<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 1998
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 1-804
SEQUA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1885030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Park Avenue, New York, New York 10166
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)986-5500
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 October 30, 1998
----- -------------------------------
Class A Common Stock, no par value 7,056,111
Class B Common Stock, no par value 3,329,780
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except per share)
(Unaudited)
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
-------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $1,356,473 $1,158,119 $458,954 $391,333
---------- ---------- -------- --------
COSTS AND EXPENSES
Cost of sales 1,082,976 934,666 366,750 313,738
Selling, general and
administrative 190,957 161,810 63,941 54,236
---------- ---------- -------- --------
1,273,933 1,096,476 430,691 367,974
---------- ---------- -------- --------
OPERATING INCOME 82,540 61,643 28,263 23,359
OTHER INCOME (EXPENSE)
Interest expense (39,288) (37,797) (13,402) (12,727)
Interest income 3,930 4,078 1,400 1,426
Equity in income (loss) of
unconsolidated joint ventures (1,102) 1,523 (309) (622)
Other, net 3,408 1,682 (596) 1,543
---------- ---------- -------- --------
INCOME BEFORE INCOME TAXES 49,488 31,129 15,356 12,979
Income tax provision (22,200) (18,400) (4,800) (6,330)
---------- ---------- -------- --------
NET INCOME 27,288 12,729 10,556 6,649
Preferred dividends (1,657) (2,288) (516) (763)
---------- ---------- -------- --------
NET INCOME AVAILABLE
TO COMMON SHAREHOLDERS $ 25,631 $ 10,441 $ 10,040 $ 5,886
========== ========== ======== ========
BASIC AND DILUTED EARNINGS
per share $ 2.50 $ 1.05 $ .97 $ .59
DIVIDENDS DECLARED PER SHARE
Preferred $ 2.50 $ 2.50 $ 1.25 $ 1.25
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Of Financial Condition and Results of Operations
------------------------------------------------
SUMMARY BUSINESS SEGMENT DATA (in millions)
<CAPTION>
Sales Operating Income
Year to Date Year to Date
-------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $ 788.5 $661.3 $58.7 $42.3
Machinery & Metal Coatings 306.7 236.1 15.5 11.5
Specialty Chemicals 182.7 158.8 22.5 19.2
Other Products 78.6 101.9 8.9 10.6
Corporate - - (23.1) (22.0)
-------- -------- ----- -----
TOTAL $1,356.5 $1,158.1 $82.5 $61.6
======== ======== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Third Quarter Third Quarter
------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $262.7 $229.0 $17.5 $18.1
Machinery & Metal Coatings 108.0 79.1 7.0 2.5
Specialty Chemicals 64.5 51.9 9.9 7.5
Other Products 23.8 31.3 2.0 2.7
Corporate - - (8.1) (7.4)
----- ----- ----- -----
TOTAL $459.0 $391.3 $28.3 $23.4
====== ====== ===== =====
</TABLE>
Sales
- -----
Overall sales increased 17% in both the nine months and the
third quarter, with advances in both periods from the Aerospace,
Machinery and Metal Coatings, and Specialty Chemicals segments.
Sales of the Other Products segment declined in both periods, due
entirely to the late-1997 divestiture of the Northern Can Systems
(NCS) unit.
Sales of the Aerospace segment advanced 19% for the nine
months and 15% for the third quarter, with both Gas Turbine and
ARC Propulsion ahead in each period. Gas Turbine posted
increases in sales to both the component repair aftermarket and
the original equipment market. The advances reflect continuing
strong demand from the commercial sector of the industry,
tempered by the effect of intense competition from the engine
<PAGE>
Sales (con't)
- -----
manufacturers for aftermarket repair. Sales of ARC Propulsion
were up approximately 60% in the nine months and 50% in the third
quarter. These increases reflect the consolidation of the airbag
inflator business following the Company's January 1998 purchase
of its partner's 50% interest in this former joint venture.
Sales of solid propellant rocket motors were also ahead in both
periods, while sales of liquid propellant motors for satellite
station keeping declined due to reduced Asian demand.
Sales of the Machinery and Metal Coatings segment increased
30% for the nine months and 36% for the third quarter. Sales of
Precoat Metals, the Company's metal coatings unit, declined in
both periods, due to reduced demand from two major customers in
the building products market. Both customers have brought work
in-house that was previously handled by Precoat -- one due to the
late-1997 settlement of a strike, and the other due to the
acquisition of its own coating facilities in the second quarter
of 1998. The Company anticipates that these developments will
have a continuing effect on future sales comparisons. By
contrast, metal coating sales to the manufactured products market
increased in both periods, while sales to the container market
were up in the third quarter, but down for the nine months.
Third quarter sales of Can Machinery more than doubled from a low
1997 base, boosting nine-month sales to an 8% increase. Although
fourth quarter sales are expected to be on a par with the 1997
level, the Company anticipates a significant drop in sales in
1999, based on current lack of demand for new can line
installations, due to weak economies in key overseas markets.
Sales of MEGTEC Systems (which was formed following the third-
quarter 1997 acquisition of TEC Systems and its combination with
MEG, the Company's existing auxiliary press equipment unit) more
than tripled in the nine months and more than doubled in the
third quarter. The advances reflect the inclusion of the TEC
business and increased sales to the Company's traditional
auxiliary press equipment market. MEGTEC's order backlog for the
fourth quarter of 1998 remains strong.
Sales of the Specialty Chemicals segment advanced 15% for
the nine months and 24% for the third quarter, with both units
ahead in each period. The overseas unit posted solid sales
advances in both periods. For the nine months, the advance
reflects a higher level of sales by a growing network of
international chemical distribution units, boosted by the
addition of an Italian distributor acquired in early 1998. These
favorable factors were partially offset by currency-related
reductions in international detergent chemicals sales. In the
third quarter, the improvements at the chemical marketing units
were augmented by increased detergent chemical sales, as a strong
increase in customer demand for TAED -- to support the launch of
new detergents -- more than offset the lingering unfavorable
<PAGE>
Sales (con't)
- -----
currency effect. Favorable sales comparisons are expected to
continue in the fourth quarter. The domestic unit recorded
increases in both periods, with the third-quarter advance led by
higher sales of graphics chemicals and the nine-month increase a
reflection of advances in graphics and textiles. The domestic
unit was divested in late October. See the Subsequent Event
section of this Management's Discussion and Analysis (MD&A) for
more details.
Sales of the Other Products segment declined 23% for the
nine months and 26% for the third quarter, due entirely to the
December 1997 divestiture of NCS. After excluding the
contribution of NCS from both 1997 periods, sales were up 3% for
the nine months and 6% for the third quarter. For both periods,
the automotive products unit was unfavorably affected by the
General Motors strike, which was settled in late July. Sales of
the men's apparel unit advanced in both periods, and backlog at
September 30, 1998 was higher than a year ago.
Operating Income
Overall operating income increased 34% for the nine months
and 21% for the third quarter.
Operating income in the Aerospace segment was ahead 39% in
the nine months, but down 3% for the third quarter. At Gas
Turbine, profits were sharply higher for the nine months and
slightly ahead for the third quarter. Profits of the unit were
affected by several factors, including, in all periods, legal
expenses related to the ongoing litigation with the Pratt &
Whitney unit of United Technologies. These legal expenses
amounted to $4.5 million in the nine months of 1998 and $7.9
million in the same 1997 period; and $1.5 million in the third
quarter of 1998, and $2.3 million in the third quarter of 1997.
Overall Gas Turbine results for the nine months reflected strong
advances at both the repair and OEM units and the benefit of
lower P&W litigation costs. In addition, comparison with the
nine months of 1997 is also affected by a $2.7 million settlement
with the government of Egypt that occurred in the second quarter
of 1997 and is included in the results for the nine months of
that year. Gas Turbine's small increase in operating income for
the third quarter reflects several offsets to the benefits of
higher sales and lower legal costs. These include the impact of
competitive pressures in the repair sector; the effect of start-
up and scrap costs on new OEM programs; and costs related to the
modernization of an OEM facility. The OEM-related factors are
expected to ease in the fourth quarter, and management currently
expects favorable fourth quarter income comparisons at Gas
Turbine.
<PAGE>
Operating Income (con't)
- ----------------
Operating income at ARC Propulsion registered a strong
advance in the nine months, driven primarily by profits of the
recently acquired airbag inflator business. Operating income for
the third quarter declined despite the inclusion of profits from
the airbag inflator unit. The unfavorable comparison was due to
the inclusion in the third quarter of 1997 of a favorable
resolution to an environmental issue. In the 1998 third quarter
the amount of profit from the airbag inflator unit was small due
to seasonal factors, an unfavorable sales mix shift and a high
level of research and development expenditures.
Operating income in the Machinery and Metal Coatings
segment increased 34% for the nine months and nearly tripled from
a poor 1997 third quarter. The metal coatings unit was down in
both periods, primarily due to lower sales to the building
products market, an unfavorable sales mix shift, and lower
margins. These factors are expected to continue to affect income
comparisons for the fourth quarter. Can Machinery profits were
higher in both periods primarily due to increased sales, the
benefits of cost reduction measures instituted in late 1997; and,
for the nine months, lower warranty costs. The MEGTEC unit
operated at a profit in both 1998 periods, even after a $2.0
million first-quarter redundancy provision. In 1997, sizeable
losses were recorded in both periods. The improvements reflect
higher sales and the effectiveness of a program to streamline
operations and eliminate duplicate costs at the combined
business. Favorable comparisons are again expected in the fourth
quarter.
Operating income in the Specialty Chemicals segment
increased 17% for the nine months and 33% for the third quarter.
At the overseas unit, higher profits for the nine months reflect
significant cost reductions, improved performance at the
specialty chemicals distribution units, and profits added through
the early-1998 acquisition of an Italian distribution unit. In
addition to these factors, the third quarter benefitted from
higher TAED sales. The domestic unit registered a small decline
for the nine months and a sharp decline for the third quarter.
This unit was divested in late October. For further information
on the divestiture see the Subsequent Event section of this MD&A.
Operating income in the Other Products segment declined 16%
for the nine months and 26% for the third quarter, with
approximately half the decline in each period due to the
late-1997 divestiture of NCS. At the automotive products unit,
lower profits in both periods reflect the effects of the General
Motors strike and the start-up costs at new facilities in
Kentucky and Brazil. Profits at the men's apparel unit advanced
in both periods, primarily due to higher sales and strict cost
controls.
<PAGE>
Equity in Income (Loss) of Unconsolidated Joint Ventures
- --------------------------------------------------------
In January 1998, the Company increased its ownership in
BAICO, the larger of the airbag joint ventures, to 100%, and
operating results of this business have been consolidated since
the date of majority ownership. During the nine-month period of
1998, the Company's share of the earnings or losses of
unconsolidated joint ventures was adversely affected by a $1.3
million increase in the Company's share of losses incurred by the
Company's remaining unconsolidated airbag joint venture, BAG SpA,
and $0.6 million of equity losses recorded during the 1998 period
for ARC Propulsion's joint venture which develops composite
materials for aircraft parts. During the three-month periods of
1998 and 1997, the Company's share of losses in the
unconsolidated airbag joint venture was $0.5 million and $0.4
million, respectively. The Company's equity share of the
earnings of ACT, a joint venture which owns and operates a
ceramic coater for the application of Pratt & Whitney coatings,
was income of $1.5 million and $1.6 million in the nine-month
periods of 1998 and 1997, respectively, and $0.5 million and $0.6
million in the three-month periods of 1998 and 1997,
respectively.
Other, net
- ----------
During the nine-month period of 1998, Other, net included a
$6.7 million gain from the sale of a Gas Turbine OEM business in
the United Kingdom and a $2.0 million provision related to the
potential loss of funds advanced to a vendor engaged to implement
a freight consolidation program and charges for the amortization
of capitalized debt costs of $0.9 million. During the nine-month
period of 1997, Other, net included gains on the sale of real
estate of $2.3 million and charges for the amortization of
capitalized debt costs of $1.1 million. In both three-month
periods, Other, net included charges of $0.3 million for the
amortization of capitalized debt costs and the third quarter of
1997 included a gain on the sale of real estate of $1.0 million.
Income Tax Provision
- --------------------
At the end of each quarter, the Company separately
estimates the effective foreign and domestic tax rates expected
to be applicable for the full fiscal year. The effective tax
rates for the nine-month periods of 1998 and 1997 were based upon
estimated annual pre-tax foreign and domestic earnings excluding
the gain on the sale of Sequa Chemicals to be recorded in the
fourth quarter of 1998. The effective rates reflect
nondeductible goodwill amortization, the effect of a provision
for state income and franchise taxes and the establishment of a
valuation allowance to eliminate the tax benefit for losses of
one of the Company's French subsidiaries. The foreign and
domestic estimated annual effective tax rates were then applied
<PAGE>
Income Tax Provision (con't)
- --------------------
separately to interim foreign and domestic pre-tax earnings. The
tax provision for the third quarters of 1998 and 1997 represent
the difference between the year-to-date tax provisions recorded
as of September 30, 1998 and 1997 and the amounts reported for
the six-month periods of 1998 and 1997.
Subsequent Event
- ----------------
On October 28, 1998, the Company sold substantially all the
business and operating assets of Sequa Chemicals, Inc. ("Sequa
Chemicals"), the Company's US-based specialty chemicals unit, for
$108 million in cash subject to final cash settlement
adjustments. The cash proceeds were used to pay off all
principal amounts outstanding under the Company's revolving
credit agreement. The sale resulted in a preliminary after-tax
gain of approximately $31 million, or $3.02 per share. Sequa's
final accounting for the disposition of Sequa Chemicals is still
under review by management and will be finalized prior to the
filing of Sequa's Annual Report on Form 10-K for the year ending
December 31, 1998.
Liquidity
- ---------
In October 1998, the Company filed a shelf registration
statement with the Securities and Exchange Commission for the
issuance of up to $500 million aggregate principal amount of
senior unsecured debt securities. The Company anticipates that
the net proceeds from the sale of these securities will be used
to refinance existing public indebtedness carrying higher
interest rates and for general corporate purposes.
In addition, the Company plans to enter into a five-year
Receivables Purchase Agreement to sell up to $90 million of the
Company's trade receivables without recourse through a bank
sponsored facility.
The Company has an issue with the Internal Revenue Service
involving the 1989 restructuring of two subsidiaries. At
September 30, 1998, the potential liability associated with the
restructuring and other related tax issues, including interest
from the date of the resulting tax refund, is approximately $82
million. While management believes its tax position in this
matter is appropriate, it has taken the conservative position of
recording reserves to cover an adverse outcome. The Company has
had preliminary settlement discussions with the Internal Revenue
Service and on October 1, 1998, the Company made an initial
deposit of $24 million with the Internal Revenue Service against
the expected liability for additional tax and interest that may
<PAGE>
Liquidity (con't)
- ---------
be assessed against Sequa related to certain of these matters.
The deposit stops the running of interest with respect to the
amounts deposited. Management does not currently anticipate a
final resolution of this matter in 1998 and believes that, in the
event of an unfavorable resolution, the Company will have
sufficient resources available to make any additional negotiated
or adjudicated payment.
Management anticipates that cash flow from operations,
proceeds from the divestiture of assets, the $140.0 million of
credit available at November 12, 1998 under the revolving credit
agreement, the $90.0 million of anticipated available financing
under the Receivables Purchase Agreement, proceeds from debt
securities which may be sold under the Company's shelf
registration and the $38.2 million of cash and cash equivalents
on hand at September 30, 1998 will be sufficient to fund the
Company's operations and niche acquisitions for the foreseeable
future and to repay the remaining $138.5 million principal
balance of the Company's 9 5/8% senior unsecured notes due in
October 1999.
Backlog
- -------
The businesses of Sequa for which backlogs are significant
are the Turbine Airfoils, Caval Tool, Turbocombuster Technology
and Casting units of Gas Turbine, and the ARC Propulsion
operations of the Aerospace segment; the Can Machinery and MEGTEC
operations of the Machinery and Metal Coatings segment; and the
men's apparel unit of the Other Products segment. The aggregate
dollar amount of backlog in these segments at September 30, 1998
was $315.9 million ($387.2 million at December 31, 1997). Sales
of the men's apparel unit are seasonal, with stronger sales in
the first six months of the year; accordingly, this unit's
backlog is normally higher at December 31 than at any other time
of the year.
Environmental Matters
- ---------------------
The Company's environmental department, under senior
management direction, manages all activities related to the
Company's involvement in environmental clean-up. This department
establishes the projected range of expenditures for individual
sites with respect to which the Company may be considered a
potentially responsible party under applicable federal or state
law. These projected expenditures, which are reviewed
periodically, include: remedial investigation and feasibility
studies; outside legal, consulting and remediation project
management fees; the projected cost of remediation activities;
site closure and post-remediation monitoring costs. The
assessments take into account currently available facts, existing
<PAGE>
Environmental Matters (con't)
- ---------------------
technology, presently enacted laws, past expenditures, and other
potentially responsible parties and their probable level of
involvement. Outside technical, scientific and legal consulting
services are used to support management's assessments of costs at
significant individual sites.
It is the Company's policy to accrue environmental
remediation costs for identified sites when it is probable that a
liability has been incurred and the amount of loss can be
reasonably estimated. The potential exposure for such costs is
estimated to range from $13 million to $31 million. At September
30, 1998, the Company's balance sheet includes accruals for
remediation costs of $21.8 million. These accruals are at
undiscounted amounts and are included in accrued expenses and
other noncurrent liabilities. While the possibility of further
recovery of some of the costs from insurance companies exists,
the Company does not recognize these recoveries in its financial
statements until they are realized. Actual costs to be incurred
at identified sites in future periods may vary from the
estimates, given inherent uncertainties in evaluating
environmental exposures.
With respect to all known environmental liabilities, it is
currently estimated that the Company will spend in the range of
$9 million to $12 million during 1998 and between $6 million and
$8 million during 1999. Actual expenditures for the first nine
months of 1998 were approximately $6.9 million.
Year 2000 Computer Issue
- ------------------------
Certain of the Company's computer systems process
transactions based on storing two digits for the year of a
transaction rather than the full four digits. Such systems may
not be programmed to consider the start of a new century and will
encounter significant processing difficulties in the year 2000,
unless they are fixed or replaced. During 1997, the Company
began an internal awareness program to ensure that all its
operating units were attuned to the millennium issue, and
resources have been devoted to identify critical business
processes, to evaluate the extent of the Company's Year 2000
(Y2K) issues and to implement required remedial actions.
Many of the Company's operating units utilize purchased
software, and related software maintenance agreements provide for
upgrades which have addressed, or will address, the Y2K issue.
The Company's estimate to become Y2K compliant includes the
entire cost of new software, including software purchased
primarily for reasons other than to address the Y2K issue. The
costs of data processing personnel on staff are not included in
the estimate, but outside consultants are included. Management
<PAGE>
Year 2000 Computer Issue (con't)
- ------------------------
currently estimates that the total cost of hardware, software,
training, testing and other costs related to Y2K issues will be
approximately $25 million. To date, costs of $9.0 million have
been incurred, with $6.1 million capitalized and the balance of
approximately $2.9 million expensed. The Company anticipates
that approximately 60% of future cost will be capitalized.
Future costs will be funded from the Company's sources of funds,
as discussed in the liquidity section of this MD&A.
Sequa is a decentralized organization. Consequently,
compliance with the Y2K issue is the responsibility of individual
operating units. Corporate systems are the responsibility of the
individual staff departments. The Company's senior management,
with the assistance of an international consulting firm, is
monitoring the progress of the various units and corporate
departments.
During the third quarter of 1998, the consulting firm
reviewed the plans and activities of all non-Gas Turbine units
(in July and August), six of 27 Gas Turbine sites (in September)
and the corporate departments (in July). These reviews were
conducted with the local management teams responsible for the Y2K
project. The Gas Turbine units selected for outside review were
those believed to have the greatest exposure to the Y2K issue.
The balance of the Gas Turbine units are currently being reviewed
by Gas Turbine management using the same criteria and
methodologies as the outside consultants.
In evaluating the Company's progress related to Y2K issues,
the following five major areas were reviewed in detail:
APPLICATION SYSTEMS Broadly used business applications
which are supported by internal management information
systems (MIS) employees.
TECHNICAL INFRASTRUCTURE MIS-supported hardware and
software, including standard commercial packages on local
PCs.
END-USER COMPUTING End-user developed coding (for example,
in tools such as Microsoft Access and Microsoft Excel) plus
items purchased by end users outside of the MIS support
structure. This area was found to have no critical
applications, therefore no further reporting will be done
on it.
FACILITIES & EQUIPMENT Manufacturing equipment and
building equipment, such as HVAC and telephones, plus any
other logic-based equipment.
<PAGE>
Year 2000 Computer Issue (con't)
- ------------------------
THIRD PARTY RELATIONSHIPS Entire supply chain, including
suppliers, customers, financial institutions and necessary
regulatory agencies.
Each unit's progress in the four critical major areas was
categorized in one of four life cycles defined below:
INVENTORY & ASSESSMENT (I&A) Awareness of problem,
detailed inventory creation, evaluation of the Year 2000
status of each item, and remediation plan.
RENOVATION/REPLACEMENT (R) Any repair efforts.
TESTING & IMPLEMENTATION PROGRAM (T&I) Technical and Y2K
acceptance testing plus reintroduction into production
environment.
PRODUCTION SUPPORT (PS) Ongoing execution of the item
after repair.
Following is the assessment of each operating unit and the
corporate departments reviewed for each of the four critical
major areas. While the Y2K remediation efforts are ongoing, the
following assessments provide a snapshot at a given point in
time; they will be updated in each of the Company's future
filings. Note: In all tables in this Y2K section the X in the
Status column means that this was the life cycle stage(s) being
worked on at the time of the review. In the case of Gas Turbine,
the numbers in the status columns represent the number of the six
units reviewed which are doing work in each of the life cycle
stages. Blank spaces to the left of each X signify that these
life cycle stages were complete at the time of the review. Blank
spaces to the right of the X signify that significant work had
not yet started on these stages at the time of the review.
Status
------------------------
Applications systems I&A R T&I PS
-------------------- --- - --- --
Gas Turbine (6 units) 6 5 2
Atlantic Research X
Precoat Metals X
Can Machinery X
MEGTEC Systems X
Warwick X
Casco Products X
Men's Apparel X
Corporate X X
<PAGE>
Year 2000 Computer Issue (con't)
- ------------------------
Many of the Company's operating units and corporate
departments utilize purchased software. Significant progress in
the applications systems area is expected over the next two
quarters, as software upgrades that address the Y2K issue are
received from the vendors under ongoing maintenance agreements.
Status
------------------------
Technical infrastructure I&A R T&I PS
------------------------ --- - --- --
Gas Turbine (6 units) 6 3
Atlantic Research X
Precoat Metals X
Can Machinery X
MEGTEC Systems X
Warwick X
Casco Products X
Men's Apparel X X
Corporate X
The Company has a variety of technical infrastructures at
its units and is working with the vendors of these systems to
repair or replace system hardware and software to ensure Y2K
compliance. Based upon the recently completed review, the
Company does not believe this to be an area of high risk.
Status
------------------------
Building, facilities & equipment I&A R T&I PS
-------------------------------- --- - --- --
Gas Turbine (6 units) 6
Atlantic Research X
Precoat Metals X
Can Machinery X
MEGTEC Systems X
Warwick X
Casco Products X X X
Men's Apparel X
Corporate X
Third party relationships
- -------------------------
Except for Warwick which is in the remediation stage, all
other units and corporate are in the inventory and assessment
stage.
The Company's individual operating units have not yet
developed contingency plans to handle any disruption that may
result from the Y2K issue. The need for and extent of such plans
is being evaluated by each of the units, and plans will be
developed to the extent needed based on various factors,
<PAGE>
Year 2000 Computer Issue (con't)
- ------------------------
including: the unit's ongoing progress; the extent of significant
identified problems or unknowns; overall evaluation of risk, etc.
There can be no guarantee that the Company's effort to be Y2K
compliant will prevent a material adverse impact on its results
of operations, financial condition or cash flows. If the Company
and/or third parties upon which the Company relies are not fully
Y2K compliant, the possible consequences could include: temporary
plant closings; delays in the delivery of finished products;
delays in the receipt of key purchased materials and services;
invoice and collection errors; customers and vendor relations
problems, etc. These consequences could possibly have a material
adverse impact on the Company's results of operations, financial
condition and cash flows if the Company is unable to conduct its
business in the ordinary course. The Company believes that its
readiness program will reduce the likelihood, severity and
duration of any possible disruptions.
The Company expects that its Y2K compliance program will be
largely completed before December 31, 1999. Individual units and
corporate departments will be completing their work starting in
the first quarter of 1999.
Other Information
- -----------------
Statement of Financial Accounting Standards (SFAS) No. 131,
"Disclosures about Segments of an Enterprise and Related
Information," was issued in June 1997 and supersedes SFAS No. 14.
The new statement changes the way segment information is to be
reported in annual financial statements and requires selected
segment information to be reported in quarterly reports. In
addition to the requirement that companies disclose business
segment data based on how management makes decisions about
allocating resources to segments and measuring their performance,
SFAS No. 131 also requires entity-wide disclosures about the
products and services an entity provides, the countries in which
it holds assets and reports revenues which are material, and its
major customers. The Company must implement this new standard in
its 1998 annual report and in its quarterly reports thereafter.
The Company currently anticipates that the implementation of SFAS
No. 131 will lead to additional business segment disclosure.
SFAS No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits" was issued in February 1998. This
statement revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement
or recognition of those plans. This statement standardizes the
disclosure requirements for pensions and other postretirement
benefits, requires additional information on changes in the
benefit obligations and fair values of plan assets, and
eliminates certain disclosures. Restatement of disclosures for
<PAGE>
Other Information (con't)
- -----------------
earlier periods is required. This statement is effective for the
Company's financial statements for the year ended December 31,
1998.
In June 1998, the Financial Accounting Standards Board
issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". This statement requires companies to record
derivatives on the balance sheet as assets and liabilities,
measured at fair value. Depending on the use of a derivative and
whether it has been designated and qualifies as a hedge, gains or
losses resulting from changes in the values of those derivatives
would be recognized currently in earnings or reported as a
component of other comprehensive income. This statement is not
expected to have a material impact on the Company's consolidated
financial statements. This statement is effective for the fiscal
years beginning after June 15, 1999, with earlier adoption
encouraged. The Company will adopt this accounting standard as
required by January 1, 2000.
Forward-Looking Statements
- --------------------------
This document includes forward-looking statements made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's
current expectations, estimates and projections that are subject
to risks and uncertainties, including, but not limited to:
political, currency, regulatory, competitive and technological
developments. Consequently, actual results could differ
materially from these forward-looking statements.
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
September 30, December 31,
1998 1997
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 38,249 $ 93,743
Short-term investments 11,813 25,000
Trade receivables (less allowances of
$18,039 and $15,816) 307,531 282,602
Unbilled receivables (less allowances
of $946 and $2,073) 33,386 27,777
Inventories 267,477 246,449
Other current assets 22,637 20,272
--------- ---------
Total current assets 681,093 695,843
--------- ---------
INVESTMENTS
Net assets of discontinued operations 106,000 109,723
Other investments 26,617 24,217
--------- ---------
132,617 133,940
--------- ---------
PROPERTY, PLANT AND EQUIPMENT, NET 476,392 435,480
--------- ---------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 307,120 305,540
Deferred charges and other 18,492 20,872
--------- ---------
325,612 326,412
--------- ---------
TOTAL ASSETS $1,615,714 $1,591,675
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
(Unaudited)
September 30,December 31,
1998 1997
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 8,526 $ 24,510
Accounts payable 137,899 136,003
Taxes on income 44,376 42,370
Accrued expenses 191,348 163,845
---------- ----------
Total current liabilities 382,149 366,728
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 502,217 508,735
Deferred taxes on income 24,194 19,078
Other noncurrent liabilities 74,440 102,740
---------- ----------
600,851 630,553
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
September 30, 1998 and
December 31, 1997 (involuntary
liquidation value--$20,815 at
September 30, 1998) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,273,000 shares issued at
September 30, 1998 and 7,188,000 shares
issued at December 31, 1997 7,273 7,188
Class B common stock--no par value,
5,000,000 shares authorized,
3,727,000 shares issued at
September 30, 1998 and
December 31, 1997 3,727 3,727
Capital in excess of par value 288,390 283,339
Accumulated other comprehensive
income (loss) 2,340 (6,794)
Retained earnings 408,574 382,945
---------- ----------
711,101 671,202
Less: Cost of treasury stock 78,387 76,808
---------- ----------
Total shareholders' equity 632,714 594,394
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,615,714 $1,591,675
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Nine Months
Ended September 30,
-------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Income before income taxes $ 49,488 $ 31,129
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 66,448 64,521
Provision for losses on receivables 5,010 7,464
Equity in (income) loss of unconsolidated
joint ventures 1,102 (1,523)
Gain on sale of assets (6,481) (1,954)
Other items not providing cash (1,073) (2,596)
Changes in operating assets and liabilities,
net of businesses purchased and sold:
Receivables (9,190) (15,609)
Inventories (9,761) (13,343)
Other current assets (3,844) (1,372)
Accounts payable and accrued expenses (7,008) 32,638
Other noncurrent liabilities (8,658) (7,498)
-------- --------
Net cash provided by continuing operations
before income taxes 76,033 91,857
Net cash provided by discontinued
operations before income taxes 1,437 3,900
Income taxes paid, net (14,400) (15,160)
-------- --------
Net cash provided by operating activities 63,070 80,597
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business sold 13,901 -
Businesses purchased (32,812) (35,991)
Short-term investments 11,234 (25,000)
Purchase of property, plant and equipment (71,646) (47,741)
Sale of property, plant and equipment 11,325 6,995
Other investing activities (3,496) (693)
-------- --------
Net cash used for investing activities (71,494) (102,430)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt - 17,297
Payments of debt (51,574) (16,562)
Dividends paid (1,657) (2,288)
Proceeds from exercise of stock options 2,831 2,870
-------- --------
Net cash provided by (used for) financing
activities (50,400) 1,317
-------- --------
Effect of exchange rate changes on cash
and cash equivalents 3,330 (3,306)
-------- --------
Net decrease in cash and cash equivalents (55,494) (23,822)
Cash and cash equivalents at beginning of period 93,743 92,079
-------- --------
Cash and cash equivalents at end of period $ 38,249 $ 68,257
======== ========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
SEQUA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of Sequa Corporation
(the "Company") include the accounts of all majority-owned
subsidiaries. Investments in 20% to 50% owned joint ventures are
accounted for on the equity method. All material accounts and
transactions between the Company's consolidated subsidiaries have
been eliminated in consolidation.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
necessary to fairly present the Company's results for the interim
periods presented. Except for the $2.0 million redundancy
provision recorded by the French operation of MEGTEC during the
first quarter of 1998, such adjustments consisted of normal
recurring items. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles, have been
condensed or omitted pursuant to such rules and regulations,
although the Company 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 notes
thereto included in the Company's latest Annual Report on Form
10-K. The results of operations for the nine months ended
September 30, 1998 are not necessarily indicative of the results
to be expected for the full year.
NOTE 2 - COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income." This statement requires that
companies disclose comprehensive income, which includes net
income and other comprehensive income items previously included
within separate components of equity in the balance sheet.
Examples of other comprehensive income items include foreign
currency translation adjustments, minimum pension liability
<PAGE>
NOTE 2 - COMPREHENSIVE INCOME (con't)
adjustments and unrealized gains and losses on certain
securities. Since undistributed earnings of the Company's
foreign subsidiaries are intended to be permanently reinvested,
taxes have not been provided for foreign currency translation
adjustments.
Comprehensive income for the nine months and three months ended
September 30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $27,288 $ 12,729 $10,556 $6,649
Other comprehensive income
(loss):
Foreign currency
translation adjustments 10,404 (17,853) 9,064 (6,825)
Unrealized loss on
marketable securities,
net of tax (1,270) - (2,523) -
------- ------- ------- ------
Comprehensive income (loss) $36,422 $ (5,124) $17,097 $ (176)
======= ======== ======= ======
</TABLE>
NOTE 3 - EARNINGS PER SHARE
The Company implemented SFAS No. 128, "Earnings per Share,"
in the fourth quarter of 1997; accordingly, the earnings per
share amounts for all periods presented have been calculated in
accordance with the new standard.
Basic earnings per share (EPS) in 1998 and 1997 have been
computed by dividing the net earnings, after deducting dividends
on cumulative convertible preferred stock, by the weighted
average number of common shares outstanding during the year.
These computations were based on 10,239,000 and 10,340,000 shares
for the nine- and three month-periods in 1998, respectively, and
9,956,000 and 9,984,000 shares for the nine- and three-month
periods in 1997, respectively.
The computation of diluted EPS is the same as the basic EPS
calculation except that the denominator was increased by 8,000
and 7,000 shares in the nine- and three-month periods of 1998,
respectively, and 31,000 and 39,000 shares in the nine- and
three- month periods of 1997, respectively, for the dilutive
effect of stock options calculated using the treasury stock
method. Each share of the Company's preferred stock is
<PAGE>
NOTE 3 - EARNINGS PER SHARE (con't)
convertible into 1.322 shares of common stock; however,
conversion of such shares is antidilutive in all periods
presented when the preferred stock dividends are added back to
the income available to common stock.
NOTE 4 - INVENTORIES
The inventory amounts at September 30, 1998 and December 31,
1997 were as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Finished Goods $ 73,062 $ 68,570
Work in process 89,115 89,442
Raw materials 112,952 89,579
Long-term contract costs 6,851 11,599
Customer Deposits (14,503) (12,741)
-------- --------
$267,477 $246,449
======== ========
</TABLE>
NOTE 5 - SUBSEQUENT EVENT
On October 28, 1998, the Company sold substantially all the
business and operating assets of Sequa Chemicals, Inc. ("Sequa
Chemicals"), the Company's US-based specialty chemicals unit, for
$108,000,000 in cash subject to final cash settlement
adjustments. The cash proceeds were used to pay off all
principal amounts outstanding under the Company's revolving
credit agreement. The sale resulted in a preliminary after-tax
gain of approximately $31 million, or $3.02 per share. Sequa's
final accounting for the disposition of Sequa Chemicals is still
under review by management and will be finalized prior to the
filing of Sequa's Annual Report on Form 10-K for the year ending
December 31, 1998.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1 - LEGAL PROCEEDINGS
-----------------
The Company is involved in a number of claims, lawsuits and
proceedings (environmental and otherwise) which arose in the
ordinary course of business. Other litigation is pending against
the Company involving allegations that are not routine and
include, in certain cases, compensatory and punitive damage
claims. Included in this other class of litigation is an action
commenced on July 11, 1995 by United Technologies Corporation
(UTC), through its Pratt & Whitney division against Chromalloy
Gas Turbine Corporation (Chromalloy) in the United States
District Court for the District of Delaware. For a complete
description of this litigation, see the Company's Report on Form
10-K for the year ended December 31, 1997, Reports on Form 10-Q
for the quarters ended March 31, 1998 and June 30, 1998 and its
Report on Form 8-K, filed on September 10, 1998, all of which are
incorporated herein by reference.
On August 14, 1998, the Court issued a Memorandum Opinion
and Order with respect to the issues tried in December, 1997 on
Chromalloy's counterclaim for certain breaches of the parties'
1985 Repair Agreement. The Court ordered United Technologies to
"fulfill its obligations under the February 4, 1985 Repair
Process Agreement with Chromalloy Gas Turbine Corporation" and to
provide Chromalloy with the data and parts required to develop
and perform Pratt-approved repairs for the newest models of the
major jet engine series manufactured by Pratt & Whitney. The
Court ordered UTC to provide Chromalloy with updated technical
data on an ongoing basis and to evaluate and grant repair
approvals to Chromalloy to repair components for the most
advanced models of several Pratt & Whitney engine families,
including the 4000 series, the PW 2000 series, and the V2500
series. The Court's 55-page opinion identified eight separate
contract breaches by UTC and granted Chromalloy all the relief it
had requested with regard to Pratt's failure to provide repair
approvals. Chromalloy did not seek monetary damages on this
claim. The Court also held that UTC had violated the Repair
Agreement by failing to notify Chromalloy of the more favorable
licensing terms, including lower royalty rates that Pratt &
Whitney negotiated with other component repair suppliers and to
give Chromalloy the opportunity to accept the same terms. The
monetary damages and other remedies being sought by Chromalloy on
that claim will be tried at a later time.
Since this decision, the Court has granted UTC's motion
asking the court to rule that this judgment is final and,
therefore, immediately appealable. UTC has filed a Notice of
Appeal to the United States Court of Appeals for the Federal
Circuit. UTC also has sought a stay of the August 14, 1998 Order
from the federal district court. If the district court denies
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
that stay application (and the Court has indicated it is inclined
to do so), UTC has said it will seek a stay of the Order from the
Court of Appeals for the Federal Circuit.
Additional claims by both UTC and Chromalloy were scheduled
for trials in November, 1998 and March, 1999. As part of the
settlement discussed below concerning the patent infringement
case brought by Chromalloy, the parties agreed to resolve all of
these remaining claims, except for Chromalloy's claim relating to
the appropriate royalty rate for a specific repair process and
Chromalloy's claims for equitable relief and monetary damages for
UTC's breach of the Repair Agreement by failing to notify
Chromalloy of the more favorable licensing terms, including lower
royalty rates (discussed above). The parties currently are
finalizing the settlement documents. The settlement does not
affect the issues tried during the 5-day bench trial in July on
Chromalloy's claim for equitable relief under one of the parties'
licensing agreements. It would be premature at this stage for
management to make an evaluation of the likely outcome of
Chromalloy's remaining claims or UTC's appeal.
On August 29, 1995, Chromalloy filed suit against UTC in the
131st District Court of Bexar County, Texas (see previous filings
listed above for a complete discussion of this suit). On October
14, 1998 the Fourth Court of Appeals issued its decision refusing
to overturn the trial court's denial of Chromalloy's request for
injunctive relief. Although the Court of Appeals acknowledged
the October, 1996 jury finding that Pratt & Whitney "willfully"
or "flagrantly" attempted to monopolize the market, causing harm
to Chromalloy, the Court held that, under the record presented on
appeal, "the trial court was not required, as a matter of law, to
conclude that ongoing, illegal conduct threatened Chromalloy with
injury." Therefore, the Court found that the trial court's
denial of Chromalloy's request for injunctive relief was not an
abuse of discretion. Chromalloy disagrees with the decision and
has received an extension of time in which to file a motion for
reconsideration, both to the three-judge panel that decided the
case and also to the entire Court of Appeals for en banc
-- ----
consideration.
On October 17, 1996, Chromalloy filed suit against UTC in
the United States District Court for the District of Delaware
(see previous filings listed above for a complete discussion of
this suit). The Court initially set the trial date for September
3, 1998 and (on UTC's motion) moved the trial date to October 13,
1998. Prior to trial, the parties agreed to resolve all of
Chromalloy's claims and UTC's counterclaims, and the parties are
currently in the process of finalizing the settlement documents.
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
Chromalloy's divisions compete for turbine engine repair
business with a number of other companies, including the original
equipment manufacturers (OEMs). Such OEMs generally have
obligations (contractual and otherwise) to approve vendors to
manufacture components for their engines and/or perform repair
services on their engines and components. Chromalloy has a
number of such approvals, including licensing agreements, which
allow it to manufacture and repair certain components of flight
engines. The loss of a major OEM's approval to manufacture or
repair components for such OEM's engines could have an adverse
effect on Chromalloy, although management believes it has certain
actions available to it to mitigate the adverse effect.
The ultimate legal and financial liability of the Company in
respect to all claims, lawsuits and proceedings referred to above
cannot be estimated with any certainty. However, in the opinion
of management, based on its examination of such matters, its
experience to date and discussions with counsel, the ultimate
outcome of these contingencies, net of liabilities already
accrued in the Company's Consolidated Balance Sheet, is not
expected to have a material adverse effect on the Company's
consolidated financial position, although the resolution in any
reporting period of one or more of these matters could have a
significant impact on the Company's results of operations for
that period.
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) Exhibits
11.1 Schedule showing calculations of Basic and
Diluted Earnings Per Share for the nine- and
three-month periods ended September 30, 1998
and 1997
27.1 Financial Data Schedule, filed herewith.
(B) Reports on Form 8-K
A report on Form 8-K was filed on September 10, 1998
to update information with respect to the Company's
litigation with United Technologies Corporation.
<PAGE>
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.
SEQUA CORPORATION
BY:/S/ WILLIAM P. KSIAZEK
-----------------------------
William P. Ksiazek
Vice President and Controller
November 16, 1998
<PAGE>
<TABLE>
Exhibit 11.1
SEQUA CORPORATION & SUBSIDIARIES
COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE
For the Nine Months Ended September 30,
(Amounts in thousands, except per share data)
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
BASIC
- -----
Earnings
Net income $27,288 $12,729
Preferred dividends (1,657) (2,288)
------- -------
Net income available to common
shareholders $25,631 $10,441
======= =======
Shares
Weighted average common shares
outstanding 10,239 9,956
======= =======
Basic earnings per share $ 2.50 $ 1.05
======= =======
DILUTED *
- -------
Earnings
Net income $27,288 $12,729
Preferred dividends (1,657) (2,288)
------- --------
Net income available to common
shareholders $25,631 $10,441
======= =======
Shares
Weighted average common shares
outstanding 10,239 9,956
Stock options, with a dilutive effect 8 31
------- -------
Adjusted weighted average common
shares outstanding 10,247 9,987
======= =======
Diluted earnings per share $ 2.50 $ 1.05
======= =======
<FN>
* The conversion of the Company's preferred stock is
antidilutive in all periods presented when the preferred stock
dividends are added back to income available to common
shareholders.
</TABLE>
<PAGE>
<TABLE>
Exhibit 11.1
SEQUA CORPORATION & SUBSIDIARIES
COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE
For the Three Months Ended September 30,
(Amounts in thousands, except per share data)
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
BASIC
- -----
Earnings
Net income $10,556 $ 6,649
Preferred dividends (516) (763)
------- -------
Net income available to common
shareholders $10,040 $ 5,886
======= =======
Shares
Weighted average common shares
outstanding 10,340 9,984
======= =======
Basic earnings per share $ .97 $ .59
======= =======
DILUTED *
- -------
Earnings
Net income $10,556 $ 6,649
Preferred dividends (516) (763)
------- --------
Net income available to common
shareholders $10,040 $ 5,886
======= =======
Shares
Weighted average common shares
outstanding 10,340 9,984
Stock options, with a dilutive effect 7 39
------- -------
Adjusted weighted average common
shares outstanding 10,347 10,023
======= =======
Diluted earnings per share $ .97 $ .59
======= =======
<FN>
* The conversion of the Company's preferred stock is
antidilutive in all periods presented when the preferred stock
dividends are added back to income available to common
shareholders.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 38,249
<SECURITIES> 11,813
<RECEIVABLES> 359,902
<ALLOWANCES> 18,985
<INVENTORY> 267,477
<CURRENT-ASSETS> 681,093
<PP&E> 1,134,429
<DEPRECIATION> 658,037
<TOTAL-ASSETS> 1,615,714
<CURRENT-LIABILITIES> 382,149
<BONDS> 502,217
0
797
<COMMON> 11,000
<OTHER-SE> 620,917
<TOTAL-LIABILITY-AND-EQUITY> 1,615,714
<SALES> 1,356,473
<TOTAL-REVENUES> 1,356,473
<CGS> 1,082,976
<TOTAL-COSTS> 1,273,933
<OTHER-EXPENSES> (6,236)
<LOSS-PROVISION> 5,010
<INTEREST-EXPENSE> 39,288
<INCOME-PRETAX> 49,488
<INCOME-TAX> 22,200
<INCOME-CONTINUING> 27,288
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,288
<EPS-PRIMARY> 2.50
<EPS-DILUTED> 2.50
</TABLE>
