SUPERIOR INDUSTRIES INTERNATIONAL INC
10-Q, 1998-11-09
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

- --------------------------------------------------------------------------------


                                    FORM 10-Q

     [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 1-6615


                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 CALIFORNIA                         95-2594729
        (STATE OR OTHER JURISDICTION             (I.R.S. EMPLOYER
     OF INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)


           7800 WOODLEY AVENUE
          VAN NUYS, CALIFORNIA                         91406
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                                 (818) 781-4973
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
  REQUIRED TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
    OF 1934 DURING THE PRECEDING 12 MONTHS 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 LAST PRACTICABLE DATE.


 CLASS OF COMMON STOCK                     OUTSTANDING AT OCTOBER 30, 1998
 ---------------------                     -------------------------------   
     $.50 PAR VALUE                                  27,373,786


<PAGE>   2
                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                               REPORT ON FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                           Page
                                                                                         ---------
<S>                                                                                      <C>

Cover Page......................................................................             1

Table of Contents...............................................................             2

Part I - Financial Information

   Item 1 - Financial Statements

      Consolidated Condensed Statements of Income ..............................             3

      Consolidated Condensed Statements of Comprehensive Income ................             4

      Consolidated Condensed Balance Sheets.....................................             5

      Consolidated Condensed Statements of Cash Flows...........................             6

      Consolidated Condensed Statements of Shareholders' Equity.................             7

      Notes to Consolidated Condensed Financial Statements......................             8

   Item 2 - Management's Discussion and Analysis of Financial Condition and
                 Results of Operations..........................................            12

Part II - Other Information

Signatures......................................................................            15
</TABLE>

Exhibit 27 - Financial Data Schedule






                                       2

<PAGE>   3


                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                         PART I - FINANCIAL INFORMATION

                         ITEM 1. - FINANCIAL STATEMENTS

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                                   (Unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>



                                                            Three Months Ended                        Nine Months Ended
                                                              September 30,                              September 30,
                                                     ---------------------------------       ------------------------------------
                                                          1998              1997                  1998                1997
                                                     ---------------   ---------------       ----------------    ----------------
<S>                                                  <C>                <C>                  <C>                 <C>  

Net Sales.........................................         $112,245          $130,243               $386,746            $398,226
Cost of Sales.....................................           95,694           105,699                321,937             322,579
                                                     ---------------   ---------------       ----------------    ----------------

Gross Profit......................................           16,551            24,544                 64,809              75,647


Selling, General and Administrative Expenses......            4,268             5,020                 14,937              15,064
                                                     ---------------   ---------------       ----------------    ----------------

Income From Operations............................           12,283            19,524                 49,872              60,583

Non-Operating Income / Expense:
   Interest income, net...........................            1,062               675                  3,009               1,380
   Miscellaneous expense, net.....................            1,489               105                  2,268                 109
                                                     ---------------   ---------------       ----------------    ----------------
                                                               (427)              570                    741               1,271

Income Before Provision for Income Taxes..........           11,856            20,094                 50,613              61,854

Provision for Income Taxes........................            4,179             6,975                 17,841              22,113
                                                     ---------------   ---------------       ----------------    ----------------

Net Income........................................           $7,677           $13,119                $32,772             $39,741
                                                     ===============   ===============       ================    ================

Earnings Per Share - Basic........................            $0.28             $0.47                  $1.18               $1.41
                                                     ===============   ===============       ================    ================

Earnings Per Share - Diluted......................            $0.28             $0.47                  $1.17               $1.41
                                                     ===============   ===============       ================    ================

Dividends Declared Per Share......................            $0.08             $0.07                  $0.23               $0.20
                                                     ===============   ===============       ================    ================
</TABLE>




See accompanying Notes to Consolidated Condensed Financial Statements




                                        3
<PAGE>   4


                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

            CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

                                   (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>


                                                      Three Months Ended                 Nine Months Ended
                                                        September 30,                      September 30,
                                                 ----------------------------       ----------------------------
                                                    1998             1997               1998             1997
                                                 -----------     ------------       -----------     ------------
<S>                                              <C>                <C>             <C>             <C>

Net Income....................................      $ 7,677        $ 13,119            $ 32,772       $ 39,741

Other Comprehensive Income, net of tax:

   Foreign Currency Translation Adjustments...       (1,596)            272              (2,626)           220

   Unrealized Loss on Marketable Securities...            -             175                   -            342
                                                ------------     -----------        ------------    -----------

Total Other Comprehensive Income..............       (1,596)            447              (2,626)           562


Comprehensive Income..........................      $ 6,081        $ 13,566            $ 30,146       $ 40,303

                                                ============     ===========        ============    ===========

</TABLE>


See accompanying Notes to Consolidated Condensed Financial Statements




                                       4

<PAGE>   5


                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                     CONSOLIDATED CONDENSED BALANCE SHEETS
                    (Dollars in thousands, except par value)

<TABLE>
<CAPTION>



                                                                               September 30                  December 31
                                        ASSETS                                     1998                          1997
                                                                            --------------------         ---------------------
                                                                                (Unaudited)
<S>                                                                         <C>                          <C>

Current Assets:
   Cash and cash equivalents...........................................                $ 76,963                      $ 73,693
   Accounts receivable, net............................................                  79,770                        78,543
   Inventories.........................................................                  43,538                        42,387
   Other current assets................................................                   6,743                         5,223
                                                                            --------------------         ---------------------
         Total current assets..........................................                 207,014                       199,846

Property, plant and equipment, net.....................................                 149,040                       147,989
Other long-term assets.................................................                  36,370                        34,844
                                                                            --------------------         ---------------------

Total Assets...........................................................               $ 392,424                     $ 382,679
                                                                            ====================         =====================





                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable....................................................                $ 35,028                      $ 34,251
   Accrued liabilities.................................................                  32,365                        30,575
   Current portion of long-term debt...................................                     589                           589
                                                                            --------------------         ---------------------
         Total current liabilities.....................................                  67,982                        65,415

Long-term Debt.........................................................                   1,129                         1,344
Other Long-term Liabilities............................................                  15,666                        16,377
Deferred Income Taxes..................................................                  10,527                        12,127
Shareholders' Equity
   Preferred stock, par value $25.00,
      1,000,000 shares authorized, none issued.........................                       -                             -
   Common stock, par value $.50,
      100,000,000 shares authorized....................................                   9,184                        23,257
   Accumulated other comprehensive income..............................                 (16,782)                      (14,156)
   Retained earnings...................................................                 304,718                       278,315
                                                                            --------------------         ---------------------
         Total shareholders' equity....................................                 297,120                       287,416

Total Liabilities and Shareholders' Equity.............................               $ 392,424                     $ 382,679
                                                                            ====================         =====================

</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements





                                       5

<PAGE>   6

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                              September 30,
                                                                -------------------------------------------
                                                                      1998                      1997
                                                                -----------------         -----------------
<S>                                                             <C>                       <C>  
Net Cash Provided by Operating Activities..................             $ 47,942                   $ 44,607
                                                            
Cash Flows from Financing Activities:                       

   Repurchases of common stock.............................              (17,154)                  (12,780)
   Cash dividends paid.....................................               (6,132)                   (5,375)
   Payments of long-term debt..............................                 (215)                     (177)
   Stock options exercised.................................                3,081                     1,087
                                                                -----------------         -----------------

      Net Cash Used in Financing Activities................              (20,420)                  (17,245)
                                                                -----------------         -----------------
                                                            
Cash Flows from Investing Activities:                       

   Additions to property, plant and equipment..............              (19,666)                   (9,623)
   Investment in and advances to joint ventures............               (4,705)                   (5,047)
   Proceeds from sale of property, plant and equipment.....                  119                       129
                                                                -----------------         -----------------
                                                            
      Net Cash Used in Investing Activities................              (24,252)                  (14,541)
                                                                -----------------         -----------------
                                                            
Net Increase in Cash and Cash Equivalents..................                3,270                    12,821
                                                            
Cash and Cash Equivalents at Beginning of Period...........               73,693                    36,815
                                                                -----------------         -----------------

                                                            
Cash and Cash Equivalents at End of Period.................             $ 76,963                  $ 49,636
                                                                =================         =================
</TABLE>




See accompanying Notes to Consolidated Condensed Financial Statements





                                       6

<PAGE>   7


                            SUPERIOR INDUSTRIES, INC.

            CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

                                   (Unaudited)
                    (Dollars in thousand, except share data)

<TABLE>
<CAPTION>

                                                                                                                              
                                       Common Stock                                    Accumulated     
                               -----------------------------         Additional          Other
                                Number of                             Paid-In         Comprehensive     Retained
                                 Shares              Amount           Capital           Income          Earnings      Total
                                --------------    -------------     ------------     ------------     ----------   ----------
<S>                             <C>                   <C>              <C>             <C>            <C>           <C>
                   
Balances at                   
       December 31, 1997         27,902,387         $ 13,951          $ 9,306         $(14,156)      $278,315       $287,416

Net  income                           -                  -                -                -           32,772         32,772

Foreign currency
       translation                    -                  -                -             (2,626)           -           (2,626)

Cash dividends declared
       ($.23/share)                   -                  -                -                -           (6,369)        (6,369)

Repurchases of
       common stock                (656,000)            (328)         (16,826)             -               -         (17,154)

Stock options
       exercised                    155,166               78            2,481              -               -           2,559

Stock option
       tax benefit                    -                  -                522              -               -             522
                               --------------    -------------     ------------     ------------     ----------   ----------

Balances at
       September 30, 1998        27,401,553         $ 13,701          $(4,517)        $(16,782)      $304,718       $297,120
                               ==============    =============     ============     ============     ==========   ==========


</TABLE>



See accompanying Notes to Consolidated Condensed Financial Statements




                                       7
<PAGE>   8

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.    Presentation of Consolidated Condensed Financial Statements

     During interim periods, Superior Industries International, Inc. and its
     subsidiaries (the "Company") follow the accounting policies set forth in
     its Annual Report to Shareholders and apply appropriate interim financial
     reporting standards, as indicated below. Users of financial information
     produced for interim periods are encouraged to refer to the notes contained
     in the 1997 Annual Report to Shareholders when reviewing interim financial
     results.

     Interim financial reporting standards require management to make estimates
     that are based on assumptions regarding the outcome of future events and
     circumstances not known at the present time, including the use of estimated
     effective tax rates. Inevitably, some assumptions may not materialize and
     unanticipated events and circumstances may occur which vary from those
     estimates and such variations may significantly affect the Company's future
     results.

     In the opinion of management, the accompanying unaudited consolidated
     condensed financial statements of the Company have been prepared in
     accordance with the Securities and Exchange Commission's requirements of
     Form 10-Q and contain all adjustments, of a normal and recurring nature,
     which are necessary for a fair presentation of i) the consolidated
     condensed statements of income for the three and nine months ended
     September 30, 1998 and 1997, ii) the consolidated condensed statements of
     comprehensive income for the three and nine months ended September 30, 1998
     and 1997, iii) the consolidated condensed balance sheets at September 30,
     1998 and December 31, 1997, iv) the consolidated condensed statements of
     cash flows for the nine months ended September 30, 1998 and 1997, and v)
     the consolidated condensed statements of shareholders' equity at September
     30, 1998 and December 31, 1997.


2.    Accounting Matters

     EARNINGS PER SHARE - In March 1997, the Financial Accounting Standards
     Board issued Statement of Financial Accounting Standards No. 128, "Earnings
     Per Share". This Statement was effective for all periods ending after
     December 15, 1997 and required retroactive restatement of all periods being
     presented. Accordingly, "basic" earnings per share is calculated by
     dividing net income by the weighted average shares outstanding for the
     period, or 27,598,000 and 27,995,000 for the three month periods ended
     September 30, 1998 and 1997 and 27,775,000 and 28,127,000 for the nine
     month periods ended September 30, 1998 and 1997, respectively. For purposes
     of calculating "diluted" earnings per share, net income is divided by the
     total of the weighted averaged shares outstanding plus the dilutive effect
     of the Company's outstanding stock options ("common stock equivalents"), or
     27,670,000 and 28,196,000 for the three month periods ended September 30,
     1998 and 1997, and 27,933,000 and 28,277,000 for the nine month periods
     ended September 30, 1998 and 1997, respectively.



                                      8

<PAGE>   9

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                   (UNAUDITED)



     COMPREHENSIVE INCOME - In June 1997, the Financial Accounting Standards
     Board issued Statement of Financial Accounting Standards No. 130,
     "Reporting Comprehensive Income". This Statement, which is effective for
     all reporting periods beginning in 1998, requires the prominent disclosure
     of all components of Comprehensive Income, as defined - see the
     Consolidated Condensed Statements of Comprehensive Income and Shareholders'
     Equity. Accumulated Other Comprehensive Income as reflected in the
     Statement of Shareholders' Equity represents the cumulative foreign
     currency translation adjustments through December 31, 1997 and September
     30, 1998.

     SEGMENT REPORTING - In June 1997, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards No. 131, "Disclosures
     about Segments of an Enterprise and Related Information". This Statement,
     which is effective for all reporting periods beginning in 1998, redefines
     the way publicly held companies report information about segments. Based
     upon the Company's assessment of this pronouncement, it has determined that
     the Company will continue to report on an integrated one segment basis.

     EMPLOYERS' DISCLOSURES ABOUT PENSIONS - Adoption of Financial Accounting
     Standard No. 132, "Employers' Disclosures about Pensions and Other
     Postretirement Benefits", issued by the Financial Accounting Standards
     Board in February, 1998 and effective for financial periods ending after
     December 15, 1998, will be fully disclosed in the December 31, 1998 Annual
     Report to Shareholders.


3.    Accounts Receivable

     The following is a summary of the Company's consolidated accounts 
     receivable:
     
     (Thousands of dollars)

<TABLE>
<CAPTION>

                                                                September 30,           December 31
                                                                    1998                    1997
                                                              ----------------        ---------------
<S>                                                           <C>                     <C>
    Accounts Receivable:
         Trade                                                   $ 71,733                 $ 64,251
         Other                                                      9,022                   15,477
                                                                 --------                 --------
                                                                   80,755                   79,728
         Allowance for doubtful accounts                             (985)                  (1,185)
                                                                 --------                 --------
                                                                 $ 79,770                 $ 78,543

</TABLE>




                                       9



<PAGE>   10

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                   (UNAUDITED)



4.    Inventories

     The following is a summary of the Company's consolidated inventories:
     (Thousands of dollars)

<TABLE>
<CAPTION>

                                                                 September 30,            December 31
                                                                    1998                      1997
                                                              ------------------        ----------------
<S>                                                           <C>                       <C>

     Raw materials                                                $ 13,325                 $ 14,039
     Work in process                                                11,659                   12,642
     Finished goods                                                 18,554                   15,706
                                                                  --------                 --------
                                                                  $ 43,538                 $ 42,387
</TABLE>



5.    Property, Plant and Equipment

     Property, plant and equipment, net consists of the following:
     (Thousands of dollars)

<TABLE>
<CAPTION>

                                                                 September 30,            December 31
                                                                    1998                      1997
                                                              ------------------        ----------------
<S>                                                           <C>                       <C>

     Property, plant and equipment at cost                       $ 349,296                 $ 331,279
     Less: accumulated depreciation                               (200,256)                 (183,290)
                                                                 ---------                 ---------
                                                                 $ 149,040                 $ 147,989
</TABLE>


     The Company's depreciation expense was $5.7 million and $6.6 million for
     the three month periods ended September 30, 1998 and 1997 and $18.5 million
     and $19.9 million for the nine month periods ended September 30, 1998 and
     1997, respectively.


6.    Contingencies

     The Company is party to various legal and environmental proceedings
     incidental to its business. Certain claims, suits and complaints arising in
     the ordinary course of business have been filed or are pending against the
     Company. Based on facts now known to the Company, management believes all
     such matters are adequately provided for, covered by insurance or, if not
     so covered or provided for, are without merit, or involve such amounts that
     would not materially adversely affect the consolidated results of
     operations and cash flows or financial position of the Company.




                                     10


<PAGE>   11

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                                   (UNAUDITED)



8.    Forward Looking Statements

     Some statements included in this filing which are not historical in nature
     are forward looking statements within the meaning of the Private Securities
     Legislation Act of 1995. Forward looking statements regarding the Company's
     future performance and financial results are subject to certain risks and
     uncertainties that could cause actual results to differ materially from
     those set forth in the forward looking statements due to a variety of
     factors. Factors that may impact such forward looking statements include,
     among others, changes in the condition of the industry, changes in general
     economic conditions and the success of the Company's strategic and
     operating plans.




  

                                     11



<PAGE>   12

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

The Company's results of operations for the third quarter and year-to-date
period ended September 30, 1998, continued to be affected significantly by the
United Auto Worker's (UAW) strike against General Motors (GM), one of the
Company's major customers. The work stoppage reduced shipments of the Company's
aluminum road wheels to GM. This was the principal reason for the decline of
$18.0 million, or 13.8%, in consolidated net sales for the quarter to $112.2
million from $130.2 million in the same period a year ago. Consolidated net
sales for the nine months ended September 30, 1998 were $386.7 million compared
to $398.2 million a year ago, a decrease of $11.5 million, or 2.9%.

OEM net sales were $104.0 million for the quarter ended September 30, 1998
compared to $121.7 million for the same period in 1997, a decrease of $17.7
million, or 14.5%. OEM unit shipments decreased 13.2% for the quarter, excluding
chrome-plated units, which increased approximately 27.5% over a year ago. During
this same period, production by Ford and GM of passenger cars and light trucks
in North America, the principal market served by the Company, decreased by 11%
and 18%, respectively. This indicates a continued market share increase usage of
aluminum wheels. On a year-to-date basis, OEM net sales were $359.4 million,
down $12.3 million, or 3.3%, from $371.7 million a year ago. OEM unit shipments
during the same period were down 4.7%. Chrome plating sales were up $0.6
million, or 11%, for the quarter ended September 30, 1998 and up $6.4 million,
or 39%, for the nine months then ended.

Net sales of the Company's automotive aftermarket products were $8.2 million for
the quarter ended September 30, 1998 compared to $8.5 million for the same
period in 1997, a decrease of $0.3 million in aftermarket road wheels accounted
for the decline. On a year-to-date basis, net sales of automobile aftermarket
products increased $0.8 million, or 3.0%, to $27.3 million from $26.5 million a
year ago.

Gross margin for the quarter decreased to 14.7% from 18.8% for the same period a
year ago, due principally to strike related production inefficiencies, caused by
two plant closures and subsequent start up. For the nine month period ended
September 30, 1998, the gross margin decreased to 16.8% from 19.0% in 1997, as
the impact of the strike in the second and third quarter offset the slight gain
in the gross margin achieved in the first quarter of 1998.

Selling, general and administrative expenses for the third quarter of 1998 were
$4.3 million, or 3.8% of sales in 1998 compared to $5.0 million, or 3.9% in
1997, a decrease of $0.7 million or 15.0%. This expense reduction was primarily
due to lower selling expenses on the reduced sales volume and lower compensation
costs. For the nine months ended September 30,1998, these expenses were 3.9% of
sales compared to 3.8% in the same period a year ago.



  
                                     12


<PAGE>   13

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Interest income for the third quarter increased to $1.1 million from $0.8
million a year ago, as cash available for investing during the period increased
by approximately $32.5 million. For the nine months ended September 30, 1998,
interest income was $3.1 million compared to $1.8 million in 1997, again due to
an increase in cash available for investing.

Interest expense was $41,000 for the third quarter of 1998 compared to $148,000
a year ago and $123,000 for the nine months ended September 30, 1998, versus
$431,000 in the same period a year ago. The principal reason for the decreased
interest expense was the payment in late 1997 of the final $3.3 million
installment on the Company's Senior Notes. Miscellaneous expense for 1998
includes pre-tax equity losses of $1,200,000 in the third quarter and $1,950,000
for the nine month period, related to the Company's start up of the fifty
percent owned joint venture operation in Hungary.

YEAR 2000 COMPLIANCE

The Company has initiated a company-wide program to identify and address issues
associated with the ability of its date-sensitive business and information
systems, as well as manufacturing and other equipment and processes to properly
recognize the year 2000. This was done in order to avoid interruption of the
operation of these systems as a result of the century change on January 1, 2000.
The program is also designed to assess the impact on the Company of the
readiness of other entities with which the Company does business.

The Year 2000 program is being conducted by a management team led by a project
manager reporting directly to the Vice President of Operations. This team is
coordinating the efforts of internal resources as well as third party customers
and vendors in identifying the various systems, processes and types of equipment
requiring analysis and, potentially, remediation. The program includes systems,
processes and equipment in all of the Company's domestic and international
locations. The program also includes formal communications with "mission
critical" suppliers for each of the Company's manufacturing locations.

As of this writing, a detailed inventory by location of all systems, processes
and types of equipment has been completed. The Company's integrated business and
information systems have been fully tested and are now Year 2000 compliant.
Currently, 96% of the Company's mission critical suppliers have responded as
being Year 2000 compliant. A plan to test mission critical equipment and
software has been developed to ensure that they are in fact compliant.
Reiterative testing will continue through 1999 on all systems, processes and
equipment to ensure continued compliance. Additionally, in conjunction with a
group of our key customers, who are continually monitoring and rating our
progress with this program, the Company will develop contingency plans for all 
mission critical processes by the end of the second quarter of 1999.





                                       13




<PAGE>   14

                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


The Company currently anticipates that the mission critical systems that it
controls in its domestic and international operations will be Year 2000
compliant by January 1, 2000. However, no assurance can be given that unforeseen
circumstances will not arise during the completion of this program, which would
adversely affect the Year 2000 compliance of the Company's systems. As a result,
the Company is unable to determine the impact that any system interruption would
have on its results of operations, financial position or cash flows. The Company
does believe, however, that there will be no significant expenditures associated
with the Year 2000 compliance program.



LIQUIDITY AND CAPITAL RESOURCES


Net cash provided by operating activities was $47.9 million for the nine months
ended September 30, 1998, compared to $44.6 million for the same period a year
ago. The decrease in net income for the nine months ended September 30, 1998
versus the same period a year ago, was more than offset by the reduced funding
requirements for working capital. The principal financing activities of the
Company during the nine months ended September 30, 1998 were to repurchase
656,000 shares of the Company's common stock for $17.2 million, pursuant to a
2.0 million share repurchase plan authorized in the fourth quarter of 1997, and
to pay cash dividends totaling $6.1 million on the Company's common stock.
Similar financing activities during the same period a year ago were for $12.8
million to repurchase common stock and $5.4 million to pay cash dividends. These
expenditures were partially offset by proceeds of $3.1 million in 1998 and $1.1
million in 1997 from the exercise of the Company's stock options.

Investing activities during the nine month period ended September 30, 1998
included funding $19.7 million of capital expenditures for modernization of the
Company's plants, including $7.8 million related to the Chihuahua, Mexico
facility expansion, and $4.7 million of additional investments in and advances
to the Company's joint ventures. Similar investment activities during the same
period a year ago were for $9.6 million of capital expenditures and $5.0 million
for advances to joint ventures.

Working capital and current ratio were $139.0 million and 3.1:1 versus $134.4
million and 3.1:1 at September 30, 1998 and December 31, 1997, respectively, and
$116.6 million and 2.7:1, respectively, at September 30, 1997. Cash and
short-term investments as of September 30, 1998 were $77.0 million compared to
$73.7 million at December 31, 1997 and $49.6 million a year ago. The Company's
current cash position is forecasted to be sufficient to fund working capital and
capital investment requirements (approximately $40.0 million) for the full year
1998.


 

                                     14

<PAGE>   15
                     SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                           PART II - OTHER INFORMATION



                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)    Exhibits:
         Exhibit 27      - Financial Data Schedule

b)    Reports on Form 8-K - There were no reports on Form 8-K filed during the 
      three months ended September 30, 1998.











                                   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.


SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Registrant)


Date     11/10/98           /s/ LOUIS L. BORICK
         --------           -------------------------------------------
                                          Louis L. Borick
                               President and Chairman of the Board



Date     11/10/98          /s/ R. JEFFREY ORNSTEIN
         --------          -------------------------------------------- 
                                      R. Jeffrey Ornstein
                                     Vice President and CFO




                                       15




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED, CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                          76,963
<SECURITIES>                                         0
<RECEIVABLES>                                   79,770<F1>
<ALLOWANCES>                                         0<F1>
<INVENTORY>                                     43,538
<CURRENT-ASSETS>                               207,014
<PP&E>                                         349,296
<DEPRECIATION>                               (200,256)
<TOTAL-ASSETS>                                 392,424
<CURRENT-LIABILITIES>                           67,982
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,184<F2>
<OTHER-SE>                                     287,936
<TOTAL-LIABILITY-AND-EQUITY>                   392,424
<SALES>                                        386,746
<TOTAL-REVENUES>                               386,746
<CGS>                                          321,937
<TOTAL-COSTS>                                  336,874
<OTHER-EXPENSES>                                 2,268
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             (3,009)
<INCOME-PRETAX>                                 50,613
<INCOME-TAX>                                    17,841
<INCOME-CONTINUING>                             32,772
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,772
<EPS-PRIMARY>                                     1.18
<EPS-DILUTED>                                     1.17
<FN>
AMOUNTS INAPPLICABLE OR NOT DISCLOSED AS A SEPARATE LINE ON THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS ARE REPORTED AS "0" HEREIN.
<F1>NOTES AND ACCOUNTS RECEIVABLE-TRADE ARE REPORTED NET OF ALLOWANCES FOR
DOUBTFUL ACCOUNTS IN THE CONSOLIDATED CONDENSED BALANCE SHEET.
<F2>COMMON STOCK AND ADDITIONAL PAID-IN-CAPITAL ARE COMBINED IN THE CONSOLIDATED
CONDENSED BALANCE SHEET.
</FN>
        


</TABLE>


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