
On September 10, 1993, the Company acquired Abingdon Carpets,
Gwent, Wales. Abingdon is a British producer of medium priced tufted
carpets and carpet yarns. The acquisition has been accounted for as
a purchase transaction, and accordingly, the results of operations of
Abingdon are included in the accompanying financial statements since
September 10, 1993.
The results of operations of CCI and Abingdon are not material to
the results of operations of the Company for the three and nine months
ended April 2, 1994 and March 27, 1993, respectively.
On January 9, 1994, the Company entered into an agreement to form
a joint venture with Grupo Industrial Alfa, S.A. de C.V. of Monterrey,
Mexico for the manufacture, distribution and marketing of carpets, rugs
and related products in Mexico and South America. The transaction is
subject to approval by the Boards of Directors of both companies,
negotiation of additional agreements and any necessary government filings.
-8-<PAGE>
SHAW INDUSTRIES, INC.
ITEM TWO-MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's business, as well as the United States' carpet
industry in general, is cyclical in nature and is significantly affected
by general economic conditions. The level of carpet sales tends to
reflect fluctuations in consumer spending for durable goods, and to a
lesser extent, fluctuations in interest rates and new housing starts.
The Company's working capital at April 2, 1994 of $435.2 million
is comparable to the prior quarter and previous year-end. Operating
activities during the nine months ended April 2, 1994, provided a strong
cash flow to fund investing and financing activities. Net cash provided
by operating activities in the nine months totaled $96.8 million and
was provided principally from net income of $88.7 million and depreciation
and amortization of $64.0 million, offset by other changes in assets and
liabilities using cash of $55.9 million. Cash flow used in investing
activities in the nine months totaled $172.1 million. Cash was used
principally for additions to property, plant and equipment of $99.9
million, $20.8 million to acquire Abingdon Carpets and $41.6 million to
acquire CCI in Australia. The principal cash used in financing activities
was for capital lease payments of $3.4 million, cash dividends of
$20.8 million, the purchase and retirement of common stock of $3.4 million
and payments on long-term debt of $40.8 million. The principal sources
of cash provided by financing activities were additional long-term
borrowings of $45.4 million and an increase in short-term notes payable
of $65.0 million.
The Company's liquidity condition remains strong. Conservation of
capital and the maintenance of a strong balance sheet have enabled the
Company to become a preeminent force in the carpet industry. Capital
expenditures (including capital lease obligations but not including the
Abingdon Carpets purchase and the Australian purchase) for incremental
additions and modifications to plant and equipment necessary to maintain
the facilities in a modern state-of-the-art condition were $100.3 million
for nine months ended April 2, 1994. During the remainder of fiscal
1994, the Company will continue to expand and upgrade its tufting, dyeing,
finishing, yarn processing, distribution, transportation and materials
handling equipment to meet an anticipated increase in sales volume and
to improve efficiency. Management anticipates capital expenditures and
capitalized lease obligations of approximately $69.0 million during the
remainder of fiscal 1994 which will be funded through cash flow from
operations and, if appropriate, through additional sources of long-term
capital. The Company has short-term credit lines with banks aggregating
$125.0 million of which $40.0 million was unused at April 2, 1994.
The Company believes it could expand its lines of credit and long-term
bank facilities, if necessary.
-9-<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 2, 1994 COMPARED TO THREE MONTHS ENDED MARCH 27, 1993
Net sales increased $100,808,000, or 19.4 percent, primarily as a result
of incremental sales due to acquisitions. Results for the three months ended
April 2, 1994 included sales of $65,000,000 attributable to foreign
acquisitions as described in Note 4 to the Consolidated Financial Statements
included herein. Gross profit margins increased 1.0 percent to 20.4 percent
from 19.4 percent for the current three months compared to the same period
last year principally as a result of an improvement in the efficiency
relationship of volume and fixed costs. Selling, general and administrative
expense increased $11,630,000 in the current three months compared to the same
period last year, but decreased .3 percent to 12.9 percent of net sales.
Interest expense, net, increased $447,000 to $6,423,000 in the current three
months compared to the same period last year due to additional short-term
borrowings, but decreased .1 percent to 1.0 percent of net sales.
The effective income tax rate increased from 36.8 percent to 37.0
percent for the current three months compared to the same period last year
primarily due to deferred income tax adjustments.
NINE MONTHS ENDED APRIL 2, 1994 COMPARED TO NINE MONTHS ENDED MARCH 27, 1993
Net sales increased $256,279,000, or 15.5 percent, primarily as a result
of an increase in the volume of shipments. Results for the nine months ended
April 2, 1994 included incremental sales of $170,881,000 attributable to
acquisitions. Gross profit margins increased 1.0 percent to 20.6 percent of net
sales for the current nine months compared to the same period last year
principally as a result of an increase in the efficiency relationship of volume
and fixed costs. Selling, general and administrative expense increased
$32,891,000 in the current nine months compared to the same period last year,
but remained at 12.3 percent of net sales. Interest expense, net, decreased
$1,966,000 to $18,398,000 in the current nine months compared to the same
period last year due principally to a decrease in average short-term
borrowings. Miscellanous income, net, for the current nine months includes a
$2,592,000 gain related to insurance proceeds in excess of book value of several
plants damaged in a major winter storm. The effective income tax rate decreased
.4 percent to 37.7 percent for the current nine months compared to the same
period last year primarily due to deferred income tax adjustments.
-10-<PAGE>
PART II - OTHER INFORMATION
ITEM ONE - LEGAL PROCEEDINGS
The Company is subject to claims and suits arising in the course of
its business. In April, 1993, the Company became a defendant in certain
litigation alleging personal injury resulting from personal exposure to volatile
organic compounds found in carpet produced by the Company. The complaints seek
injunctive relief and unspecified money damages on all claims. The Company has
denied any liability. In May, 1993, the Company became a defendant in certain
litigation alleging violation of both federal and state laws relating to unfair
competition. The complaint seeks an injunction regarding the unfair competition
claims and money damages. The Company has denied any liability. The Company
believes that it has meritorious defenses in these suits and that the litigation
will not have a material adverse effect on the Company's financial condition or
results of operations. The Company will vigorously defend these suits.
ITEM TWO - CHANGES IN SECURITIES
None
ITEM THREE - DEFAULTS UPON SENIOR SECURITIES
None
ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM FIVE - OTHER INFORMATION
None
ITEM SIX - EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits - Computation of Per Share Earnings (Exhibit 11)
(B) No reports on Form 8-K have been filed during the fiscal quarter
ended April 2, 1994.
-11-<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
SHAW INDUSTRIES, INC.
(The Registrant)
DATE: May 12, 1994 /s/ Robert E. Shaw
Robert E. Shaw
President and Chief Executive
Officer
DATE: May 12, 1994 /s/ William C. Lusk, Jr.
William C. Lusk, Jr.
Senior Vice President and
Treasurer
(Principal Financial Officer)
-12-<PAGE>
<PAGE>
<TABLE>
SHAW INDUSTRIES, INC. Exhibit 11
COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE AND NINE MONTHS ENDED APRIL 2, 1994 AND MARCH 27, 1993
------------------------------------------------------------------------
(In Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- -------------------------
April 2, March 27, April 2, March 27,
1994 1993 1994 1993
<C> <S> <S> <S> <S>
PRIMARY:
Weighted average common shares outstanding 143,792 142,235 143,450 136,009
Additional shares assuming exercise of stock options 1,511 1,737 1,824 2,292
---------- ------------ --------- ---------
Average common shares outstanding, as adjusted 145,303 143,972 145,274 138,301
========== ============ ========= =========
Net Income $ 25,325 $ 16,596 88,693 62,951
========== ============ ========= =========
Primary earnings per common share $ 0.17 $ 0.12 $ 0.61 $ 0.46
========== ============ ========= =========
FULLY DILUTED:
Weighted average common shares outstanding 143,792 142,235 143,450 136,009
Additional shares assuming exercise of stock options 1,514 1,765 1,840 2,444
---------- ------------ --------- ---------
Average common shares outstanding, as adjusted 145,306 144,000 145,290 138,453
========== ============ ========= =========
Net Income $ 25,325 $ 16,596 $ 88,693 $ 62,951
========== ============ ========= =========
Fully diluted earnings per common share $ 0.17 $ 0.12 $ 0.61 $ 0.46
========== ============ ========= =========
-13-
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</TABLE>
