<PAGE>   1


                       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 MARCH 31, 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: 01-13407


                        HUSSMANN INTERNATIONAL, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)



           DELAWARE                                   43-1791715
------------------------------------------------------------------------------
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)                                                



12999 ST. CHARLES ROCK ROAD, BRIDGETON, MISSOURI                  63044-2483
-----------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)



                                (314) 291-2000
             ---------------------------------------------------
             (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 (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__







         COMMON STOCK OUTSTANDING AT MARCH 31, 1998: 50,791,393 SHARES



                                       1

<PAGE>   2


                         PART I.  FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS



                    HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
               (UNAUDITED; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED
                                                             MARCH 31,
                                              ----------------------------------------
                                                     1998                 1997
                                              -------------------  -------------------
<S>                                             <C>                  <C>
SALES AND REVENUES                               $      245.9          $    198.6
COST OF GOODS SOLD                                      205.1               163.7
                                                 ------------          ----------
GROSS PROFIT                                             40.8                34.9
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES             29.3                24.9
AMORTIZATION EXPENSE                                      0.3                 0.4
                                                 ------------         -----------
OPERATING INCOME                                         11.2                 9.6
WHITMAN CHARGES                                          (1.5)               (7.1)
INTEREST EXPENSE:                                            
  WHITMAN                                                (1.0)               (4.2)
  OTHER                                                  (3.4)               (0.3)
                                                 ------------         -----------
  TOTAL INTEREST EXPENSE                                 (4.4)               (4.5)
OTHER INCOME, NET                                         0.9                 0.4
                                                 ------------         -----------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE AND                  
  MINORITY INTEREST                                       6.2                (1.6)
INCOME TAX EXPENSE (BENEFIT)                              2.3                (0.7)
                                                 ------------         -----------
NET INCOME (LOSS) BEFORE MINORITY INTEREST                3.9                (0.9)
MINORITY INTEREST                                         0.3                 0.2
                                                 ------------         -----------
NET INCOME (LOSS)                                $        4.2         $      (0.7)
                                                 ============         =========== 



BASIC AND DILUTED EARNINGS PER SHARE             $       0.08                   -
                                                             
WEIGHTED AVERAGE SHARES USED IN COMPUTING                    
  BASIC EARNINGS PER SHARE                               50.9                   -
                                                                           
WEIGHTED AVERAGE SHARES USED IN COMPUTING                             
  DILUTED EARNINGS PER SHARE                             51.8                   -

</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      2


<PAGE>   3




                HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                            (DOLLARS IN MILLIONS)




<TABLE>
<CAPTION>


                                                                            (UNAUDITED)
                                                                             MARCH 31,          DECEMBER 31,
                                                                               1998                 1997
                                                                         -----------------  --------------------
<S>                                                                      <C>                <C>
ASSETS
CURRENT ASSETS:
     CASH AND CASH EQUIVALENTS                                           $           37.9   $              38.4
     RECEIVABLES, NET                                                               233.0                 208.8
     INVENTORIES                                                                    110.7                 146.7
     OTHER CURRENT ASSETS                                                             3.9                   7.4
                                                                         ----------------   -------------------
         TOTAL CURRENT ASSETS                                                       385.5                 401.3
PROPERTY AND EQUIPMENT, NET                                                         161.3                 159.9
GOODWILL, NET                                                                        24.5                  25.1
OTHER ASSETS                                                                         28.9                  27.2
                                                                         ----------------   -------------------
         TOTAL ASSETS                                                    $          600.2   $             613.5
                                                                         ================   ===================
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
    SHORT-TERM DEBT                                                      $           18.5  $                6.2
    ACCOUNTS PAYABLE                                                                103.6                 126.8
    INCOME TAXES PAYABLE                                                              3.7                  14.2
    ACCRUED EXPENSES                                                                 59.5                  74.6
                                                                          ---------------   -------------------
         TOTAL CURRENT LIABILITIES                                                  185.3                 221.8
LOANS AND ADVANCES - WHITMAN                                                            -                 173.8
LONG-TERM DEBT                                                                      246.6                     -
DEFERRED INCOME TAXES AND OTHER
    LIABILITIES                                                                      26.2                  31.3
                                                                          ---------------    ------------------
         TOTAL LIABILITIES                                                          458.1                 426.9
                                                                          ---------------    ------------------
SHAREHOLDERS' EQUITY:
    PREFERRED STOCK, $.001 PAR VALUE,
         20,000,000 SHARES AUTHORIZED, NONE
         ISSUED OR OUTSTANDING                                                          -                     -
    COMMON STOCK, $.001 PAR VALUE, 150,000,000
         SHARES AUTHORIZED, 50,791,393
         ISSUED AND OUTSTANDING                                                       0.1                     -
    ADDITIONAL PAID-IN CAPITAL                                                       87.2                  52.3
    RETAINED EARNINGS                                                               110.1                 188.1
    CUMULATIVE TRANSLATION ADJUSTMENT                                               (55.3)                (53.8)
                                                                          ---------------    ------------------
         TOTAL SHAREHOLDERS' EQUITY                                                 142.1                 186.6
                                                                          ---------------    ------------------
         TOTAL LIABILITIES AND SHAREHOLDERS'                             
         EQUITY                                                           $         600.2    $            613.5
                                                                          ===============    ==================  
</TABLE>




SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      3

<PAGE>   4




                HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (UNAUDITED; DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>


                                                                                                THREE MONTHS ENDED
                                                                                                    MARCH 31,
                                                                                               --------------------
                                                                                                 1998       1997
                                                                                               ---------  ---------
<S>                                                                                            <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    NET INCOME (LOSS)                                                                          $   4.2    $  (0.7)
    ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH
       USED IN OPERATING ACTIVITIES:                
       DEPRECIATION AND AMORTIZATION                                                               6.0        5.5
       CHANGES IN ASSETS AND LIABILITIES,
          EXCLUSIVE OF ACQUISITIONS:
          (INCREASE) DECREASE IN RECEIVABLES                                                     (24.2)      39.7
          (INCREASE) DECREASE IN INVENTORIES                                                      36.0       (5.1)
          DECREASE IN ACCOUNTS PAYABLE                                                           (24.2)     (27.4)
          DECREASE IN INCOME TAXES PAYABLE                                                       (10.5)      (1.5)
          DECREASE IN ACCRUED EXPENSES                                                           (15.1)      (9.4)
          NET CHANGE IN OTHER ASSETS AND LIABILITIES                                              (3.1)      (5.0)
                                                                                              --------   --------
NET CASH USED IN OPERATING ACTIVITIES                                                            (30.9)      (3.9)
                                                                                              --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    CAPITAL INVESTMENTS                                                                           (6.8)      (3.7)
    COMPANIES ACQUIRED, NET OF CASH                                                                  -      (12.4)
    OTHER                                                                                          0.2        0.2
                                                                                               --------  --------
NET CASH USED IN INVESTING ACTIVITIES                                                             (6.6)     (15.9)
                                                                                               --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    NET INCREASE IN SHORT-TERM DEBT                                                               12.3        0.9
    SETTLEMENT OF WHITMAN OBLIGATIONS                                                           (221.7)         -
    NET INCREASE IN LOANS AND ADVANCES - WHITMAN                                                     -        6.0
    PROCEEDS FROM ISSUANCE OF LONG-TERM DEBT                                                     270.0          -
    PRINCIPAL PAYMENTS ON LONG-TERM DEBT                                                         (23.4)         -
                                                                                               -------   --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                         37.2        6.9
                                                                                               -------   --------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                     (0.2)      (0.2)
                                                                                               -------   --------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                           (0.5)     (13.1)
CASH AND CASH EQUIVALENTS AS OF BEGINNING OF PERIOD                                               38.4       47.1
                                                                                               -------   --------
CASH AND CASH EQUIVALENTS AS OF END OF PERIOD                                                  $  37.9   $   34.0
                                                                                               =======   ======== 
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      4


<PAGE>   5


                  HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (UNAUDITED; DOLLARS IN MILLIONS)



1. BASIS OF PRESENTATION

     On January 30, 1998, Whitman Corporation ("Whitman") distributed (the
"Distribution") 50.7 million shares of common stock of Hussmann ("Hussmann
Common Stock") to Whitman's shareholders.  As a result of the spin-off (the
"Spin-off"), Hussmann became an independent, publicly held company.  (As
required by the context, "Hussmann" or the "Company" refers to Hussmann
International, Inc. or to the group of companies that became wholly-owned
subsidiaries of Hussmann International, Inc. in January 1998.)

     The accompanying unaudited financial statements present the operations of
Hussmann, which for all periods presented (except as of and for the period
ended March 31, 1998) was composed of wholly-owned subsidiaries of Whitman
Corporation, including Hussmann Corporation and its wholly-owned subsidiaries
and other Hussmann companies owned by Whitman but directly managed by Hussmann.
In January 1998, the companies included in these financial statements became
wholly-owned subsidiaries of Hussmann.  Prior to the formation of Hussmann, the
historical financial statements were combined for financial reporting purposes.
For all periods presented herein, the financial statements will be referred to
as consolidated financial statements.

     The accompanying unaudited consolidated financial statements, in the
opinion of management, include all adjustments (consisting of normal, recurring
items) necessary to present fairly Hussmann's consolidated financial position
and results of its operations and cash flows for the periods presented.  The
unaudited consolidated financial statements are presented in accordance with
requirements of Regulation S-X and consequently do not include all disclosures
required by generally accepted accounting principles. Results of operations for
the three-month period ended March 31, 1998 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1998.

2.   EARNINGS PER SHARE

     Hussmann adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share", during the three months ended
March 31, 1998.  In accordance with SFAS No. 128, basic earnings per share is
calculated using the weighted average number of common shares outstanding
during the period.  Diluted earnings per share is calculated using the weighted
average number of common shares outstanding during the period plus shares
issuable upon the assumed exercise of dilutive common stock options by using
the treasury stock method.  Although the Spin-off did not occur until January
30, 1998, for purposes of presentation Hussmann has calculated earnings per
share on a pro forma basis assuming the Spin-off occurred at January 1, 1998
for both basic and diluted earnings per share.

     The number of shares of Hussmann Common Stock used in the calculation of
earnings per share for the three months ended March 31, 1998 is as follows (in
thousands):


<TABLE>
<CAPTION>

                                                                 1998
                                                                ------
<S>                                                             <C>
         Weighted average shares outstanding - basic            50,851
         Dilutive effect of stock options                          958
                                                                ------
         Weighted average shares outstanding - diluted          51,809
                                                                ======

</TABLE>


     As of March 31, 1998 all outstanding Hussmann stock options were included
in the computation of diluted earnings per share, as the exercise price was

                                      5


<PAGE>   6

less than the average fair market value of Hussmann Common Stock for the period
it was traded.


3. INVENTORIES

   Inventories consist of the following (dollars in millions):


<TABLE>
<CAPTION>

                                            March 31,  December 31,
                                              1998          1997
                                            ---------  ------------
<S>                                         <C>        <C>
                Raw materials and supplies     $ 63.8     $    66.9
                Work in process                  35.6          52.0
                Finished goods                   11.3          27.8
                                            ---------  ------------
                  Total inventories            $110.7     $   146.7
                                            =========  ============

</TABLE>


4. BUSINESS SEGMENT INFORMATION

   Hussmann manages its business with separate senior management teams
responsible for geographic regions. The following segments correspond to these
geographic regions.

   The following tables present financial information for each of these
business segments as of and for the quarters ended March 31, 1998 and 1997 (in
millions):


<TABLE>
<CAPTION>
                                      
                                SALES AND REVENUES      OPERATING INCOME

                                   1998     1997           1998    1997
                                   ----     ----           ----    ----
<S>                                <C>      <C>            <C>     <C>
U.S. and Canada                    $209.5   $173.4         $18.9    $16.7
U.K.                                 22.7     21.8          (2.4)    (4.2)
Other International                  29.3     16.6           1.4      0.5
Eliminations                        (15.6)   (13.2)            -        -
                                   ------   ------         -----   ------
  Total                            $245.9   $198.6         $17.9    $13.0
                                   ======   ======
                                                            (6.7)    (3.4)
Corporate administrative expenses                          -----   ------
  Total operating income                                   $11.2    $ 9.6
                                                           =====   ======

</TABLE>

5. COMPREHENSIVE INCOME

     In addition, during the three months ended March 31, 1998, Hussmann
adopted SFAS No. 130, "Reporting Comprehensive Income."  Statement No. 130
requires the separate reporting of components of comprehensive income, as
defined.  This statement requires Hussmann to separately report the translation
adjustments of SFAS No. 52, "Foreign Currency Translation" as a component of
comprehensive income.  Management has chosen, on an interim basis, to disclose
the requirements of this statement within the notes to the consolidated
financial statements.  The foreign currency translation adjustment accounted
for as a separate component of shareholders' equity was a loss of $1.5 million
and $2.5 million for the three-month periods ended March 31, 1998 and 1997,
respectively.

                                      6


<PAGE>   7


                 HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES

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

INTRODUCTION

     In January 1998, the companies included in the accompanying consolidated
financial statements became wholly-owned subsidiaries of Hussmann.  On January
30, 1998, Hussmann was spun-off from Whitman Corporation and became an
independent, publicly held company.  The results for the three-month periods
ended March 31, 1998 and 1997, are impacted by certain non-recurring items. The
following tables provide a reconciliation of what management believes the
operating results for such periods would have been if Hussmann had been an
independent, publicly held company, excluding the impact of certain
non-recurring items and including the impact of the borrowing under the
five-year unsecured revolving credit facility entered into by the Company and
Hussmann Corporation in January 1998 (the "Credit Facility").  Management
believes the pro forma consolidated operating results provide a more meaningful
presentation for purposes of analyzing the Company's operating results.

                 HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE QUARTER ENDED MARCH 31, 1998
            (UNAUDITED; DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>
                                                           PRO FORMA
                                                 -------------------------------
                                                 ACTUAL   ADJUSTMENTS  PRO FORMA
                                                 -------  -----------  ---------
<S>                                              <C>      <C>          <C>
Sales and revenues                               $245.9      $     -    $245.9
Cost of goods sold                                205.1            -     205.1
--------------------------------------------------------------------------------
Gross profit                                       40.8            -      40.8
Total selling, general, administrative   
  and amortization expenses                        29.6            -      29.6
--------------------------------------------------------------------------------
Operating income                                   11.2            -      11.2
Whitman charges                                    (1.5)         1.5 a       -
Total interest expense                             (4.4)        (0.2)a,b  (4.6)
Other income, net                                   0.9            -       0.9
--------------------------------------------------------------------------------
Income before income tax expense       
  and minority interest                             6.2          1.3       7.5
Income tax expense                                  2.3          0.5 c     2.8
--------------------------------------------------------------------------------
Net income before minority interest                 3.9          0.8       4.7
Minority interest                                   0.3            -       0.3
--------------------------------------------------------------------------------
Net income                                       $  4.2      $   0.8    $  5.0
================================================================================
Weighted average shares
 outstanding - basic                               50.9                   50.9
Basic earnings per share                         $  0.08                $  0.10
Weighted average shares
 outstanding - diluted                             51.8                   51.8
Diluted earnings per share                       $  0.08                $  0.10
================================================================================

</TABLE>

(a)  To eliminate the Whitman charges and interest paid to Whitman.
(b)  To record interest expense on the funds borrowed under the Credit
       Facility. For pro forma purposes it was assumed that $240 million was
       borrowed at an interest rate of 6.0% for the period January 1, 1998
       through the Spin-off.
(c)  To record the income tax effect of adjustments (a) and (b).

                                      7


<PAGE>   8




                 HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE QUARTER ENDED MARCH 31, 1997
                        (UNAUDITED; DOLLARS IN MILLIONS)



<TABLE>
<CAPTION>
                                                           PRO FORMA
                                                 -------------------------------
                                                 ACTUAL   ADJUSTMENTS  PRO FORMA
                                                 -------  -----------  ---------
<S>                                              <C>      <C>          <C>
Sales and revenues                               $198.6        $25.3     $223.9
Cost of goods sold                                163.7         23.4      187.1
--------------------------------------------------------------------------------
Gross profit                                       34.9          1.9       36.8
Total selling, general, administrative   
  and amortization expenses                        25.3          1.7       27.0
--------------------------------------------------------------------------------
Operating income                                    9.6          0.2        9.8
Whitman charges                                    (7.1)         7.1 a        -
Total interest expense                             (4.5)         0.6 a,b   (3.9)
Other income, net                                   0.4            -        0.4
--------------------------------------------------------------------------------
Income (loss) before income tax        
  expense and minority interest                    (1.6)         7.9        6.3
Income tax expense (benefit)                       (0.7)         2.9 c      2.2
--------------------------------------------------------------------------------
Net income (loss) before minority      
  interest                                         (0.9)         5.0        4.1
Minority interest                                   0.2            -        0.2
--------------------------------------------------------------------------------
Net income (loss)                                $ (0.7)       $ 5.0     $  4.3
================================================================================
Pro forma shares outstanding - basic                  -            -       50.7
Pro forma basic earnings per share                    -            -     $ 0.08
Pro forma shares outstanding -          
  diluted                                             -            -       51.2
Pro forma diluted earnings per         
  share                                               -            -     $ 0.08
================================================================================

</TABLE>

     Historically as part of Whitman, Hussmann accounted for its results for
each quarter as of the fifteenth day of the month.  As a separate, stand-alone
company, Hussmann accounts for its results using the last day of each month.
Therefore, the 1997 pro forma adjustments include the items discussed in the
1998 pro forma consolidated statement of operations and adjustments to reflect
the results of operations through the end of the quarter.

     Pro forma basic earnings per share for the three months ended March 31,
1997 was computed using the original shares issued upon the Spin-off of 50.7
million.  Pro forma diluted earnings per share was computed using the
aforementioned shares adjusted for the respective replacement options issued by
Hussmann to supplement those granted by Whitman.  The market price used was the
initial trading price of Hussmann Common Stock on January 30, 1998 of $13.56.

                                                                 1997
                                                                ------
         Weighted average shares outstanding - basic            50,731
         Dilutive effect of stock options                          428
                                                                ------
         Weighted average shares outstanding - diluted          51,159
                                                                ======


RESULTS OF OPERATIONS -- PRO FORMA THREE MONTHS ENDED MARCH 31, 1998 COMPARED
WITH PRO FORMA THREE MONTHS ENDED MARCH 31, 1997

     Sales and Revenues.  Sales and revenues for the three months ended March
31, 1998 of $245.9 million were $22.0 million or 9.8% over the same period 1997
sales and revenues of $223.9 million.  Sales and revenues increases in the
United States and Latin America drove the overall improvement. The following is
a summarized analysis of the increase in sales and revenues (in millions).

                                      8


<PAGE>   9



<TABLE>
<CAPTION>
                                  1998 SALES             % INCREASE
                                     AND      $ CHANGE   (DECREASE)
                                   REVENUES   FROM 1997  FROM 1997
--------------------------------------------------------------------------
<S>                               <C>         <C>        <C>

U.S. and Canada                   $209.5      $11.2         5.6%
U.K.                                22.7        0.9         4.1
Other International                 29.3       12.7        76.5
Eliminations                       (15.6)      (2.8)      (21.9)
--------------------------------------------------------------------------
Total                             $245.9      $22.0         9.8%
==========================================================================
</TABLE>


     The 5.6% increase in sales and revenues in the U.S. and Canada was
principally driven by continued strong U.S. supermarket case demand.  The
increase in sales and revenues in the U.K. of 4.1% was due to the restructuring
and consolidation program which began in the second half of fiscal year 1997,
including the resolution of startup delays at the new plant in Milton Keynes,
England.  The increase in sales and revenues of 76.5% or $12.7 million in Other
International was principally due to increased sales in Mexico, which were $6.3
million above first quarter 1997 results, and the first full quarter sales and
revenues from the Company's 1997 acquisitions of Fast Frio (Brazil) and
Industrias Gilvert (Mexico). Sales and revenues increased $6.4 million related
to these acquisitions.

     Gross Profit and Operating Income. As a percent of sales and revenues,
first quarter 1998 gross profit was 16.6% compared to 16.4% in 1997.  The most
significant increase in gross profit as a percentage of sales occurred in Other
International operations, mainly Mexico and Asia Pacific.  The favorable
increase in Mexico was driven by increased capacity utilization related to
strong growth in display case sales to supermarkets, bottle cooler exports, and
a reduction in overall costs.

     Total selling, general, administrative and amortization ("SG&A") expenses
increased 9.7% to $29.6 million in 1998 from $27.0 million in 1997.  The
increase in SG&A expenses is primarily due to costs associated with
compensation expense to settle a Whitman stock incentive plan related to the
Spin-off and the impact of the aforementioned acquisitions.

     Operating income in 1998 of $11.2 million was 14.3% or $1.4 million
greater then that reported for the same period in 1997.  This increase was
mainly driven by a 3.0% increase in operating income in the U.S. and Canada and
improved operations in the U.K. and Mexico.  The increase in the U.K., which
still showed an operating loss of $2.4 million, was favorably impacted by the
extensive restructuring of U.K. operations and the consolidation of sales and
service branches in the U.K. that took place in the second half of fiscal year
1997.  Operating income for Other International operations of $1.4 million
increased over the 1997 operating income of $0.5 million.  This increase is
mainly attributable to the Industrias Gilvert acquisition and the relatively
weak first quarter 1997 sales volume in Mexico.

     Interest Expense.  Interest expense of $4.6 million increased $0.7 million
or 17.9% from 1997 to 1998 primarily due to the $244 million borrowed under the
new Credit Facility and borrowings to fund working capital requirements. For
pro forma financial statement presentation it was assumed that $240 million in
borrowings were outstanding for the period January 1, 1998 through the
Spin-off.

     Effective Income Tax Rate.  Hussmann's effective income tax rate was 37.0%
in the first quarter of 1998, or 2.1 points higher than the 1997 effective rate
of 34.9%, principally due to the increased level of earnings from U.S.
operations in 1998, which typically have a higher effective tax rate than
Hussmann's other operations.

                                      9


<PAGE>   10



LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES - ACTUAL

     Cash Flows from Operations.  Historically, Hussmann's cash flows from
operations have been affected by the allocations from Whitman of expenses to
its operating subsidiaries.  These charges were $1.5 million during the quarter
ended March 31, 1998 versus $7.1 million in 1997 when Hussmann operated as a
Whitman subsidiary.

     Hussmann used net cash from operations of $30.9 million in 1998 compared
to $3.9 million in 1997.  The increase in the use of cash from operations was
principally driven by the increase in working capital (increase in receivables
and decrease in payables).  The increase in accounts receivable from year end
was due to the significant increase in sales volume in the month of March in
the U.S. and Latin America.

     Cash Flows from Investing Activities.  Net cash used in investing
activities was $6.6 million and $15.9 million during the quarters ended March
31, 1998 and 1997, respectively.  Capital investments of $6.8 million was the
main component of the investing activity during 1998.  The increase in capital
investments relates to the timing of spending on Hussmann's conversion to an
integrated Company-wide information system.  In the first quarter of 1997 the
Company acquired a 70% interest in Fast Frio do Brasil, Ltda. in Brazil with a
net cash outlay of $12.4 million.

     Cash Flows from Financing Activities.  Net cash provided by financing
activities was $37.2 million during the quarter ended March 31, 1998 compared
to $6.9 million for the same period ended March 31, 1997.  For 1998, the net
proceeds from long-term debt of $246.6 million were primarily used to settle
the Company's obligations to Whitman and fund working capital needs.  In
January 1998, Hussmann paid Whitman $240.0 million to pay-off its intercompany
notes and to pay a cash dividend to Whitman of approximately $80.0 million.
For 1997, Hussmann generated cash from financing activities of $6.9 million due
to improved cash flow resulting from high sales volumes and improved working
capital management.  Prior to the Spin-off, Whitman managed Hussmann's excess
cash and therefore all activity between Whitman and the Company was included in
loans and advances - Whitman.

     In January 1998, Hussmann and Hussmann Corporation entered into the Credit
Facility with a syndicate of commercial banks and financial institutions that
enables Hussmann and Hussmann Corporation to borrow funds at variable interest
rates on a revolving credit basis up to an aggregate principal amount of $350
million.  Hussmann Corporation borrowed $270.0 million under the Credit
Facility in January 1998, of which $240.0 million was paid to Whitman, as
described above.  At March 31, 1998, $244.0 million was outstanding under the
Credit Facility.

     Hussmann management believes that cash flows from operations, unused
amounts available under the Credit Facility, and access to capital markets will
be sufficient to satisfy Hussmann's future working capital, capital investment,
acquisition and other financing requirements for the foreseeable future.
Hussmann's management believes that Hussmann will be able to access capital
markets on terms satisfactory to Hussmann, although there can be no assurance
that will be the case.

     Non-U.S. Operations.  The most significant non-U.S. operations are located
in Canada, Mexico and the U.K., with smaller operations located in, among other
countries, Brazil, Chile, China and Singapore. Because the majority of
Hussmann's non-U.S. entities conduct business in their respective local
currencies, Hussmann is subject to foreign currency risks when translating its
non-U.S. entity financial statements into U.S. dollars for financial reporting
purposes.  In addition to the foreign currency translation risks faced by
Hussmann, other risks associated with non-U.S. operations include the potential
for restrictive actions taken by host country governments, the risks relating 

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<PAGE>   11
to non-U.S. economic and political conditions, and the risks relating to
limits on the transfer of funds from non-U.S. entities to Hussmann.  Hussmann
does not currently use foreign currency risk management instruments to manage
its exposure to changes in currency exchange rates.

OTHER

     The Board of Directors of Hussmann approved plans to expand production
capacity of refrigerated display cases at its Bridgeton, Missouri plant by 20
percent, consolidate the production of refrigeration systems from five to two
North American manufacturing locations and to equip a new manufacturing
facility in Mexico. The reconfiguration of the Bridgeton plant and the
consolidation of the refrigeration systems will require $12.6 million of
capital investment. Bridgeton's refrigeration production will be moved to a new
plant in Atlanta, Georgia and to an existing facility in Chino, California. The
Atlanta plant is scheduled to open during the third quarter of 1998, Bridgeton
refrigeration production is scheduled to close during the fourth quarter of
1998 and the new Bridgeton case line is scheduled to begin production during
the second or third quarter of 1999.  The new facility in Toluca, Mexico, will
produce primarily beverage coolers for sale in Mexico and emerging Latin
American markets and other refrigeration equipment.  Hussmann expects
construction of the plant to be completed in the fourth quarter of 1998 and
production to begin in 1999.  The capital cost to equip the leased facility
will be $6 million.

     Also in February 1998, the Board of Directors of Hussmann approved a
common stock repurchase plan to offset dilution resulting from the exercise of
stock options by employees.

     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use".  This SOP requires
certain costs related to the development or purchase of internal-use software
be capitalized and amortized over the estimated useful life of the software.
It also requires other costs to be expensed.  The SOP is effective for
financial statements issued for fiscal years beginning after December 15, 1998.
As previously stated, Hussmann is currently in the process of converting
certain computer systems to a fully integrated Company-wide information system,
and believes the costs being incurred on this project are being accounted for
in accordance with this SOP.

SAFE HARBOR STATEMENT

     Hussmann has made and will make certain forward-looking statements in its
reports filed with the Securities and Exchange Commission, reports to
shareholders and in certain other contexts relating to future revenues, costs,
expenses, production schedules, profitability and financial resources, among
others.  These statements are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are based on management's beliefs and
assumptions using information currently available.  Accordingly, Hussmann's
actual results may differ materially from those projected, expressed or implied
in such forward-looking statements due to known and unknown risks and
uncertainties that exist in Hussmann's operations and business environment,
including, among other factors: the failure by Hussmann to produce anticipated
cost savings or improve productivity, the timing and magnitude of capital
expenditures, economic and market conditions in the U.S. and worldwide;
currency exchange rates; changes in customer spending levels and demand for new
products; cost and availability of raw materials; the continuation of growth in
significant developing markets such as Mexico, China and South America; overall
competitive activities, and other risks described in the Company's filings with
the Securities and Exchange Commission, including the report on Form 10-K for
the year ended December 31, 1997.

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<PAGE>   12



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable.

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a)   Exhibits


             Exhibit
             Number   Exhibit
             -------  -------

               10.3   Amended and Restated Stock Incentive Plan
                      (amended as of April 9, 1998).

               10.8   Stock Option agreement between the Registrant
                      and Richard G. Cline dated January 30, 1998.

               10.9   Employment agreement between the Registrant and
                      J. Larry Vowell dated April 9, 1998.

                 27   Financial Data Schedule
                      (filed electronically with the SEC only)



b) Reports on Form 8-K

     On February 13, 1998, Hussmann filed a current report on Form 8-K
dated January 30, 1998 relating to the distribution (the "Distribution") on
January 30, 1998 by Whitman Corporation of all of the issued and
outstanding shares of Common Stock of Hussmann to the shareholders of
Whitman.  The Form 8-K reported the following items:

     Item 1 (Changes in Control of Registrant) to report the Distribution.;

     Item 2 (Acquisition or Disposition of Assets) to report the transfer
by Whitman to Hussmann of Hussmann Corporation and all of the foreign
businesses conducted by Hussmann Corporation which were previously held by
a Netherlands company owned by Whitman; and

     Item 7 (Financial Statements, Pro Forma Financial Information and
Exhibits) to incorporate by reference the financial statements contained in
Hussmann's registration statement on Form 10 filed with the Securities and
Exchange Commission under Section 12 of the Securities Exchange Act of
1934.




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<PAGE>   13


                                   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.

                                     HUSSMANN INTERNATIONAL, INC.


                                     /s/ Michael D. Newman
                                     ---------------------------
                                     Michael D. Newman
                                     Senior Vice President
                                     and Chief Financial Officer
                                     (as duly authorized officer
                                     and principal financial
Dated: May 14, 1998                  officer of the registrant)











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