<PAGE> 1
Total number of sequentially numbered pages: 14
--
UNITED STATES
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 NOVEMBER 2, 1996
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: 1-12552
THE TALBOTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1111318
------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
175 Beal Street, Hingham, Massachusetts 02043
- ---------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
(617) 749-7600
----------------------------------------------------
(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
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding as of
Class December 13, 1996
----- -----------------
Common Stock, $0.01 par value 32,994,564
1
<PAGE> 2
INDEX TO FORM 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Consolidated Statements of Earnings for the Thirteen
and Thirty-nine Weeks Ended November 2, 1996 and
October 28, 1995...................................................3
Condensed Consolidated Balance Sheets as of November 2, 1996,
February 3, 1996 and October 28, 1995..............................4
Condensed Consolidated Statements of Cash Flows for the
Thirty-nine Weeks Ended November 2, 1996 and
October 28, 1995...................................................5
Notes to Condensed Consolidated Financial Statements...............6-7
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations...........................................8-12
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K....................................13
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THE TALBOTS, INC. AND SUBSIDIARIES
---------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996
AND OCTOBER 28, 1995
(Amounts in thousands except per share data)
---------------------------------------------------------------------------
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------- -------------------------
NOVEMBER 2, OCTOBER 28, NOVEMBER 2, OCTOBER 28,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $247,467 $224,792 $715,763 $682,277
COSTS AND EXPENSES
Cost of sales, buying and occupancy 145,874 130,797 441,246 411,971
Selling, general and administrative 67,593 60,373 192,635 185,345
-------- -------- -------- --------
OPERATING INCOME 34,000 33,622 81,882 84,961
INTEREST EXPENSE, net 1,709 1,251 3,951 2,793
-------- -------- -------- --------
INCOME BEFORE TAXES 32,291 32,371 77,931 82,168
INCOME TAXES 12,527 12,948 30,783 32,867
-------- -------- -------- --------
NET INCOME $ 19,764 $ 19,423 $ 47,148 $ 49,301
======== ======== ======== ========
NET INCOME PER SHARE $ 0.60 $ 0.57 $ 1.42 $ 1.43
======== ======== ======== ========
CASH DIVIDENDS PER SHARE $ 0.09 $ 0.07 $ 0.25 $ 0.19
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 33,074 34,310 33,266 34,586
====== ====== ====== ======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
THE TALBOTS, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
NOVEMBER 2, 1996, FEBRUARY 3, 1996 AND OCTOBER 28, 1995
(Dollar amounts in thousands except per share data)
- --------------------------------------------------------------------------------
<CAPTION>
NOVEMBER 2, FEBRUARY 3, OCTOBER 28,
1996 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
- ---------------
Cash and cash equivalents $ 13,435 $ 14,865 $ 3,484
Customer accounts receivable, net 90,530 73,758 68,755
Merchandise inventories 195,769 143,526 179,913
Deferred catalog costs 10,604 12,757 11,926
Due from affiliates 5,136 4,008 3,116
Deferred income taxes 2,979 3,121 3,823
Prepaid and other current assets 21,785 20,791 23,144
Prepaid income taxes 1,650 2,459 1,492
-------- -------- --------
TOTAL CURRENT ASSETS 341,888 275,285 295,653
PROPERTY AND EQUIPMENT - NET 166,604 154,160 152,702
GOODWILL - NET 42,569 43,577 43,913
INTANGIBLES - NET 2,389 4,189 5,104
TRADEMARKS - NET 88,401 90,189 90,785
DEFERRED INCOME TAXES 11,919 4,711 6,593
-------- -------- --------
TOTAL ASSETS $653,770 $572,111 $594,750
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
- --------------------
Notes payable to banks $ 79,000 $ 24,000 $ 79,000
Accounts payable 45,579 44,331 34,989
Accrued liabilities 45,022 45,593 40,213
Income taxes payable 2,316 147
-------- -------- --------
TOTAL CURRENT LIABILITIES 171,917 113,924 154,349
LONG-TERM DEBT 50,000 50,000 35,000
DEFERRED RENT UNDER LEASE COMMITMENTS 11,636 10,148 10,008
STOCKHOLDERS' EQUITY:
- ---------------------
Common stock, $0.01 par value; 40,000,000 authorized; 34,928,092 shares,
34,910,826 shares and 34,910,160 shares issued, respectively, and
33,038,248 shares, 33,637,826 shares and 33,910,160
shares outstanding, respectively 349 349 349
Additional paid-in capital 286,874 286,472 286,456
Retained earnings 193,932 155,092 144,166
Cumulative foreign currency translation adjustment (1,634) (1,337) (75)
Deferred pension cost (470) (470) (499)
Restricted stock award (1,323) (1,801) (1,960)
Treasury stock, at cost; 1,889,844 shares, 1,273,000 shares and (57,511) (40,266) (33,044)
1,000,000 shares respectively
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY 420,217 398,039 395,393
-------- -------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $653,770 $572,111 $594,750
======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
THE TALBOTS, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED NOVEMBER 2, 1996 AND OCTOBER 28, 1995
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
<CAPTION>
THIRTY-NINE WEEKS ENDED
-------------------------
NOVEMBER 2, OCTOBER 28,
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income $ 47,148 $ 49,301
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 26,270 23,932
Deferred rent 1,472 987
Amortization of restricted stock award 478 478
Loss on disposal of property and equipment 615 1,119
Deferred income taxes (7,061) (2,067)
Changes in current assets and liabilities:
Customer accounts receivable (16,747) (3,449)
Merchandise inventories (52,027) (56,226)
Deferred catalog costs 2,153 (3,157)
Due from affiliates (1,128) 184
Prepaid income taxes 809 (805)
Prepaid and other current assets (1,192) (6,704)
Accounts payable 1,181 (22,838)
Accrued liabilities (949) (4,498)
Income taxes payable 2,316 (301)
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,338 (24,044)
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Additions to property and equipment (35,469) (30,924)
Proceeds from disposal of property and equipment 1,102
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (34,367) (30,924)
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Borrowings under notes payable to banks 55,000 79,000
Proceeds from options exercised, including tax benefit 336 47
Cash dividend (8,308) (6,572)
Purchase of treasury stock (17,245) (33,044)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 29,783 39,431
EFFECT OF EXCHANGE RATE CHANGES ON CASH (184) 28
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,430) (15,509)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 14,865 18,993
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 13,435 $ 3,484
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
THE TALBOTS, INC. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. OPINION OF MANAGEMENT
With respect to the unaudited condensed financial statements set forth
herein, it is the opinion of management of The Talbots, Inc. and its
subsidiaries (hereinafter referred to as the "Company") that all
adjustments, which consist only of normal recurring adjustments, necessary
to present a fair statement of the results for such interim periods have
been included. These financial statements should be read in conjunction
with the Company's audited Consolidated Financial Statements for the year
ended February 3, 1996, included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission. All significant
intercompany accounts and transactions have been eliminated.
The February 3, 1996 Condensed Consolidated Balance Sheet amounts have
been derived from the Company's audited consolidated balance sheet
accounts.
Certain reclassifications have been made to the February 3, 1996 and
the October 28, 1995 financial statements to conform with the November 2,
1996 presentation.
2. NEW ACCOUNTING STANDARDS
In March 1995 the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." The Company adopted SFAS No. 121
during the first fiscal quarter of 1996. The implementation of SFAS No.
121 had no impact on the financial statements for the fiscal period
ended November 2, 1996.
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation," which was effective for the Company beginning
February 4, 1996. SFAS No. 123 requires expanded disclosures of stock-based
compensation arrangements with employees and encourages but does not
require compensation costs to be measured based upon the fair value of the
equity instrument awarded. Companies are permitted, however, to continue to
apply Accounting Principles Board ("APB") Opinion No. 25, which recognizes
compensation cost based on the intrinsic value of the equity instrument
awarded. The Company will continue to apply APB Opinion No. 25 to its stock
based compensation awards to employees and will disclose the required pro
forma effect on net income and earnings per share in the Company's year end
financial
6
<PAGE> 7
statements.
3. SEASONAL VARIATIONS IN BUSINESS
Due to the seasonal variations in the retail industry, the results of
operations for any interim period are not necessarily indicative of the
results expected for the full fiscal year.
4. FEDERAL AND STATE INCOME TAXES
The Company has provided for income taxes based on the estimated
annual effective rate method.
7
<PAGE> 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the condensed consolidated financial statements of the Company and the notes
thereto appearing elsewhere in this document.
RESULTS OF OPERATIONS
<TABLE>
The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items in the Company's condensed
consolidated statements of earnings for the fiscal periods shown below:
==================================================================================
<CAPTION>
Thirteen Thirty-nine
Weeks Ended Weeks Ended
- ----------------------------------------------------------------------------------
November 2, October 28, November 2, October 28,
1996 1995 1996 1995
(unaudited) (unaudited) (unaudited) (unaudited)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------
Cost of sales, buying and 58.9% 58.2% 61.6% 60.4%
occupancy
- ----------------------------------------------------------------------------------
Selling, general and 27.3% 26.9% 26.9% 27.2%
administrative expenses
- ----------------------------------------------------------------------------------
Operating income 13.7% 15.0% 11.4% 12.5%
- ----------------------------------------------------------------------------------
Interest expense, net 0.7% 0.6% 0.6% 0.4%
- ----------------------------------------------------------------------------------
Income before income taxes 13.0% 14.4% 10.9% 12.0%
- ----------------------------------------------------------------------------------
Income taxes 5.1% 5.8% 4.3% 4.8%
- ----------------------------------------------------------------------------------
Net income 8.0% 8.6% 6.6% 7.2%
==================================================================================
</TABLE>
THE 13 WEEKS ENDED NOVEMBER 2, 1996 COMPARED TO THE 13 WEEKS ENDED OCTOBER 28,
1995 (THIRD QUARTER)
Comparable store sales for the Company decreased 1.7% during the third
quarter. The Company's Misses and Petites stores continued to experience lower
levels of customer traffic than anticipated. The Company has continued to
implement its reduced spending plans and has taken other measures to adjust to
this decrease in its comparable store sales.
8
<PAGE> 9
Net sales in the third quarter of 1996 increased by $22.7 million to $247.5
million, or 10% over the third quarter of 1995. Operating income was $34.0
million in the third quarter of 1996 compared to $33.6 million in the third
quarter of 1995, an increase of 1%.
Retail store sales in the third quarter of 1996 increased by $17.7 million,
to $199.2 million, or 10%, over the third quarter of 1995. The percentage of the
Company's net sales derived from its retail stores decreased to 80.5% in the
third quarter of 1996 from 80.7% in the third quarter of 1995. The decrease in
retail store sales as a percentage of the Company's total net sales was due to
the lower than anticipated levels of customer traffic in retail stores and a 12%
increase in catalog sales. The increase in retail store sales was attributable
to the 30 new stores opened in the third quarter of 1996, the 36 new stores
opened in the first 26 weeks of 1996 and the 6 non-comparable stores that opened
in the last 13 weeks of 1995, which was offset by a decrease of $2.4 million in
comparable stores sales, or 1.7%, compared to the same period the previous year.
Comparable stores are those which were open for at least one full fiscal year.
When a new Talbots Petites store or a new Talbots Accessories & Shoes store is
opened adjacent to or in close proximity to an existing Misses store which would
qualify as a comparable store, such Misses store is excluded from the
computation of comparable store sales for a period of 13 months so that the
performance of the Misses assortment may be fairly compared.
Catalog sales in the third quarter of 1996 increased by $5.0 million, to
$48.3 million, or 12% compared to the third quarter of 1995. The percentage of
the Company's net sales derived from its catalogs increased to 19.5% in the
third quarter of 1996 from 19.3% in the third quarter of 1995 due to strong
catalog sales relative to store sales. The increase in catalog sales was largely
due to the strong performance of all key fall catalogs.
Because the Company sells a wide range of products which by their nature
are subject to constantly changing business strategies and competitive
positioning, it is not possible to attribute increases or decreases in retail
sales or catalog sales to specific changes in prices, changes in volume or
changes in product mix.
Cost of sales, buying and occupancy increased as a percentage of net sales
to 58.9% in the third quarter of 1996 from 58.2% in the third quarter of 1995
due to higher occupancy costs as a percentage of sales, which more than offset
an improvement in merchandise margin.
Selling, general and administrative expenses increased as a percentage of
net sales to 27.3% in the third quarter of 1996 from 26.9% in the third quarter
of 1995. Higher catalog costs were a significant contributor to this increase as
strong catalog sales produced an increase in the amortization of production
costs recognized during the period.
Interest expense, net, increased by $0.4 million, to $1.7 million, in the
third quarter of 1996 from the third quarter of 1995 primarily due to increased
borrowings to acquire additional merchandise to support the increase in selling
square footage, the regular seasonal build-up of inventories and the stock
repurchase program. The average total debt level, including short-term
9
<PAGE> 10
and long-term bank borrowings, was $129.2 million in the third quarter of 1996
compared to $95.6 million in the third quarter of 1995. The average interest
rate, including interest on short-term and long-term bank borrowings, was 6.1%
in the third quarter of 1996 compared to 6.5% in the third quarter of 1995.
THE 39 WEEKS ENDED NOVEMBER 2, 1996 COMPARED TO THE 39 WEEKS ENDED OCTOBER 28,
1995
Net sales in the first 39 weeks of 1996 increased by $33.5 million to
$715.8 million, or 5%, over the first 39 weeks of 1995. Operating income was
$81.9 million in the first 39 weeks of 1996 compared to $85.0 million in the
first 39 weeks of 1995, a decrease of 4%.
Retail store sales in the first 39 weeks of 1996 increased by $32.8
million, to $586.6 million, or 6%, over the first 39 weeks of 1995. The
percentage of the Company's net sales derived from its retail stores increased
to 82.0% in the first 39 weeks of 1996 from 81.2% in the first 39 weeks of 1995.
The increase in retail store sales as a percentage of the Company's total net
sales was due to the growth in retail store sales. The increase in retail store
sales was attributable to the 66 new stores opened in the first 39 weeks of
1996, 6 non-comparable stores that opened in the last 13 weeks of 1995 and
partially offset by a decrease of $16.6 million in comparable stores sales, or
3.8%, less than the comparable 39 week period in the previous year.
Catalog sales in the first 39 weeks of 1996 increased by $0.7 million, to
$129.2 million, or 1% over the first 39 weeks of 1995. The percentage of the
Company's net sales derived from its catalog decreased to 18.0% in the first 39
weeks of 1996 from 18.8% in the first 39 weeks of 1995, due to retail store
sales increasing at a higher rate than catalog sales. Although the Company
mailed 14% fewer catalogs during the first 39 weeks of this year compared to the
first 39 weeks of 1995, the improved productivity of the catalogs largely offset
this reduction in circulation. The reduction in catalog circulation continues a
strategic initiative to better target the distribution of catalogs to known
customers.
Cost of sales, buying and occupancy increased as a percentage of net sales
to 61.6% in the first 39 weeks of 1996 from 60.4% in the first 39 weeks of 1995.
The increase in cost of sales, buying and occupancy as a percentage of sales is
primarily due to the occupancy costs rising as a percentage of sales.
Selling, general and administrative expenses decreased as a percentage of
net sales to 26.9% in the first 39 weeks of 1996 from 27.2% in the first 39
weeks of 1995. This improvement was largely due to an increase in finance charge
income, related to higher customer accounts receivable, which resulted from the
reduction in the minimum payment terms on the Company's charge card. The
increase in the customer accounts receivable did not adversely impact the
Company's bad debt expense ratio.
Interest expense, net, increased by $1.2 million, to $4.0 million for the
first 39 weeks of
10
<PAGE> 11
1996 from the first 39 weeks of 1995 due to higher average debt levels. The
average total debt level, including short-term and long-term bank borrowings,
was $109.2 million in the first 39 weeks of 1996 compared to $69.9 million in
the first 39 weeks of 1995. The stock repurchase program was a significant
contributor to the higher debt levels. The average interest rate, including
interest on short-term and long-term bank borrowings, was 6.0% in the first 39
weeks of 1996 compared to 6.8% in the first 39 weeks of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of working capital are cash flows from
operating activities and a line-of-credit facility from five banks, with maximum
available short-term borrowings of $125.0 million. At November 2, 1996 and
October 28, 1995, the Company had $79.0 million of outstanding borrowings under
this line-of-credit facility, respectively. Additionally, the Company has a
revolving credit facility under which the current maximum available borrowing is
$50.0 million. At November 2, 1996 and October 28, 1995, and throughout the
respective 39 weeks then ended, the Company's borrowings under the revolving
credit facility were $50.0 and $35.0 million respectively. The Company's working
capital needs are typically at their lowest in the spring and peak during the
fall selling season.
During the first 39 weeks of 1996 cash decreased $1.4 million compared to a
decrease of $15.5 million during the first 39 weeks of 1995. The major changes
were an increase in customer accounts receivable following a reduction in the
minimum payment terms on the Company's charge card and a planned reduction in
the purchase of treasury stock pursuant to the Company's stock repurchase plan.
The extended stock purchase plan authorizes the Company to purchase up to $40
million of its common stock from time to time over a two year period. During the
first 39 weeks of 1996, the Company repurchased 616,844 shares of its common
stock at an average price of approximately $28 per share.
Capital expenditures for the first 39 weeks of 1996 were $35.5 million. The
Company used approximately $32.6 million for opening 66 new stores and expanding
and renovating existing stores. For the remainder of the fiscal year, the
Company currently anticipates an additional $14.5 million of capital
expenditures primarily for the opening of new stores and expanding and
renovating existing stores, for an expected total of $50.0 million of capital
expenditures for the current fiscal year. The actual amount of such capital
expenditures will depend on the number and type of stores being opened, expanded
and renovated, and the schedule of such activity during the remainder of fiscal
1996.
The Company's primary ongoing cash requirements will be to finance working
capital buildups during peak selling seasons, to fund new stores and expansions
and renovations of existing stores, to fund debt service payments for debt that
has not been refinanced, to fund the stock repurchase plan and to pay any
dividends that may be declared from time to time. The Company anticipates that
cash from operating activities and from its borrowing facilities will be
sufficient to meet these current requirements.
11
<PAGE> 12
The payment of dividends and the amount of any dividends are determined by
the Board of Directors and depends on a number of factors, including earnings,
operations, financial condition, capital requirements and general business
outlook. On November 6, 1996, the Company announced that its Board of Directors
had approved a quarterly dividend of $.09 per share payable on December 16, 1996
to shareholders of record as of December 2, 1996.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(b) REPORTS ON FORM 8-K
On November 12, 1996, the Company filed Current Report on Form
8-K dated October 30, 1996 discussing, under Item 5., "Other Items",
certain facts that may cause actual results to differ from certain
forward-looking information that may be made available by the Company
from time to time.
13
<PAGE> 14
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 TALBOTS, INC.
Dated: December 13, 1996 By: /s/ Edward L. Larsen
------------------------
Edward L. Larsen
Duly authorized officer and Senior
Vice President of Finance, Chief
Financial Officer, and Treasurer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-START> AUG-04-1996
<PERIOD-END> NOV-02-1996
<EXCHANGE-RATE> 1
<CASH> 13,435
<SECURITIES> 0
<RECEIVABLES> 90,530
<ALLOWANCES> 0
<INVENTORY> 195,769
<CURRENT-ASSETS> 341,888
<PP&E> 166,604
<DEPRECIATION> 0
<TOTAL-ASSETS> 653,770
<CURRENT-LIABILITIES> 171,917
<BONDS> 0
349
0
<COMMON> 0
<OTHER-SE> 419,868
<TOTAL-LIABILITY-AND-EQUITY> 653,770
<SALES> 715,763
<TOTAL-REVENUES> 715,763
<CGS> 441,246
<TOTAL-COSTS> 633,881
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,951
<INCOME-PRETAX> 77,931
<INCOME-TAX> 30,783
<INCOME-CONTINUING> 47,148
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,148
<EPS-PRIMARY> 1.42
<EPS-DILUTED> 0
</TABLE>
