FORM 10-Q                                                   SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

(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, 2003 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 I-91                                                               |  | 
|    |  |  |                                                                                           |  | 
|    |  |  | Furniture Brands International, Inc.                                                      |  | 
|    |  |  | (Exact name of registrant as specified in its charter)                                    |  | 
|    |  |  |                                                                                           |  | 

| |  |  | Delaware                                           |  |  | 43-0337683          |  | 
| |  |  | -------------------------------------------------- |  |  | ------------------- |  | 
| |  |  | (State or other jurisdiction of                    |  |  | (I.R.S. Employer    |  | 
| |  |  | & incorporation or organization)                   |  |  | Identification No.) |  | 
| |  |  |                                                    |  |  |                     |  | 
| |  |  | 101 South Hanley Road, St. Louis, Missouri         |  |  | 63105               |  | 
| |  |  | (Address of principal executive offices)           |  |  | (Zip Code)          |  | 
| |  |  |                                                    |  |  |                     |  | 
| |  |  | Registrant's telephone number, including area code |  |  | (314) 863-1100      |  | 
| |  |  |                                                    |  |  |                     |  | 
| |  |  |                                                    |  |  |                     |  | 

| |  |                                                                                                                                                                                                                                                                                                                                                                    | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| |  | Former name, former address and former fiscal year, if changed since last report                                                                                                                                                                                                                                                                                   | 
| |  |                                                                                                                                                                                                                                                                                                                                                                    | 
| |  |                                                                                                                                                                                                                                                                                                                                                                    | 
| |  | 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act). |  | 
| |  |  | ---------------------------------------------------------------------------------------------------------------------- |  | 

| |  |  | Yes    X |  |  | No |  | 
| |  |  | -------- |  |  | -- |  | 

| |  |  | APPLICABLE ONLY TO CORPORATE ISSUERS                                                                                          |  | 
| |  |  | ----------------------------------------------------------------------------------------------------------------------------- |  | 
| |  |  |                                                                                                                               |  | 
| |  |  | Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. |  | 
| |  |  |                                                                                                                               |  | 
| |  |  | 55,798,582 shares as of October 31, 2003                                                                                      |  | 

---

PART I FINANCIAL
INFORMATION

|Item 1. |  |  | Financial Statements |  |  |  |  | 
|------- |  |  | -------------------- |  |  |  |  | 



| |  |  | Consolidated Balance Sheets            |  | 
| |  |  | -------------------------------------- |  | 
| |  |  |                                        |  | 
| |  |  | Consolidated Statements of Operations: |  | 

| |  |  | Three Months Ended September 30, 2003 |  | 
| |  |  | ------------------------------------- |  | 
| |  |  | Three Months Ended September 30, 2002 |  | 
| |  |  |                                       |  | 
| |  |  | Nine Months Ended September 30, 2003  |  | 
| |  |  | Nine Months Ended September 30, 2002  |  | 
| |  |  |                                       |  | 

| |  |  | Consolidated Statements of Cash Flows: |  | 
| |  |  | -------------------------------------- |  | 

| |  |  | Nine Months Ended September 30, 2003 |  | 
| |  |  | ------------------------------------ |  | 
| |  |  | Nine Months Ended September 30, 2002 |  | 
| |  |  |                                      |  | 

| |  |  | Notes to Consolidated Financial Statements |  | 
| |  |  | ------------------------------------------ |  | 

The financial statements are
unaudited, but include all adjustments (consisting of normal recurring adjustments) which
the management of the Company considers necessary for a fair presentation of the results
of the period. The results for the three months and nine months ended September 30, 2003
are not necessarily indicative of the results to be expected for the full year.

---

FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

|                                                            |  |   | September 30, |   |   | December 31, |  
|----------------------------------------------------------- |  | - | ------------- | - | - | ------------ | -
|                                                            |  |   | 2003          |   |   | 2002         |  
|                                                            |  |   |               |   |   |              |  
|ASSETS                                                      |  |  
|                                                            |  |   |               |   |   |              |  
|Current assets:                                             |  |  
|Cash and cash equivalents                                   |  | $ | 27,142        |   | $ | 15,074       |  
|Receivables, less allowances of $21,844                     |  |  
|($20,751 at December 31, 2002)                              |  |   | 381,635       |   |   | 375,050      |  
|Inventories...(Note 1)                                      |  |   | 430,025       |   |   | 432,104      |  
|Deferred income taxes                                       |  |   | 17,294        |   |   | 17,768       |  
|Prepaid expenses and other current assets                   |  |   | 9,633         |   |   | 9,463        |  
|Total current assets                                        |  |   | 865,729       |   |   | 849,459      |  
|                                                            |  |   |               |   |   |              |  
|Property, plant and equipment                               |  |   | 686,204       |   |   | 660,937      |  
|Less accumulated depreciation                               |  |   | 362,353       |   |   | 327,566      |  
|Net property, plant and equipment                           |  |   | 323,851       |   |   | 333,371      |  
|                                                            |  |   |               |   |   |              |  
|Goodwill                                                    |  |   | 184,480       |   |   | 184,480      |  
|Other intangible assets                                     |  |   | 171,008       |   |   | 171,008      |  
|Other assets                                                |  |   | 26,428        |   |   | 29,084       |  
|                                                            |  | $ | 1,571,496     |   | $ | 1,567,402    |  
|                                                            |  |   |               |   |   |              |  
|                                                            |  |   |               |   |   |              |  
|LIABILITIES AND SHAREHOLDERS EQUITY                        |  |  
|                                                            |  |   |               |   |   |              |  
|Current liabilities:                                        |  |  
|Accrued interest expense                                    |  | $ | 2,717         |   | $ | 3,018        |  
|Accounts payable and other accrued expenses                 |  |   | 194,782       |   |   | 194,346      |  
|Total current liabilities                                   |  |   | 197,499       |   |   | 197,364      |  
|                                                            |  |   |               |   |   |              |  
|Long-term debt                                              |  |   | 303,200       |   |   | 374,800      |  
|Deferred income taxes                                       |  |   | 65,784        |   |   | 58,850       |  
|Other long-term liabilities                                 |  |   | 56,368        |   |   | 66,873       |  
|                                                            |  |   |               |   |   |              |  
|Shareholders equity:                                       |  |  
|Preferred stock, authorized 10,000,000                      |  |  
|shares, no par value - issued, none                         |  |   | --            |   |   | --           |  
|Common stock, authorized 200,000,000 shares,                |  |  
|$1.00 stated value - issued 56,277,066                      |  |  
|shares at September 30, 2003 and December 31, 2002          |  |   | 56,277        |   |   | 56,277       |  
|Paid-in capital                                             |  |   | 221,748       |   |   | 221,696      |  
|Retained earnings                                           |  |   | 711,295       |   |   | 639,334      |  
|Accumulated other comprehensive income (Note 3)             |  |   | (31,588       | ) |   | (35,917      | )
|Treasury stock at cost (480,484 shares at                   |  |  
|September 30, 2003 and 627,884 shares at                    |  |  
|December 31, 2002)                                          |  |   | (9,087        | ) |   | (11,875      | )
|Total shareholders equity                                  |  |   | 948,645       |   |   | 869,515      |  
|                                                            |  | $ | 1,571,496     |   | $ | 1,567,402    |  
|                                                            |  |   |               |   |   |              |  
|See accompanying notes to consolidated financial statements |  |  

---

FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)

|                                             |  |   | Three Months  |  |   | Three Months  | 
|-------------------------------------------- |  | - | ------------- |  | - | ------------- | 
|                                             |  |   | Ended         |  |   | Ended         | 
|                                             |  |   | September 30, |  |   | September 30, | 
|                                             |  |   | 2003          |  |   | 2002          | 
|                                             |  |   |               |  |   |               | 
|Net sales                                    |  | $ | 557,420       |  | $ | 563,246       | 
|                                             |  |   |               |  |   |               | 
|Costs and expenses:                          |  |   |               |  |   |               | 
|Cost of operations                           |  |   | 407,746       |  |   | 404,899       | 
|                                             |  |   |               |  |   |               | 
|Selling, general and administrative expenses |  |   | 102,581       |  |   | 103,552       | 
|                                             |  |   |               |  |   |               | 
|Depreciation and amortization                |  |   | 12,477        |  |   | 12,018        | 
|                                             |  |   |               |  |   |               | 
|Earnings from operations                     |  |   | 34,616        |  |   | 42,777        | 
|                                             |  |   |               |  |   |               | 
|Interest expense                             |  |   | 4,707         |  |   | 5,388         | 
|                                             |  |   |               |  |   |               | 
|Other income, net                            |  |   | 474           |  |   | 911           | 
|                                             |  |   |               |  |   |               | 
|Earnings before income tax expense           |  |   | 30,383        |  |   | 38,300        | 
|                                             |  |   |               |  |   |               | 
|Income tax expense                           |  |   | 11,038        |  |   | 13,642        | 
|                                             |  |   |               |  |   |               | 
|Net earnings                                 |  | $ | 19,345        |  | $ | 24,658        | 
|                                             |  |   |               |  |   |               | 
|Net earnings per common share:               |  |   |               |  |   |               | 
|                                             |  |   |               |  |   |               | 

|Basic   |  | $ | 0.35 |  | $ | 0.44 | 
|------- |  | - | ---- |  | - | ---- | 
|Diluted |  | $ | 0.34 |  | $ | 0.44 | 
|        |  |   |      |  |   |      | 

|Weighted average common shares outstanding                   |  |  |            |  |  |            | 
|------------------------------------------------------------ |  |  | ---------- |  |  | ---------- | 
|(Note 2):                                                    |  |  |            |  |  |            | 
|                                                             |  |  |            |  |  |            | 
|Basic                                                        |  |  | 55,767,852 |  |  | 55,628,687 | 
|                                                             |  |  |            |  |  |            | 
|Diluted                                                      |  |  | 56,424,947 |  |  | 56,175,883 | 
|                                                             |  |  |            |  |  |            | 
|See accompanying notes to consolidated financial statements. |  |  |            |  |  |            | 

---

FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)

|                                             |  |   | Nine  Months  |  |   | Nine Months   | 
|-------------------------------------------- |  | - | ------------- |  | - | ------------- | 
|                                             |  |   | Ended         |  |   | Ended         | 
|                                             |  |   | September 30, |  |   | September 30, | 
|                                             |  |   | 2003          |  |   | 2002          | 
|                                             |  |   |               |  |   |               | 
|Net sales                                    |  | $ | 1,750,876     |  | $ | 1,802,218     | 
|                                             |  |   |               |  |   |               | 
|Costs and expenses:                          |  |   |               |  |   |               | 
|Cost of operations                           |  |   | 1,264,802     |  |   | 1,290,727     | 
|                                             |  |   |               |  |   |               | 
|Selling, general and administrative expenses |  |   | 322,183       |  |   | 322,320       | 
|                                             |  |   |               |  |   |               | 
|Depreciation and amortization                |  |   | 37,995        |  |   | 36,840        | 
|                                             |  |   |               |  |   |               | 
|Earnings from operations                     |  |   | 125,896       |  |   | 152,331       | 
|                                             |  |   |               |  |   |               | 
|Interest expense                             |  |   | 14,632        |  |   | 16,482        | 
|                                             |  |   |               |  |   |               | 
|Other income, net                            |  |   | 2,202         |  |   | 2,981         | 
|                                             |  |   |               |  |   |               | 
|Earnings before income tax expense           |  |   | 113,466       |  |   | 138,830       | 
|                                             |  |   |               |  |   |               | 
|Income tax expense                           |  |   | 41,505        |  |   | 49,316        | 
|                                             |  |   |               |  |   |               | 
|Net earnings                                 |  | $ | 71,961        |  | $ | 89,514        | 
|                                             |  |   |               |  |   |               | 
|Net earnings per common share:               |  |   |               |  |   |               | 

|Basic   |  | $ | 1.29 |  | $ | 1.61 | 
|------- |  | - | ---- |  | - | ---- | 
|Diluted |  | $ | 1.28 |  | $ | 1.59 | 
|        |  |   |      |  |   |      | 

|Weighted average common shares outstanding                   |  |  |            |  |  |            | 
|------------------------------------------------------------ |  |  | ---------- |  |  | ---------- | 
|(Note 2):                                                    |  |  |            |  |  |            | 
|                                                             |  |  |            |  |  |            | 
|Basic                                                        |  |  | 55,706,842 |  |  | 55,460,621 | 
|                                                             |  |  |            |  |  |            | 
|Diluted                                                      |  |  | 56,197,139 |  |  | 56,458,233 | 
|                                                             |  |  |            |  |  |            | 
|See accompanying notes to consolidated financial statements. |  |  |            |  |  |            | 

---

FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                                             |  |   | Nine  Months  |   |   | Nine Months   |  
|------------------------------------------------------------ |  | - | ------------- | - | - | ------------- | -
|                                                             |  |   | Ended         |   |   | Ended         |  
|                                                             |  |   | September 30, |   |   | September 30, |  
|                                                             |  |   | 2003          |   |   | 2002          |  
|                                                             |  |   |               |   |   |               |  
|Cash flows from operating activities:                        |  |   |               |   |   |               |  
|Net earnings                                                 |  | $ | 71,961        |   | $ | 89,514        |  
|Adjustments to reconcile net earnings to net cash            |  |   |               |   |   |               |  
|provided by operating activities:                            |  |   |               |   |   |               |  
|Depreciation and amortization                                |  |   | 37,995        |   |   | 36,840        |  
|Other noncash items, net                                     |  |   | 597           |   |   | (344          | )
|Increase in receivables                                      |  |   | (6,585        | ) |   | (23,609       | )
|(Increase) decrease in inventories                           |  |   | 2,079         |   |   | (50,502       | )
|(Increase) decrease in prepaid expenses                      |  |   |               |   |   |               |  
|and other assets                                             |  |   | 1,754         |   |   | (2,722        | )
|Increase in accounts payable, accrued interest               |  |   |               |   |   |               |  
|expense and other accrued expenses                           |  |   | 1,117         |   |   | 48,041        |  
|Increase in net deferred tax liabilities                     |  |   | 5,015         |   |   | 6,103         |  
|Increase (decrease) in other long-term liabilities           |  |   | (1,664        | ) |   | 699           |  
|Net cash provided by operating activities                    |  |   | 112,269       |   |   | 104,020       |  
|                                                             |  |   |               |   |   |               |  
|Cash flows from investing activities:                        |  |   |               |   |   |               |  
|Proceeds from the disposal of assets                         |  |   | 995           |   |   | 2,468         |  
|Additions to property, plant and equipment                   |  |   | (31,535       | ) |   | (37,744       | )
|Net cash used by investing activities                        |  |   | (30,540       | ) |   | (35,276       | )
|                                                             |  |   |               |   |   |               |  
|Cash flows from financing activities:                        |  |   |               |   |   |               |  
|Payments of long-term debt                                   |  |   | (71,600       | ) |   | (79,600       | )
|Proceeds from the issuance of treasury stock                 |  |   | 1,939         |   |   | 13,330        |  
|Net cash used by financing activities                        |  |   | (69,661       | ) |   | (66,270       | )
|                                                             |  |   |               |   |   |               |  
|Net increase in cash and cash equivalents                    |  |   | 12,068        |   |   | 2,474         |  
|Cash and cash equivalents at beginning of period             |  |   | 15,074        |   |   | 15,707        |  
|Cash and cash equivalents at end of period                   |  | $ | 27,142        |   | $ | 18,181        |  
|                                                             |  |   |               |   |   |               |  
|Supplemental Disclosure:                                     |  |   |               |   |   |               |  
|Cash payments for income taxes, net                          |  | $ | 40,095        |   | $ | 33,742        |  
|                                                             |  |   |               |   |   |               |  
|Cash payments for interest                                   |  | $ | 14,714        |   | $ | 15,566        |  
|                                                             |  |   |               |   |   |               |  
|See accompanying notes to consolidated financial statements. |  |   |               |   |   |               |  

---

|(1) |  | Inventories are summarized as follows: |  |   |               |  |   |              | 
|--- |  | -------------------------------------- |  | - | ------------- |  | - | ------------ | 
|    |  |                                        |  |   | September 30, |  |   | December 31, | 
|    |  |                                        |  |   | 2003          |  |   | 2002         | 
|    |  |                                        |  |   |               |  |   |              | 
|    |  | Finished products                      |  | $ | 257,340       |  | $ | 248,219      | 
|    |  | Work-in-process                        |  |   | 56,488        |  |   | 65,196       | 
|    |  | Raw materials                          |  |   | 116,197       |  |   | 118,689      | 
|    |  |                                        |  | $ | 430,025       |  | $ | 432,104      | 

|(2) |  | Weighted average shares used in the computation of basic and diluted net earnings per common share are as follows: |  |  |                    |  |  |                   | 
|--- |  | ------------------------------------------------------------------------------------------------------------------ |  |  | ------------------ |  |  | ----------------- | 
|    |  |                                                                                                                    |  |  |                    |  |  |                  
|    |  |                                                                                                                    |  |  | Three Months Ended |  |  | Nine Months Ended | 
|    |  |                                                                                                                    |  |  | September 30,      |  |  | September 30,     | 

| |  |                                |  |  | 2003       |  |  | 2002       |  |  | 2003       |  |  | 2002       | 
| |  | ------------------------------ |  |  | ---------- |  |  | ---------- |  |  | ---------- |  |  | ---------- | 
| |  | Weighted average shares used   |  |  |            |  |  |            |  |  |            |  |  |            | 
| |  | for basic net earnings per     |  |  |            |  |  |            |  |  |            |  |  |            | 
| |  | common share                   |  |  | 55,767,852 |  |  | 55,628,687 |  |  | 55,706,842 |  |  | 55,460,621 | 
| |  | Effect of dilutive securities: |  |  |            |  |  |            |  |  |            |  |  |            | 
| |  | Stock options                  |  |  | 657,095    |  |  | 547,196    |  |  | 490,297    |  |  | 997,612    | 
| |  | Weighted average shares used   |  |  |            |  |  |            |  |  |            |  |  |            | 
| |  | for diluted net earnings       |  |  |            |  |  |            |  |  |            |  |  |            | 
| |  | per common share               |  |  | 56,424,947 |  |  | 56,175,883 |  |  | 56,197,139 |  |  | 56,458,233 | 
| |  |                                |  |  |            |  |  |            |  |  |            |  |  |            | 

|(3) |  | Other comprehensive income is as follows:                                                                    |  |   |               |   |   |               |  
|--- |  | ------------------------------------------------------------------------------------------------------------ |  | - | ------------- | - | - | ------------- | -
|    |  |                                                                                                              |  |   | Nine Months   |   |   | Nine Months   |  
|    |  |                                                                                                              |  |   | Ended         |   |   | Ended         |  
|    |  |                                                                                                              |  |   | September 30, |   |   | September 30, |  
|    |  |                                                                                                              |  |   | 2003          |   |   | 2002          |  
|    |  |                                                                                                              |  |   |               |   |   |               |  
|    |  | Net earnings                                                                                                 |  | $ | 71,961        |   | $ | 89,514        |  
|    |  | Other comprehensive income, net                                                                              |  |   |               |   |   |               |  
|    |  | of tax:                                                                                                      |  |   |               |   |   |               |  
|    |  | Financial instruments accounted                                                                              |  |   |               |   |   |               |  
|    |  | for as hedges                                                                                                |  |   | 4,445         |   |   | (4,504        | )
|    |  | Foreign currency translation                                                                                 |  |   | (116          | ) |   | (284          | )
|    |  | Other comprehensive income                                                                                   |  |   | 4,329         |   |   | (4,788        | )
|    |  |                                                                                                              |  | $ | 76,290        |   | $ | 84,726        |  
|    |  | The components of accumulated other comprehensive income, each presented net of tax benefit, are as follows: |  |   |               |   |   |               |  
|    |  |                                                                                                              |  |   |               |   |   |               |  
|    |  |                                                                                                              |  |   | September 30, |   |   | December 31,  |  
|    |  |                                                                                                              |  |   | 2003          |   |   | 2002          |  
|    |  |                                                                                                              |  |   |               |   |   |               |  
|    |  | Market value of financial                                                                                    |  |   |               |   |   |               |  
|    |  | instruments accounted                                                                                        |  |   |               |   |   |               |  
|    |  | for as hedges                                                                                                |  | $ | (4,535        | ) | $ | (8,980        | )
|    |  | Minimum pension liability                                                                                    |  |   | (26,512       | ) |   | (26,512       | )
|    |  | Foreign currency translation                                                                                 |  |   | (541          | ) |   | (425          | )
|    |  |                                                                                                              |  | $ | (31,588       | ) | $ | (35,917       | )
|    |  |                                                                                                              |  |   |               |   |   |               |  

---

|(4) |  | The Company  accounts for  stock-based  employee  compensation  plans under the intrinsic  value based method.  No stock-based
        employee  compensation  expense is reflected in net earnings,  as all options granted had an exercise price equal to the market
        value of the underlying common stock on the date of grant. Had compensation expense for the Companys stock-based  compensation
        plan been determined consistent with SFAS No. 123, net earnings and net earnings per common share would have been as follows: | 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

| |  |  |  |  |                    |  |  |                   | 
| |  |  |  |  | ------------------ |  |  | ----------------- | 
| |  |  |  |  | Three Months Ended |  |  | Nine Months Ended | 
| |  |  |  |  | September 30,      |  |  | September 30,     | 

| |  |                                |  |   | 2003   |   |   | 2002   |   |   | 2003   |   |   | 2002  
| |  | ------------------------------ |  | - | ------ | - | - | ------ | - | - | ------ | - | - | ------
| |  | Net earnings, as reported      |  | $ | 19,345 |   | $ | 24,658 |   | $ | 71,961 |   | $ | 89,514
| |  |                                |  |   |        |   |   |        |   |   |        |   |   |       
| |  | Add: Stock-based employee      |  |   |        |   |   |        |   |   |        |   |   |       
| |  | compensation expense, included |  |   |        |   |   |        |   |   |        |   |   |       
| |  | in reported net earnings,      |  |   |        |   |   |        |   |   |        |   |   |       
| |  | net of related tax benefit     |  |   | -      |   |   | -      |   |   | -      |   |   | -     
| |  |                                |  |   |        |   |   |        |   |   |        |   |   |       
| |  | Deduct: Total stock-based      |  |   |        |   |   |        |   |   |        |   |   |       
| |  | employee compensation expense  |  |   |        |   |   |        |   |   |        |   |   |       
| |  | determined under fair value    |  |   |        |   |   |        |   |   |        |   |   |       
| |  | based method for all awards,   |  |   |        |   |   |        |   |   |        |   |   |       
| |  | net of tax benefit             |  |   | (1,393 | ) |   | (1,323 | ) |   | (4,169 | ) |   | (3,969
| |  |                                |  |   |        |   |   |        |   |   |        |   |   |       
| |  | Net earnings, pro forma        |  | $ | 17,952 |   | $ | 23,335 |   | $ | 67,792 |   | $ | 85,545
| |  |                                |  |   |        |   |   |        |   |   |        |   |   |       

| |  | Earnings per share:   |  |   |      |  |   |      |  |   |      |  |   |      |  | 
| |  | --------------------- |  | - | ---- |  | - | ---- |  | - | ---- |  | - | ---- |  | 
| |  | Basic - as reported   |  | $ | 0.35 |  | $ | 0.44 |  | $ | 1.29 |  | $ | 1.61 |  | 
| |  | Basic - pro forma     |  | $ | 0.32 |  | $ | 0.42 |  | $ | 1.22 |  | $ | 1.54 |  | 
| |  |                       |  |   |      |  |   |      |  |   |      |  |   |      |  | 
| |  | Diluted - as reported |  | $ | 0.34 |  | $ | 0.44 |  | $ | 1.28 |  | $ | 1.59 |  | 
| |  | Diluted - pro forma   |  | $ | 0.32 |  | $ | 0.42 |  | $ | 1.22 |  | $ | 1.52 | 
| |  |                       |  |   |      |  |   |      |  |   |      |  |   |      |  | 

|(5) |  | The Company has provided lease guarantees for some independent  dealers opening stores under specific  arrangements for certain
        of the Companys  operating units (e.g.  Thomasville or Drexel Heritage).  The lease guarantees range from one to fifteen years
        and generally  require the Company to make lease payments in the event of default by the dealer.  In the event of default,  the
        Company has the right to assign or assume the lease.  The total future lease  payments  guaranteed  at September  30, 2003 were
        $83,304. The Company believes the risk of significant loss from these lease guarantees is remote. | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

---

|Item 2. |  |  | Managements Discussion and Analysis of
Results of Operations and Financial Condition | 
|------- |  |  | ------------------------------------------------------------------------------------- | 

RESULTS
OF OPERATIONS

Furniture Brands International, Inc.
(referred to herein as the Company) is one of the largest manufacturers of
residential furniture in the United States. The Company has four primary operating
subsidiaries: Broyhill Furniture Industries, Inc.; Lane Furniture Industries, Inc.;
Thomasville Furniture Industries, Inc., and HDM Furniture Industries, Inc. (which
includes the operations of Henredon, Drexel Heritage and Maitland-Smith).

Comparison of Three Months and Nine
Months Ended September 30, 2003 and 2002

Selected financial information for
the three months and nine months ended September 30, 2003 and September 30, 2002 is
presented below: (Dollars in millions except per share data)

|                         | Three Months Ended
|------------------------ | ------------------
|
|
|
|Net sales                |                   
|Earnings from operations |                   
|Interest expense         |                   
|Income tax expense       |                   
|Net earnings             |                   
|Net earnings per common  |                   
|share - diluted          |                   
|                         |                   
|Gross profit (1)         |                   

|                         | Nine Months Ended
|------------------------ | -----------------
|
|
|
|Net sales                |                  
|Earnings from operations |                  
|Interest expense         |                  
|Income tax expense       |                  
|Net earnings             |                  
|Net earnings per common  |                  
|share - diluted          |                  
|                         |                  
|Gross profit (1)         |                  

|(1) |  | The
Company believes that gross profit provides useful information regarding a companys
financial performance.  Gross profit has been calculated by subtracting  cost of
operations and the portion of  depreciation  associated with cost of goods sold from
       net sales.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                              | Three Months Ended | Nine Months Ended
|----------------------------- | ------------------ | -----------------
|
|
|Net sales                     |                    |                  
|Cost of operations            |                    |                  
|Depreciation (associated with |                    |                  
|cost of goods sold)           |                    |                  
|Gross profit                  |                    |                  

Net sales for the three months ended
 September 30, 2003 were $557.4  million,  compared to $563.2 million in the three months
ended    September 30, 2002, a decrease of $5.8 million or 1.0%.  For the nine months
ended  September 30, 2003,  net sales  decreased  $51.3    million or 2.8%, to $1,750.9
 million from $1,802.2 million for the nine months ended September 30, 2002. The sales
decrease for the    three months and nine months ended September 30, 2003 continued to
reflect the soft business  environment the residential  furniture    industry has been
 experiencing for three years.  This environment  improved  somewhat toward the end of
the quarter  resulting in a    modest decline in sales for the three month period.

---

Earnings from  operations for the
three months ended September 30, 2003 and September 30, 2002 were $34.6 million and $42.7
million,    respectively.  As a percentage of net sales,  earnings from  operations for
the three months ended  September 30, 2003 and September    30, 2002 were 6.2% and 7.6%,
 respectively.  For the nine months ended  September  30, 2003 and  September  30, 2002,
 earnings from    operations  were $125.9 million and $152.3 million,  respectively.
 Earnings from operations for the nine months ended September 30,    2003 and September
30, 2002 were 7.2% and 8.5% of net sales,  respectively.  The sales shortfall from the
prior year,  together with    extensive  domestic plant down-time to control and reduce
inventory levels coupled with the inefficiencies of closing two major case    goods
plants,  negatively impacted the Company's earnings  performance in the three months and
nine months ended September 30, 2003.    Operating  expenses for the nine months ended
 September 30, 2003 were also  negatively  impacted by higher pension expense of about
   $3.7 million, arising out of the change in certain defined benefit plan pension
assumptions year-over-year.

Interest  expense  totaled  $4.7
 million  and $14.6  million  for the three  months  and nine  months  ended  September
 30,  2003,    respectively,  compared to $5.4 million and $16.5 million for the prior
year comparable  periods.  The decrease in interest  expense    during the periods
resulted from both lower long-term debt levels and lower interest rates.

The  effective  income tax rates
were  36.3% and 35.6% for the three  months  ended  September  30,  2003 and  September
 30,  2002,    respectively,  and 36.6% and 35.5% for the nine months ended September 30,
2003 and September 30, 2002, respectively.  The effective    income tax rates for the
three months and nine months ended  September 30, 2003 were  adversely  impacted by
higher  provisions  for    state and local income taxes compared to the prior year
periods.

Net  earnings  per  common  share
for basic and  diluted  were  $0.35 and $0.34  for the three  months  ended  September
 30,  2003,    respectively,  compared with $0.44 and $0.44 for the same period last
year,  respectively.  For the nine months ended  September 30,    2003 and September 30,
2002, net earnings per common share for basic and diluted were $1.29 and $1.28,
 respectively,  and $1.61 and    $1.59,  respectively.  Average common and common
 equivalent  shares  outstanding used in the calculation of net earnings per common
   share on a basic and diluted basis were 55,768,000 and 56,425,000,  respectively, for
the three months ended September 30, 2003, and    55,629,000 and  56,176,000,
 respectively,  for the three months ended  September 30, 2002. For the nine months ended
 September 30,    2003 and September 30, 2002,  average common and common  equivalent
 shares  outstanding used in the calculation of net earnings per    common share on a
basic and diluted basis were 55,707,000 and 56,197,000, respectively, and 55,461,000 and
56,458,000, respectively.

---

FINANCIAL CONDITION

Working Capital

Cash and cash equivalents at
September 30, 2003 amounted to $27.1 million,  compared with $15.1 million at December
31, 2002. During    the nine months ended  September 30, 2003,  net cash  provided by
operating  activities  totaled  $112.2  million,  net cash used by    investing
activities totaled $30.5 million and net cash used by financing activities totaled $69.7
million.

Working  capital was $668.2 million
at September 30, 2003,  compared with $652.1 million at December 31, 2002. The current
ratio was    4.4-to-1 at September 30, 2003, compared to 4.3-to-1 at December 31, 2002.

Financing Arrangements

As of September 30, 2003, long-term
debt consisted of the following in millions:

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

To meet short-term  capital and
other financial  requirements,  the Company maintains a $550.0 million  (voluntarily
 reduced by the    Company from $630.0  million as of  September  26, 2003)  revolving
 credit  facility  with a group of financial  institutions.  The    revolving  credit
 facility  allows for the issuance of letters of credit and cash  borrowings.  Letter of
credit  outstandings  are    limited to no more than $150.0 million,  with cash
borrowings  limited only by the facilitys  maximum  availability less letters of
   credit  outstanding.  On September 30, 2003,  there were $300.0  million in cash
 borrowings  and $28.5 million in letters of credit    outstanding.

The  facility  requires the Company
to meet  certain  financial  covenants  including a minimum  consolidated  net worth and
maximum    leverage ratio. As of September 30, 2003, the Company was in compliance with
all financial covenants.

Cash  borrowings  under the
 revolving  credit  facility  bear  interest  at a base rate or at an adjusted
 Eurodollar  rate plus an    applicable margin which varies,  depending upon the type of
loan the Company executes.  The applicable margin over the base rate and    Eurodollar
rate is subject to adjustment  based upon achieving  certain credit  ratings.  At
September 30, 2003,  loans  outstanding    under the revolving  credit facility
 consisted of $300.0 million based on the adjusted  Eurodollar  rate, which in
conjunction with    the interest rate swaps (used to hedge $300.0 million of the floating
rate debt), have a weighted average interest rate of 5.73%.

The Company  believes that cash
generated from operations,  together with its revolving  credit  facility,  will be
adequate to meet    liquidity requirements for the foreseeable future.

---

Recently Issued Statements of
Financial Accounting Standards

In December 2002, the Financial
 Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 148    Accounting for Stock-Based  Compensation - Transition and Disclosure,
 an amendment of Statement of Financial  Accounting  Standards    No.  123.  SFAS No. 148
 provides  alternative  methods of  transition  for a  voluntary  change to the fair
value  based  method of    accounting for stock-based employee  compensation.  In
addition,  SFAS No. 148 requires prominent  disclosures in interim as well as    annual
financial statements about the method of accounting for stock-based  employee
 compensation and the effect of the method used    on reported net income.  SFAS No. 148
is effective for fiscal years ending after December 15, 2002. The Company plans to
continue to    account for stock-based employee  compensation under the intrinsic value
based method and to provide disclosure of the impact of the    fair value based method on
reported earnings.

In May 2003, the FASB issued SFAS
No.  150-Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and    Equity.  This  statement  requires that an issuer  classify  financial
 instruments  that are within its scope as a liability.  This    statement  was  adopted
 by the  Company on July 1, 2003 and  management  does not  believe  it will have a
 material  impact on the    Companys consolidated financial statements.

OUTLOOK

The Companys order trends since the
middle of August have been mixed, but are generally positive.  The positive order trends
in the    second half of August and the first half of September  moderated somewhat in
late September,  but the Company saw positive trends in    the month of  October.
 Consequently,  the Company  believes  it will  achieve the fourth  quarter  sales
 performance  in the range    anticipated.

The Company continues to address its
cost structure and has elected to accelerate some manufacturing  reorganization  efforts
it was    planning to undertake  in 2004 and the  disposal of certain  assets.  While
some of the  expenses of closing or  reorganizing  these    operations  will be  incurred
 and  recorded  in 2004,  the  Company  plans to record in the fourth  quarter  non-cash
 fixed  asset    write-downs  to  reflect  its best  estimates  of  realizable  value
 given  its  faster  disposal  efforts  and the glut of  excess    manufacturing
 facilities on the market today.  These asset  write-downs  and  reorganizational
 efforts will impact fourth  quarter    results.  As a result, the Company is currently
 projecting earnings per share of $0.38 to $0.42 for the fourth quarter and $1.66 to
   $1.70 for the full year.

Capital  expenditures are forecasted
at $37.0 - $42.0 million for 2003, with  depreciation  expense  anticipated to be
approximately    $52.0 million.  Selling,  general and  administrative  expenses for the
year are expected to be 18.00% - 18.50% of net sales.  Based    upon current interest
rates and long-term debt  outstanding at September 30, 2003,  interest expense is
expected to be approximately    $20.0 million for 2003.

FORWARD-LOOKING STATEMENTS

The Company herein has made
forward-looking  statements within the meaning of the safe harbor provisions of the
Private Securities    Litigation Reform Act of 1995. These  forward-looking  statements
include the Companys expected sales,  earnings per share,  profit    margins,  and cash
flows, the effects of certain  manufacturing  realignments and other business
 strategies,  the prospects for the    overall business environment and other statements
containing the words expects, anticipates,  estimates, believes, and words    of
similar import. The Company cautions investors that any such forward-looking  statements
are not guarantees of future performance    and that certain factors may cause actual
results to differ materially from those in the  forward-looking  statements.  Such
factors    include, but are not limited to: changes in economic conditions;  loss of
market share due to competition;  failure to anticipate or    respond to changes in
consumer taste and fashion trends;  failure to achieve projected sales;  business
failures of large customers;    distribution and manufacturing  realignments and cost
savings programs;  increased reliance on offshore (import) sourcing of various
   products;  fluctuations in the cost,  availability and quality of raw materials;
 product liability  uncertainty;  and impairment of    goodwill and other  intangible
 assets.  Other risk factors may be listed from time to time in the Companys  future
public releases    and SEC reports.  Please refer to the Companys  Annual Report on Form
10-K for a more detailed  explanation  of the Companys  risk    factors.

|Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk
|------- |  | ----------------------------------------------------------

The Company is exposed to market
risk from changes in interest rates.  The Companys  exposure to interest rate risk
consists of its    floating rate  revolving  credit  agreement.  This risk is managed
using  interest rate swaps to fix $300.0 million of the Companys    floating rate
long-term debt. Based upon the Companys  long-term debt balance at September 30,
2003, any increase in interest rates    would have no impact on the Companys net
earnings.

|Item 4. |  | Controls and Procedures
|------- |  | -----------------------

|(a) |  | The
Companys chief executive  officer and chief financial officer have concluded that
the Companys  disclosure  controls and          procedures  are effective  based on
their  evaluation of these  controls and procedures as of the end of the period covered
by          this report.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | No
change in the Companys  internal  control over  financial  reporting has occurred
 during the Companys most recent fiscal          quarter that has materially
 affected,  or is reasonably  likely to materially  affect,  the Companys  internal
 control over          financial reporting.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

PART II OTHER
INFORMATION

|Item 5. |  | Other Information                                                                                                                                                                                      
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                        
|        |  | On September
19, 2003 the Company announced that Furniture Brands and Haverty Furniture Company, Inc. will end their strategic alliance relationship, formed in February 1998, as of December
31, 2003.
|        |  |                                                                                                                                                                                                        
|        |  | On October
31, 2003 the Company announced that Highland House, a division of Thomasville Furniture Industries, Inc., will cease operations at the end of 2003.                                         

|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------

|    |  |    
|--- |  | ---
|(a) |  | 31.
|    |  | 32.

|(b) | A Form 8-K was filed on July 24, 2003 announcing  second quarter  operating  results and projections of third quarter and full
      year  earnings  per share.  A Form 8-K was filed on  September  11,  2003  announcing  projections  of third quarter  and full year  earnings  per  share.  A Form 8-K was filed on October  28,  2003  announcing  third
                           quarter and first nine months of 2003 operating results,  projections for fourth quarter and full year earnings per share and the  commencement of a cash dividend  program with an initial rate of $0.50 per common share on an
                           annual basis.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

SIGNATURE

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.

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

Date:    November 12, 2003