<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to __________________
Commission file number 1-4682
------
THOMAS & BETTS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee* 22-1326940
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S.Employer)
incorporation or organization) Identification No.)
1555 Lynnfield Road, Memphis, Tennessee 38119
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(901) 682-7766
- ------------------------------------------------------------------------------
(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
----- ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock - No Par Value 40,313,431
- ---------------------------- ----------------------------
(Title of each class) (Outstanding at May 1, 1996)
* State of incorporation was changed from New Jersey to Tennessee effective
May 2, 1996.
<PAGE> 2
THOMAS & BETTS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. Financial Information:
Consolidated Balance Sheet -
March 31, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statement of Earnings - Quarters
Ended March 31, 1996 and April 2, 1995 . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statement of Cash Flows - Quarters
Ended March 31, 1996 and April 2, 1995 . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
THOMAS & BETTS CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 56,689 $ 44,411
Marketable securities 62,353 60,638
Receivables, net 222,555 186,585
Inventories:
Finished goods 123,601 103,328
Work in process 41,508 31,159
Raw materials 90,943 77,373
---------- ----------
256,052 211,860
Deferred income taxes 25,084 19,486
Prepaid expenses 8,506 4,635
---------- ----------
Total Current Assets 631,239 527,615
Property, plant and equipment, at cost 698,178 615,444
less accumulated depreciation 282,905 277,263
---------- ----------
Net property, plant and equipment 415,273 338,181
Intangible assets - net 460,172 314,423
Investments and other assets 120,222 79,163
---------- ----------
TOTAL ASSETS $1,626,906 $1,259,382
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term bank borrowings $ 37,959 $ 27,518
Current maturities of long-term debt 19,607 19,840
Accounts payable 115,463 110,462
Accrued liabilities 125,105 99,180
Income taxes 17,172 14,700
Dividends payable 11,265 11,221
---------- ----------
Total Current Liabilities 326,571 282,921
Long-term debt 599,699 327,812
Other long-term liabilities 74,260 35,510
Deferred income taxes 14,396 12,565
Shareholders' Equity:
Common stock 20,170 20,086
Additional paid-in capital 171,089 167,015
Retained earnings 420,189 411,984
Unrealized gain on marketable securities 786 786
Foreign currency translation adjustment 1,963 3,997
Cost of treasury stock (2,217) (3,294)
---------- ----------
Total Shareholders' Equity 611,980 600,574
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,626,906 $1,259,382
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended
March 31, April 2,
1996 1995
-------- --------
<S> <C> <C>
Net sales $341,721 $300,473
Costs and expenses:
Cost of sales 232,465 206,930
Marketing, general and administrative 61,787 54,675
Research and development 7,445 5,484
Amortization of intangibles 3,352 2,495
-------- --------
305,049 269,584
-------- --------
Earnings from operations 36,672 30,889
Other expense - net 7,087 5,409
-------- --------
Earnings before income taxes 29,585 25,480
Income taxes 10,105 8,492
-------- --------
Net earnings $ 19,480 $ 16,988
======== ========
Share data:
Net earnings $ 0.48 $ 0.43
======== ========
Cash dividends declared $ 0.28 $ 0.28
======== ========
Average shares outstanding 40,177 39,896
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
THOMAS & BETTS CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended
March 31, April 2,
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 19,480 $ 16,988
Adjustments:
Depreciation and amortization 17,144 14,255
Deferred income taxes 4,444 6,387
Changes in operating assets and liabilities:
Receivables (18,825) (14,639)
Inventories (18,102) (22,015)
Accounts payable (5,982) 2,843
Accrued liabilities (5,643) (11,637)
Income taxes payable 2,560 723
Other (4,870) (493)
-------- --------
Net cash provided by (used in) operating activities (9,794) (7,588)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of businesses (229,170) (11,782)
Purchases of property, plant and equipment (20,952) (19,184)
Proceeds from sale of property, plant and
equipment 48 2,382
Marketable securities acquired (2,760) (12,482)
Proceeds from matured marketable securities 1,045 1,865
Other - 1,147
-------- --------
Net cash provided by (used in) investing activities (251,789) (38,054)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings with
original maturities less than 90 days 15,095 16,812
Proceeds from long-term debt and other
borrowings 274,042 9,819
Repayment of long-term debt and other
borrowings (4,821) (1,556)
Stock options exercised 3,326 350
Cash dividends paid (11,231) (10,979)
-------- --------
Net cash provided by (used in) financing activities 276,411 14,446
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (2,550) 2,142
-------- --------
Net increase (decrease) in cash and cash
equivalents 12,278 (29,054)
Cash and cash equivalents at beginning of
period 44,411 69,671
-------- --------
Cash and cash equivalents at end of period $ 56,689 $ 40,617
======== ========
Cash payments for interest $ 10,501 $ 9,463
-------- --------
Cash payments for taxes $ 4,156 $ 1,111
-------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
THOMAS & BETTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of Management, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary for the fair presentation of the financial position as of
March 31, 1996 and December 31, 1995, and the results of operations and cash
flows for the periods ended March 31, 1996 and April 2, 1995.
2. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Corporation's Annual Report to Shareholders for
the fiscal year ended December 31, 1995. The results of operations for the
periods ended March 31, 1996 and April 2, 1995 are not necessarily indicative
of the operating results for the full year.
3. EARNINGS PER SHARE: Earnings per share is computed by dividing net earnings
by the weighted average number of shares of common stock outstanding during the
reporting period. The effect on earnings per share resulting from the assumed
exercise of outstanding stock options is not material.
4. COMMON STOCK SPLIT: All share and per share amounts reflect a two-for-one
stock split distributed April 9, 1996.
5. ACQUISITIONS AND DIVESTITURES: On January 2, 1996, the Corporation acquired
all the outstanding stock of Amerace Corporation for $220.6 million in cash.
Amerace is a manufacturer of electrical products for utility and industrial
markets; its most significant products are underground power and distribution
connectors sold under its Elastimold brand name. This acquisition was
accounted for using the purchase method of accounting. The aggregate purchase
price, which is subject to certain adjustments, has been tentatively allocated
to the acquired assets of Amerace based on their respective fair values with
the excess of $147.4 million allocated to goodwill. The goodwill is being
amortized on a straight-line basis over 40 years.
Acquired assets of Amerace expected to be disposed of as a result of the
integration of the operations of Amerace into those of the Corporation have
been recorded at their estimated net realizable value after consideration of
their use prior to disposal; such assets are not considered to be material to
the financial position of the Corporation.
6
<PAGE> 7
Results of operations of Amerace after the acquisition date are included in
the Consolidated Statement of Earnings. If the acquisition and its financing
had occurred at the beginning of 1995, management estimates that on an
unaudited pro forma basis, net sales, net earnings and net earnings per share
would have been $338.0 million, $18.5 million and $0.46, respectively, for the
first quarter ended April 2, 1995. These pro forma results have been prepared
for comparative purposes only and are not necessarily indicative of the
combined results of operations which would have resulted had the acquisition
taken place on January 2, 1995, nor are they necessarily indicative of results
of operations for any future period.
On January 5, 1996, the Corporation acquired certain assets (primarily
inventories and equipment) from Bowers Manufacturing Corporation relating to
the manufacture, sale and distribution of metallic and non-metallic electrical
outlet boxes and surface raceway systems for $8.5 million in cash. This
acquisition was accounted for using the purchase method of accounting.
Subsequent to the end of the first quarter, on May 14, 1996, the Corporation
sold most of the assets of the Hendrix Wire & Cable business of Amerace
Corporation to a member of The Marmon Group for $20.0 million in cash. No gain
or loss was recorded as a result of this sale.
6. REINCORPORATION: On May 1, 1996, the shareholders approved a proposal to
change the Corporation's state of incorporation from New Jersey to Tennessee.
The reincorporation became effective May 2, 1996, and at that time each
outstanding share of Common Stock, par value of $0.50, was automatically
converted into one share of Common Stock, no par value. This will be reflected
in the Corporation's balance sheet effective May 2, 1996.
7. POOLINGS: The Corporation's 1995 quarterly financial statements have been
restated to include the results of E. K. Campbell Company, a July 1995
acquisition, and Catamount Manufacturing, Inc., an October 1995 acquisition,
both accounted for using the pooling of interest method of accounting.
8. RECLASSIFICATION: In 1996, outbound freight expense has been classified as a
reduction of sales to conform the Corporation's presentation method to one that
is more prevalent in its industry. Corresponding 1995 amounts previously
classified as "marketing, general and administrative expenses" have been
reclassified to conform to the 1996 method of presentation.
9. SFAS NO. 121, "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF": Effective January 1, 1996, the
Corporation adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 121. This Statement requires that long-lived assets and
certain identifiable intangibles be reviewed for impairment whenever events or
circumstances indicate that the carrying amount of these assets may not be
recoverable. Because the Corporation completed a thorough review of its
operations as part of a third-quarter 1994 restructuring, the effects
of adopting this standard were not significant.
7
<PAGE> 8
10. SFAS NO. 123, "ACCOUNTING FOR STOCK-BASED COMPENSATION": The
Corporation elected to continue to account for its stock-based compensation to
employees using the intrinsic-value-based method prescribed by Accounting
Principles Board (APB)Opinion No. 25, "Accounting for Stock Issued to
Employees" rather than the fair-value-based method defined by SFAS No. 123.
8
<PAGE> 9
THOMAS & BETTS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
QUARTERLY COMPARISON
Thomas and Betts had record quarterly sales and record first-quarter
earnings for the period ended March 31, 1996.
Sales increased 14 percent to $341,721,000 from $300,473,000 in the
first quarter of 1995. Earnings rose 15 percent, to $19,480,000, or $0.48 per
share, from $16,988,000, or $0.43 per share, in last year's first quarter. All
per share amounts reflect the two-for-one stock split distributed April 9,
1996.
On a consolidated basis, the 14 percent increase in sales was due to
increased volume in existing operations and the January 1996 acquisitions of
Amerace Corporation and certain assets of Bowers Manufacturing Corporation.
Pricing and currency impacts were negligible. Total sales outside the U.S.
represented 24 percent of consolidated first quarter sales in 1996 and 1995.
Worldwide sales of Electrical Construction and Maintenance Components
were flat compared to particularly strong sales in the first quarter of 1995.
Net acquisition/divestiture activity reduced sales in this segment by 2 percent
as the lost revenue stream due to the Electripak divestiture in September 1995
was only partially offset by incremental sales from the Bowers acquisition.
While severe winter weather hampered sales in January and February, growth
resumed in March with electrical distributors experiencing improved sales over
the previous two months.
Worldwide Electronic/OEM Components sales rose 16 percent in the first
quarter as compared to the first quarter of 1995, with most of the increase
coming from product lines obtained in the acquisition of Amerace Corporation.
Volume in existing products was also up strongly due to increased sales in
automotive markets in Europe and computer markets in the Pacific region.
Other Products' segment sales rose 36 percent over the comparable
period last year primarily due to the inclusion of sales from the Elastimold
product lines obtained in the Amerace acquisition. Solid sales gains were
also registered in utility structures, utility components and telecommunication
components.
Consolidated gross margin of 32.0 percent for the first quarter was
nearly one percentage point better than the 1995 first quarter margin of 31.1
percent due to cost reductions from restructuring, higher returns from Amerace
businesses and the divestiture of the lower-margin Electripak product lines.
Consolidated marketing, general and administrative expenses as a percent
9
<PAGE> 10
of sales improved to 18.1 percent in the first quarter of 1996 as compared to
18.2 percent in the first quarter of 1995 due to productivity gains in
marketing and sales administration realized from the acquisition of the Amerace
businesses. Consolidated research and development expenses increased to 2.2
percent of sales from 1.8 percent in last year's first quarter due to the
relatively higher spending in the Amerace product lines.
Intangibles' amortization expense increased $0.9 million versus the
first quarter of 1995 due to the amortization of the goodwill resulting from
the Amerace acquisition, and other expense-net increased $1.7 million due to
higher interest expense resulting from the debt incurred for the Amerace
acquisition, partially offset by Amerace's joint venture income.
The effective tax rate of 34.2 percent in the first quarter was about
1 percentage point higher than last year's first-quarter rate because of
non-deductible goodwill attributable to the acquisition of Amerace, Amerace's
higher consolidated state tax rate and its lack of lower-tax-rate Puerto Rican
operations.
LIQUIDITY AND CAPITAL RESOURCES
In January 1996, the Corporation completed the sale of $150.0 million
of 10-year, 6.50 percent senior notes. The net proceeds from the sale of these
securities were used to reduce borrowings under the Corporation's credit
facility incurred to finance the acquisition of Amerace Corporation.
The Corporation has access to funds made available under a $500.0 million
revolving credit facility which expires in March, 2000. The Corporation
continues to fund its capital and operating needs with cash flows from
operations augmented by borrowing under this credit facility and from other
sources.
Net cash used for operating activities of $9.8 million in the first
quarter reflects increased investment in receivables and inventories required
by sales growth, lower payable balances and payment of volume-related and
performance-related incentives. Capital spending in the first quarter was
$21.0 million for continuing investments in manufacturing and service
improvements. The Amerace and Bowers acquisitions in January 1996 required
$229.2 million of cash and the quarterly dividend payment used an additional
$11.2 million.
RESTRUCTURING
Activities related to the $79.0 million restructuring charge taken in
1994 generally proceeded as anticipated during the quarter. During the first
quarter of 1996, the Corporation expended $2.2 million of the cash portion of
the restructuring reserve primarily for severance and other employee benefits,
and $2.1 million of the non-cash portion of the reserve for disposal of assets.
Total charges applied to the restructuring reserve through the end of the first
quarter 1996 were $27.5 million for cash spending activities and $34.5 million
for non-cash activities.
The $11.3 million remaining reserve for cash restructuring activities
is
10
<PAGE> 11
for severance and other employee benefits and for environmental clean-up and
carrying costs for closed facilities, and it is expected to be spent during the
balance of 1996 and thereafter. The $5.7 million remaining reserve for
non-cash restructuring activities is expected to be consumed during the balance
of 1996 to write down the carrying values of plant, equipment and inventory at
facilities to be closed or realigned and to dispose of products to be
discontinued. Anticipated total proceeds from these disposals are not expected
to be significant. The reserves remaining at March 31, 1996 are believed to be
adequate for the purposes for which they were established.
11
<PAGE> 12
PART II. OTHER INFORMATION
THOMAS & BETTS CORPORATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None during the quarter ended March 31, 1996; however, see Note 6
regarding a change in state of incorporation from New Jersey to
Tennessee effective May 2, 1996.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
(a) FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q and in written and oral
statements made by the Corporation ("T&B") may constitute "forward-
looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The words "believe", "expect" and "anticipate"
and similar expressions identify forward-looking statements. Although
these statements reflect the Corporation's current views with respect
to future events and financial performance, they are subject to many
uncertainties and factors relating to the Corporation's operations and
business environment which may cause the actual results of the
Corporation to be materially different from any future results
expressed or implied by such forward-looking statements.
Examples of such uncertainties include, but are not limited to:
changes in customer demand for various T&B products that could affect
its overall product mix, margins, plant utilization levels and asset
valuations; economic slowdown in the U.S. (contrary to T&B's
expectations of continued economic growth in the second half of 1996)
or economic slowdowns in T&B's major offshore markets, including
Canada, Western Europe (particularly Germany and the U.K.), Japan, and
Taiwan; effects of significant changes in monetary and fiscal policies
in the U.S. and abroad which could result in currency fluctuations in
the Canadian dollar, German mark and Japanese yen; inflationary
pressures which could raise interest rates and
12
<PAGE> 13
consequently T&B's cost of funds; unforeseen difficulties in
completing identified restructuring actions begun in 1994, including
disposal of idle facilities, geographic shifts of production locations
and integration of new distribution facilities; availability and
pricing of commodities and materials needed for production of T&B's
products, including steel, copper, zinc, aluminum and plastic resins;
increased downward pressure on selling prices for T&B's products;
unforeseen difficulties arising from the integration of acquired
businesses with T&B's operations; changes in financial results and
consequently in equity income from T&B's equity investments in Taiwan,
Japan, Belgium and the U.S.; changes in environmental regulation and
policies that could impact projections of remediation expenses;
significant changes in governmental policies domestically and abroad
that could create trade restrictions, patent enforcement issues, tax
rate changes and changes in tax treatment of such items as tax credits,
withholding taxes, transfer pricing and other income and expense
recognition for tax purposes, including changes in taxation on income
generated in Puerto Rico.
The Corporation does not, by making any forward-looking
statements, undertake any obligation to update them (whether as a
result of new information, future events or otherwise).
(b) RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
For the
Quarter For the Years Ended
Ended -------------------------------------------------
March 31, Dec. 31, Jan. 1, Jan. 2, Dec. 31, Dec. 31,
1996 1995 1995 1994 1992 1991
-------- ------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges(1) 3.1x 4.0x .96x 2.6x 2.2x 4.3x
</TABLE>
__________________
(1) The ratio of earnings to fixed charges represents the number of times
fixed charges are covered by earnings from continuing operations. For
purposes of computing this ratio, earnings consist of earnings from
continuing operations before income taxes, plus fixed charges less
capitalized interest and less undistributed earnings from less than 50
percent owned persons. Fixed charges consist of interest expense and
such portion of rental expense which the Corporation estimates to be
representative of the interest factor attributable to such rental
expense. See Exhibit 12.
13
<PAGE> 14
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits
(12) Computation of Ratio of Earnings to Fixed Charges.
(27) Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
(1) Forms 8-K and 8-K/A dated January 17, 1996 and
January 22, 1996, reporting the acquisition of
Amerace Corporation by the Corporation.
(2) Form 8-K, dated February 12, 1996, reporting the
Corporation's 1995 earnings release.
14
<PAGE> 1
EXHIBIT 12
THOMAS & BETTS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Quarter For the Years Ended
Ended -----------------------------------------------------
March 31, Dec 31, Jan. 1, Jan. 2, Dec. 31, Dec. 31,
1996 1995 1995 1994 1992 1991
------- -------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Earnings from
continuing operations
before income taxes $29,585 $117,170 $ 494 $59,942 $52,983 $55,465
Add:
Interest on
indebtedness 10,698 28,299 26,852 30,247 33,405 12,752
Amortization of
debt expense 337 1,364 1,133 1,062 2,538 -
Portion of rents
representative of
the interest factor 2,065 7,920 7,377 7,011 6,515 3,816
Deduct:
Interest capitalized
and undistributed earnings
from less than 50
percent owned persons (2,168) (2,848) (1.863) - - (376)
------- -------- ------- ------- ------- -------
Earnings
as adjusted $40,517 $151,905 $33,993 $98,262 $95,441 $71,657
======= ======== ======= ======= ======= =======
Fixed charges:
Interest on
indebtedness 10,698 28,299 26,852 30,247 33,405 12,752
Amortization of
debt expense 337 1,364 1,133 1,062 2,538 -
Portion of rents
representative of
the interest factor 2,065 7,920 7,377 7,011 6,515 3,816
------- -------- ------- ------- ------- -------
Total fixed charges $13,100 $ 37,583 $35,362 $38,320 $42,458 $16,568
======= ======== ======= ======= ======= =======
Ratio of earnings
to fixed charges 3.1x 4.0x .96x 2.6x 2.2x 4.3x
======= ======== ======= ======= ======= ======
</TABLE>
The ratio for the year ended January 1, 1995 of .96x, was inadequate to cover
fixed charges by $1,369. This was due to a provision for restructured
operations of $79,011 provided in the third quarter of 1994.
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 56,689
<SECURITIES> 62,353
<RECEIVABLES> 228,465
<ALLOWANCES> (5,910)
<INVENTORY> 256,052
<CURRENT-ASSETS> 631,239
<PP&E> 698,178
<DEPRECIATION> (282,905)
<TOTAL-ASSETS> 1,626,906
<CURRENT-LIABILITIES> 326,571
<BONDS> 599,699
0
0
<COMMON> 20,170
<OTHER-SE> 591,810
<TOTAL-LIABILITY-AND-EQUITY> 1,626,906
<SALES> 341,721
<TOTAL-REVENUES> 341,721
<CGS> 232,465
<TOTAL-COSTS> 72,584
<OTHER-EXPENSES> (1,298)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,385
<INCOME-PRETAX> 29,585
<INCOME-TAX> 10,105
<INCOME-CONTINUING> 19,480
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,480
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
