<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1996 COMMISSION FILE NUMBER
1-10395
FIRST BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1171404
- ---------------------- ---------------------
State of Incorporation (IRS Employer
Identification No.)
83 Wooster Heights Rd., Building 301
P.O. Box 1911
Danbury, Connecticut 06813-1911
--------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 203-731-2300
------------
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 November 1, 1996
--------------------------- -------------------------------
Common Stock, $.01 par value 40,881,786 shares
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
INDEX TO FORM 10-Q
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statements of Income -
For the Three Month Periods
Ended September 30, 1996 and 1995...................................... 3
Consolidated Condensed Balance Sheets -
September 30, 1996 and June 30, 1996................................... 4
Consolidated Condensed Statement of Stockholders'
Equity - For the Three Month Period
Ended September 30, 1996............................................... 5
Consolidated Condensed Statements of Cash
Flows - For the Three Month Periods
Ended September 30, 1996 and 1995...................................... 6
Notes to Consolidated Condensed Financial
Statements............................................................. 7-9
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition....................... 10-11
Independent Auditors' Review Report..................................... 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 13
Items 2 - 6............................................................. 13
SIGNATURE............................................................... 14
-2-
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
------------ ------------
(in thousands - except per share amounts)
<S> <C> <C>
Net sales........................................ $ 255,597 $ 250,789
Cost of goods sold............................... 167,408 166,227
Selling, general and
administrative expenses........................ 50,219 48,455
Amortization and other depreciation.............. 3,254 4,198
Interest expense and amortization of debt
discount and expense........................... 4,249 4,314
Discount on sale of receivables.................. 1,020 1,037
Other income (expense), net...................... 585 178
-------- --------
Income before provision for income taxes 30,032 26,736
Provision for income taxes....................... 12,025 11,203
---------- ---------
Net income....................................... $ 18,007 $ 15,533
========== =========
Net income per common share and common
equivalent share (Note 6)....................... $ 0.43 $ 0.37
======= =======
Weighted average common and common
equivalent shares outstanding (Note 6) 42,253 42,438
======== =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-3-
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
(dollars in thousands, except share amounts) 1996 1996
------------------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS:
Cash and cash equivalents........................... $ 9,812 $ 8,326
Accounts and notes receivable - net................. 105,813 125,126
Inventories......................................... 149,404 146,002
Deferred tax assets................................. 20,359 20,155
Prepaid expenses.................................... 2,973 4,662
---------- ---------
Total current assets.............................. 288,361 304,271
Property, plant and equipment (net of accumulated
depreciation of $118,882 and $111,401) 317,563 319,677
Patents, trademarks, proprietary technology
and other intangibles (net of accumulated
amortization of $183,888 and $181,929) 202,617 204,422
Deferred charges and other assets (net of
accumulated amortization of $51,342 and $50,965) 35,142 32,510
---------- ----------
Total assets.............................. $ 843,683 $ 860,880
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities
Notes payable....................................... $ 7,547 $ 4,013
Current maturities of long-term debt................ 62 116
Accrued income and other taxes...................... 17,505 3,474
Accounts payable.................................... 36,252 61,168
Accrued liabilities................................. 82,724 110,522
---------- ----------
Total current liabilities...................... 144,090 179,293
Long-term debt...................................... 218,946 199,355
Deferred taxes payable.............................. 68,104 66,300
Deferred gain on sale of assets..................... 830 1,057
Other long-term obligations......................... 16,835 16,050
Stockholders' Equity
Preferred stock, $1 par value, 10,000,000
shares authorized; none issued.................... - -
Common stock, $0.01 par value,
50,000,000 shares authorized; issued
43,210,586 shares at September 30, 1996
and 43,140,586 shares at June 30, 1996 (Note 6) 432 431
Capital in excess of par value...................... 127,388 126,432
Cumulative foreign currency translation adjustment (9,738) (9,321)
Common stock in treasury, at cost; 2,362,800 shares at
September 30, 1996 and 1,490,000 at June 30, 1996 (72,504) (52,563)
Retained earnings................................... 349,300 333,846
--------- --------
Total stockholders' equity..................... 394,878 398,825
--------- --------
Total liabilities and stockholders' equity $ 843,683 $ 860,880
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-4-
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Cumulative
Capital Foreign
Common in Excess Currency
Stock of Par Translation Treasury Retained
(in thousands) Par Value Value Adjustment Stock Earnings Total
--------- --------- ----------- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Balance as of
June 30, 1996 ......... $ 431 $ 126,432 $ (9,321) $ (52,563) $ 333,846 $ 398,825
Exercise of
Stock Options.......... 1 956 - - - 957
Cash Dividends.......... - - - - (2,553) (2,553)
Purchase of
Treasury Stock......... - - - (19,941) - (19,941)
Net Income.............. - - - - 18,007 18,007
Foreign Currency
Translation Adjustment - - (417) - - (417)
---- ------ -------- ------- ------ ----------
Balance as of
September 30, 1996..... $ 432 $ 127,388 $ (9,738) $ (72,504) $ 349,300 $ 394,878
===== ========= ========= ========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-5-
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
(in thousands) 1996 1995
-------------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................ $ 18,007 $ 15,533
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................... 10,254 8,824
Deferred income taxes........................... 1,637 4,745
Change in certain non-cash current assets and
liabilities, net of effect of
businesses sold and acquired:
Decrease in accounts receivable 19,634 24,208
(Increase) decrease in inventories .......... (3,402) 2,677
Decrease in prepaid expenses................. 1,689 461
Increase in accrued income and other taxes... 14,031 263
(Decrease) in accounts payable............... (24,916) (30,507)
(Decrease) in accrued liabilities............ (27,798) (37,111)
Other changes..................................... (1,525) (879)
--------- ----------
Total adjustments............................. (10,396) (27,319)
--------- ----------
Net cash provided by (used for) operating activities 7,611 (11,786)
--------- ----------
Cash flows from investing activities:
Capital expenditures............................. (5,751) (7,890)
Acquisition of leased assets..................... - (9,797)
Purchase and installation of software............ (1,908) -
---------- ----------
Net cash (used for) investing activities (7,659) (17,687)
---------- ----------
Cash flows from financing activities:
Increase in revolving credit borrowings, net 20,000 30,000
Increase in other borrowings, net............... 3,071 8,319
Proceeds from exercise of stock options 957 1,041
Purchase of common stock for treasury (19,941) (3,501)
Dividends paid.................................. (2,553) (2,089)
--------- ---------
Net cash provided by financing activities 1,534 33,770
--------- ---------
Net increase in cash and cash equivalents.......... 1,486 4,297
Cash and cash equivalents at beginning of period... 8,326 5,225
--------- ---------
Cash and cash equivalents at end of period......... $ 9,812 $ 9,522
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
-6-
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements include all adjustments (all of which were of a normal
recurring nature) necessary to fairly present the results of operations for the
interim periods. Certain prior year amounts have been reclassified to conform
with the current year's presentation. All material intercompany transactions and
balances have been eliminated. The results of operations for the three month
period ended September 30, 1996 and 1995 are not necessarily indicative of the
results for a full year.
First Brands Corporation ("First Brands" or the "Company") is engaged in the
development, manufacture, marketing and sales of consumer products under branded
and private labels. Principal branded products include: GLAD and GLAD-LOCK
(plastic wrap and bags); STP (oil and fuel additives and other specialty
automotive products); SIMONIZ (car waxes and polishes); SCOOP AWAY, EVER CLEAN
and JONNY CAT (cat litters) and STARTERLOGG (fire starters) and HEARTHSIDE (fire
logs).
INVENTORIES
Inventories were comprised of:
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------ --------
(in thousands)
<S> <C> <C>
Raw materials................................... $ 28,948 $ 28,549
Work-in-process................................. 3,632 4,809
Finished goods.................................. 116,824 112,644
--------- ---------
Total....................................... $ 149,404 $ 146,002
========= =========
</TABLE>
2. LONG-TERM DEBT
First Brands had long-term debt outstanding as of September 30, 1996 and June
30, 1996 as follows:
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
----------- -------
(in thousands)
<S> <C> <C>
Senior Debt:
$300,000,000 Revolving Credit Facility, 5 year term
expiring December 1999, interest at prime rate,
LIBOR plus .30% or CD rate plus .425%; facility
fee of .20%................................... $ 115,000 $ 95,000
Other........................................... 4,008 4,471
---------- ----------
119,008 99,471
Less: current maturities........................ (62) (116)
---------- ----------
Senior Debt................................. 118,946 99,355
---------- ----------
Subordinated Debt:
9 1/8% Senior Subordinated Notes Due 1999....... 100,000 100,000
--------- ---------
Total Long-term debt.................... $ 218,946 $ 199,355
========= =========
</TABLE>
-7-
<PAGE>
<PAGE>
The Company's revolving credit facility has no compensating balance
requirements, however, it does contain certain restrictive covenants pertaining
to the ratio of subordinated debt to equity, dividend payments and capital stock
repurchases.
The 9 1/8% Senior Subordinated Notes Indenture has restrictive covenants or
limitations on the payment of dividends, the distribution of capital stock or
the redemption of capital stock, as well as limitations on Company and
subsidiary debt and limitations on the sale of assets.
First Brands was in compliance with all the covenants of all debt agreements at
September 30,1996.
3. ACCOUNTS RECEIVABLE
Since May, 1992, the Company has been a party to an agreement to sell up to
$100,000,000 in fractional ownership interest, without recourse, in a defined
pool of eligible trade accounts receivable. Under the current terms of this
agreement, the facility automatically renews each year. The fractional interest
sold as of September 30, 1996 totaled $70,000,000. The amounts sold are
reflected as a reduction in accounts receivable on the accompanying balance
sheets and costs associated with this program are recorded on the Consolidated
Condensed Statements of Income as discount on sale of receivables.
4. NOTES PAYABLE
Notes payable at September 30, 1996 of $7,547,000 consisted of $4,000,000 of a
$15,000,000 unsecured domestic line of credit and $3,547,000 of the Company's
international subsidiaries' working capital borrowings with local lenders. The
Company's international working capital credit facilities aggregated
$23,370,000, of which $19,823,000 was available at September 30, 1996. The
international facilities are generally secured by the assets of the respective
subsidiaries, with approximately $1,474,000 of the availability at one
subsidiary being guaranteed by First Brands Corporation (U.S.).
5. TAXES
The provision for income tax expense for the three months ended September 30,
1996 and 1995 consists of the following:
<TABLE>
<CAPTION>
Three Months
Ended
September 30,
----------------
1996 1995
---- ----
<S> <C> <C>
(in thousands)
Current:
Federal...................... $ 7,904 $ 4,752
State........................ 1,777 1,014
Foreign...................... 707 692
----- ------
Total current............ 10,388 6,458
Deferred:
Federal...................... 1,398 3,915
State........................ 310 868
Foreign...................... (71) (38)
------ ------
Total deferred........... 1,637 4,745
------ ------
Total provision...... $ 12,025 $11,203
====== ======
</TABLE>
-8-
<PAGE>
<PAGE>
6. EARNINGS PER SHARE, STOCK SPLIT AND DIVIDENDS
On February 5, 1996, a two-for-one stock split of the Company's common stock was
effected in the form of a 100 percent stock dividend. Accordingly, all
historical weighted average share and per share amounts have been restated to
reflect the stock split.
Net income per share has been computed using the weighted average number of
common shares and common share equivalents outstanding for the periods.
The Company has paid its shareholders quarterly cash dividends of $0.0625 and
$0.05 cents per share for the first quarter of fiscal 1997 and 1996,
respectively .
7. ACCOUNTING PRONOUNCEMENT
Effective July 1, 1996, the Company adopted Statement of Financial Accounting
Standards ('SFAS') No. 121, 'Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of'. SFAS No. 121 requires that long-
lived assets and certain identifiable intangibles to be held and used by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may be recoverable. The Company
tested for potential impairment on a business unit basis by analyzing current
and forecasted cash flows. Based on this analysis, the Company determined that
no adjustment to long-lived assets is necessary.
-9-
<PAGE>
<PAGE>
FIRST BRANDS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following discussion and analysis of the consolidated results of operations
for the three month periods ended September 30, 1996 and 1995 should be read in
conjunction with the accompanying unaudited Consolidated Condensed Financial
Statements and related Notes. The Company is primarily engaged in the
development, manufacture, marketing and sale of branded and private label
consumer products for the home and automotive markets. The Company's products
which include "GLAD", "GLAD-LOCK", "STP", "SIMONIZ", "SCOOP AWAY", "EVER CLEAN",
"JONNY CAT", "STARTERLOGG" and "HEARTHSIDE" can be found in large mass
merchandise stores, chain supermarkets and other retail outlets. The Company
believes that the significant market positions occupied by its products are
attributable to brand name recognition, comprehensive product offerings,
continued product innovation, strong emphasis on vendor support and aggressive
advertising and promotion.
RESULTS OF OPERATIONS
The following table sets forth the percentages of net sales of the Company
represented by the components of income and expense for the three month periods
ended September 30, 1996 and 1995:
<TABLE>
<CAPTION>
Three Months
Ended
September 30,
--------------
1996 1995
---- ----
<S> <C> <C>
Net sales.................................. 100.0% 100.0%
Cost of goods sold......................... 65.5 66.3
------ -----
Gross profit............................... 34.5 33.7
Selling, general, and
administrative expenses.................. 19.6 19.3
Amortization and other depreciation........ 1.3 1.7
Interest expense and amortization of debt
discount and expense..................... 1.7 1.7
Discount on sale of receivables............ 0.4 0.4
Other income (expense), net................ 0.2 0.1
----- ----
Income before provision for income taxes... 11.7 10.7
Provision for income taxes.................. 4.7 4.5
----- ----
Net income.................................. 7.0% 6.2%
==== ====
</TABLE>
-10-
<PAGE>
<PAGE>
QUARTER ENDED SEPTEMBER, 30 1996 COMPARED TO THE QUARTER
ENDED SEPTEMBER 30, 1995
Sales for the three month period ended September 30, 1996 were $255,597,000, 2%
ahead of last year's $250,789,000. Plastic wrap and bag sales for the quarter
were even with the prior year, reflecting solid domestic GLAD volume sales which
were offset by product mix and unfavorable exchange rates, particularly in South
Africa. Excluding sales from the Company's discontinued contract packaging
business, automotive sales for the quarter were even with the prior year's
level. Pet product sales grew 3% over the prior year due to continued market
share growth and new product introductions. The Company's new firelog and wood
fire starter business contributed $5,665,000 in sales for the quarter.
Cost of goods sold for the quarter was $167,408,000, 101% of last year's
$166,227,000. Gross profit for the quarter of $88,189,000 (34.5% of sales) was
104% of last year's $84,562,000 (33.7% of sales), as margins were up in each of
the Company's businesses. For the quarter, higher volumes led to increased
costs, while lower raw material costs resulted in more favorable margins.
Selling, general and administrative expenses during the quarter of $50,219,000
(19.6% of sales), were 104% of last year's $48,455,000 (19.3% of sales). The
increase compared to last year reflects increased spending in the automotive and
pet products business as well as the costs associated with the Company's new
firelog and wood fire starter business. These higher costs were partially offset
by lower coupon redemption costs in the plastic wrap and bag business.
Amortization and other depreciation expense for the quarter was $3,254,000, 78%
of the prior year's $4,198,000. The lower expense for the year reflects the
impact of assets which were fully amortized during the prior fiscal year.
Interest expense for the quarter was $4,249,000, 98% of the prior year. Discount
on sale of receivables reflects the costs associated with the sale of a
fractional ownership interest, without recourse, in a defined pool of the
Company's eligible trade accounts receivable.
The Company's effective tax rate for the quarter was 40% compared to the prior
year's quarterly rate of 42%. The reduced rate reflects higher favorable
permanent tax differences during fiscal 1997.
FINANCIAL CONDITION
Worldwide credit facilities in place at September 30, 1996 aggregated
$339,292,000 of which $215,823,000 was available, but unused. Excluding any
leased asset or stock repurchases, the Company expects to repay up to
$50,000,000 on these credit facilities over the next twelve months by utilizing
the positive cash flow generated by the business. During the first quarter of
fiscal 1997 the Company repurchased common shares valued at $19,941,000
The Company's current forecast for the 1997 fiscal year reflects capital
expenditures of approximately $42,000,000, and fixed payments (interest,
principal, discount on sale of receivables and lease payments) of approximately
$41,000,000.
Certain forward-looking statements are contained within this report, reflecting
management's current estimate of future events. These forward-looking statements
are based on many assumptions, primarily related to the Company's expected
operating performance, any variance from these assumptions may result in
significantly different results.
Based on the Company's ability to generate funds from operations and the
availability of credit under its financing facilities, management believes it
will have the funds necessary to meet all of its described financing
requirements and all other financial obligations.
REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
First Brands' independent certified public accountants have performed a limited
review of the financial information furnished herein in accordance with
standards established by the American Institute of Certified Public Accountants.
The Independent Auditors' Review Report is presented on Page 12 of this report.
-11-
<PAGE>
<PAGE>
Independent Auditors' Review Report
The Board of Directors
First Brands Corporation:
We have reviewed the consolidated condensed balance sheet of First Brands
Corporation and subsidiaries as of September 30, 1996, and the related
consolidated condensed statements of income and cash flows for the three-month
periods ended September 30, 1996 and 1995, and the consolidated condensed
statement of stockholders' equity for the three-month period ended September 30,
1996. These consolidated condensed financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of First Brands Corporation and
subsidiaries as of June 30, 1996, and the related consolidated statement of
income, stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated August 8, 1996, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated condensed balance
sheet as of June 30, 1996, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
November 4, 1996
-12-
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibit Index:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
11* -- Computation of Net Income Per Common Share
15* -- Accountants' Acknowledgment
27* -- EDGAR Financial Data Schedule
- ------------
* Filed herewith
B. Reports on Form 8-K
None.
</TABLE>
-13-
<PAGE>
<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.
FIRST BRANDS CORPORATION
(Registrant)
Date: November 7, 1996 By: /s/ Donald A. DeSantis
---------------- -----------------------
Donald A. DeSantis
Senior Vice President,
Chief Financial Officer
and Treasurer
(Principal Accounting
and Duly Authorized
Officer)
-14-
<PAGE>
<PAGE>
Exhibit 11
(Page 1 of 2)
COMPUTATION OF NET INCOME PER COMMON SHARE *
(in thousands - except per share amounts)
<TABLE>
<CAPTION>
Three months
ended September 30,
1996 1995
---- ----
<S> <C> <C>
COMPONENTS OF PRIMARY NET INCOME
PER COMMON SHARE:
Net income......................... $ 18,007 $ 15,533
======== ========
Average common shares outstanding
during the period................ 43,149 43,042
Average treasury shares held
during the period................ (1,822) (1,270)
Common shares issuable with
respect to common equivalents
for stock options................ 926 666
------- -------
Average common and common
equivalent shares outstanding.... 42,253 42,438
====== ======
Primary earnings per share:
Net income....................... $ 0.43 $ 0.37
====== ======
</TABLE>
* - Fiscal 1996 share and per share amounts have been restated to
reflect a two-for-one stock split which was effective February 5,
1996.
<PAGE>
<PAGE>
Exhibit 11
(Page 2 of 2)
COMPUTATION OF NET INCOME PER COMMON SHARE*
(in thousands - except per share amounts)
<TABLE>
<CAPTION>
Three months
ended September 30,
1996 1995
------- -------
<S> <C> <C>
COMPONENTS OF FULLY DILUTED NET INCOME
PER COMMON SHARE:
Net income......................... $ 18,007 $ 15,533
======== ========
Average common shares outstanding
during the period................ 43,149 43,042
Average treasury shares held
during the period................ (1,822) (1,270)
Common shares issuable with
respect to common equivalents
for stock options................ 1,020 718
------ -------
Average common and common
equivalent shares outstanding.... 42,347 42,490
====== ======
Fully diluted earnings per share:
Net income....................... $ 0.43 $ 0.37
====== ======
</TABLE>
* - Fiscal 1996 share and per share amounts have been restated to reflect
a two-for-one stock split which was effective February 5, 1996.
<PAGE>
<PAGE>
Exhibit 15
Accountants' Acknowledgment
First Brands Corporation
83 Wooster Heights Road
Danbury, CT 06813-1911
Ladies and Gentlemen:
RE: FORM S-8 REGISTRATION STATEMENTS NO. 33-35770, NO. 33-56992
AND NO. 33-56503
With respect to the subject registration statements, we acknowledge our
awareness of the use therein of our report dated November 4, 1996 related to our
review of interim financial information.
Pursuant to Rule 436'c' under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
November 4, 1996
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 9,812
<SECURITIES> 0
<RECEIVABLES> 105,813
<ALLOWANCES> 1,612
<INVENTORY> 149,404
<CURRENT-ASSETS> 288,361
<PP&E> 436,445
<DEPRECIATION> 118,882
<TOTAL-ASSETS> 843,683
<CURRENT-LIABILITIES> 144,090
<BONDS> 218,946
<COMMON> 432
0
0
<OTHER-SE> 394,878
<TOTAL-LIABILITY-AND-EQUITY> 843,683
<SALES> 255,597
<TOTAL-REVENUES> 255,597
<CGS> 167,408
<TOTAL-COSTS> 167,408
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,269
<INCOME-PRETAX> 30,032
<INCOME-TAX> 12,025
<INCOME-CONTINUING> 18,007
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,007
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
</TABLE>
