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 39 weeks ended September 28, 1996
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 1-9256
__________________
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3461320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708)
405-6000
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 November 6, 1996, 62,461,832 shares of the Common Stock,
$1.00 par value, of the Registrant were outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
a) Financial Statements of Registrant
Page
Index Number
Condensed Consolidated Statement of Income
(Unaudited) for the 13 week periods ended
September 28, 1996 and September 30, 1995........ 2
Condensed Consolidated Statement of Income
(Unaudited) for the 39 week periods ended
September 28, 1996 and September 30, 1995........ 3
Condensed Consolidated Balance Sheet
(Unaudited) as of September 28, 1996 and
December 30, 1995................................ 4
Condensed Consolidated Statement of Cash Flows
(Unaudited) for the 39 week periods ended
September 28, 1996 and September 30, 1995........ 6
Notes to Condensed Consolidated
Financial Statements (Unaudited)................. 7
The condensed consolidated financial statements of the
Registrant included herein have been prepared, without audit,
pursuant to the rules and regulations of the Securities and
Exchange Commission. Although certain information normally
included in financial statements prepared in accordance with
generally accepted accounting principles has been condensed or
omitted, the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements
and the notes thereto included in the Annual Report on Form 10-K
of the Registrant for its fiscal year ended December 30, 1995.
The condensed consolidated financial statements included herein
reflect all adjustments, consisting only of normal recurring
items, which, in the opinion of management, are necessary to
present a fair statement of the results for the interim periods
presented.
The results for interim periods are not necessarily indicative
of trends or of results to be expected for a full year.
<PAGE>
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
13 Weeks Ended
--------------------
Sept. 28, Sept. 30,
1996 1995
(In millions, except per share data) --------- ---------
Net sales.................................. $ 563.2 $ 556.3
--------- ---------
Costs and expenses:
Cost of products sold.................... 353.0 353.0
Delivery, sales, and
administrative expense................. 161.4 160.0
Interest expense......................... 2.9 7.1
Interest income.......................... (2.1) (0.4)
Other (income) expense, net.............. (1.8) 0.1
--------- ---------
Total costs and expenses.............. 513.4 519.8
--------- ---------
Income before income taxes................. 49.8 36.5
Provision for income taxes................. 19.6 10.5
--------- ---------
Income from continuing operations.......... 30.2 26.0
Income from discontinued operations........ - 20.8
--------- ---------
Net income................................. 30.2 46.8
Retained earnings, beginning of period..... 652.1 656.7
Cash dividends declared.................... (5.0) (16.5)
Cost of treasury stock issued
in excess of option exercise prices...... (4.0) (4.0)
--------- ---------
Retained earnings, end of period........... $ 673.3 $ 683.0
========= =========
Income per common and
common equivalent share:
Continuing operations.................. $ 0.46 $ 0.41
Discontinued operations................ - 0.33
--------- ---------
Net income per common and
common equivalent share.................. $ 0.46 $ 0.74
========= =========
Average number of common and common
equivalent shares outstanding............ 66.1 63.5
========= =========
Dividends declared per common share........ $ 0.08 $ 0.27
========= =========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 2 -
<PAGE>
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
39 Weeks Ended
--------------------
Sept. 28, Sept. 30,
1996 1995
(In millions, except per share data) --------- ---------
Net sales.................................. $1,657.6 $1,614.9
--------- ---------
Costs and expenses:
Cost of products sold.................... 1,057.6 1,028.6
Delivery, sales, and
administrative expense................. 488.8 479.7
Interest expense......................... 13.2 20.0
Interest income.......................... (3.5) (1.3)
Loss on disposition of business.......... 43.1 -
Other income, net........................ (2.2) (0.2)
--------- ---------
Total costs and expenses.............. 1,597.0 1,526.8
--------- ---------
Income before income taxes................. 60.6 88.1
Provision for income taxes................. 35.9 30.8
--------- ---------
Income from continuing operations.......... 24.7 57.3
Income from discontinued operations........ 62.2 103.1
--------- ---------
Net income................................. 86.9 160.4
Retained earnings, beginning of period..... 735.7 579.8
Cash dividends declared.................... (40.2) (45.2)
Cost of treasury stock issued
in excess of option exercise prices...... (23.0) (12.0)
Distribution of Tupperware Corporation
to shareholders.......................... (86.1) -
--------- ---------
Retained earnings, end of period........... $ 673.3 $ 683.0
========= =========
Income per common and
common equivalent share:
Continuing operations.................. $ 0.38 $ 0.90
Discontinued operations................ 0.97 1.61
--------- ---------
Net income per common and
common equivalent share.................. $ 1.35 $ 2.51
========= =========
Average number of common and common
equivalent shares outstanding............ 64.4 64.0
========= =========
Dividends declared per common share........ $ 0.65 $ 0.74
========= =========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 3 -
<PAGE>
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
(Unaudited)
Sept. 28, Dec. 30,
1996 1995
(In millions) --------- ---------
Cash and cash equivalents.............. $ 183.9 $ 19.8
Accounts and notes receivable.......... 380.5 397.5
Less allowances for
doubtful accounts.................. (20.9) (19.7)
--------- ---------
359.6 377.8
Inventories............................ 344.8 347.6
Recoverable income taxes............... 9.8 12.3
Deferred income tax benefits........... 66.1 77.2
Prepaid expenses....................... 35.6 45.0
--------- ---------
Total current assets................. 999.8 879.7
--------- ---------
Property, plant and equipment.......... 921.8 939.0
Less accumulated depreciation........ (514.6) (514.3)
--------- ---------
407.2 424.7
Intangibles, less accumulated
amortization......................... 107.1 168.7
Other assets........................... 72.6 73.0
Net assets of discontinued
operations........................... - 415.2
--------- ---------
Total assets........................... $1,586.7 $1,961.3
========= =========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 4 -
<PAGE>
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(Unaudited)
Sept. 28, Dec. 30,
1996 1995
(In millions) --------- --------
Accounts payable......................... $ 98.9 $ 104.4
Short-term borrowings and current
portion of long-term debt.............. 18.6 133.0
Accrued liabilities...................... 330.9 365.7
--------- ---------
Total current liabilities.............. 448.4 603.1
--------- ---------
Long-term debt........................... 116.0 121.7
Accrued postretirement
benefit cost........................... 121.5 120.1
Other liabilities........................ 67.9 107.6
Shareholders' equity:
Preferred stock, $1.00 par value,
authorized 50,000,000 shares;
issued -- none....................... - -
Common stock, $1.00 par value,
authorized 200,000,000 shares;
issued -- 69,003,840 shares.......... 69.0 69.0
Capital surplus........................ 331.9 590.3
Retained earnings...................... 673.3 735.7
Treasury stock, 6,703,145 shares
at September 28, 1996, and 7,857,080
shares at December 30, 1995,
at cost.............................. (224.7) (258.0)
Unearned portion of restricted
stock issued for future service...... (2.5) (1.0)
Cumulative foreign currency
adjustments.......................... (14.1) (127.2)
--------- ---------
Total shareholders' equity............. 832.9 1,008.8
--------- ---------
Total liabilities and
shareholders' equity................. $1,586.7 $1,961.3
========= =========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 5 -
<PAGE>
PREMARK INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
39 Weeks Ended
--------------------
Sept. 28, Sept. 30,
1996 1995
(In millions) --------- ---------
Cash flows from operating activities:
Net income............................ $ 86.9 $ 160.4
Adjustments to reconcile net
income to net cash provided
by operating activities from
continuing operations:
Income from discontinued
operations...................... (62.2) (103.1)
Loss on disposition of business... 38.6 -
Depreciation and amortization..... 51.6 53.2
Changes in assets and liabilities:
Decrease in accounts
and notes receivable............ 8.4 5.2
Increase in inventory............. (18.4) (51.7)
Decrease in accounts payable
and accrued liabilities......... (21.2) (43.7)
Increase (decrease) in
income taxes payable............ 10.0 (7.8)
Increase (decrease) in
deferred income taxes........... 8.7 (3.0)
Other............................. (14.2) (15.3)
-------- --------
Net cash provided by (used in)
operating activities from
continuing operations........... 88.2 (5.8)
-------- --------
Cash flows from investing activities:
Capital expenditures.................. (58.2) (59.1)
Proceeds from disposition
(acquisition) of businesses......... 35.3 (2.9)
Other................................. 5.2 (2.2)
-------- --------
Net cash used in
investing activities from
continuing operations........... (17.7) (64.2)
-------- --------
Cash flows from financing activities:
Net (decrease) increase
in short-term debt.................. (113.6) 184.9
Proceeds from long-term debt.......... 5.0 -
Repayment of long-term debt........... (0.8) (0.2)
Proceeds from exercise of
stock options....................... 15.4 9.1
Purchase of treasury stock............ (8.8) (148.1)
Payment of dividends.................. (51.8) (41.5)
-------- --------
Net cash (used in) provided by
financing activities from
continuing operations........... (154.6) 4.2
-------- --------
Effect of exchange rate changes on
cash and cash equivalents............. (0.6) 0.8
-------- --------
Net cash provided by
discontinued operations............... 248.8 58.1
-------- --------
Net increase (decrease) in cash
and cash equivalents.................. $ 164.1 $ (6.9)
======== ========
See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).
- 6 -
<PAGE>
PREMARK INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial
position, results of operations, and changes in financial
position in conformity with generally accepted accounting
principles. In the opinion of management, the unaudited
condensed consolidated financial statements include all
adjustments, consisting only of normal recurring items, necessary
for a fair presentation of financial position and results of
operations. The results of operations of any interim period are
not necessarily indicative of the results that may be expected
for a full fiscal year. Certain prior year amounts have been
reclassified to conform with the current year's presentation.
Note 2: Inventories
Inventories, by component, are summarized as follows (in
millions):
September 28, December 30,
1996 1995
-------- --------
Finished goods.................... $ 176.4 $ 169.8
Work in process................... 32.0 37.9
Raw materials and supplies........ 136.4 139.9
-------- --------
Total inventories............. $ 344.8 $ 347.6
======== ========
Note 3: Pro Rata Distribution of Tupperware Stock
On November 1, 1995, the company's board of directors authorized
management to establish its Tupperware subsidiary as an independent
company through a stock distribution to Premark shareholders. The
distribution was effected on May 31, 1996.
Under the Distribution Agreement, on May 24, 1996, Dart Industries, Inc.
paid a $284.9 million special dividend to Premark. If the distribution
had occurred at the beginning of 1995, it is assumed that the company
would not have incurred any short-term borrowings during 1995 or the
first half of 1996. Consequently, on a pro forma basis, interest
expense would have been $4.0 million for the third quarter of 1995 and
$9.3 million and $12.7 million for the first nine months of 1996 and
1995, respectively.
Note 4: Sale of Hartco
On June 28, 1996, the company completed the sale of the stock of its
Hartco subsidiary to Triangle Pacific Corporation for $35.8 million in
cash plus the assumption of certain Hartco liabilities. A pretax loss
of $43.1 million ($38.6 million after tax) is included in the year-to-
date reported results of the Decorative Products Group.
- 7 -
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following is a discussion of the results of operations for the 13
weeks and 39 weeks ended September 28, 1996, compared with the 13 weeks
and 39 weeks ended September 30, 1995, and changes in financial
condition during the 39 weeks ended September 28, 1996.
Overall
In late 1995, the company's board of directors authorized management to
proceed with a plan to establish Tupperware as an independent company
through a stock distribution to Premark's shareholders. The
distribution was effected on May 31, 1996. Tupperware has been reported
as a discontinued operation in these financial statements.
Net Sales and Income from Continuing Operations
Net sales from continuing operations for the third quarter of 1996 were
$563.2 million, an increase of 1.2 percent compared with net sales of
$556.3 million in 1995. For the first nine months of 1996, net sales
rose to $1.7 billion, which was an improvement of nearly 3 percent from
1995's net sales of $1.6 billion. Third quarter sales increased at all
operating units except West Bend. Excluding sales of Hartco Flooring,
which was sold in the second quarter of 1996, sales rose nearly 5
percent. For the first nine months of 1996, improvements at Wilsonart,
Precor and Florida Tile were somewhat offset by a decline at West Bend
and the absence of Hartco. Sales at the Food Equipment Group were
essentially flat, as growth in the U.S. and other international
operations was offset by a decline in Europe reflecting weak economies
and the negative effect of a strong U.S. dollar. Excluding revenues of
Hartco, year-to-date sales rose 3.5 percent.
Third quarter income from continuing operations rose significantly from
$26.0 million or $0.41 per share to $30.2 million or $0.46 per share. A
significant improvement in profitability at Wilsonart and Precor,
continued growth at the Food Equipment Group, and lower net interest and
corporate expenses, more than offset a decline at West Bend. For the
first nine months of 1996, net income of $24.7 million or $0.38 per
share was significantly below last year's income from continuing
operations of $57.3 million or $0.90 per share, due to the loss on the
sale of Hartco. Excluding that loss, income from operations would have
been $63.4 million or $0.98 per share. The higher income from
continuing operations was the result of improvements in profitability at
Wilsonart, Precor and West Bend, along with lower interest and corporate
expenses, which offset lower results at the Food Equipment Group and
Florida Tile.
Costs and Expenses
Cost of products sold as a percentage of net sales was 62.7 percent for
the third quarter of 1996 compared with 63.4 percent for the third
quarter of 1995. For the first nine months, the rates in 1996 and 1995
were 63.8 percent and 63.7 percent, respectively. Delivery, sales, and
administrative expenses as a percentage of sales were 28.7 percent for
the third quarter of 1996 compared with 28.8 percent for the same period
last year. For the first nine months, the rates were 29.5 percent and
29.7 percent for 1996 and 1995, respectively.
Tax Rate
For the third quarter, the effective tax rate in 1996 was 39.3 percent,
compared with 28.8 percent in 1995. The increase in the rate is due to
the favorable resolution of certain tax audit contingencies in 1995 and
a lower benefit in 1996 relating to the repatriation of foreign
earnings. For the first nine months of 1996, the effective tax rate
(excluding the loss on the sale of Hartco) was 38.9 percent versus 35.0
percent for the first nine months of 1995. Including the loss on the
sale of Hartco, the 1996 year-to-date rate was 59.1%. This increase
reflects the company's potential inability to realize the full tax
benefit associated with the loss on the sale of Hartco.
Net Interest Expense
Interest expense, net of interest income, was $.8 million in the third
quarter of 1996 versus $6.7 million in the third quarter of 1995. For
the first nine months of 1996, net interest expense was $9.7 million
versus $18.7 million in 1995. Net interest expense reflects interest
accrued and earned on all of Premark's borrowings and invested cash,
excluding amounts that were owed or held by Tupperware, respectively.
The lower net interest expense in 1996 was due to the special dividend
paid to Premark by Dart on May 24, 1996, as described in Note 3 to the
condensed consolidated financial statements, which was used to
substantially reduce Premark's outstanding debt, cash received from the
sale of Hartco as well as less debt required to finance working capital
needs.
Segment Results
Food Equipment Group
Net sales for the third quarter of 1996 were $315.3 million, an increase
of 1 percent from $310.8 million in 1995. For the first nine months,
net sales were essentially flat at $916.6 million in 1996 versus $914.9
million in 1995. For both periods, growth in the U.S. and international
operations other than Europe was mainly offset by declines in most
European countries. International operations accounted for 40 percent
and 41 percent of segment sales in the third quarter and first nine
months of 1996, respectively.
For the third quarter, segment profit of $24.8 million was 5 percent
higher than 1995's $23.6 million. For the first nine months, however,
segment profit fell to $55.9 million in 1996 from $64.7 million in 1995.
In the third quarter, improvement in the U.S. and other international
operations more than offset the decline in Europe. For the nine months,
a decline in the U.S. and Europe more than offset improvements in other
international operations. International operations accounted for 21
percent and 15 percent of segment profit for the third quarter and first
nine months, respectively.
U.S. sales rose 5 percent for the third quarter as a result of strong
demand for service, improvement in both the food retail and foodservice
equipment channels and nominal price increases. Segment profit rose
nearly 11 percent from the third quarter of 1995, as the nominal price
increases and higher volume offset less favorable product mix. For the
first nine months, sales increased 3 percent, reflecting higher service
revenues. Segment profit, however, declined 6 percent as the result of
a second quarter provision for plant closings, unfavorable product mix
and lower production volume.
European sales were down 6 percent and 7 percent for the third quarter
and first nine months, respectively, as a result of difficult economies
in most markets as well as the impact of unfavorable foreign exchange
rates. Excluding foreign exchange impact, European sales dropped 4
percent for both the third quarter and first nine months of 1996. For
the third quarter, profits declined 24 percent due to the lower volume,
offset partially by nominal pricing improvements and reduction in force
savings. For the first nine months, profits declined 73 percent,
reflecting lower sales and production volumes as well as a $1.9 million
provision for a reduction in force in the first quarter.
Sales in the other international operations grew by 9 percent in the
third quarter as the addition of Argentina plus improvement in Mexico
more than offset a modest decline in Canada. For the first nine months
of 1996, sales increased 13 percent due to growth in Mexico, along with
the impact of acquisitions in Brazil and Argentina. Segment profit for
both periods grew substantially over last year driven by higher
production volume in Canada as well as sales related gains in Mexico.
Decorative Products Group
Net sales were $178.6 million for the third quarter of 1996, an increase
of nearly 3 percent compared with $174.1 million in the same period in
1995. For the first nine months, sales grew 7 percent from $522.4
million to $559.2 million in 1996. Segment profit of $20.5 million in
the third quarter of 1996 was a 24-percent improvement over a profit of
$16.6 million in the same period last year. For the first nine months,
segment profit was $10.5 million in 1996 versus a profit in the same
period last year of $49.2 million. The significant decline in year-to-
date profits from last year was a result of the $43.1 million pretax
loss on the sale of Hartco. Excluding that loss, segment profit for the
first nine months would have been $53.7 million, an increase of 9
percent.
Wilsonart's sales in 1996 increased 16% and 12%, respectively, for the
third quarter and first nine months versus 1995, reflecting higher
volume, improved pricing and the introduction of a new laminate flooring
product. Segment profit for both periods rose significantly on higher
volume and pricing, despite marketing expenses associated with new
product introductions.
Florida Tile had a 9-percent increase in sales for the third quarter and
a 5-percent increase year-to-date. Higher volume in private label sales
more than offset competitive pricing pressures. For the third quarter,
segment profit rose significantly on the strength of higher volume and
improvement in manufacturing efficiencies. For the first nine months,
segment profit declined substantially, reflecting lower pricing, higher
manufacturing costs and expenses to open additional branch locations.
Consumer Products Group
Net sales were $69.3 million for the third quarter of 1996, a 3-percent
decline compared with $71.4 million in 1995. For the first nine months,
sales rose 2 percent from $177.6 million to $181.8 million in 1996.
Segment profit for the third quarter fell 4 percent from $8.5 million to
$8.2 million. For the first nine months, segment profit rose
significantly to $15.9 million from $10.3 million last year.
West Bend sales fell 10 percent and 7 percent for the quarter and year
to date, respectively, from 1995. Housewares sales fell sharply for
both periods due to a soft retail environment and competitive pricing on
breadmakers, but direct-to-the-home cookware sales posted a strong
increase in both periods. For the third quarter, West Bend segment
profit declined substantially, reflecting lower Housewares sales as well
as unfavorable mix and higher operating expenses at Premiere Cookware.
For the first nine months, segment profit improved due to the absence of
the $8 million recall provision made in 1995. Excluding that charge,
profits fell substantially compared with last year on lower Housewares
sales.
Precor sales grew 40 percent and 41 percent for the quarter and first
nine months, respectively, on increases in both the retail and
commercial markets as well as the introduction of a new product. The
unit's segment profit improved significantly in both periods as a result
of the higher volume and improved margins.
Financial Condition of Premark
Under the distribution agreement among Premark, Tupperware and Dart on
May 24, 1996, Dart paid $284.9 million to Premark. On June 28, 1996,
the company completed the sale of its Hartco subsidiary to Triangle
Pacific for $35.8 million and assumption of debt.
Net cash provided by operating activities in the first nine months of
1996 was $88.2 million compared with the use of cash of $5.8 million in
the first nine months of 1995. The higher cash generation in 1996 was
primarily due to lower working capital needs than in 1995. Net cash
used in investing activities was $17.7 million and $64.2 million in 1996
and 1995, respectively. The lesser amount in 1996 reflects the cash
received on the sale of Hartco . Net cash used in financing activities
was $154.6 million in the first nine months of 1996 versus net cash
provided of $4.2 million last year. In 1995, short-term debt was
increased, reflecting the funding for the stock repurchase program in
the first quarter along with financing a higher level of working
capital. In 1996, a significant part of the company's short-term debt
was repaid using the cash from the special dividend received from
Tupperware.
The total debt-to-capital ratio at the end of the third quarter of 1996
was 13.9 percent, compared with 29.7 percent at the end of the third
quarter of 1995, and 25.1 percent as of December 30, 1995. The third
quarter of 1995 and year end 1995 ratios included debt of discontinued
operations. The lower ratio as of September 28, 1996, compared with
both last year's third quarter and the end of 1995 ratios, reflects the
repayment of debt with cash from the special Tupperware dividend plus
the effect from a reduction of equity due to the spinoff of Tupperware.
Working capital as of September 28, 1996 increased by $274.8 million
from December 30, 1995. The largest changes among the components of
working capital were an increase in cash and cash equivalents and a
decrease in short-term borrowings, both reflecting the receipt of the
special Tupperware dividend and cash from the sale of the company's
Hartco subsidiary.
As of September 28, 1996, unused lines of credit were approximately
$557.2 million, including $250 million under a revolving credit
agreement that expires in May, 2001. Future cash flows, lines of
credit, and other short-term financing are expected to be adequate to
fund operating and investing activities.
On August 7, 1996, the company announced it would repurchase 6 million
of its shares, with volume and timing to depend on market conditions.
Purchases will be made in the open market or through other transactions
and will be financed through available cash, cash flow from operations
or issuance of additional debt. Through November 6, 1996, 80,000 shares
have been purchased under this program at an average cost of $19 per
share.
The company's previous stock repurchase plan announced in August, 1995,
was terminated prior to June 29, 1996. Under that plan, the company had
repurchased 588,000 shares at an average cost of $51 per share,
including repurchases in 1996 of 92,000 shares at an average cost of $50
per share.
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
(11) A statement of computation of per share earnings
is filed as an exhibit to this Report.
(27) A Financial Data Schedule for the third quarter
of 1996 is filed as an exhibit to this Report.
(b) Reports on Form 8-K
During the quarter, the Registrant did not file any current
reports on Form 8-K.
<PAGE>
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.
PREMARK INTERNATIONAL, INC.
By: John M. Costigan
------------------------
Senior Vice President,
General Counsel and Secretary
By: Lawrence B. Skatoff
------------------------
Senior Vice President and
Chief Financial Officer
Deerfield, Illinois
November 7, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(11) A statement of the computation
of per share earnings is filed
as an exhibit to this Report.
(27) A Financial Data Schedule for
the third fiscal quarter of 1996
is filed as an exhibit to this
Report.
Exhibit 11
PREMARK INTERNATIONAL, INC.
Statement of Computation of Per Share Earnings
(Unaudited)
13 Weeks Ended
---------------------
Sept. 28, Sept. 30,
1996 1995
(Dollars in millions, shares in thousands) --------- ---------
Earnings
Income from continuing operations $ 30.2 $ 26.0
Income from discontinued operations 0.0 20.9
--------- ---------
Net income $ 30.2 $ 46.9
========= =========
PRIMARY METHOD
Shares
Cumulative average outstanding shares 62,279 61,116
Common equivalent shares 3,865 2,376
--------- ---------
Weighted average number of common
shares and common equivalent
shares outstanding 66,144 63,492
========= =========
Primary earnings per share:
Continuing operations $ 0.46 $ 0.41
Discontinued operations 0.00 0.33
--------- ---------
Net income per share $ 0.46 $ 0.74
========= =========
FULLY DILUTED METHOD
Shares
Cumulative average outstanding shares 62,279 61,116
Common equivalent shares 3,932 2,388
--------- ---------
Weighted average number of common
shares and common equivalent
shares outstanding 66,211 63,504
========= =========
Fully diluted earnings per share:
Continuing operations $ 0.46 $ 0.41
Discontinued operations 0.00 0.33
--------- ---------
Net income per share $ 0.46 $ 0.74
========= =========
<PAGE>
Exhibit 11
PREMARK INTERNATIONAL, INC.
Statement of Computation of Per Share Earnings
(Unaudited)
39 Weeks Ended
---------------------
Sept. 28, Sept. 30,
1996 1995
(Dollars in millions, shares in thousands) --------- ---------
Earnings
Income from continuing operations $ 24.7 $ 57.3
Income from discontinued operations 62.2 103.1
--------- ---------
Net income $ 86.9 $ 160.4
========= =========
PRIMARY METHOD
Shares
Cumulative average outstanding shares 61,872 61,616
Common equivalent shares 2,509 2,390
--------- ---------
Weighted average number of common
shares and common equivalent
shares outstanding 64,381 64,006
========= =========
Primary earnings per share:
Continuing operations $ 0.38 $ 0.90
Discontinued operations 0.97 1.61
--------- ---------
Net income per share $ 1.35 $ 2.51
========= =========
FULLY DILUTED METHOD
Shares
Cumulative average outstanding shares 61,872 61,616
Common equivalent shares 2,559 2,415
--------- ---------
Weighted average number of common
shares and common equivalent
shares outstanding 64,431 64,031
========= =========
Fully diluted earnings per share:
Continuing operations $ 0.38 $ 0.90
Discontinued operations 0.97 1.61
--------- ---------
Net income per share $ 1.35 $ 2.51
========= =========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PREMARK
INTERNATIONAL, INC.'S THIRD QUARTER 1996 FINANCIAL STATEMENTS AS FILED IN ITS
QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-30-1995
<PERIOD-END> SEP-28-1996
<CASH> 183,900
<SECURITIES> 0
<RECEIVABLES> 380,500
<ALLOWANCES> 20,900
<INVENTORY> 344,800
<CURRENT-ASSETS> 999,800
<PP&E> 921,800
<DEPRECIATION> 514,600
<TOTAL-ASSETS> 1,586,700
<CURRENT-LIABILITIES> 448,400
<BONDS> 116,000
0
0
<COMMON> 69,000
<OTHER-SE> 763,900
<TOTAL-LIABILITY-AND-EQUITY> 1,586,700
<SALES> 1,657,600
<TOTAL-REVENUES> 1,657,600
<CGS> 1,057,600
<TOTAL-COSTS> 1,057,600
<OTHER-EXPENSES> (2,200)
<LOSS-PROVISION> 3,375
<INTEREST-EXPENSE> 13,200
<INCOME-PRETAX> 60,600
<INCOME-TAX> 35,900
<INCOME-CONTINUING> 24,700
<DISCONTINUED> 62,200
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 86,900
<EPS-PRIMARY> 1.35
<EPS-DILUTED> 0
</TABLE>
