<PAGE> 1
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 December 31, 1995
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 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State of Incorporation) (I.R.S. Employer
Identification No.)
5757 North Green Bay Avenue, P.O. Box 591, Milwaukee, WI 53201
(Address of principal executive office)
Registrant's telephone number, including area code (414) 228-1200
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.
Class Outstanding at December 31, 1995
----- --------------------------------
Common Stock $.16 2/3 Par Value 41,136,188
1
<PAGE> 2
JOHNSON CONTROLS, INC.
FORM 10-Q
DECEMBER 31, 1995
REPORT INDEX
<TABLE>
<CAPTION>
Page No.
--------
PART I. - FINANCIAL INFORMATION:
<S> <C>
Consolidated Statement of Financial Position
at December 31, 1995, September 30, 1995 and
December 31, 1994 .......................................... 3
Consolidated Statement of Income for the Three-
Month Periods Ended December 31, 1995 and 1994 ................. 4
Consolidated Statement of Cash Flows for the Three-
Month Periods Ended December 31, 1995 and 1994 ............. 5
Notes to Consolidated Financial Statements ................... 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 8
PART II. - OTHER INFORMATION:
Item 1. Legal Proceedings .................................... 12
Item 4. Results of Votes of Security Holders ................. 12
Item 6. Exhibits and Reports on Form 8-K ..................... 12
SIGNATURES ............................................................ 13
</TABLE>
2
<PAGE> 3
JOHNSON CONTROLS, INC.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(In Millions)
<TABLE>
<CAPTION>
December 31, September 30, December 31
1995 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $112.7 $103.8 $151.0
Accounts receivable - net 1,532.1 1,287.5 1,094.3
Inventories 398.1 355.5 336.7
Other current assets 345.5 317.1 246.7
----------- ----------- ---------
Current assets 2,388.4 2,063.9 1,828.7
Property, plant and equipment - net 1,598.1 1,518.8 1,379.6
Goodwill - net 606.3 519.1 489.8
Investments in partially-owned affiliates 121.3 90.8 96.3
Other noncurrent assets 170.5 128.3 102.1
----------- ----------- ---------
Total assets $4,884.6 $4,320.9 $3,896.5
=========== =========== =========
LIABILITIES AND EQUITY
Short-term debt $254.5 $130.2 $79.0
Current portion of long-term debt 71.3 67.7 26.9
Accounts payable 1,057.1 983.5 804.4
Accrued compensation and benefits 266.2 258.5 219.8
Accrued income taxes 77.9 35.5 83.0
Billings in excess of costs and earnings
on uncompleted contracts 102.6 87.8 88.3
Other current liabilities 365.1 346.3 295.1
----------- ----------- ---------
Current liabilities 2,194.7 1,909.5 1,596.5
Long-term debt 775.3 630.0 666.0
Postretirement health and other benefits 168.2 168.8 169.1
Other noncurrent liabilities 367.7 272.4 250.7
Shareholders' equity 1,378.7 1,340.2 1,214.2
----------- ----------- ---------
Total liabilities and equity $4,884.6 $4,320.9 $3,896.5
=========== =========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
JOHNSON CONTROLS, INC.
CONSOLIDATED STATEMENT OF INCOME
(In millions, except per share; unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended December 31,
---------------------------
1995 1994
--------- ---------
<S> <C> <C>
Net sales $2,186.3 $1,857.6
Cost of sales 1,872.9 1,580.3
-------- --------
Gross profit 313.4 277.3
Selling, general and administrative
expenses 209.9 184.7
-------- --------
Operating income 103.5 92.6
Interest income 1.5 1.5
Interest expense (15.4) (12.6)
Miscellaneous - net 1.4 (0.4)
-------- --------
Other income (expense) (12.5) (11.5)
-------- --------
Income before income taxes and minority interests 91.0 81.1
Provision for income taxes 38.2 34.9
Minority interests in net earnings of subsidiaries 5.8 5.0
-------- --------
Net income $47.0 $41.2
======== ========
Earnings available for common shareholders $44.6 $38.8
======== ========
Earnings per share
Primary $1.07 $0.95
======== ========
Fully diluted $1.02 $0.90
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
JOHNSON CONTROLS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions; unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended December 31,
----------------------
1995 1994
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $47.0 $41.2
Adjustments to reconcile net income to cash
provided by operating activities
Depreciation 69.8 64.7
Amortization of intangibles 8.2 8.7
Equity in earnings of partially-
owned affiliates (3.2) (1.2)
Noncurrent deferred income taxes (4.8) (1.4)
Other 3.3 (12.4)
Changes in working capital, excluding
acquisition of businesses
Accounts receivable (77.2) (30.9)
Inventories (23.2) (32.2)
Other current assets 14.8 24.7
Accounts payable and accrued liabilities (47.8) (41.4)
Accrued income taxes 42.4 43.7
Billings in excess of costs and earnings
on uncompleted contracts 14.9 12.6
------- -------
Cash provided by operating activities 44.2 76.1
------- -------
INVESTING ACTIVITIES
Capital expenditures (79.4) (107.5)
Sale of property, plant and equipment-net 9.6 3.1
Increase in long-term investments - net (5.1) (2.4)
Acquisition of business, net of cash acquired (132.6) --
Other 0.9 --
------- -------
Cash used by investing activities (206.6) (106.8)
------- -------
FINANCING ACTIVITIES
Increase in short-term debt 51.8 60.1
Issuance of long-term debt 153.6 47.5
Repayment of long-term debt (16.6) (42.2)
Payment of cash dividends (20.0) (19.1)
Other 2.5 2.8
------- -------
Cash provided by financing activities 171.3 49.1
------- -------
Increase in cash and cash equivalents $8.9 $18.4
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 6
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Financial Statements
In the opinion of the company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position, results
of operations, and cash flows for the periods presented. These financial
statements should be read in conjunction with the audited financial statements
and notes thereto contained in the company's Annual Report to Shareholders for
the year ended September 30, 1995. The results of operations for the three
months are not necessarily indicative of the results which may be expected for
the company's 1995 fiscal year because of seasonal and other factors.
2. Cash Flow
For purposes of the Consolidated Statement of Cash Flows, the company
considers all investments with a maturity of three months or less at the time
of purchase to be cash equivalents.
Income taxes paid during the three months ended December 31, 1995 and
1994 (net of income tax refunds) totalled approximately $10 million and $7
million, respectively. Total interest paid on both long-term and short-term
debt was $15 million and $12 million for the quarter ended December 31, 1995
and 1994, respectively.
3. Inventories
Inventories are valued at the lower of cost or market. Cost is
determined using the last-in, first-out (LIFO) method for most inventories at
domestic locations. The cost of other inventories is determined on the
first-in, first-out (FIFO) method.
Inventories were comprised of the following:
<TABLE>
<CAPTION>
December 31,
1995 1994
-------- ----------
(in millions)
<S> <C> <C>
Raw materials and supplies $ 149.6 $ 107.3
Work-in-process 126.9 121.8
Finished goods 173.8 149.7
------- -------
FIFO inventories 450.3 378.8
LIFO reserve 52.2 42.1
------- -------
LIFO inventories $ 398.1 $ 336.7
======= =======
</TABLE>
4. Income Taxes
The provision for income taxes is determined by applying an estimated
annual effective income tax rate to income before income taxes. The estimated
annual effective income tax rate is based on the most recent annualized
forecast of pretax income, permanent book/tax differences, and tax credits. It
also includes the effect of any valuation allowance expected to be necessary at
the end of the year.
6
<PAGE> 7
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
5. Earnings Per Share
Primary earnings per share are computed by dividing net income, after
deducting dividend requirements on the company's Series D Convertible Preferred
Stock, by the weighted average number of common shares and common stock
equivalents which would arise from the exercise of stock options. Fully
diluted earnings are computed by deducting from net income the after-tax
compensation expense which would arise from the assumed conversion of the
Series D Convertible Preferred Stock, which was $1.4 million for the three
months ended December 31, 1995 and 1994. Fully diluted weighted average shares
assume the conversion of the Series D Convertible Preferred Stock, if dilutive,
plus the dilutive effect of the stock options.
The weighted average number of shares used in the computations of
primary and fully diluted earnings per share were as follows:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1995 1994
-------- -------
(in millions)
<S> <C> <C>
Primary 41.5 41.0
Fully diluted 44.7 44.2
</TABLE>
6. Acquisition of Business
Effective December 12, 1995, the company completed the acquisition of
approximately 75% of the Roth Freres companies ("Roth") for $175 to $200
million. Roth is a major supplier of seating and interior components to the
European automotive industry. The company used the proceeds of its $125
million, 6.95%, 50-year debentures and short-term debt to finance the
acquisition.
The acquisition was accounted for as a purchase in the Consolidated
Statement of Financial Position. However, Roth's operating results will not be
reflected until the second fiscal quarter.
7. Financial Instruments
In December 1995, the company entered into a seven year amortizing
French Franc ("FRF") cross currency interest rate swap to hedge a portion of
its approximately $200 million of net investments in its French subsidiaries.
Under the swap, the company receives interest based on a fixed U.S. dollar
interest rate of 6.95% on $80 million and pays a fixed FRF interest rate of
7.64% on FRF 400 million. The initial notional principal amounts will remain
outstanding until December 1, 1999. Under the terms of the contract, the
company will pay 100 million FRF in exchange for $20 million on the first
business day in December 1999 and in each of the subsequent three years through
December 2, 2002. On December 2, 2002 the swap will terminate with a final
principal settlement of 100 million FRF paid by the Company in exchange for $20
million.
7
<PAGE> 8
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
8. Contingencies
The company is involved in a number of proceedings and potential
proceedings relating to environmental matters. Although it is difficult to
estimate the liability of the company related to these environmental matters,
the company believes that these matters will not have a materially adverse
effect upon its capital expenditures, earnings or competitive position.
Additionally, the company is involved in a number of product liability
and various other suits incident to the operation of its businesses. Insurance
coverages are maintained and estimated costs are recorded for claims and suits
of this nature. It is management's opinion that none of these will have a
materially adverse effect on the company's financial position, results of
operations or cash flows.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF OPERATING RESULTS FOR THE THREE-MONTH PERIODS ENDED
DECEMBER 31, 1995 AND DECEMBER 31, 1994
Consolidated net sales for the first quarter of fiscal 1996 rose 18% to
$2,186 million, up from $1,858 million for the prior year quarter. An increase
in automotive seating sales was the primary driver of the improvement. The
growth in the automotive segment's sales resulted from substantial volume
increases in both North America and Europe. The company's North American volume
increase, partially associated with successful vehicle models such as the Ford
Explorer, Chrysler's Cherokee, General Motors' Blazer and Jimmy and the Toyota
Camry, outpaced industry vehicle production levels which were relatively flat
compared to the prior year. European seating sales were also strong, primarily
due to new business with Ford (Escort and Fiesta).
Controls segment sales increased over the prior year. The sales
improvement was generated by increases from both integrated facilities
management and retrofit activity, primarily in the form of performance
contracts. Orders from the commercial buildings market in the first quarter of
fiscal 1996 were higher than a year ago, led by both domestic and international
demand in the existing commercial buildings market.
Sales for the plastics segment were approximately level with the prior
year, reflecting relatively flat overall unit volumes. The pass-through of
resin price increases to customers was offset by a change in mix towards lower
priced products. Higher unit shipments of single-serve soft drink containers
and other custom units, primarily water, were offset by a decline in two-liter
soft drink container demand. Plastics machinery sales were comparable to the
prior year.
8
<PAGE> 9
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
Battery sales improved on a quarter-over-quarter basis with increased
unit shipments to both replacement and original equipment customers.
The overall sales growth experienced in the first quarter is expected to
continue throughout fiscal 1996. Management believes the automotive segment's
sales will increase approximately 22%-27% over the prior year as it will
continue to benefit from participation with successful vehicle models and the
launch of new seating programs, primarily Ford's F-series truck in North America
and Fiesta in Europe. In addition, the acquisition of Roth will favorably
impact year-over-year comparisons. This growth is expected despite a forecasted
decline in the vehicle industry build schedule. Sales growth of 10%-15% for the
year is expected for the controls segment. The segment has experienced
worldwide order increases, primarily in the retrofit and integrated facilities
management markets, and the unearned backlog has continued to grow. Management
believes full year results for the plastics segment will benefit from increases
in single serve soft-drink and non-soft drink demand, primarily for water and
hot-fill units. A 5%-10% improvement in sales is anticipated. The battery
segment expects sales to be 5%-10% higher than fiscal 1995 resulting from an
increase in shipments to existing customers.
Consolidated operating income for the first fiscal quarter of 1996 of
$104 million represents a 12% improvement over the prior year's $93 million. The
increase in automotive seating sales accounted for the majority of this growth.
The automotive segment's operating income grew at a higher rate than sales.
North American operations benefited from the strong volumes and manufacturing
efficiencies associated with established vehicle programs; however, higher
engineering investments were incurred. The segment's European operations were
profitable in the quarter, as compared to a loss in the prior year resulting
from start-up expenses.
Operating income for the controls segment improved, however, at a rate
less than sales. Operating margins associated with the segment's rapidly
growing integrated facility management business are lower than those of the
systems installation and service businesses.
First quarter plastics operating income declined substantially,
primarily due to unabsorbed capacity resulting from overall market demand being
lower than anticipated during the second half of fiscal 1995. The company
believes that the extra capacity added in the prior year will be utilized in the
second half of fiscal 1996. In addition, cost reduction processes have been put
in place which will enable the segment to deliver year-over-year improvements
later this fiscal year.
Battery operating income grew at a rate higher than sales as unit volume
increases were coupled with significant reductions in operating costs.
9
<PAGE> 10
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
Other expense increased $1 million over the comparable prior year
quarter. Net interest expense increased $3 million, primarily as a result of
the financing associated with fiscal 1995 acquisitions. Miscellaneous-net
increased approximately $2 million due to the recording of equity income.
The effective income tax rate was 42% for the three-month period ended
December 31, 1995, 1% lower than the 43% utilized for the comparable quarter
last year. The overall effective rate for fiscal 1995 was 42%, which was
adjusted during the second quarter to reflect the improved outlook for the
company's European operations.
Minority interests in net earnings of subsidiaries increased to $6
million from $5 million in the first quarter of last year. The increase
primarily relates to improvements in earnings from certain of the company's
North American automotive seating subsidiaries.
The company's first quarter net income and earnings available for common
shareholders of $47 million and $45 million, respectively, were approximately
15% higher than the prior year amounts of $41 million and $39 million. This
increase was due to the improvements in operating income noted above. Primary
and fully diluted earnings per share for the quarter ended December 31, 1995,
were $1.07 and $1.02, respectively, up from $.95 and $.90 in the prior year.
COMPARISON OF FINANCIAL CONDITION
Working Capital and Cash Flow
The company's working capital totalled $194 million at December 31,
1995, compared with $154 million and $232 million at September 30, 1995 and
December 31, 1994, respectively. The increase in working capital from September
30 primarily relates to the significant increase in accounts receivable,
partially related to the consolidation of Roth. The decrease in working capital
from the prior year relates to increases in short-term debt and accounts
payable, partially offset by increased accounts receivable and inventory
balances reflective of the expanding business and the acquisition of Roth.
Short-term debt increased to fund operating activities, capital spending and the
current year acquisition. Fluctuations in accrued income taxes occurred as a
result of differences between the timing of quarterly provisions for income tax
expense and the payment of estimated tax liabilities.
Cash provided by operating activities of $44 million was $32 million
lower than the prior year level of $76 million. The decrease is due to working
capital changes, primarily accounts receivable.
10
<PAGE> 11
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
Capital Expenditures and Other Investments
Capital expenditures for property, plant and equipment were
approximately $79 million for the first quarter of fiscal 1996, a decline of $29
million from the $108 million incurred during the first quarter of fiscal 1995.
Management projects that capital spending for the full year will be
approximately $350-$375 million compared to $451 million for fiscal 1995. The
majority of the spending will be focused on new automotive seating product lines
and European automotive facilities. In addition, cost reduction projects in all
segments are planned for fiscal 1996.
Goodwill of $606 million at December 31, 1995 was $87 million higher
than at September 30 primarily due to the acquisition of Roth.
Investments in partially-owned affiliates of $121 million, were
approximately $31 million higher than the September 30, 1995 balance. The
increase primarily relates to the recording of the affiliate investments held by
Roth. The initial investment in a battery segment joint venture to manufacture
lead-acid automotive and specialty batteries in China also contributed to the
increase.
Capitalization
The company's total capitalization at December 31, 1995 of $2,480
million included short-term debt of $326 million, long-term debt of $775 million
and shareholders' equity of $1,379 million. Total capitalization at September
30, 1995 and December 31, 1994 was $2,168 million and $1,986 million,
respectively. Total debt as a percentage of total capitalization increased to
44% from 38% at the 1995 fiscal year-end and 39% one year ago. The increase is
attributable to the issuances of $125 million, 6.95%, 50-year debentures and
other short-term debt used to finance the acquisition of Roth. In addition,
commercial paper outstanding increased to fund operating activities and capital
expenditures.
The company believes its capital resources and liquidity position at
December 31, 1995 are adequate to meet projected needs. Requirements for
working capital, capital expenditures, dividends and debt maturities in fiscal
1996 will continue to be funded from operations, supplemented by short-term
borrowings, if required, to meet peak seasonal needs.
Backlog
The unearned backlog of commercial building systems, services and
integrated facilities management contracts to be executed within the next year
at December 31, 1995 was $1,174 million, compared with $1,122 million at
September 30, 1995 and $932 million at December 31, 1994. The increase from
September 30 and the prior year primarily represents strong retrofit
(performance contracting) and integrated facilities management activity
worldwide and, with respect to the prior year, the impact of certain fiscal 1995
acquisitions.
11
<PAGE> 12
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
The unearned backlog of government facilities management contracts,
which reflects only the noncancellable portion of uncompleted contracts was $364
million compared to $442 million at September 30, 1995 and $456 million last
year. The decrease from September 30 primarily reflects the timing of contract
renewals. The reduction from last year reflects scope reductions on several
U.S. government projects and the loss of certain contracts.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no significant changes in status since the last Report.
Item 4. Results of Votes of Security Holders
The registrant held its Annual Meeting of Shareholders on January 24,
1996. Proxies for the meeting were solicited 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 (Fred L. Brengel, Robert A.
Cornog, James H. Keyes and R. Douglas Ziegler) were elected. Of the 37,357,725
shares voted, at least 36,922,804 granted authority to vote for these directors
and no more than 434,921 shares withheld such authority.
The retention of Price Waterhouse LLP as auditors was approved by the
shareholders with 37,024,269 shares voted for such appointment, 199,133 shares
voted against, and 129,423 shares abstained.
The Johnson Controls, Inc. 1995 Common Stock Purchase Plan for
Executives was approved by the shareholders with 35,545,682 shares voted for
such approval, 1,215,217 shares voted against, 490,726 shares abstained and the
broker non vote was 106,100 shares.
The amendments to the Johnson Controls, Inc. 1992 Stock Option Plan were
approved by the shareholders with 31,460,049 shares voted for such approval,
5,113,735 shares voted against, 470,005 shares abstained, and the broker non
vote was 313,936 shares.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement regarding computation of primary and fully diluted
earnings per share.
12 Statement regarding the computation of the ratio of earnings
to fixed charges.
27 Financial Data Schedule (electronic filing only)
(b) A Form 8-K, which included the Company's financial statements
for the year ended September 30, 1995, was filed on December 7,
1995. The information was filed to facilitate the Company's
issuance of $125 million, 6.95%, 50-year debentures.
12
<PAGE> 13
JOHNSON CONTROLS, INC.
FORM 10-Q, DECEMBER 31, 1995
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.
JOHNSON CONTROLS, INC.
Date: February 12, 1996 By: Stephen A. Roell
Vice President and
Chief Financial Officer
13
<PAGE> 1
EXHIBIT 11
JOHNSON CONTROLS, INC.
COMPUTATION OF PRIMARY AND FULLY DILUTED
EARNINGS PER SHARE
(In millions, except per share data)
<TABLE>
<CAPTION>
For the Three Months
Ended December 31,
--------------------
1995 1994
-------- --------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Net Income $47.0 $41.2
Preferred dividends, net of tax
benefit (2.4) (2.4)
-------- ------
Earnings available for common
shareholders $44.6 $38.8
-------- ------
Average common shares outstanding
Common stock 41.1 40.7
Common stock equivalents -
Assumed exercise of stock options 0.4 0.3
-------- ------
41.5 41.0
-------- ------
Primary earnings per share $1.07 $0.95
======== ======
FULLY DILUTED EARNINGS PER SHARE
Net Income $47.0 $41.2
After tax compensation expense
which would arise from the assumed
conversion of the Series D
Convertible Preferred Stock (1.4) (1.4)
-------- ------
Fully diluted earnings 45.6 39.8
-------- ------
Average common shares outstanding
Common stock 41.1 40.7
Conversion of Series D Convertible
Preferred Stock 3.1 3.2
Common stock equivalents -
Assumed exercise of stock options 0.5 0.3
-------- ------
44.7 44.2
-------- ------
Fully diluted earnings per share $1.02 $0.90
======== ======
</TABLE>
14
<PAGE> 1
EXHIBIT 12
JOHNSON CONTROLS, INC.
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
(Dollars in millions)
<TABLE>
<CAPTION>
For the Three Months
Ended December 31, 1995
------------------------
<S> <C>
Net income $47.0
Provision for income taxes 38.2
Undistributed earnings of partially-owned affiliates (1.4)
Minority interests in net earnings of subsidiaries 5.8
Amortization of previously capitalized interest 0.9
--------
90.5
--------
Fixed charges:
Interest incurred and amortization of debt expense 19.0
Estimated portion of rent expense 8.2
--------
Fixed charges 27.2
Less: Interest capitalized during period (2.5)
--------
24.7
--------
Earnings $115.2
========
Ratio of earnings to fixed charges 4.2
========
</TABLE>
For the purpose of computing this ratio, "earnings" consist of (a)
income from continuing operations before income taxes (adjusted for
undistributed earnings or recognized losses of partially-owned affiliates
which are less than 50% owned, minority interests in net earnings of
subsidiaries, and amortization of previously capitalized interest), plus (b)
fixed charges, minus (c) interest capitalized during the period. "Fixed
charges" consist of (a) interest incurred and amortization of debt expense
plus (b) the portion of rent expense representative of the interest factor.
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 112,700
<SECURITIES> 0
<RECEIVABLES> 1,555,100
<ALLOWANCES> 23,000
<INVENTORY> 398,100
<CURRENT-ASSETS> 2,388,400
<PP&E> 3,151,600
<DEPRECIATION> 1,553,500
<TOTAL-ASSETS> 4,884,600
<CURRENT-LIABILITIES> 2,194,700
<BONDS> 775,300
158,600
0
<COMMON> 7,100
<OTHER-SE> 1,213,000
<TOTAL-LIABILITY-AND-EQUITY> 4,884,600
<SALES> 2,186,300
<TOTAL-REVENUES> 2,186,300
<CGS> 1,872,900
<TOTAL-COSTS> 1,872,900
<OTHER-EXPENSES> 205,900
<LOSS-PROVISION> 1,100
<INTEREST-EXPENSE> 15,400
<INCOME-PRETAX> 91,000
<INCOME-TAX> 38,200
<INCOME-CONTINUING> 47,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,000
<EPS-PRIMARY> 1.07
<EPS-DILUTED> 1.02
</TABLE>
