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, 1996 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 1-302
-------
ARVIN INDUSTRIES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Indiana 35-0550190
-------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Noblitt Plaza, Box 3000
Columbus, IN 47202-3000
------------------------------ -----------
(Address of principal executive (Zip Code)
offices)
812-379-3000
-------------
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
As of May 5, 1996, the Registrant had outstanding 22,287,512
Common Shares (excluding treasury shares), $2.50 par value.
Table of Contents
-----------------
Page
Part I. Financial Information No.
- ------------------------------
Item 1. Financial Statements
Consolidated Statement of Operations for the Three
Months Ended March 31, 1996 and April 2, 1995 3
Consolidated Statement of Financial Condition at
March 31, 1996 and December 31, 1995 4
Consolidated Statement of Cash Flows for the Three
Months Ended March 31, 1996 and April 2, 1995 5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information
- --------------------------
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 6. Exhibits and Reports on Form 8K 12
<TABLE>
Part I
Item 1: Financial Statements
Arvin Industries, Inc.
Consolidated Statement of Operations
(Dollars in millions, except per share amounts)
Unaudited
<CAPTION>
Three Months Ended
--------------------
March 31, April 2,
1996 1995
-------- --------
<S> <C> <C>
Net Sales $ 511.6 $ 494.2
Costs and Expenses:
Cost of goods sold 450.0 433.6
Selling, operating general and administrative 36.4 38.6
Corporate general and administrative 3.5 2.1
Restructuring charges -- 2.1
Interest expense 9.9 11.1
Interest income (.4) (.3)
Other expense, net 3.5 1.9
-------- --------
502.9 489.1
-------- --------
Earnings from Continuing
Operations Before Income Taxes 8.7 5.1
Income taxes (3.2) (1.9)
Minority share of income (.8) (.7)
Equity income of affiliates 1.2 .1
-------- --------
Earnings from Continuing Operations 5.9 2.6
-------- --------
Income from discontinued operations, net of
income taxes of $.0 and $1.1, respectively -- 1.8
Income from disposal of discontinued operations,
net of income taxes of $.0 and $.2, respectively -- .7
-------- --------
Net Earnings $ 5.9 $ 5.1
======== ========
Earnings Per Common Share
Primary:
Continuing Operations $ .26 $ .12
Discontinued Operations -- .11
-------- --------
Total - primary $ .26 $ .23
======== ========
Fully Diluted:
Continuing Operations $ .26 $ .12
Discontinued Operations -- .11
-------- --------
Total - fully diluted $ .26 $ .23
======== ========
Average Common Shares Outstanding (000's)
Primary 22,333 22,348
Fully Diluted 24,578 25,371
Dividends per common share declared $ .19 $ .19
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Arvin Industries, Inc.
Consolidated Statement of Financial Condition
(Dollars in millions, except per share amounts)
Unaudited
<CAPTION>
As of As of
3/31/96 12/31/95
-------- --------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 4.1 $ 15.2
Receivables, net of allowances of $5.7 as of
March 31, 1996 and $4.2 as of December 31, 1995 301.6 276.0
Inventories 113.3 111.8
Other current assets 77.3 80.5
-------- --------
Total current assets 496.3 483.5
Non-Current Assets: -------- --------
Property, plant and equipment:
Land, buildings, machinery & equipment 944.3 937.0
Less: Allowance for depreciation 497.9 487.6
-------- --------
446.4 449.4
Goodwill, net of amortization of $32.4 as of
March 31, 1996 and $31.3 as of December 31, 1995 144.8 146.0
Investment in affiliates 92.6 92.4
Assets of business transferred under
contractual arrangements 72.4 72.4
Other assets 54.5 47.3
-------- --------
Total non-current assets 810.7 807.5
-------- --------
$ 1,307.0 $ 1,291.0
======== ========
Liabilities and Shareholders' Equity
Current Liabilities:
Short-term debt $ 42.6 $ 41.6
Accounts payable 235.4 216.7
Accrued expenses 99.1 97.3
Income taxes payable 6.5 9.4
-------- --------
Total current liabilities 383.6 365.0
-------- --------
Long-term employee benefits 53.0 52.7
Other long-term liabilities 15.1 13.6
Long-term debt 358.0 360.7
Liabilities and deferred credit of
business transferred 72.4 72.4
Minority interest 31.8 31.5
Shareholders' Equity:
Common shares ($2.50 par value) 60.6 60.6
Capital in excess of par value 207.4 207.4
Retained earnings 197.8 196.2
Cumulative translation adjustment (28.9) (24.6)
Common shares held in treasury (at cost) (43.8) (44.5)
-------- --------
Total shareholders' equity 393.1 395.1
-------- --------
$ 1,307.0 $ 1,291.0
======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE>
Arvin Industries, Inc.
Consolidated Statement of Cash Flows
(Dollars in millions)
Unaudited
<CAPTION>
Three Months Ended
--------------------
March 31, April 2,
1996 1995 (1)
--------------------
<S> <C> <C>
Operating Activities:
Net earnings $ 5.9 $ 5.1
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 18.5 19.0
Amortization 1.4 1.5
Long-term employee benefits 0.3 (1.9)
Equity earnings of affiliates (1.2) (0.1)
Minority interest 0.8 1.6
Other 2.9 (1.4)
Changes in operating assets and liabilities,
net of reclassifications:
Receivables (28.2) (24.5)
Inventories and other current assets (8.2) (26.4)
Accounts payable and other accrued expenses 23.4 14.1
Income taxes payable and deferred taxes (2.6) 3.0
-------- --------
Net Cash Provided By/(Used For) Operating Activities 13.0 (10.0)
-------- --------
Investing Activities:
Purchase of property, plant and equipment (19.7) (18.4)
Proceeds from sale of property, plant and equipment 0.6 0.8
Cash proceeds from sale of business, net of cash balances --- 36.2
Other 0.1 ---
-------- --------
Net Cash Provided By/(Used For) Investing Activities (19.0) 18.6
-------- --------
Financing Activities:
Change in short-term debt, net 0.2 3.1
Principal payments on long-term debt (1.2) (8.9)
Dividends paid (4.2) (4.2)
Other 0.3 ---
-------- --------
Net Cash Used For Financing Activities (4.9) (10.0)
-------- --------
Cash and Cash Equivalents:
Effect of exchange rate changes on cash (0.2) (0.9)
-------- --------
Net decrease (11.1) (2.3)
Beginning of the period 15.2 22.4
-------- --------
End of the Period $ 4.1 $ 20.1
======== ========
<FN>
(1) Certain amounts have been reclassified to conform with current year presentation.
<FN>
See notes to consolidated financial statements.
</TABLE>
ARVIN INDUSTRIES, INC.
- ----------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
Note 1. The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements and
should be read in conjunction with the financial statements and
notes thereto appearing in the Company's annual report on Form 10-
K for the year ended December 31, 1995.
In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations
for the periods reported have been included and all such
adjustments are of a normal recurring nature.
The results of operations for the three months ended March 31,
1996 are not necessarily indicative of the results to be expected
for the full year ending December 29, 1996.
Note 2. There were options for 2.3 and 2.1 million common shares
outstanding as of March 31, 1996 and April 2, 1995, respectively.
Earnings per share calculations include dilutive options in the
determination of the weighted average common and common
equivalent shares outstanding. Interest paid, net of tax, on the
7.5 percent convertible subordinated debentures is added to net
earnings in calculating fully diluted earnings per share.
Note 3. The Company uses the method of pooling, by individual
natural inventory components (e.g., steel, substrate, labor and
overhead), in computing an overall weighted average LIFO index.
The index is applied to the total dollar value of the ending
inventory. This method of pooling makes it impractical to
classify LIFO inventories into the finished goods, work in
process and raw material components.
Note 4. The Company is defending various environmental claims and
legal actions that arise in the normal course of its business,
including matters in which the Company has been designated a
potentially responsible party at certain waste disposal sites or
has been notified that it may be a potentially responsible party
at other sites as to which no proceedings have been initiated.
At a majority of these sites, the information currently available
leads the Company to believe it has very limited or even de
minimis responsibility. At other sites, neither the remediation
method, amount of remediation costs nor the allocation among
potentially responsible parties has been determined. Where
reasonable estimates are possible, the Company has provided for
the costs of study, cleanup, remediation, and certain other
costs, taking into account, as applicable, available information
regarding site conditions, potential cleanup methods and the
extent to which other parties can be expected to bear those
costs.
The Company is a participant with the EPA and the current owner
of a site previously owned by the Company's Maremont subsidiary
in a corrective action proceeding under the Resource Conservation
and Recovery Act. The Company has accrued for its share of the
reasonably estimable minimum remediation costs at this site,
which include costs incurred in connection with further studies
and design of a remediation plan, remedial costs, including
cleanup activities, and administrative, legal and consulting
fees. Given the inherent uncertainties in evaluating legal and
environmental exposures, actual costs to be incurred in future
periods may vary from the currently recorded estimates. The
Company expects that any sum it may be required to pay in
connection with legal and environmental matters in excess of the
amounts recorded will not have a material adverse effect on its
financial condition.
Two previously disclosed suits filed by Chamberlain Manufacturing
Corporation were settled after the end of the first
quarter. Both claims grew out of the May 1987 sale of a Maremont
unit, Saco Defense, Inc., to Chamberlain and relate to (i)
certain worker compensation cases pending at the time of the sale
and (ii) assertions of nonconforming products being shipped to
the U.S. government prior to the sale. The settlement, which
includes dismissal of all litigation, was within amounts
previously reserved for this litigation and will not have a
significant impact on the Company's results of operations.
Note 5. In conjunction with the September 29, 1995 sale of Space
Industries International, Inc., the Company guaranteed
approximately $22.9 million of the purchaser's (Calspan SRL
Corporation) debt. The guarantee amount, which was $20.5 million
at March 31, 1996, is scheduled to decline quarterly over a four
year period before expiring on September 30, 1999. It is not
practicable to estimate the fair value of the guarantee; however,
the Company does not anticipate that it will incur losses as a
result of this guarantee.
During the third quarter of 1995, the Company instituted a review
of an underperforming 50 percent owned joint venture serving the
European Original Equipment market. The Company's previously
disclosed negotiations have been satisfactorily concluded, and an
agreement in principle has been reached with its joint venture
partner and lending institutions for the restructuring of the
joint venture's debt. The agreement, which is pending regulatory
approval, is expected to be finalized by June 30, 1996. The
agreement will not have a material impact on the Company's
financial statements.
Note 6. Changes in Shareholders' Equity
(Dollars in millions)
For the Three Months Ended
3/31/96 4/2/95
------ ------
Beginning balance $ 395.1 $ 396.3
Exercise of stock options .1 .0
Cash dividends (4.2) (4.2)
Net earnings 5.9 5.1
Translation adjustments during
the period (4.3) 2.4
Shares contributed to employee
benefit plan .5 1.0
------ ------
Total shareholders' equity $ 393.1 $ 400.6
====== ======
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Review
(Dollar amounts in tables in millions)
Overview
Arvin recorded sales of $511.6 million for the first quarter of
1996, a four percent increase over first quarter 1995 sales of
$494.2 million. Original equipment sales increased more than $20
million, despite lower North American vehicle production
resulting from the General Motors strike. The Company estimates
that it lost approximately $12 million of revenues as a result of
the General Motors work stoppage. Original equipment sales
benefited from higher sales volumes in Europe, reflecting the
Company's increased market penetration, coupled with a 6.8
percent increase in European new car registrations.
First quarter 1996 earnings from continuing operations of $5.9
million represent a $3.3 million increase from first quarter 1995
results, despite the negative effect of General Motors work
stoppage. Replacement operating profits rebounded on relatively
flat sales as the Company's North American replacement businesses
started to recover from 1995's poor results by significantly
reducing new business costs, while benefiting from restructuring
actions initiated late in 1994.
Currency fluctuations did not have a material impact on the
comparative balances of consolidated sales or consolidated
operating income in the first quarter of 1996.
Results of Operations
First Quarter First Quarter
Net Sales by Segment 1996 1995
- ---------------------- --------------- --------------
Automotive Original Equipment $367.4 72% $345.4 70%
Automotive Replacement 144.2 28 148.8 30
------ ---- ------ ----
Total $511.6 100% $494.2 100%
====== ==== ====== ====
First Quarter First Quarter
Operating Income by Segment (1) 1996 1995
- -------------------------------- ------------- --------------
Automotive Original Equipment $16.4 67% $18.2 91%
Automotive Replacement 7.9 33 1.8 9
------ ---- ----- ----
Total $24.3 100% $20.0 100%
====== ==== ===== ====
(1) Reflects income from continuing operations prior to Corporate
allocated expenses.
Automotive Original Equipment ("OE"): First quarter 1996 OE sales
of $367.4 million were six percent higher than the first quarter
1995 sales of $345.4 million. The increase was primarily the
result of significant new business in the European Union and the
demand for higher quality original equipment parts. First
quarter European car registrations increased 6.8 percent during
the quarter, when compared to the first quarter of last year.
Sales increases related to the Company's increased volume in the
European Union approximated $22 million. Of those sales
increases, approximately $7 million were related to the overall
European market growth. Offsetting the European increases were
reduced sales from lower North American vehicle production, which
was largely due to the first quarter General Motors work
stoppage. It is estimated that the General Motors work stoppage
had a negative $12 million impact on the Company's first quarter
sales. Price increases and concessions, net, had an
insignificant impact on the quarter's sales.
Operating profit from the OE segment was negatively impacted by
an estimated $12 million of lost revenues associated with the
General Motors strike and related disruptions to Arvin's OE
business units, including re-allocation of workers, freight
penalties, and other costs related to the sudden interruption of
business. Absent the negative impact of the General Motors
strike and related costs, the Company believes that the OE
segment operating profit would have increased 4-6% over that of
the prior year. Improvements were realized from increased
European unit sales and improved margins in the North American
ride control business. Employee wage increases were offset by
improvements in employee productivity and material prices have
moderated and decreased somewhat as compared to the prior year.
Automotive Replacement ("Replacement"): Replacement sales of
$144.2 million for the first quarter 1996 decreased three percent
when compared to the prior year first quarter sales of $148.8
million, despite the overall two percent positive effect on sales
of price increases. The Company's total volume decline of
approximately $10 million was most pronounced in the North
American aftermarket. The European replacement exhaust market
also reported a slight decline in volume. The Company believes
that these volume declines are primarily a result of continued
weakness in these markets.
Operating units in the Replacement segment sell their product
through a variety of different customer "channels" including
merchandisers, installers, and wholesale distributors. As a
result of period to period variations in this "channel mix," in
addition to normal variations in "product mix," the average price
of units sold may not correspond to price changes. There is also
a certain degree of imprecision and subjectivity in estimating
the impact of period to period volume changes, principally
because of questions as to what constitutes a "unit" for volume
measurement. The appropriate measure of a "unit" varies over
time as products develop, varies among the different countries in
which the Company operates, and varies within each operating unit
of the Company.
Operating profit for the replacement market rebounded from $1.8
million in the first quarter of 1995 to $7.9 million in the first
quarter of 1996. While volume declines had an estimated $4.2
million negative impact on operating profit, the North American
market started to recover from poor results in 1995 by reducing
new business costs $3.5 million . Price increases in both
exhaust and ride control contributed approximately $3.4 million
to the improved operating profit. Additionally, productivity
improvements in excess of wage increases contributed
approximately $2.2 million and material price decreases
contributed approximately $.6 million to the first quarter
operating profit improvement.
Corporate General and Administrative expenses increased $1.4
million in the first quarter of 1996. The increase was primarily
attributable to expenditures for employee costs and professional
services.
Interest Expense decreased 11 percent or $1.2 million in the
first quarter of 1996 when compared to the first quarter of 1995.
The increase was a result of lower average borrowing rates on
lower average outstanding debt.
Other Expenses, net increased $1.6 million in the first quarter
of 1996. The increase was primarily a result of gains on fixed
asset sales reported in 1995, increased contributions in 1996,
and the write-off of certain deferred expenses in 1996.
Equity Income of Affiliates increased $1.1 million in the first
quarter of 1996 when compared to the first quarter of 1995. The
increase is primarily attributable to improved operating results,
as a result of higher sales volumes in the Company's North
American original equipment exhaust joint venture. Other
significant improvements in operating results were noted in
Brazil (OE exhaust), Italy (OE ride control and aftermarket
exhaust) and Argentina (OE ride control).
During the third quarter of 1995, the Company instituted a review
of an underperforming 50 percent owned joint venture serving the
European Original Equipment market. The Company's previously
disclosed negotiations have been satisfactorily concluded, and an
agreement in principle has been reached with its joint venture
partner and lending institutions for the restructuring of the
joint venture's debt. The agreement, which is pending regulatory
approval, is expected to be finalized by June 30, 1996. The
agreement will not have a material impact on the Company's
financial statements.
Financial Condition
Liquidity During the first quarter of 1996, accounts receivable
and accounts payable both increased by approximately nine
percent, primarily as a result of the seasonal increase in March
over December sales. Days sales outstanding at the end of the
first quarter were 54.2 days compared to 50.7 days at the end of
1995. (See the Consolidated Statement of Cash Flows for a
detailed analysis of changes in cash.) Working capital decreased
$5.9 million and the current ratio stayed constant at 1.3 at the
end of the first quarter 1996 when compared to the end of 1995.
The Company's debt to capital ratio was 48.5 percent at both the
end of the first quarter 1996 and the end of 1995.
Capital Resources Based on the Company's projected cash flow
from operations and existing financing credit facility
arrangements, management believes that sufficient liquidity is
available to meet anticipated capital and dividend requirements
over the foreseeable future.
Planned capital expenditures for 1996 are adequate for normal
growth and replacement and are consistent with projections for
future sales and earnings. Near-term expenditures are expected
to be funded from internally generated funds.
Hedging The Company uses derivative financial instruments from
time-to-time to hedge certain financial and operating
transactions denominated in currencies other than functional
currencies. The Company believes that adequate controls are in
place to monitor these activities which are not financially
material.
Legal/Environmental Matters The Company is defending various
environmental claims and legal actions that arise in the normal
course of its business, including matters in which the Company
has been designated a potentially responsible party at certain
waste disposal sites or has been notified that it may be a
potentially responsible party at other sites as to which no
proceedings have been initiated. At a majority of these sites,
the information currently available leads the Company to believe
it has very limited or even de minimis responsibility. At other
sites, neither the remediation method, amount of remediation
costs nor the allocation among potentially responsible parties
has been determined. Where reasonable estimates are possible,
the Company has provided for the costs of study, cleanup,
remediation, and certain other costs, taking into account, as
applicable, available information regarding site conditions,
potential cleanup methods and the extent to which other parties
can be expected to bear those costs.
The Company is a participant with the EPA and the current owner
of a site previously owned by the Company's Maremont subsidiary
in a corrective action proceeding under the Resource Conservation
and Recovery Act. The Company has accrued for its share of the
reasonably estimable minimum remediation costs at this site,
which include costs incurred in connection with further studies
and design of a remediation plan, remedial costs, including
cleanup activities, and administrative, legal and consulting
fees. Given the inherent uncertainties in evaluating legal and
environmental exposures, actual costs to be incurred in future
periods may vary from the currently recorded estimates. The
Company expects that any sum it may be required to pay in
connection with legal and environmental matters in excess of the
amounts recorded will not have a material adverse effect on its
financial condition.
Two previously disclosed suits filed by Chamberlain Manufacturing
Corporation were settled after the end of the first
quarter. Both claims grew out of the May 1987 sale of a Maremont
unit, Saco Defense, Inc., to Chamberlain and relate to (i)
certain worker compensation cases pending at the time of the sale
and (ii) assertions of nonconforming products being shipped to
the U.S. government prior to the sale. The settlement, which
includes dismissal of all litigation, was within amounts
previously reserved for this litigation and will not have a
significant impact on the Company's results of operations.
Outlook The 1994 restructuring plan has been completed and is
expected to result in improved earnings for the Company in 1996.
The Company believes that previously published analyst estimates
of earnings per share for 1996 are achievable. The Company
forecasts reflected in these forward looking statements are,
however, based on a number of important
factors which are not controlled by the Company. In the OE
markets, these factors include, but are not limited to, economic
conditions in the Company's primary markets, strikes or other
work stoppages affecting the Company's major customers or
suppliers and the level of consumer demand for new automobiles
equipped with the Company's parts. The replacement market is
dependent on the level of consumer demand for the Company's
aftermarket products, which varies based upon such factors as
general economic conditions, the severity of winter weather and
the average age of automobiles in the Company's primary markets.
Other Matters: In October 1995, the FASB issued Statement No.
123, "Accounting for Stock-Based Compensation." This statement
is effective for fiscal years beginning after December 15, 1995.
The Company will continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25) and related Interpretations in accounting for its employee
stock options. Under APB 25, because the exercise price of the
Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is
recognized. The Company will adopt the additional disclosure
requirements of Statement No. 123 in 1996.
Part II
Item 1. Legal Proceedings
Two previously disclosed suits filed by Chamberlain Manufacturing
Corporation were settled after the end of the first quarter.
Both claims grew out of the May 1987 sale of a Maremont unit,
Saco Defense, Inc., to Chamberlain and relate to (i) certain
worker compensation cases pending at the time of the sale and
(ii) assertions of nonconforming products being shipped to the
U.S. government prior to the sale. The settlement, which
includes dismissal of all litigation, was within amounts
previously reserved for this litigation and will not have a
significant impact on the Company's results of operations.
Item 2. Changes in Securities
The Company's report on Form 8-K dated May 10, 1996, reporting an
amendment to the Rights Agreement, is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
03 Amended and Restated By-Laws Incorporated herein by
reference as filed on
Form 8-K dated May 10, 1996
11 Computation of Earnings
Per Share filed herewith as Exhibit 11
27 Financial Data Schedule filed herewith as Exhibit 27
b. Reports Filed on Form 8-K
None
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
the report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Arvin Industries, Inc.
by: /s/ Richard A. Smith
____________________________
Richard A. Smith
Vice President-Finance & Chief
Financial Officer
by: /s/ William M. Lowe, Jr.
______________________________
William M. Lowe, Jr.
Controller & Chief Accounting Officer
Date: May 14, 1996
<TABLE>
Exhibit 11
Arvin Industries, Inc.
Computation of Earnings Per Share of Common Stock
(Amounts in millions, except per share amounts)
<CAPTION>
Unaudited
-----------------
Three Months Ended
-----------------
March 31, April 2,
1996 1995
-------- --------
<S> <C> <C>
Primary Earnings Per Share
- --------------------------
Income from continuing operations $ 5.9 $ 2.6
Income from discontinued operations, net of tax -- 2.5
-------- --------
Net income to common stock $ 5.9 $ 5.1
======== ========
Average shares of common stock outstanding 22.2 22.2
Incremental common shares applicable to common stock options based
on the common stock daily average market price during the period 0.1 0.1
-------- --------
Average common shares, as adjusted 22.3 22.3
======== ========
Earnings per average share of common stock (including
common stock equivalents):
Continuing operations $ 0.26 $ 0.12
Discontinued operations -- 0.11
-------- --------
$ 0.26 $ 0.23
======== ========
Fully Diluted Earnings Per Share: (1)
- --------------------------------------
Income from continuing operations $ 5.9 $ 2.6
Income from discontinued operations, net of tax -- 2.5
-------- --------
Net income 5.9 5.1
Add back 7.5% convertible debentures' after tax interest expense 0.7 1.0
-------- --------
Net income to common stock assuming full dilution $ 6.6 $ 6.1
======== ========
Average shares of common stock outstanding 22.2 22.2
Incremental common shares applicable to common stock options
based on the more dilutive ending or average market price
of the common stock during the period 0.1 0.1
Average common shares issuable assuming conversion of 7.5 %
convertible subordinated debentures 2.3 3.1
-------- --------
Average common shares assuming full dilution 24.6 25.4
======== ========
Fully diluted earnings per average share assuming conversion of
all applicable securities:
Continuing operations $ 0.27 $ 0.14
Discontinued operations -- 0.10
-------- --------
$ 0.27 $ 0.24
======== ========
<FN>
(1) Fully diluted earnings per share amounts are shown for the first quarter of 1996
and 1995 in accordance with Securities and Exchange Commission requirements,
although not in accordance with A.P.B. 15 because they result in anti-dilution.
<FN>
See notes to consolidated financial statements.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial
information extracted from Form 10-Q for
the period ended March 31, 1996 and is
qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<FISCAL-YEAR-END> Dec-29-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Mar-31-1996
<PERIOD-TYPE> 3-MOS
<CASH> 4,100
<SECURITIES> 0
<RECEIVABLES> 307,300
<ALLOWANCES> (5,700)
<INVENTORY> 113,300
<CURRENT-ASSETS> 496,300
<PP&E> 944,300
<DEPRECIATION> 497,900
<TOTAL-ASSETS> 1,307,000
<CURRENT-LIABILITIES> 383,600
<BONDS> 358,000
0
0
<COMMON> 60,600
<OTHER-SE> 332,500
<TOTAL-LIABILITY-AND-EQUITY> 1,307,000
<SALES> 511,600
<TOTAL-REVENUES> 511,600
<CGS> 450,000
<TOTAL-COSTS> 486,400
<OTHER-EXPENSES> 3,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,900
<INCOME-PRETAX> 8,700
<INCOME-TAX> 3,200
<INCOME-CONTINUING> 5,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,900
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
