FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997 or
------------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number I-91
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Furniture Brands International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43-0337683
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-1100
-------------------
---------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report
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 requirement for the past 90
days.
Yes X No
------- -------<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court.
Yes 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.
52,014,195 Shares as of October 31, 1997
----------------------------------------<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Financial Statements for the quarter ended September 30,
1997.
Consolidated Balance Sheets
Consolidated Statements of Operations:
Three Months Ended September 30, 1997
Three Months Ended September 30, 1996
Nine Months Ended September 30, 1997
Nine Months Ended September 30, 1996
Consolidated Statements of Cash Flows:
Nine Months Ended September 30, 1997
Nine Months Ended September 30, 1996
Notes to Consolidated Financial Statements
Separate financial statements and other disclosures with respect to
the Company's subsidiaries are omitted as such separate financial
statements and other disclosures are not deemed material to investors.
The financial statements are unaudited, but include all adjustments
(consisting of normal recurring adjustments) which the management of
the Company considers necessary for a fair presentation of the results
of the period. The results for the three months and nine months ended
September 30, 1997 are not necessarily indicative of the results to be
expected for the full year.<PAGE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<S> <C> <C> <C>
September 30, December 31,
1997 1996
ASSETS ------------ ------------
Current assets:
Cash and cash equivalents...................... $ 17,657 $ 19,365
Receivables, less allowances of $17,888
($19,124 at December 31, 1996)............... 311,910 283,417
Inventories...........................(Note 1). 283,273 281,107
Prepaid expenses and other current assets...... 24,945 23,378
------------ -----------
Total current assets......................... 637,785 607,267
------------ -----------
Property, plant and equipment.................... 453,285 425,729
Less accumulated depreciation.................. 156,726 123,767
Net property, plant and equipment............ ------------ -----------
296,559 301,962
------------ -----------
Intangible assets................................ 333,937 344,101
Other assets..................................... 11,950 15,874
------------ -----------
$ 1,280,231 $ 1,269,204
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued interest expense....................... $ 7,854 $ 6,579
Accounts payable and other accrued expenses.... 151,188 138,027
------------ -----------
Total current liabilities.................... 159,042 144,606
------------ -----------
Long-term debt..........................(Note 2). 687,800 572,600
Other long-term liabilities...................... 129,507 132,341
Shareholders' equity:
Preferred stock, authorized 10,000,000
shares, no par value - issued none........... - -
Common stock, authorized 100,000,000 shares,
$1.00 stated value - issued 52,003,152
shares at September 30, 1997 and 61,432,181
shares at December 31, 1996.........(Note 2). 52,003 61,432
Paid-in capital................................ 124,020 278,554
Retained earnings.............................. 127,859 79,671
------------ -----------
Total shareholders' equity................... 303,882 419,657
------------ -----------
$ 1,280,231 $ 1,269,204
============ ===========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
<S> <C> <C> <C>
Three Months Three Months
Ended Ended
September 30, September 30,
1997 1996
------------ -------------
Net sales...................................... $ 440,666 $ 417,921
Costs and expenses:
Cost of operations........................... 323,562 301,667
Selling, general and administrative expenses. 68,409 69,266
Depreciation and amortization................ 13,622 13,353
------------ ------------
Earnings from operations....................... 35,073 33,635
Interest expense............................... 12,365 10,592
Other income, net.............................. 764 566
------------ ------------
Earnings before income tax expense and
extraordinary item........................... 23,472 23,609
Income tax expense............................. 8,858 9,284
------------ ------------
Net earnings before extraordinary item......... 14,614 14,325
Extraordinary item - early extinguishment of
debt, net of tax benefit..................... - (7,417)
------------ ------------
Net earnings................................... $ 14,614 $ 6,908
============= ============
Net earnings per common share - primary:
Net earnings before extraordinary item....... $ 0.27 $ 0.22
Extraordinary item - early extinguishment
of debt.................................... - (0.11)
------------ ------------
Net earnings per common share - primary........ $ 0.27 $ 0.11
============ ============
Net earnings per common share - fully diluted:
Net earnings before extraordinary item....... $ 0.27 $ 0.22
Extraordinary item - early extinguishment
of debt.................................... - (0.11)
------------ ------------
Net earnings per common share - fully diluted.. $ 0.27 $ 0.11
============ ============
Weighted average common and common equivalent
shares outstanding:
Primary...................................... 53,379,123 64,093,194
============ ============
Fully diluted................................ 53,379,557 64,754,201
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
<S> <C> <C> <C>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1997 1996
------------ ------------
Net sales...................................... $ 1,334,679 $ 1,262,610
Costs and expenses:
Cost of operations........................... 971,091 913,207
Selling, general and administrative expenses. 215,300 214,038
Depreciation and amortization................ 42,633 41,411
------------ ------------
Earnings from operations....................... 105,655 93,954
Interest expense............................... 30,859 35,672
Other income, net.............................. 2,511 1,978
------------ ------------
Earnings before income tax expense and
extraordinary item........................... 77,307 60,260
Income tax expense............................. 29,119 23,467
------------ ------------
Net earnings before extraordinary item......... 48,188 36,793
Extraordinary item - early extinguishment
of debt, net of tax benefit.................. - (7,417)
------------ -------------
Net earnings................................... $ 48,188 $ 29,376
------------ -------------
Net earnings per common share - primary:
Net earnings before extraordinary item....... $ 0.80 $ 0.60
Extraordinary item - early extinguishment
of debt.................................... - (0.12)
------------ ------------
Net earnings per common share - primary........ $ 0.80 $ 0.48
============ ============
Net earnings per common share - fully diluted:
Net earnings before extraordinary item....... $ 0.80 $ 0.59
Extraordinary item - early extinguishment
of debt...................................... - (0.12)
------------ ------------
Net earnings per common share - fully diluted.. $ 0.80 $ 0.47
============ ============
Weighted average common and common equivalent
shares outstanding:
Primary...................................... 60,124,490 61,227,139
============ ============
Fully diluted................................ 60,324,421 62,764,804
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<S> <C> <C> <C> <C> <C>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1997 1996
------------- ------------
Cash Flows from Operating Activities:
Net earnings......................................... $ 48,188 $ 29,376
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Net loss on early extinguishment of debt......... - 7,417
Depreciation of property, plant and equipment.... 33,588 32,406
Amortization of intangible and other assets...... 9,045 9,005
Noncash interest expense......................... 924 1,756
Increase in receivables.......................... (28,493) (16,553)
Increase in inventories.......................... (2,166) (11,300)
Decrease in prepaid expenses and intangible and
other assets................................... 4,944 17,179
Increase in accounts payable, accrued interest
expense and other accrued expenses............. 15,416 42,502
Increase (decrease) in net deferred tax
liabilities.................................... 16 (605)
Decrease in other long-term liabilities.......... (1,917) (16,010)
-------------- -----------
Net cash provided by operating activities............ 79,545 95,173
-------------- -----------
Cash Flows from Investing Activities:
Proceeds from the disposal of assets................. 111 2,140
Additions to property, plant and equipment........... (29,276) (23,930)
-------------- ----------
Net cash used by investing activities................ (29,165) (21,790)
-------------- ----------
Cash Flows from Financing Activities:
Payments for debt issuance costs..................... (3,325) (4,630)
Additions to long-term debt.......................... 210,000 380,000
Payments of long-term debt........................... (94,800) (524,279)
Proceeds from the issuance of common stock........... 10,187 9,239
Proceeds from the sale of common stock............... - 81,292
Payment for the repurchase and retirement of
common stock....................................... (168,056) -
Payments for the repurchase of common stock warrants. (5,187) (19,961)
Payments for common stock offering expenses of
selling stockholders............................... (907) -
-------------- ------------
Net cash used by financing activities................ (52,088) (78,339)
-------------- ------------
Net decrease in cash and cash equivalents.............. (1,708) (4,956)
Cash and cash equivalents at beginning of period....... 19,365 26,412
-------------- ------------
Cash and cash equivalents at end of period............. $ 17,657 $ 21,456
============== ============
Supplemental Disclosure:
Cash payments for income taxes, net.................. $ 29,298 $ 20,225
============== =============
Cash payments for interest........................... $ 28,735 $ 32,834
============= =============
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Inventories are summarized as follows, in thousands:
September 30, December 31,
1997 1996
------------ -----------
Finished products $ 121,558 $ 127,292
Work-in-process 49,955 51,587
Raw materials 111,760 102,228
------------ -----------
$ 283,273 $ 281,107
============ ===========
(2) On June 27, 1997, the Company completed the repurchase of 10,842,299
shares of its common stock and warrants to purchase 290,821 shares of
common stock from Apollo Investment Fund, L.P. and Lion Advisors, L.P. for
approximately $170.5 million. The Company financed the repurchase by
amending its Secured Credit Agreement to include a new term loan facility
of $200.0 million. The term loan facility is a non-amortizing ten-year
facility, bearing interest at a base rate plus 0.75% or at an adjusted
Eurodollar rate plus 1.75%, depending upon the type of loan the Company
executes. Net cash proceeds received from the term loan facility in
excess of the amount required for the stock and warrant repurchase and
associated fees and expenses were used to reduce outstanding borrowings
from the revolving credit facility under the Company's existing Secured
Credit Agreement.
(3) Accounting standards not yet adopted.
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 128
"Earnings Per Share" (EPS). SFAS No. 128 establishes standards for
computing and presenting earnings per share. It also requires dual
presentation of basic and diluted EPS on the face of the income statement
for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. SFAS No. 128 is effective for financial statements for both
interim and annual periods ending after December 15, 1997, and early
application is not permitted. The Company believes the adoption of this
accounting standard will not have a material impact on earnings per share.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income". This statement establishes standards for reporting and display
of comprehensive income and its components in a full set of general-
purpose financial statements. This statement requires that all items that
are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS
No. 130 is effective for fiscal years beginning after December 15, 1997.<PAGE>
Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". This statement
establishes standards for the way that public business enterprises report
information about operating segments in interim and annual financial
statements. It also establishes standards for related disclosure about
products and services, geographic areas and major customers. SFAS No. 131
is effective for periods beginning after December 15, 1997.<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
RESULTS OF OPERATIONS
Furniture Brands International, Inc. (the "Company") is the largest
manufacturer of residential furniture in the United States. The Company
has three primary operating subsidiaries: Broyhill Furniture Industries,
Inc.; The Lane Company, Incorporated; and Thomasville Furniture
Industries, Inc.
Comparison of Three Months and Nine Months Ended September 30, 1997 and
1996
Selected financial information for the three months and nine months ended
September 30, 1997 and 1996 is presented below:
($ in millions except per share data)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Three Months Ended
September 30, 1997 September 30, 1996
------------------ ------------------
% of % of
Dollars Net Sales Dollars Net Sales
------- --------- ------- ---------
Net sales $440.7 100.0% $417.9 100.0%
Earnings from operations 35.1 8.0% 33.6 8.0%
Interest expense 12.4 2.8% 10.6 2.5%
Income tax expense 8.9 2.0% 9.3 2.2%
Net earnings before extraordinary
item 14.6 3.3% 14.3 3.4%
Net earnings per common share
(fully diluted) before
extraordinary item 0.27 - 0.22 -
Gross profit (1) $107.8 24.5% $107.0 25.6%
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Nine Months Ended
September 30, 1997 September 30, 1996
------------------ ----------------------
% of % of
Dollars Net Sales Dollars Net Sales
------- --------- ------- -----------
Net sales $1,334.7 100.0% $1,262.6 100.0%
Earnings from operations 105.7 7.9% 93.9 7.4%
Interest expense 30.9 2.3% 35.7 2.8%
Income tax expense 29.1 2.2% 23.5 1.9%
Net earnings before extraordinary
item 48.2 3.6% 36.8 2.9%
Net earnings per common share (fully
diluted) before extraordinary item 0.80 - 0.59 -
Gross profit (1) $333.9 25.0% $320.8 25.4%
(1) The Company believes that gross profit provides useful information
regarding a company's financial performance. Gross profit has been
calculated by subtracting cost of operations and the portion of
depreciation associated with cost of goods sold from net sales.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1997 1996 1997 1996
Net sales $440.7 $417.9 $1,334.7 $1,262.6
Cost of operations 323.6 301.7 971.1 913.2
Depreciation
(associated with
cost of goods sold) 9.3 9.2 29.7 28.6
------ ------ -------- --------
Gross profit $107.8 $107.0 $ 333.9 $ 320.8
====== ====== ======== ========
</TABLE>
<PAGE>
Net sales for the three months ended September 30, 1997 were $440.7
million, compared to $417.9 million in the three months ended September
30, 1996, an increase of $22.8 million or 5.4%. For the nine months ended
September 30, 1997, net sales increased $72.1 million or 5.7% to $1,334.7
million from $1,262.6 million for the nine months ended September 30,
1996. The improved sales performance for the three months ended September
30, 1997 occurred at each operating company and ranged, in varying
degrees, across all product lines.
Earnings from operations for the three months ended September 30, 1997
increased by $1.5 million or 4.3% from the comparable prior year period.
Earnings from operations for the three months ended September 30, 1997 and
September 30, 1996 were 8.0% of net sales for each period. For the nine
months ended September 30, 1997, earnings from operations increased by
$11.8 million, or 12.5% from the comparable nine months of 1996. As a
percentage of net sales, earnings from operations for the nine months
ended September 30, 1997 and September 30, 1996 were 7.9% and 7.4%,
respectively. The increase in operating earnings was due to higher sales
and good control of selling, general and administrative expenses offset,
in part, by the negative impact of a manufacturing plant closing and
related production realignment at Thomasville.
Interest expense totaled $12.4 million and $30.9 million for the three
months and nine months ended September 30, 1997, respectively, compared to
$10.6 million and $35.7 million for the prior year comparable periods.
The increase in interest expense in the three months ended September 30,
1997 resulted from higher long-term debt levels incurred at the end of the
second quarter to finance the previously reported company repurchase of
approximately 10.8 million shares of its common stock.
The effective income tax rates were 37.7% and 39.3% for the three months
ended September 30, 1997 and September 30, 1996, respectively and 37.7%
and 38.9% for the nine months ended September 30, 1997 and September 30,
1996, respectively. The effective tax rates for each period were
adversely impacted by certain nondeductible expenses incurred and
provisions for state and local taxes. The effective tax rates for the
three months and nine months ended September 30, 1997 were favorably
impacted due to the reduced effect of the nondeductible expenses as a
percentage of pretax earnings.
Net earnings per common share before extraordinary item on a fully diluted
basis were $0.27 and $0.80 for the three months and nine months ended
September 30, 1997, respectively, compared with $0.22 and $0.59 for the
same periods last year. Average common and common equivalent shares
outstanding used in the calculation of net earnings per common share on a
primary and fully diluted basis were 53,379,000 and 53,380,000,
respectively, for the three months ended September 30, 1997, and
64,093,000 and 64,754,000, respectively, for the three months ended
September 30, 1996. For the nine months ended September 30, 1997 and
September 30, 1996 average common and common equivalent shares outstanding
used in the calculation of net earnings per common share on a primary and
fully diluted basis were 60,124,000 and 60,324,000, respectively and
61,227,000 and 62,765,000, respectively.
FINANCIAL CONDITION
Working Capital
Cash and cash equivalents at September 30, 1997 amounted to $17.7 million,
compared with $19.4 million at December 31, 1996. During the nine months
ended September 30, 1997, net cash provided by operating activities
totaled $79.5 million, net cash used by investing activities totaled $29.1
million and net cash used by financing activities totaled $52.1 million.
Working capital was $478.7 million at September 30, 1997, compared with
$462.7 million at December 31, 1996. The current ratio was 4.0 to 1 at
September 30, 1997, compared to 4.2 to 1 at December 31, 1996.<PAGE>
Financing Arrangements
As of September 30, 1997, long-term debt consisted of the following, in
millions:
Secured credit agreement
Revolving credit facility $265.0
Term loan facility 200.0
Receivables securitization facility 210.0
Other 12.8
------
$687.8
======
On June 27, 1997, the Company completed the repurchase of 10,842,299
shares of its common stock and warrants to purchase 290,821 shares of
common stock from Apollo Investment Fund, L.P. and Lion Advisors, L.P. for
approximately $170.5 million. The Company financed the repurchase by
amending its Secured Credit Agreement to include a new term loan facility
of $200.0 million. The term loan facility is a non-amortizing ten-year
facility, bearing interest at a base rate plus 0.75% or at an adjusted
Eurodollar rate plus 1.75%, depending upon the type of loan the Company
executes. Net cash proceeds received from the term loan facility in
excess of the amount required for the stock and warrant repurchase and
associated fees and expenses were used to reduce outstanding borrowings
from the revolving credit facility under the Company's existing Secured
Credit Agreement.
To meet short-term capital and other financial requirements, the Company
maintains a $475.0 million revolving credit facility as part of its
Secured Credit Agreement with a group of financial institutions. The
revolving credit facility allows for both issuance of letters of credit
and cash borrowings. Letter of credit outstandings are limited to no more
than $60.0 million. Cash borrowings are limited only by the facility's
maximum availability less letters of credit outstanding. At September 30,
1997, there were $265.0 million of cash borrowings outstanding under the
revolving credit facility and $30.5 million in letters of credit
outstanding, leaving an excess of $179.5 million available under the
revolving credit facility.
In addition to the revolving credit facility, the Company also had $15.0
million of excess availability under its Receivables Securitization
Facility as of September 30, 1997.
The Company believes its revolving credit facility within the Secured
Credit Agreement and Receivables Securitization Facility, together with
cash generated from operations, will be adequate to meet liquidity
requirements for the foreseeable future.<PAGE>
PART II OTHER INFORMATION
Item 2. Change in Securities
On August 15, 1997 the Company redeemed all of its outstanding
Series 1 Warrants for a redemption price of $0.006 per warrant.
Item 5. Other Information
On July 29, 1997, the Company announced that Katherine Button
Bell, Michael S. Gross, Brent B. Kincaid and Albert E. Suter
were elected to the Company's Board of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) 11. Statement Re Computation of Net Earnings Per Common Share.
27. Financial Data Schedule
(b) A Form 8-K was not required to be filed during the quarter ended
September 30, 1997.<PAGE>
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.
Furniture Brands International, Inc.
(Registrant)
By Steven W. Alstadt
----------------------------------
Steven W. Alstadt
Controller and
Chief Accounting Officer
Date: November 13, 1997<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
FURNITURE BRANDS INTERNATIONAL, INC.
STATEMENT RE COMPUTATION OF NET EARNINGS PER COMMON SHARE
<S> <C> <C> <C> <C> <C>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30,September 30,September 30,
1997 1996 1997 1996
------------ ------------ ------------ ------------
Primary:
Weighted average common shares outstanding during
the period...................................... 51,416,906 61,405,437 57,929,469 58,413,744
Common shares issuable on exercise of stock
options (1).................................... 1,565,357 1,161,741 1,433,370 992,174
Common shares issuable on exercise of
warrants(2)................................... 396,860 1,526,016 761,651 1,821,221
Weighted average common and common equivalent ------------ ------------ ------------ ------------
shares outstanding for primary calculation..... 53,379,123 64,093,194 60,124,490 61,227,139
============ ============ ============ ============
Fully diluted:
Weighted average common and common equivalent
shares outstanding for primary calculation...... 53,379,123 64,093,194 60,124,490 61,227,139
Common shares issuable on exercise of stock
options (3).................................... 434 228,349 131,678 397,916
Common shares issuable on exercise of
warrants(4).................................... - 432,658 68,253 1,139,749
Weighted average common and common equivalent ------------ ------------ ------------ ------------
shares outstanding for fully diluted
calculation..................................... 53,379,557 64,754,201 60,324,421 62,764,804
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <S> <C> <S>
EXHIBIT 11 (CONTINUED)
FURNITURE BRANDS INTERNATIONAL, INC.
NOTES TO STATEMENT RE COMPUTATION OF NET EARNINGS PER COMMON SHARE
(1) Includes common stock options, the exercise of which would result in dilution of net earnings
per common share. Such common stock options have been considered as exercised and the proceeds
therefrom were used to purchase common stock at the average common stock market price, if the
average common stock market price was higher than the common stock option exercise price during
the period.
(2) Includes common stock warrants, the exercise of which would result in dilution of net earnings
per common share. Such common stock warrants have been considered as exercised and the proceeds
therefrom were used to purchase common stock at the average common stock market price, if the
average common stock market price was higher than the common stock warrant exercise price during
the period.
(3) Additional common shares issuable resulting from the application of the same principles
described in Note (1), except that the proceeds from assumed common stock options exercised were
used to purchase common stock at the month end common stock market price, if the month end
common stock market price was higher than the average common stock market price during the
period.
(4) Additional common shares issuable resulting from the application of the same principles
described in Note (2), except that the proceeds from assumed common stock warrants exercised
were used to purchase common stock at the month end common stock market price, if the month end
common stock market price was higher than the average common stock market price during the
period.
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<PERIOD-TYPE> 9-MOS
<CASH> 17,657
<SECURITIES> 0
<RECEIVABLES> 329,798
<ALLOWANCES> 17,888
<INVENTORY> 283,273
<CURRENT-ASSETS> 637,785
<PP&E> 453,285
<DEPRECIATION> 156,726
<TOTAL-ASSETS> 1,280,231
<CURRENT-LIABILITIES> 159,042
<BONDS> 687,800
0
0
<COMMON> 52,003
<OTHER-SE> 124,020
<TOTAL-LIABILITY-AND-EQUITY> 1,280,231
<SALES> 1,334,679
<TOTAL-REVENUES> 1,334,679
<CGS> 971,091
<TOTAL-COSTS> 971,091
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,325
<INTEREST-EXPENSE> 30,859
<INCOME-PRETAX> 77,307
<INCOME-TAX> 29,119
<INCOME-CONTINUING> 48,188
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,188
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0.80
</TABLE>
