PREMARK INTERNATIONAL INC
10-Q, 1997-05-08
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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         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 13 weeks ended March 29, 1997 
  
  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: (847)
  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 May 5, 1997, 62,414,379 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
          March 29, 1997 and March 30, 1996................    2
  
          Condensed Consolidated Balance Sheet
          as of March 29, 1997 (Unaudited) and
          December 28, 1996................................    3
  
          Condensed Consolidated Statement of Cash Flows
          (Unaudited) for the 13 week periods ended
          March 29, 1997 and March 30, 1996................    5
  
          Notes to Condensed Consolidated
          Financial Statements (Unaudited).................    6

  
  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
  general 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 28,
  1996.
  
  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  
                                              -------------------
                                              March 29, March 30,
                                                1997       1996
                                              --------   --------
                             (In millions, except per share data)

Net sales...................................  $ 545.6    $ 528.7
                                              --------   --------

Costs and expenses:
  Cost of products sold.....................    342.2      340.7
  Delivery, sales, and 
    administrative expense..................    168.7      163.6
  Interest expense..........................      2.9        5.7
  Interest income...........................     (3.2)      (0.2)
  Other expense (income), net...............      0.6       (0.1)
                                              --------   --------
     Total costs and expenses...............    511.2      509.7 
                                              --------   --------

Income before income taxes..................     34.4       19.0 
Provision for income taxes..................     13.6        7.2 
                                              --------   --------
Income from continuing operations...........     20.8       11.8
Income from discontinued operations.........      -         32.8
                                              --------   --------
Net income..................................     20.8       44.6
 
Retained earnings, beginning of period......    688.2      735.7
Cash dividends declared.....................     (5.0)     (16.6)
Cost of treasury stock issued
  in excess of option exercise prices.......     (3.6)     (12.0)
                                              --------   --------
Retained earnings, end of period............  $ 700.4    $ 751.7
                                              ========   ========

Income per common and common 
  equivalent share:
    Continuing operations...................  $  0.32    $  0.19
    Discontinued operations.................     -          0.52 
                                              --------   --------
Net income per common and
  common equivalent share...................  $  0.32    $  0.71
                                              ========   ========

Average number of 
  common and common equivalent 
  shares outstanding........................     65.6       63.2 
                                              ========   ========

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 BALANCE SHEET
                            ASSETS
 
                                            March 29,  
                                              1997     December 28,
                                           (Unaudited)    1996
                                            ---------  ---------
                                                 (In millions)

Cash and cash equivalents.................  $  205.1   $  130.2
Short-term investments....................      25.0       84.3
Accounts and notes receivable.............     368.9      402.8
  Less allowances for 
    doubtful accounts.....................     (17.6)     (18.4)
                                            ---------  ---------
                                               351.3      384.4 

Inventories...............................     347.8      333.1
Recoverable income taxes..................       -         10.8
Deferred income tax benefits..............      66.9       67.4 
Prepaid expenses..........................      43.8       43.8 
                                            ---------  ---------
    Total current assets..................   1,039.9    1,054.0
                                            ---------  ---------

Property, plant, and equipment............     941.8      940.9
  Less accumulated depreciation...........    (524.1)    (524.5)
                                            ---------  ---------
                                               417.7      416.4

Intangibles, net of accumulated
  amortization............................     110.9      106.8
Other assets..............................      76.8       83.6
                                            ---------  ---------
    Total assets..........................  $1,645.3   $1,660.8
                                            =========  =========

See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).

                                - 3 -

<PAGE>

                  PREMARK INTERNATIONAL, INC.
             CONDENSED CONSOLIDATED BALANCE SHEET
             LIABILITIES AND SHAREHOLDERS' EQUITY
  
                                             March 29, 
                                                1997    December 28,
                                            (Unaudited)    1996
                                             ---------  ---------
                                                 (In millions)

Accounts payable...........................  $  112.9   $  105.7
Short-term borrowings and current
  portion of long-term debt................      10.2        3.5 
Accrued liabilities........................     326.9      350.4
                                             ---------  ---------
    Total current liabilities..............     450.0      459.6
                                             ---------  ---------

Long-term debt.............................     111.9      115.9
Accrued postretirement benefit cost........     121.7      120.8 
Other liabilities..........................      83.1       88.6

Shareholders' equity:
  Preferred stock, $1.00 par value,
    authorized 50,000,000 shares;
    issued -- none.........................       -          -  
  Series A Junior Participating
    Preferred stock, $1.00 par value,
    authorized 1,000,000 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............................     343.7      342.7
Retained earnings..........................     700.4      688.2
Treasury stock, 6,480,669 shares at
  March 29, 1997 and 6,276,776 shares
  at December 28, 1996, at cost............    (215.2)    (211.4)
Unearned portion of restricted
  stock issued for future service..........      (2.0)      (2.3)
Cumulative foreign currency adjustments....     (17.3)     (10.3)
                                             ---------  ---------
    Total shareholders' equity.............     878.6      875.9
                                             ---------  ---------
    Total liabilities and
      shareholders' equity.................  $1,645.3   $1,660.8
                                             =========  =========

See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).

                                - 4 -

<PAGE>
                PREMARK INTERNATIONAL, INC.
       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                       (Unaudited)
   
                                                 13 Weeks Ended   
                                              -------------------
                                              March 29, March 30, 
                                                1997       1996
                                              --------   --------
                                                 (In millions)

Cash flows from operating activities:
  Net income................................  $  20.8    $  44.6
  Adjustments to reconcile net income to
    net cash provided by operating
    activities from continuing operations:               
      Income from discontinued operations...      -        (32.8)
      Depreciation and amortization.........     16.0       17.4
  Changes in assets and liabilities:
      Accounts and notes receivable.........     26.9       34.8
      Inventory.............................    (19.2)      (7.8)
      Accounts payable and
        accrued liabilities.................    (11.7)     (19.2)
      Current income taxes..................     11.9       (0.1)
      Other.................................      2.7      (12.6)
                                              --------   --------
       Net cash provided by 
         operating activities from         
         continuing operations..............     47.4       24.3 
                                              --------   --------

Cash flows from investing activities:
  Capital expenditures......................    (19.7)     (15.3)
  Net sales of short-term
    investments.............................     59.3        -
  Business acquisition......................     (2.0)       -
  Other.....................................     (0.1)      (0.3)
                                              --------   --------
       Net cash provided by (used in)
         investing activities from 
         continuing operations..............     37.5      (15.6)
                                              --------   --------

Cash flows from financing activities:
  Net increase in short-term
    borrowings..............................      3.3       32.6
  Repayment of long-term debt...............      -         (0.2)
  Proceeds from exercise of stock options...      1.7        9.7
  Purchase of treasury stock................     (8.3)      (7.3)
  Payment of dividends......................     (5.1)     (16.6)
                                              --------   --------
       Net cash (used in) provided by 
         financing activities from 
         continuing operations..............     (8.4)      18.2 
                                              --------   --------

Effect of exchange rate changes on cash
  and cash equivalents......................     (1.6)      (0.3)

Net cash used in
  discontinued operations...................      -        (28.3)
                                              --------   --------
Net increase (decrease) in cash 
  and cash equivalents......................  $  74.9    $  (1.7)
                                              ========   ========

See accompanying Notes to Condensed Consolidated Financial
Statements (Unaudited).

                                - 5 -

<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. 


Note 2:  Inventories  

Inventories, by component, are summarized as follows (in
millions):

                                    March 29,    December 28,
                                       1997          1996
                                   -----------   -----------

Finished goods..................     $ 180.0       $ 163.7
Work in process.................        28.9          26.2
Raw materials and supplies......       138.9         143.2
                                     --------      --------
     Total inventories               $ 347.8       $ 333.1
                                     ========      ========


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, Premark
received a special dividend of $284.9 million.  It is assumed
that if the distribution had occurred at the beginning of 1996,
the company would not have incurred any short-term borrowings
during the first quarter of 1996.  Consequently, on a pro forma
basis, interest expense would have been $3.9 million for the
first quarter of 1996.


Note 4:  Sale of Hartco

On June 28, 1996, the company completed the sale of the stock of
its Hartco Flooring subsidiary to Triangle Pacific Corporation
for $35.8 million in cash plus the assumption of debt.  


Note 5:  New Accounting Standard 

In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share," which is required to be
adopted by the company on December 27, 1997.  At that time, the
company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. 
Under the new requirements for calculating basic earnings per
share, the dilutive effect of stock options will be excluded. 
Adopting the new Standard would result in a basic earnings per
share for the first quarter of 1997 of 33 cents per share.  For
the quarter ended March 30, 1996, basic earnings per share would
have been 19 cents and 73 cents per share for income from
continuing operations and net income, respectively.  No impact
would result from Statement 128 on the calculation of diluted
earnings per share for these quarters.


Note 6:  Subsequent Event

In April 1997, through a series of transactions the company
acquired certain assets and liabilities of Eurocatering SpA for
approximately $20 million in cash and the assumption of $18
million of debt.  Eurocatering is one of Europe's largest
manufacturers of warewash equipment.  Its results will be
included within the Food Equipment Group.


                            - 6 -
<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 ended March 29, 1997, compared with the 13 weeks
ended March 30, 1996, and changes in financial condition during
the 13 weeks ended March 29, 1997.  

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 the
1996 financial statements.  

Net Sales and Income from Continuing Operations

Net sales for the first quarter of 1997 were $545.6 million, an
increase of 3.2 percent compared with net sales of $528.7 million
in 1996.  Sales increased at all operating units except the Food
Equipment Group, which was impacted negatively by unfavorable
foreign exchange rates.  On a local currency basis, Food
Equipment Group's revenues were up 1 percent.  Excluding sales of
Hartco Flooring, which was sold in the second quarter of 1996,
and the effect of foreign exchange rates, sales rose 8.6 percent. 

Income from continuing operations improved 76 percent to $20.8
million, or 32 cents per share, in 1997 from $11.8 million, or 19
cents per share, in 1996.  A significant improvement in
profitability at Precor, Florida Tile and Wilsonart, continued
growth at West Bend, and lower net interest and corporate
expenses more than offset a decline at the Food Equipment Group.  

Costs and Expenses

Cost of products sold as a percentage of net sales was 62.7
percent for the first quarter of 1997 compared with 64.4 percent
in the first quarter of 1996.  The decline was due to improved
mix and higher production volume at Precor, lower costs for
Wilsonart's new flooring product and improved manufacturing
efficiencies at Florida Tile.  Delivery, sales, and
administrative expenses as a percentage of net sales were 30.9
percent for both the first quarter of 1997 and 1996.  

Tax Rate

The effective tax rate was 39.5 percent for the first quarter of
1997, compared with 38.0 percent for the first quarter of 1996,
and 38.9 percent for the year ended December 28, 1996.  The
higher 1997 rate when compared with the first quarter of 1996
reflects the impact of higher foreign income taxes.  

Net Interest Income

Interest income, net of interest expense, was $0.3 million in the
first quarter of 1997 versus net interest expense of $5.5 million
in the first quarter of 1996.  In 1996, net interest expense
reflected interest accrued and earned on all of Premark's
borrowings and invested cash, excluding amounts that were owed or
held by Tupperware, respectively.  The decrease in interest
expense in 1997 was due to the special dividend paid to Premark
by Tupperware 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 first quarter of 1997 were $289.8 million, a
decrease of 1 percent compared with $293.1 million in 1996. 
Excluding the negative impact of a stronger U.S. dollar, sales
for the group rose 1 percent, driven by a strong increase in non-
European international operations and a slight improvement in
Europe.  Segment profit was $10.8 million, a decrease of 15
percent from $12.7 million reported in 1996, due to declines in
the U.S. and non-European international operations. 
International operations accounted for 41 percent of segment
sales and 3 percent of segment profit for the quarter.

U.S. sales were essentially flat at $171.8 million as a weaker
foodservice market was offset by slightly higher sales of food
retail equipment and service revenues.  Segment profit fell,
however, by 19 percent from the first quarter of 1996. 
Manufacturing inefficiencies resulting from transfer of
production among plants, lower production volume, and spending on
future products and technologies drove the decline.
                                                                  
European sales were down nearly 5 percent for the first quarter
of 1997 as a result of the unfavorable effect of foreign
exchange.  On a local currency basis, European sales rose nearly
2 percent for the quarter with gains in all countries except
Germany and Italy.  Segment profit for the sector was breakeven
for the first quarter of 1997 versus a $1.9 million loss last
year.  The improvement was due to the higher local currency
sales, favorable manufacturing variances and savings from 1996's
reduction in force.  In the first quarter of 1997, a $2.4 million
provision for organizational changes was made.  In the same
period last year, a $1.9 million expense for reduction in force
was taken.

Sales for the other international operations grew by 7 percent in
the first quarter to a record level.  The addition of Argentina
plus improvements in Australia and Mexico more than offset a
slight decline in Canada.  Segment profit for the first quarter
fell substantially from last year, as a result of an inventory
adjustment in Australia as well as startup costs in several small
markets.

Decorative Products  

Net sales were $181.9 million for the first quarter of 1997, an
increase of 3 percent compared with $176.2 million in the same
period in 1996.  Excluding the 1996 impact of Hartco sales, sales
rose 16 percent.  Segment profit of $18.3 million in the first
quarter of 1997 was a 48-percent improvement over a profit of
$12.3 million in the same period last year.  Hartco's effect on
last year's profits was negligible.  

Wilsonart reported record sales and profit for the first quarter
of 1997.  Sales increased 17 percent versus 1996, reflecting
higher volume, improved pricing and growth related to the new
laminate flooring products.  Segment profit rose 21 percent on
higher volume, lower manufacturing costs and improved pricing,
despite marketing expenses associated with new product
introductions.  

Florida Tile also achieved record sales and profit for the first
quarter of 1997.  A 12-percent increase in sales from higher
volume in large format and trim tile, along with private label
sales, more than offset competitive pricing pressures.  Segment
profit rose significantly on the strength of higher volume and
improvement in manufacturing efficiencies.  

Consumer Products

Net sales were $73.9 million for the first quarter of 1997, an
increase of 24 percent compared with $59.4 million in 1996. 
Segment profit for the quarter was $8.0 million versus $4.1
million last year.

West Bend's sales rose 16 percent from 1996.  Housewares sales
reached a new record on higher volume in bread makers, drip
coffeemakers and stand mixers, despite competitive pricing
pressures.  Direct-to-the-home cookware sales increased
significantly.  Segment profit increased 9 percent to a new
record as the higher volume and slightly improved operating
expenses more than offset the lower pricing at Housewares and
higher costs related to manufacturing inefficiencies in the
cookware sector.

Precor had a 39-percent growth in sales to record levels on the
strength of a pickup in both the commercial and retail markets as
well as the introduction of new products.  The unit's segment
profit was a record, improving substantially from 1996 as a
result of the higher volume and improved mix.  

Financial Condition

Under the Distribution Agreement, Premark received a special
dividend of $284.9 million on May 24, 1996, which was used to
substantially reduce the company's outstanding debt.  On June 28,
1996, the company completed the sale of its Hartco subsidiary for
$35.8 million and assumption of debt.  

Net cash provided by operating activities in the first quarter of
1997 was $47.4 million compared with $24.3 million in the first
quarter of 1996.  The higher cash generation in 1997 primarily
reflects an increase in income from continuing operations, higher
income taxes payable, as well as a smaller decrease in accounts
payable and accrued liabilities than in 1996.  Partially
offsetting these items were a further increase in inventories,
compared with last year, driven by Florida Tile, and a smaller
decrease in accounts receivable balances primarily due to the
Food Equipment Group.  

Net cash provided by investing activities in 1997 was primarily
from net sales of short-term investments.  Capital expenditures
totaled $19.7 million and $15.3 million in 1997 and 1996,
respectively.  

Net cash used in financing activities was $8.4 million for the
first quarter of 1997 versus cash provided of $18.2 million in
1996.  The variation between years is primarily due to higher
short term borrowings in 1996 for financing the cash flow needs
of Tupperware.  

The total debt-to-capital ratio at the end of the first quarter
of 1997 was 12.2 percent, compared with 25.4 percent at the end
of the first quarter of 1996 and 12.0 percent as of December 28,
1996.  The ratio in the first quarter of 1996 included debt of
discontinued operations.  The lower ratio as of March 29, 1997,
compared with last year's first quarter 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 and the loss on Hartco.  

Working capital as of March 29, 1997, decreased by $4.5 million
from December 28, 1996.  The largest changes among the components
of working capital were a decrease in accounts and notes
receivable offset by higher net inventories and lower accrued
liabilities.  

As of March 29, 1997, unused lines of credit were approximately
$510.9 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.

In August 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.  Under
this plan, through March 29, 1997, and May 5, 1997, respectively,
the company had repurchased 530,000 shares and 697,800 shares at
an average cost of $22 per share for both periods.
 
The company's previous stock repurchase plan, announced in August
1995, was terminated prior to June 1996.  Under that plan, the
company had repurchased 588,000 shares at an average cost of $51
per share, including repurchases in the first quarter of 1996 of
92,000 shares at an average cost of $50 per share. 

In early April 1997, the company acquired certain assets and
liabilities of Eurocatering SpA for approximately $20 million in
cash and the assumption of $18 million in debt.  Funds used to
purchase Eurocatering came from available cash.



<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 first quarter of
              1997 is filed as an exhibit to this Report

   
   (b)  Reports on Form 8-K

        During the quarter ended March 29, 1997, the Registrant 
        filed a Current Report on Form 8-K dated March 6, 1997 
        relating to a change in the Registrant's certifying
        accountant from Price Waterhouse LLP to Ernst & Young
        LLP.
       

<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

May 8, 1997



                                                      Exhibit 11


                    PREMARK INTERNATIONAL, INC.
          Statement of Computation of Per Share Earnings
                           (Unaudited)

                                                 13 Weeks Ended   
                                              -------------------
                                              March 29, March 30, 
                                                1997       1996 
(Dollars in millions, shares in thousands)    --------   --------
                                                          
Earnings
  Income from continuing operations           $  20.8    $  11.8 
  Income from discontinued operations             -         32.8
                                              --------   --------
    Net income                                $  20.8    $  44.6
                                              ========   ========


PRIMARY METHOD
  Shares
    Cumulative average outstanding shares      62,753     61,409
    Common equivalent shares                    2,886      1,785 
                                              --------   --------

    Weighted average number of common
      shares and common equivalent
      shares outstanding                       65,639     63,194
                                              ========   ========

Primary earnings per share:
  Continuing operations                       $  0.32    $  0.19
  Discontinued operations                         -         0.52
                                              --------   --------
    Net income per share                      $  0.32    $  0.71 
                                              ========   ========

FULLY DILUTED METHOD
  Shares
    Cumulative average outstanding shares      62,753     61,409
    Common equivalent shares                    2,902      1,805
                                              --------   --------

    Weighted average number of common
      shares and common equivalent
      shares outstanding                       65,655     63,214
                                              ========   ========

Fully diluted earnings per share:  
  Continuing operations                       $  0.32    $  0.19
  Discontinued operations                         -         0.52
                                              --------   --------
      Net income per share                    $  0.32    $  0.71 
                                              ========   ========




<TABLE> <S> <C>

<ARTICLE>          5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PREMARK
INTERNATIONAL, INC.'S FIRST QUARTER 1997 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>                              3-MOS
<FISCAL-YEAR-END>                          DEC-27-1997
<PERIOD-START>                             DEC-29-1996
<PERIOD-END>                               MAR-29-1997
<CASH>                                         205,100
<SECURITIES>                                    25,000
<RECEIVABLES>                                  368,900
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                                0
                                          0
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