<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1995
--------------------------------------------------
Commission file number 1-892
--------------------------------------------
THE B.F.GOODRICH COMPANY
--------------------------------------------------------
NEW YORK 34-0252680
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
3925 EMBASSY PARKWAY, AKRON, OHIO 44333-1799
- ---------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216-374-3985
--------------
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
----- -----
As of March 31, 1995 there were 25,886,442 shares of common stock
outstanding. There is only one class of common stock.
<PAGE> 2
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM I. Financial Statements
THE B.F.GOODRICH COMPANY
CONSOLIDATED STATEMENT OF INCOME
(Dollars in millions, except per share amounts)
<CAPTION>
Three Months Ended
March 31,
-------------------------
1995 1994
--------- ---------
<S> <C> <C>
Sales $ 594.0 $ 502.4
Operating Costs and Expenses:
Cost of Sales 416.1 359.0
Selling and administrative expenses 130.4 117.2
--------- ---------
546.5 476.2
--------- ---------
Total operating income 47.5 26.2
Interest expense (12.4) (11.7)
Interest income 0.4 0.4
Other expense - net (6.9) (6.9)
--------- ---------
Pretax income 28.6 8.0
Income tax expense (11.0) (3.1)
--------- ---------
Net Income 17.6 4.9
Dividends on preferred stock (1.9) (2.0)
--------- ---------
Net income applicable to common stock $ 15.7 $ 2.9
========= =========
Earnings per common share - primary and
fully diluted $ 0.61 $ 0.11
Weighted average number of common shares - primary
and fully diluted (in millions) 25.8 25.7
Dividends paid per common share $ 0.55 $ 0.55
</TABLE>
Page 2
<PAGE> 3
<TABLE>
THE B.F.GOODRICH COMPANY
CONSOLIDATED BALANCE SHEET
(Dollars in millions, except per share amounts)
<CAPTION>
March 31, December 31,
1995 1994
---------- ----------
<S> <C> <C>
ASSETS
- ------
Current Assets
Cash and cash equivalents $ 40.4 $ 35.8
Accounts and notes receivable, less allowances
for doubtful receivables (March 31, 1995
$11.0; December 31, 1994 - $10.4) 403.4 384.5
Inventories 376.4 358.8
Deferred income tax assets 64.9 64.9
Prepaid expenses and other assets 35.7 34.8
---------- ----------
Total Current Assets 920.8 878.8
---------- ----------
Deferred Income Tax Assets 54.0 57.0
Property
Land, buildings and machinery and equipment 1,495.0 1,464.1
Allowances for depreciation and amortization (617.2) (590.8)
---------- ----------
Total Property 877.8 873.3
---------- ----------
Goodwill 499.0 497.9
Identifiable Intangible Assets 51.2 51.6
Intangible Pension Asset 49.6 49.5
Other Assets 58.4 60.8
---------- ----------
$ 2,510.8 $ 2,468.9
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Short-term bank debt $ 121.1 $ 70.4
Accounts payable 232.6 239.1
Accrued expenses 237.2 246.9
Income taxes payable 31.2 26.4
Current maturities of long-term debt
and capital lease obligations 55.3 55.2
---------- ----------
Total Current Liabilities 677.4 638.0
---------- ----------
Long-term Debt and Capital Lease Obligations 419.7 427.1
Postretirement Benefits Other Than Pensions 355.5 353.6
Other Non-current Liabilities 133.6 127.6
Shareholders' Equity
$3.50 Cumulative Convertible Preferred Stock, Series
D (stated at involuntary liquidation value of $50
per share) 2,200,000 shares issued and outstanding 110.0 110.0
Common Stock - $5 par value
Authorized 100,000,000 shares; issued 25,966,660
shares at March 31, 1995 and 25,950,722
shares at December 31, 1994 129.8 129.8
Additional capital 402.5 401.7
Income retained in the business 307.1 305.7
Cumulative unrealized translation adjustments 13.6 4.9
Amount related to recording minimum pension liability (18.6) (18.6)
Unearned portion of restricted stock awards (16.3) (3.9)
Common stock held in treasury, at cost (80,218
shares at March 31, 1995 and 160,566 shares
at December 31, 1994) (3.5) (7.0)
---------- ----------
Total Shareholders' Equity 924.6 922.6
---------- ----------
$ 2,510.8 $ 2,468.9
========== ==========
</TABLE>
Page 3
<PAGE> 4
<TABLE>
THE B.F.GOODRICH COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
<CAPTION>
Three Months Ended
March 31,
-------------------------
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 17.6 $ 4.9
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 30.4 27.7
Deferred income taxes 3.0 0.6
Change in assets and liabilities, net of effects
of acquisitions and dispositions of businesses:
Receivables (16.1) (29.1)
Inventories (14.2) 3.4
Other current assets (0.7) (2.1)
Accounts payable (8.8) 10.3
Accrued expenses (10.9) (4.3)
Income taxes payable 4.9 (7.0)
Other non-current assets and liabilities 11.7 0.9
--------- ---------
Net cash provided by operating activities 16.9 5.3
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property (27.8) (23.6)
Proceeds from sale of property 0.9 0.3
Payments made in connection with acquisitions
net of cash acquired (3.6) -
--------- ---------
Net cash (used) by investing activities (30.5) (23.3)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in short-term debt 50.5 27.8
Proceeds from issuance of long-term debt 19.0 -
Repayment of long-term debt and capital lease obligations (26.3) (1.6)
Proceeds from issuance of capital stock 0.5 0.3
Purchases of treasury stock (10.4) -
Dividends (16.2) (16.1)
--------- ---------
Net cash provided by financing activities 17.1 10.4
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1.1 0.3
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4.6 (7.3)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 35.8 33.4
--------- ---------
CASH AND CASH EQUIVALENTS AT MARCH 31 $ 40.4 $ 26.1
========= =========
Supplemental Cash Flow Information:
Income taxes paid $ 0.6 $ 8.5
========= =========
Interest paid, net of amount capitalized $ 16.1 $ 14.1
========= =========
</TABLE>
Page 4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A: BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION
------------------------------------------------
The accompanying unaudited condensed consolidated financial
statements of The B.F.Goodrich Company (BFGoodrich or Company)
have been prepared in accordance with the instructions to Form
10-Q and do not include all of the information and footnotes
required by generally accepted accounting principles for complete
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 consolidated financial
statements and footnotes included in the Company's annual report
on Form 10-K for the year ended December 31, 1994.
NOTE B: INVENTORY - Inventories included in the accompanying
condensed consolidated balance sheet consist of:
<TABLE>
<CAPTION>
(Dollars in Millions)
-----------------------
March 31 December 31
1995 1994
-------- -----------
<S> <C> <C>
FIFO or average cost
(which approximates
current costs):
Finished Products $179.6 $163.9
In Process 118.8 114.9
Raw Materials & Supplies 138.9 141.1
----- -----
437.3 419.9
Reserve to reduce certain
inventories to LIFO (60.9) (61.1)
----- -----
Total $376.4 $358.8
===== =====
</TABLE>
NOTE C: DEBT - During the first quarter of 1995, the Company
increased its short-term bank debt by $50.7 million of which
$49.7 was borrowed under its domestic money market facilities.
In addition, the Company issued $19 million of 30-year non-
callable fixed-rate notes at an average interest rate of
approximately 8.6 percent. Also, the Company repaid a $25.0
million, 6.51 percent note which matured in January. A $25.0
million, 7.23 percent note maturing in January of 1996 has been
classified as current maturities of long-term debt.
- 5 -
<PAGE> 6
NOTE D: CAPITAL STOCK - During the first quarter of 1995, 15,938
shares of authorized but previously unissued shares of common
stock were issued under various employee compensation plans. In
addition, 379,250 shares of treasury stock were issued under
stock award plans and 65,125 shares of unearned shares under
performance plans were forfeited and returned to treasury stock.
Also, purchases of 233,777 shares of treasury stock were made.
NOTE E: COMMITMENTS AND CONTINGENCIES - BFGoodrich and its
subsidiaries have numerous purchase commitments for materials,
supplies and energy incident to the ordinary course of business.
There are pending or threatened against BFGoodrich or its
subsidiaries various claims, lawsuits and administrative
proceedings, all arising from the ordinary course of business
with respect to commercial, product liability and environmental
matters, which seek remedies or damages. BFGoodrich believes
that any liability that may finally be determined should not have
a material effect on the Company's consolidated financial
position or results of operations. The Company is also involved
in legal proceedings as a plaintiff involving contract, patent
protection, environmental and other matters. Gain contingencies,
if any, are recognized when they are realized.
A significant portion of the environmental liability relates to
six sites of which five sites relate to businesses previously
divested. Two of the most significant variables in determining
the Company's ultimate liability are the remediation method
ultimately adopted for the site and the Company's share of the
total site remediation cost. With respect to these sites, the
Company's maximum percentage share of the ultimate remediation
costs is fixed. The five sites relating to businesses previously
divested are all in the design or construction phases, and as a
result, the remediation plan is generally known. At one of the
sites the construction phase is essentially complete. While
reasonable estimates of the ultimate completion cost can be made,
the final cost at completion can vary significantly as a result
of changes made during the construction phase and changed
regulatory agency requirements, all of which are difficult to
predict.
The Company and its subsidiaries are generators of both hazardous
wastes and nonhazardous wastes, the treatment, storage,
transportation and disposal of which are subject to various laws
and governmental regulations. Although past operations were in
substantial compliance with the then applicable regulations, the
Company has been designated as a potentially responsible party by
the U.S. Environmental Protection Agency in connection with
approximately 39 sites, most of which related to businesses
previously disposed. The Company believes it may have continuing
liability only with respect to not more than 23 sites.
- 6 -
<PAGE> 7
Management believes that any changes in estimates that may occur
as a result of new information will not be material to the
Company's financial position.
NOTE F: DISPOSITION
-----------
On February 27, 1995, BFGoodrich entered into an agreement to
sell Arrowhead Industrial Water, Inc. (Arrowhead) to United
States Filter Corporation. Arrowhead represents substantially
all of the Specialty Chemicals' Water Systems and Services
business group and accounted for approximately 4 percent of that
business segment's 1994 sales. The sale closed on May 4, 1995,
for a price of $80 million, subject to adjustments. During the
second quarter, BFGoodrich expects to realize a pretax gain on the
sale of approximately $6.0 million, subject to adjustments.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS
-------------------------------------------------
COMPARISON OF THE FIRST QUARTER OF 1995
TO THE FIRST QUARTER OF 1994
---------------------------------------
TOTAL COMPANY
-------------
Sales in the first quarter of 1995 increased to $594.0 million,
or 18 percent over the same period of 1994. Adjusted for 1994
acquisitions, sales increased 14 percent. Increased sales
resulted primarily from internal growth.
Cost of sales as a percent of sales from the first quarter of
1994 to the same period of 1995 decreased by 1 percentage point.
Overall, cost of sales increased to $416.1 million in the first
quarter of 1995, from $359.0 million in the same period of 1994.
Selling and administrative expenses for the first quarter
increased by 11 percent from the prior year period. The increase
primarily reflects higher variable selling costs driven by
increased volume, and higher fixed costs attributable to 1994
acquisitions and expanding international operations. As a
percent of sales, selling and administrative expenses declined to
22 percent from 23 percent reflecting improvements in both sales
and cost containment.
An expanded analysis of sales and operating income by business
segment is discussed below.
The Company's operations are classified into two reportable
business segments: BFGoodrich Aerospace (Aerospace) and
BFGoodrich Specialty Chemicals (Specialty Chemicals). Aerospace
consists of four business groups: Landing Systems; Sensors and
- 7 -
<PAGE> 8
Integrated Systems; Safety Systems; and Maintenance, Repair and
Overhaul. They serve commercial, military, regional, business
and general aviation markets. Specialty Chemicals consists of
four business groups: Specialty Additives; Specialty Plastics;
Sealants, Coatings and Adhesives; and Water Systems and Services.
They serve various markets, such as personal care,
pharmaceuticals, printing, textiles, automotive, building
maintenance and construction.
Other Operations currently include the manufacture of chlor-
alkali and olefins. Corporate includes general corporate
administrative costs and central research expenses. Segment
operating income is total segment revenue reduced by operating
expenses directly identifiable with that business segment.
Intersegment eliminations are included in Corporate and are not
significant in any period.
<TABLE>
<CAPTION>
SALES OPERATING INCOME
Three Months Ended Three Months Ended
March 31, March 31,
- ------------------ -----------------
1995 1994 1995 1994
---- ---- ------ -----
<C> <C> <S> <C> <C>
$276.6 $255.8 Aerospace $ 27.8 $ 28.7
261.5 209.7 Specialty Chemicals 12.0 10.1
----- ----- ---- ----
538.1 465.5 Total Reportable Segments 39.8 38.8
55.9 36.9 Other Operations 19.4 (1.2)
- - Corporate (11.7) (11.4)
----- ----- ----- -----
$594.0 $502.4 Total $ 47.5 $ 26.2
===== ===== ===== =====
</TABLE>
AEROSPACE
---------
Sales of the Aerospace business segment increased by 8 percent to
$276.6 million in the first quarter of 1995 over the same quarter
of 1994 as a result of internal growth. Sales increased with
every Group, except the Sensors and Integrated Systems Group,
contributing to year-to-year growth.
The Landing Systems Group sales increased by 2 percent to $80.2
million. Initial airline sales for Boeing 777 wheels and brakes
were recognized in the quarter. The Group experienced strong
demand in several wheel and brake programs, including Boeing 737
and 757, and out-of-production aircraft, such as Boeing 727 and
L-1011. These gains more than offset softness in landing gear
sales resulting from reductions in commercial and military
aircraft build rates.
The Sensors and Integrated Systems Group reported sales of $64.9
million, a decrease of 6 percent from the same period last year.
The sales decline was primarily attributable to reductions in
commercial and military aircraft production levels.
- 8 -
<PAGE> 9
The Safety Systems Group reported sales of $53.1 million, an
increase of 16 percent over the first quarter of 1994. Stronger
demand for pneumatic deicing products and aviation collision
warning systems provided most of this growth.
The Maintenance, Repair and Overhaul Group sales increased by 25
percent to $78.4 million, reflecting stronger demand in all
businesses. Particularly strong revenue growth in the Landing
Gear Services and the Transport, Repair and Maintenance Divisions
resulted from new contract awards with Continental Airlines and
Alaska Airlines.
The Aerospace segment reported operating income of $27.8 million,
a decrease of 3 percent from the same period last year. The
segment's highest sales growth group, Maintenance, Repair and
Overhaul, experienced start-up, training and other growth-related
production inefficiencies that depressed margins in the first
quarter of 1995. Reductions in original equipment sales from the
prior year also contributed to the operating income decline.
SPECIALTY CHEMICALS
-------------------
Operating results for the first quarter of 1995 showed
improvement compared to the first quarter of 1994, principally as
a result of volume growth and higher prices and partially as a
result of acquisitions. Sales increased 25 percent to $261.5
million. Adjusted for 1994 acquisitions, sales increased 15
percent.
The Specialty Plastics Group sales increased by 19 percent to
$64.4 million. All major product lines had sales improvements
stemming from volume gains and price increases to help offset
significant increases in raw material costs.
The Specialty Additives Group sales increased by 40 percent to
$115.2 million. Adjusted for 1994 acquisitions, sales increased
15 percent. Higher volume in all major product lines, and price
increases in light of significant increases in raw material costs
were primarily responsible for the improved sales.
Sales in the Sealants, Coatings and Adhesives Group increased by
12 percent to $69.3 million. The increase reflected primarily
higher sales in the Transportation Products and the Roofing and
Building Maintenance Divisions.
The Water Systems and Services Group sales increased by 5 percent
to $12.6 million. Sales gains primarily reflected an increase in
equipment sales. As discussed in Note F to the accompanying
condensed consolidated financial statements, the Company entered
into an agreement to sell Arrowhead Industrial Water, Inc. The
sale closed on May 4, 1995, for a price of $80 million, subject
to adjustments.
- 9 -
<PAGE> 10
Operating income of the Specialty Chemicals segment in the first
quarter of 1995 increased by 19 percent to $12.0 million compared
to the first quarter of 1994. Adjusted for 1994 acquisitions,
operating income increased 2 percent. This increase was
principally a result of higher sales volume. Price increases in
1995 were more than offset by significant raw material cost
increases for acrylates, butadiene, styrene, polyvinyl chloride,
butanediol, and acrylic acid, and by increases in fixed costs
which resulted in reduced gross margins. Further price increases
became effective in April 1995, primarily in the Specialty
Additives Group, which the Company believes will begin to restore
margins.
OTHER OPERATIONS
----------------
Chlor-Alkali and Olefins
- ------------------------
Chlor-Alkali and Olefins first quarter sales increased 51 percent
to $55.9 million over the same period last year. Operating income
increased to $19.4 million in the first quarter as compared to an
operating loss of $1.2 million in the same period last year. The
increases in sales and operating income primarily resulted from
strong price and volume increases in the ethylene, propylene and
caustic products and strong volume gains for chlorine. During the
second quarter, the Chlor-Alkali and Olefins businesses have a
previously scheduled manufacturing shutdown which occurs approximately
every four years. The shutdown is scheduled to last up to two weeks.
CORPORATE
---------
Corporate expenses remained virtually unchanged from 1994, at
$11.7 million reflecting management's continuing overhead expense
control activities. In March 1995, the Company announced a
voluntary retirement program for eligible salaried employees at
the Company's corporate headquarters, central research facilities
and Aerospace segment headquarters. Eligible employees had until
April 17, 1995 to elect early retirement. A total of 31
employees elected the early retirement benefits. The Company
will record a charge of approximately $3.0 million during the
second quarter of 1995 to reflect the termination benefits to be
paid under the early retirement program.
TAXES
-----
For the first quarter of 1995, an income tax provision of $11.0
million was recorded on pretax income of $28.6 million, an
effective tax rate of 38.5 percent. For the same period last
year, an income tax provision of $3.1 million was recorded on
pretax income of $8.0 million, an effective tax rate of 38.8
- 10 -
<PAGE> 11
percent. For each year, the rate is higher than the federal
statutory rate principally due to state and local income taxes.
CAPITAL RESOURCES AND LIQUIDITY
-------------------------------
Working capital increased during the first quarter of 1995, to
$243.4 million from $240.8 million. This slight increase was the
net effect of increases in accounts receivable and inventory
offset by an increase in short-term bank debt. Other liquidity
measures, a current ratio of 1.4 and a quick ratio of 0.7,
remained unchanged during the first quarter. In connection with
the Company's sale of Arrowhead Industrial Water, Inc. on May 4,
1995, the Company received proceeds of $80.2 million.
The Company maintains $325.0 million of uncommitted money market
facilities with various banks to meet its short-term borrowing
requirements. As of March 31, 1995, $166.8 million of these
lines were unused and available to meet working capital
requirements.
The Company also maintains approximately $300 million of
committed domestic revolving credit agreements with various
banks. At March 31, 1995 and throughout the quarter, these
facilities were not in use. The facilities remain in place
through mid-1997 unless extended by the Company with the approval
of the banks.
In addition, the Company has an effective shelf registration
statement with the Securities and Exchange Commission providing
the ability to issue up to $250.0 million of public debt
securities. During the first quarter of 1995, the Company
issued, under this shelf registration, $19.0 million of fixed-
rate non-callable notes due in 2025 at an average interest rate
of approximately 8.6 percent. Proceeds were used for general
corporate purposes, principally to reduce short-term borrowings.
The Company believes that its credit facilities are sufficient to
meet longer-term capital requirements including normal maturities
of long-term debt. Overall, the Company's long-term debt and
capital lease obligations decreased by $7.3 million during this
period, reflecting the net effects of maturing debt and the
issuance of the previously mentioned notes.
The Company's debt to capitalization ratio increased from 37.4
percent at December 31, 1994 to 39.2 percent at March 31, 1995,
principally due to higher levels of short-term bank debt.
- 11 -
<PAGE> 12
CASH FLOW
Cash flow from operating activities in the first quarter of 1995
improved to $16.9 million from $5.3 million during the same
period of 1994, primarily due to higher net income. The Company
is striving to achieve a neutral cash flow position in 1995,
excluding acquisitions.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Company's Form 10-K for the fiscal year
ended December 31, 1994, for a description of litigation and
arbitration proceedings involving Westlake Monomers Corporation
("Westlake"). On March 27, 1995, the arbitrator ruled that
Westlake's right of first refusal to purchase the Company's
chlor-alkali and olefins facilities at Calvert City, Kentucky,
did not involve shares of The Geon Company common stock.
Previously, the arbitrator ruled that the right of first refusal
was triggered, but the earlier ruling did not specify a remedy.
Further proceedings are pending.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Statement re Computation of Per Share
Earnings is filed as part of this
report.
Exhibit 27 - Financial data schedule.
(b) Reports on Form 8-K - None.
- 12 -
<PAGE> 13
SIGNATURE
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.
May 8, 1995 The B.F.Goodrich Company
- ------------------ --------------------------
/S/D. LEE TOBLER
-------------------------------
D. Lee Tobler
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/S/STEVEN G. ROLLS
-------------------------------
Steven G. Rolls
Vice President & Controller
(Chief Accounting Officer)
- 13 -
<PAGE> 1
<TABLE>
THE B.F.GOODRICH COMPANY
EXHIBIT 11 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
Three months ended March 31,
-----------------------------
1995 1994
------------ -------------
(Dollars in millions,
except per share amounts)
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Number of Shares:
Average number of shares outstanding 25,797,609 25,642,310
Effect of dilutive stock options 32,616 14,173
------------ -------------
Total average number of common and common
equivalent shares outstanding 25,830,225 25,656,483
============ =============
Income:
Net income $ 17.6 4.9
Dividends on preferred stocks (1.9) (2.0)
------------ -------------
Net income applicable to Common Stock $ 15.7 $ 2.9
============ =============
Net income per share $ 0.61 $ 0.11
============ =============
FULLY DILUTED EARNINGS PER SHARE:
Number of Shares:
Average number of common shares
outstanding from above 25,797,609 25,642,310
Effect of dilutive stock options -
based on the treasury method using
last day's market price, if higher
than average market price 34,785 19,562
Average number of shares of Common
Stock issuable if Convertible preferred
Stock was converted - (A) - (A)
------------ -------------
Total average number of common and common
equivalent shares outstanding 25,832,394 25,661,872
============ =============
Income:
Net income $ 17.6 $ 4.9
Dividends on Preferred Stocks (1.9) (2.0)
Restore dividend on Convertible
Preferred Stock - (A) - (A)
------------ -------------
Net income applicable to Common Stock $ 15.7 $ 2.9
============ =============
Net income per share $ 0.61 $ 0.11
============ =============
<FN>
(A) Anti-Dilutive
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME OF
THIS FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 40,400
<SECURITIES> 0
<RECEIVABLES> 414,400
<ALLOWANCES> 11,000
<INVENTORY> 376,400
<CURRENT-ASSETS> 920,800
<PP&E> 1,495,000
<DEPRECIATION> 617,200
<TOTAL-ASSETS> 2,510,800
<CURRENT-LIABILITIES> 677,400
<BONDS> 419,700
<COMMON> 129,800
0
110,000
<OTHER-SE> 684,800
<TOTAL-LIABILITY-AND-EQUITY> 2,510,800
<SALES> 594,000
<TOTAL-REVENUES> 594,000
<CGS> 416,100
<TOTAL-COSTS> 416,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,400
<INCOME-PRETAX> 28,600
<INCOME-TAX> 11,000
<INCOME-CONTINUING> 17,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,600
<EPS-PRIMARY> .61
<EPS-DILUTED> .61
</TABLE>
