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 MARCH 31, 1998 COMMISSION FILE NUMBER 1-996
OR
( ) TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
GENERAL SIGNAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0445660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
High Ridge Park,
Box 10010, Stamford, Connecticut 06904-2010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (203) 329-4100
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.
X
(Yes) (No)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, par value $1.00 43,634,760
(Class) (Outstanding at April 15, 1998)
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX
Page No.
PART I - FINANCIAL INFORMATION:
Statement of Earnings -
Three Months Ended March 31, 1998 and 1997 3
Balance Sheet -
As of March 31, 1998 and December 31, 1997 4
Condensed Statement of Cash Flow -
Three Months Ended March 31, 1998 and 1997 5
Notes to Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION 14
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Statement of Earnings
(In millions, except per-share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1998 1997
<S> <C> <C>
Net sales $374.4 $505.6
Cost of sales 264.9 357.3
Selling, general and administrative expenses 78.4 104.4
343.3 461.7
Operating earnings 31.1 43.9
Equity in earnings of EGS 10.0 - -
Interest expense, net (3.2) (3.4)
Earnings before income taxes 37.9 40.5
Income taxes 14.6 16.2
Net earnings $23.3 $24.3
Basic earnings per share $0.50 $0.47
Diluted earnings per share $0.50 $0.47
Dividends declared per share $0.27 $0.255
See accompanying notes to financial statements.
</TABLE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Balance Sheet
(In millions)
<TABLE>
<CAPTION>
(Unaudited) (Audited)
MARCH 31, DECEMBER 31,
<S> <C> <C>
ASSETS 1998 1997
Current assets:
Cash and cash equivalents $ 48.0 $ 50.0
Accounts receivable, net 274.6 285.4
Inventories, net 164.9 156.8
Prepaid expenses and other current assets 24.1 23.2
Deferred income taxes 50.8 52.7
Total current assets 562.4 568.1
Property, plant and equipment, net of accumulated
depreciation and amortization 238.8 240.7
Intangibles, net of accumulated amortization 261.3 264.3
Investment in EGS 132.8 133.1
Pension asset 134.2 127.5
Other assets 53.3 54.3
Total assets $1,382.8 $1,388.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
maturities of long-term debt $ 9.3 $ 9.0
Accounts payable 144.0 142.7
Accrued expenses 174.4 184.4
Income taxes 40.3 40.4
Total current liabilities 368.0 376.5
Long-term debt, less current maturities 226.5 207.4
Accrued post-retirement and post-employment
obligations 109.8 112.4
Deferred income taxes 52.3 50.3
Other liabilities 12.4 11.7
Total long-term liabilities 401.0 381.8
Shareholders' equity:
Common stock 78.5 78.5
Additional paid-in capital 365.8 367.2
Retained earnings 746.8 746.7
Accumulated other comprehensive loss (10.7) (11.8)
Common stock in treasury (566.6) (550.9)
Total shareholders' equity 613.8 629.7
Total liabilities and shareholders' equity $1,382.8 $1,388.0
See accompanying notes to financial statements.
</TABLE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statement of Cash Flow
(In millions)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1998 1997
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings $ 23.3 $ 24.3
Adjustments to reconcile net earnings
to net cash from operating activities
Equity in earnings of EGS (10.0) - -
Deferred income taxes 4.3 5.5
Depreciation and amortization 15.2 17.7
Pension credits (4.0) (3.6)
Other, net 0.6 (0.6)
Changes in assets and liabilities, net of
effects from acquisitions and divestitures (12.9) (23.4)
Net cash from operating activities 16.5 19.9
CASH FLOW FROM INVESTING ACTIVITIES:
Divestitures - - 2.4
Capital expenditures (10.2) (11.5)
Other, net 0.9 2.5
Net cash from investing activities (9.3) (6.6)
CASH FLOW FROM FINANCING ACTIVITIES:
Net change in short and long-term
borrowings 19.4 82.6
Dividends paid (12.7) (13.6)
Issuance of common stock 0.4 7.2
Purchase of common stock (16.3) (67.2)
Net cash from financing activities (9.2) 9.0
Net change in cash and cash equivalents (2.0) 22.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 50.0 17.7
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 48.0 $ 40.0
See accompanying notes to financial statements.
</TABLE>
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Notes to Financial Statements
(Unaudited)
1. In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments (consisting of normal, recurring items)
necessary for the fair presentation of results for these interim periods.
These results are based upon generally accepted accounting principles
consistently applied with those used in the preparation of the company's
1997 Annual Report on Form 10-K. The results of operations for the three-
month period ended March 31, 1998 are not necessarily indicative of the
results of operations that may be expected for the full year.
The financial information as of March 31, 1998 should be read in
conjunction with the financial statements contained in the company's 1997
Annual Report on Form 10-K.
2. Certain reclassifications have been made to the 1997 financial statements
to conform with the 1998 presentation.
3. INVENTORIES
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(In millions)
<S> <C> <C>
Finished goods $ 46.6 $ 43.9
Work in process 42.4 38.3
Raw material and purchased parts 88.6 87.3
Total FIFO cost 177.6 169.5
Excess of FIFO cost over LIFO
inventory value (12.7) (12.7)
Net carrying value $ 164.9 $ 156.8
</TABLE>
4. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(In millions)
<S> <C> <C>
Property, plant and equipment, at cost $ 584.8 $ 576.3
Accumulated depreciation and amortization (346.0) (335.6)
Property, plant and equipment, net $ 238.8 $ 240.7
</TABLE>
5. CAPITAL STOCK
March 31, December 31,
1998 1997
(In millions)
[S] [C] [C]
COMMON STOCK:
Shares authorized 150.0 150.0
Shares issued 65.0 65.0
Held in treasury (18.3) (17.9)
In April 1998, 2.8 million shares of common stock were repurchased by the
company under the stock buy-back program for $129.2 million.
6. COMPREHENSIVE INCOME
As of January 1, 1998, the company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS No.
130). SFAS No. 130 establishes rules for the reporting and display of
comprehensive income and its components. The adoption of this statement had
no impact on the company's net income or shareholders' equity. SFAS No. 130
requires foreign currency translation adjustments, which prior to adoption
were reported separately in shareholders' equity, to be included in a
presentation of other comprehensive income. Prior year financial statements
have been reclassified to conform to the requirements of SFAS No. 130.
During the first quarter of 1998 and 1997, total comprehensive income
amounted to $24.4 million and $20.2 million, respectively. The components,
net of related tax, were as follows:
Three Months Ended March 31,
1998 1997
(In millions)
Net income $ 23.3 $ 24.3
Foreign currency translation adjustments 1.1 (4.1)
Comprehensive income $ 24.4 $ 20.2
The components of accumulated other comprehensive loss, net of related tax,
were as follows:
March 31, December 31,
1998 1997
(In millions)
Foreign currency translation adjustments $ (9.0) $ (10.1)
Minimum pension liability adjustment (1.7) (1.7)
Accumulated other comprehensive loss $(10.7) $ (11.8)
7. BUSINESS SEGMENT INFORMATION
Three Months Ended March 31,
1998 1997
(In millions)
NET SALES:
Process Controls $ 119.1 $ 174.7
Electrical Controls 163.4 236.0
Industrial Technology 91.9 94.9
$ 374.4 $ 505.6
OPERATING EARNINGS:
Process Controls $ 13.7 $ 17.1
Electrical Controls 12.4 18.7
Industrial Technology 14.8 18.3
Total operating earnings before unallocated
expenses, equity earnings and interest 40.9 54.1
Equity in earnings of EGS 10.0 - -
Net interest expense (3.2) (3.4)
Unallocated expenses (9.8) (10.2)
Earnings before income taxes $ 37.9 $ 40.5
8. SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOW
Three Months Ended March 31,
1998 1997
(In millions)
CASH PAID FOR:
Interest $ 3.2 $ 3.9
Income taxes $ 17.0 $ 10.6
The company had the following non-cash
financing activity:
Conversion of convertible debt into
common stock $ - - $ 39.3
9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (in millions, except for per-share data):
Three Months Ended March 31,
1998 1997
Numerator:
Numerator for basic and diluted earnings
per share - net income $ 23.3 $ 24.3
Effect of dilutive securities:
5.75 percent convertible
subordinated notes - - 0.2
Numerator for diluted earnings per
share - income available to common
shareholders after assumed
conversion $ 23.3 $ 24.5
Denominator:
Denominator for basic earnings per
share - weighted-average shares 46.7 52.2
Effect of dilutive securities:
Employee stock options 0.2 0.2
5.75 percent convertible
subordinated notes - - 0.1
Restricted stock 0.1 - -
Dilutive potential common shares 0.3 0.3
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 47.0 52.5
Basic earnings per share $ 0.50 $ 0.47
Diluted earnings per share $ 0.50 $ 0.47
10. REPURCHASE OF SHARES
On June 19, 1997 the Board of Directors approved a stock buy-back program of
up to $150.0 million and on September 18, 1997, the Board of Directors
approved an increase of this program to $300.0 million. Through March 31,
1998, 4.0 million shares had been repurchased under the program for $170.8
million. As of April 15, 1998, the program was completed with the total of 6.8
million shares repurchased for $300.0 million.
11. EGS JOINT VENTURE
The company owns a 47.5 percent interest in EGS Electrical Group, LLC (EGS), a
joint venture with Emerson Electric Company. The company accounts for its
investment in EGS under the equity method of accounting. Effective January 1,
1998, the company began accounting for its investment in EGS on a three-month
lag basis. EGS' fiscal year-end is September 30, 1998. EGS' operations for
the period from October 1, 1997 to December 31, 1997 were the following (in
millions):
EGS:
Net sales $135.5
Gross profit 52.8
Pre-tax income 20.9
EGS' pre-tax income for the quarter ended March 31, 1998 was not materially
different than the pre-tax income earned during the previous quarter.
The company's investment in EGS at March 31, 1998 was approximately $17
million less than its equity in the joint venture's net assets at December 31,
1997. The difference between the company's investment and EGS' net assets is
being amortized on a straight-line basis over an estimated economic life of 40
years.
Condensed balance sheet information of EGS as of December 31, 1997 was as
follows (in millions):
Current assets $149.0
Noncurrent assets 241.7
Current liabilities 59.4
Noncurrent liabilities 16.0
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions, except per-share data)
RESULTS OF OPERATIONS - FIRST QUARTER 1998 COMPARED TO FIRST QUARTER 1997
<TABLE>
<CAPTION>
1998 1997 Change
<S> <C> <C> <C>
Net sales $374.4 $505.6 (25.9%)
Gross profit 109.5 148.3 (26.2%)
Margin percent 29.2% 29.3%
Selling, general and
administrative expenses 78.4 104.4 (24.9%)
Percent of sales 20.9% 20.6%
Operating earnings 31.1 43.9 (29.2%)
Equity in earnings of EGS 10.0 - - - -
Interest expense, net (3.2) (3.4) (5.9%)
Earnings before income taxes 37.9 40.5 (6.4%)
Income taxes 14.6 16.2 (9.9%)
Net earnings 23.3 24.3 (4.1%)
Net earnings per share:
Basic $0.50 $0.47 6.4%
Diluted $0.50 $0.47 6.4%
</TABLE>
BUSINESS DIVESTITURES: In August 1997, the company sold the General Signal Pump
Group (GSPG), a unit of the Process Controls sector, and in September 1997, the
company contributed the net assets of General Signal Electrical Group (GSEG), a
unit of the Electrical Controls sector, to the EGS Electrical Group (EGS), a
joint venture with Emerson Electric's Appleton Electric operations. The company
accounts for its investment in EGS under the equity method of accounting.
Effective January 1, 1998, the company began accounting for its investment in
EGS on a three-month lag basis. This change did not have a material impact on
the company's results of operations for the first quarter of 1998.
NET SALES: Consolidated sales decreased 25.9 percent from 1997 levels primarily
due to the sale of GSPG and contribution of the net assets of GSEG to EGS.
Adjusted for the disposition of GSPG and the contribution of GSEG's net assets
to EGS, net sales decreased approximately 1.5 percent, reflecting lower volume
in the Process Control and Industrial Technology sectors. International sales
represented approximately 28 percent of total net sales in 1998 versus 23
percent in 1997. The increase resulted from the disposition of GSPG and the
contribution of GSEG to EGS. Historically, international sales for GSPG and GSEG
were a small portion of their total sales. Additionally, international sales
increased due to higher sales of new channel switch products.
Process Control sector sales were $119.1 in the first quarter of 1998 as
compared to $174.7 in the same period in 1997. The majority of the decrease was
due to the sale of GSPG, which recorded sales of approximately $49 in the first
quarter of 1997. Sector sales were also impacted by lower volume of mixers due
to a general softening in all product lines.
Sales in the Electrical Controls sector decreased 30.8 percent to $163.4 from
$236.0 in the same period of last year. The decrease was primarily due to the
company's contribution of GSEG's net assets to EGS. GSEG's sales in the first
quarter of 1997 were approximately $76. Adjusted for the contribution of GSEG's
net assets to EGS, net sales increased approximately 2.4 percent, as a result of
strong sales of fire detection systems and medium power transformers in the U.S.
Partially offsetting these increases was lower volume of electrical motors due
to the mild winter and more companies producing motors in-house.
Industrial Technology sector sales decreased 3.2 percent to $91.9 versus $94.9
in the same period in 1997. Decreases in NCOE matrix sales, which had higher
sales in the first quarter of 1997 due to a new application, and data networking
sales were partially offset by an increase in CD9000(TM) Director sales, a
product introduced in late 1996.
GROSS PROFIT: 1998 gross profit as a percentage of sales decreased to 29.2
percent from 29.3 percent in the first quarter of 1997. The decrease was due to
lower sales of high margin products, partially offset by productivity
improvements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses as a percentage of sales increased to 20.9 percent in
1998 compared to 20.6 percent in the first quarter of 1997. First quarter 1998
expenses were higher due primarily to the impact of fixed expenses on lower
sales volume. Included in selling, general and administrative expenses was
pension income of $4.0 in 1998 and $3.6 in 1997.
OPERATING EARNINGS: Consolidated operating earnings decreased 29.2 percent from
first quarter 1997 primarily due to the sale of GSPG and contribution of the net
assets of GSEG to EGS.
Operating earnings for the Process Controls sector was $13.7 compared to $17.1
for the same period in 1997. The decrease was due to the sale of GSPG, the lower
mixer volume and sales of lower margin products, partially offset by a reduction
in variable selling expenses and freight costs.
Electrical Controls sector operating earnings decreased to $12.4, versus $18.7
in the same period in 1997. The decrease was due to the company's contribution
of GSEG's net assets to EGS. Adjusting for the GSEG contribution to EGS,
operating earnings increased approximately 40 percent over the prior year,
reflecting higher volume and productivity improvements.
Industrial Technology sector operating earnings decreased to $14.8 versus $18.3
in the same period in 1997. The decrease was due to lower sales of high margin
NCOE product as well as higher professional services, travel and staffing
related expenses.
Unallocated expenses decreased to $9.8 versus $10.2 in the same period in 1997.
The decrease resulted from a reduction in work force, partially offset by higher
recruiting, relocation and facility costs.
INTEREST EXPENSE: Net interest expense decreased 5.9 percent to $3.2 versus $3.4
in the same period of 1997. Lower average debt levels, resulting from the sale
of GSPG, caused the decline in interest expense.
NET EARNINGS: Net earnings were $23.3 or $0.50 per share in 1998 compared to
$24.3 or $0.47 per share in 1997. The company's effective tax rate for the
quarter was 38.5 percent in 1998 versus 40.0 percent in the first quarter of
1997. The effective tax rate decreased due to increased tax credits. 1998
earnings per share reflects lower average shares versus the first quarter of
1997 due to the stock buy-back program.
FINANCIAL CONDITION - MARCH 31, 1998 COMPARED TO DECEMBER 31, 1997
The following summarizes the cash flow activity for the first three months of
1998 compared to the first three months of 1997.
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Cash flow from operating activities $16.5 $19.9
Divestitures - - 2.4
Capital expenditures (10.2) (11.5)
Other investing activities 0.9 2.5
Cash flow from investing activities (9.3) (6.6)
Debt borrowings/(repayments) 19.4 82.6
Dividends paid (12.7) (13.6)
Issuance of common stock 0.4 7.2
Purchase of common stock (16.3) (67.2)
Cash flow from financing activities (9.2) 9.0
Net changes in cash and cash equivalents (2.0) 22.3
Total debt to capitalization 27.8% 25.5%
</TABLE>
Included in operating cash flow for 1998 and 1997 were expenditures of $1.7 and
$2.0, respectively, related to previously divested operations and $2.1 and $1.7,
respectively, for severance pay.
Operating cash flow for the first three months of 1998 decreased in comparison
to the first three months of 1997 primarily due to the reinvestment of EGS'
earnings into the business and lower change in working capital.
In September 1997, the company announced its intention to explore the spin-off
of its GS Networks unit and the possible disposition of three other units. These
four units accounted for approximately 19 percent of the company's 1997 net
sales. On February 11, 1998, the company filed a ruling request with the
Internal Revenue Service (IRS) related to the GS Networks' spin-off. It is
anticipated that the spin-off will occur in the third quarter of 1998 if
favorable market conditions exist and a favorable IRS ruling is received.
On June 19, 1997, the Board of Directors approved a stock buy-back program of up
to $150.0 and on September 18, 1997, the Board of Directors approved an increase
of this program to $300.0. As of April 15, 1998, the program was completed with
the total of 6.8 million shares repurchased for $300.0.
Total debt-to-total capitalization was 27.8 percent at March 31, 1998, up from
25.6 percent at year-end. Higher debt levels and lower equity since year-end,
due to the stock buy-back program, caused the ratio to increase. Debt levels
continued to increase in April as the company completed its share repurchase
program. If the stock buy-back program had been completed in March 1998, total
debt-to-total capitalization would have been 43.0 percent. The company is well
positioned to finance future working capital requirements and capital
expenditures through current earnings and available credit facilities.
SAFE HARBOR; FORWARD-LOOKING STATEMENTS
This 10-Q contains various forward-looking statements and includes assumptions
concerning the company's operations, future results and prospects. The company's
forward-looking statements are based on the company's current expectations,
which are subject to a number of risks and uncertainties that could materially
affect or reduce such operations and earnings. In connection with the "safe
harbor" provisions of the Private Securities Reform Act of 1995, the company
provides the following cautionary statement identifying important economic,
political and technological factors, among others the absence of which could
cause the actual results to differ materially from those set forth in or implied
by the forward-looking statements and related assumptions. Such factors include
the failure of: (1) a continuation of the increased order rate experienced
during 1997, (2) productivity improvements meeting or exceeding budget, (3) new
products under development being produced and accepted as anticipated, (4)
stable governments and business conditions in emerging economies and (5) stable
exchange rates between currencies in which the company is buying or selling
materials and products. Further, since the company is a producer of capital
goods and equipment, its results can vary with the relative strength of the
economy. Demand for products in the Process Controls sector follows the demand
for capital goods orders. The Electrical Controls sector depends upon several
markets, principally the nonresidential construction and computer equipment
industries. The Industrial Technology sector depends on several markets,
primarily automotive, mass transportation, and telecommunications equipment.
Mass transportation depends upon continued federal and local government
spending, and telecommunications is dependent upon continued research and
development and the continued success of new product introductions. While no one
marketplace or industry has a major impact on the company's operations or
results, the inherent pace of technological changes presents certain risks that
the company monitors carefully.
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders of the Registrant (the "Meeting") was
held on April 16, 1998.
(b) The Registrant solicited proxies for the Meeting pursuant to Regulation
14; there was no solicitation in opposition to management's nominees for
directors as listed in the Proxy Statement, and all such nominees were
elected.
(c) The following describes the matters voted upon at the Meeting and sets
forth the number of votes cast for, against or withheld and the number
of abstentions as to each such matter:
(i) Election of directors:
Nominee For Withheld
H. Kent Bowen 39,980,594 638,540
Michael D. Lockhart 39,866,020 753,114
Ursula F. Fairbairn 39,979,174 639,960
The directors whose term of office as a director continued after the
Meeting are Van C. Campbell, Michael A. Carpenter, Robert D. Kennedy,
Ronald. E. Ferguson and John R. Selby.
(ii) Authorization of appointment of Ernst & Young LLP as independent
auditors for 1998:
For Against Abstain
40,371,102 163,964 84,067
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
27.0 Financial Data Schedule
Reports on Form 8-K:
The registrant did not file any reports on Form 8-K during the
quarter covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL SIGNAL CORPORATION
/S/ RAYMOND L. ARTHUR
Raymond L. Arthur
Vice President and Controller
Chief Accounting Officer
DATE: MAY 4, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and the statement of earnings and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000040834
<NAME> GENERAL SIGNAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 48,000
<SECURITIES> 0
<RECEIVABLES> 289,000
<ALLOWANCES> 14,400
<INVENTORY> 164,900
<CURRENT-ASSETS> 562,400
<PP&E> 584,800
<DEPRECIATION> 346,000
<TOTAL-ASSETS> 1,382,800
<CURRENT-LIABILITIES> 368,000
<BONDS> 226,500
0
0
<COMMON> 78,500
<OTHER-SE> 535,300
<TOTAL-LIABILITY-AND-EQUITY> 1,382,800
<SALES> 374,400
<TOTAL-REVENUES> 374,400
<CGS> 264,900
<TOTAL-COSTS> 343,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 300
<INTEREST-EXPENSE> 3,200
<INCOME-PRETAX> 37,900
<INCOME-TAX> 14,600
<INCOME-CONTINUING> 23,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,300
<EPS-PRIMARY> 0.50
<EPS-DILUTED> 0.50
</TABLE>
