______________________________________________________________________________
______________________________________________________________________________
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 JULY 5, 1998,
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_______________ TO _______________.
Commission file number: 1-4682
THOMAS & BETTS CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 22-1326940
(State of Incorporation) (I.R.S. Employer Identification No.)
8155 T & B Boulevard
Memphis, Tennessee 38125
(Address of principal executive offices) (Zip Code)
(901) 252-8000
(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 - $0.10 Par Value Outstanding Shares at August 12, 1998
(Title of each Class) 56,730,919
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THOMAS & BETTS CORPORATION
Consolidated Balance Sheet
(In thousands)
July 5, December 28,
1998 1997
ASSETS (Unaudited) (Audited)
Current Assets:
Cash and cash equivalents $ 21,147 $ 45,225
Marketable securities 66,268 52,382
Receivables, net 375,917 293,722
Inventories:
Finished goods 214,283 157,136
Work-in-process 82,120 67,726
Raw materials 139,921 177,739
436,324 402,601
Deferred income taxes 35,419 43,452
Prepaid expenses 12,289 9,090
Total Current Assets 947,364 846,472
Property, plant and equipment 1,134,469 1,082,309
Less accumulated depreciation 533,080 508,257
Property, plant and equipment - net 601,389 574,052
Intangible assets - net 558,556 506,225
Investments in unconsolidated companies 132,520 127,706
Other assets 42,406 39,833
TOTAL ASSETS $2,282,235 $2,094,288
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term bank borrowings $ 35,368 $ 37,383
Current maturities of long-term debt 4,836 5,256
Accounts payable 222,872 226,542
Accrued liabilities 133,219 142,974
Income taxes 36,456 45,678
Dividends payable - 15,401
Total Current Liabilities 432,751 473,234
Long-term debt 692,284 503,077
Other long-term liabilities 89,051 92,206
Deferred income taxes 24,389 26,467
Shareholders' Equity:
Common stock 5,673 317,143
Additional paid-in capital 320,813 -
Retained earnings 733,601 689,280
Accumulated other comprehensive income (9,864) (2,198)
Unearned compensation (6,463) (4,921)
Total Shareholders' Equity 1,043,760 999,304
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,282,235 $2,094,288
Note: Amounts have been restated to include the July 2, 1998 acquisition
of Telecommunications Devices, Inc., accounted for as a pooling of
interests.
See accompanying notes to consolidated financial statements.
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THOMAS & BETTS CORPORATION
Consolidated Statement of Earnings
(In thousands except per share data)
(Unaudited)
Quarter Ended Six Months Ended
July 5, June 29, July 5, June 29,
1998 1997 1998 1997
Net sales $553,318 $581,153 $1,097,974 $1,130,440
Costs and expenses:
Cost of sales 382,682 404,133 763,996 791,488
Marketing, general and
administrative 85,096 89,775 173,208 179,478
Research and development 12,060 14,588 24,827 27,133
Amortization of intangibles 4,115 4,205 8,497 8,621
483,953 512,701 970,528 1,006,720
Earnings from operations 69,365 68,452 127,446 123,720
Income from unconsolidated
companies 6,125 3,158 14,652 6,365
Other expense - net (16,605) (12,492) (29,461) (24,253)
Earnings before income taxes 58,885 59,118 112,637 105,832
Income taxes 17,342 18,919 33,791 33,937
Net earnings $ 41,543 $ 40,199 $ 78,846 $ 71,895
Net earnings per share:
Basic $ 0.73 $ 0.72 $ 1.39 $ 1.29
Diluted $ 0.73 $ 0.71 $ 1.38 $ 1.28
Average shares outstanding:
Basic 56,709 56,159 56,615 55,943
Diluted 57,191 56,516 57,091 56,270
Cash dividends declared
per share $ 0.28 $ 0.28 $ 0.56 $ 0.56
Note: Amounts have been restated to include the July 2, 1998 acquisition of
Telecommunication Devices, Inc., accounted for as a pooling of
interests.
See accompanying notes to consolidated financial statements.
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THOMAS & BETTS CORPORATION
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
July 5, June 29,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 78,846 $ 71,895
Adjustments:
Depreciation and amortization 48,785 47,508
Deferred income taxes 6,127 987
Changes in operating assets and liabilities:
Receivables (76,243) (44,419)
Inventories (32,366) (5,451)
Accounts payable (7,746) (22,870)
Accrued liabilities (11,607) (13,963)
Income taxes payable (12,360) (359)
Other (15,934) 354
Net cash provided by (used in) operating activities (22,498) 33,682
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of businesses (68,695) (19,326)
Purchases of property, plant and equipment (66,985) (53,382)
Proceeds from sale of property, plant and equipment 4,664 3,469
Marketable securities acquired (25,252) (10,230)
Proceeds from matured marketable securities 11,585 14,225
Net cash provided by (used in) investing activities (144,683) (65,244)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings with
original maturities less than 90 days 1,894 20,605
Proceeds from long-term debt and other
borrowings 199,082 138,610
Repayment of long-term debt and other
borrowings (13,288) (94,276)
Stock options exercised 5,621 18,002
Cash dividends paid (49,926) (31,371)
Net cash provided by financing activities 143,383 51,570
EFFECT OF EXCHANGE RATE CHANGES ON CASH (280) (3,473)
Net increase (decrease) in cash and cash
equivalents (24,078) 16,535
Cash and cash equivalents at beginning of period 45,225 127,180
Cash and cash equivalents at end of period $ 21,147 $143,715
Note: Amounts have been restated to include the July 2, 1998 acquisition of
Telecommunication Devices, Inc., accounted for as a pooling of
interests.
See accompanying notes to consolidated financial statements.
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THOMAS & BETTS CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
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
July 5, 1998 and December 28, 1997, and the results of operations and cash
flows for the three-month and six-month periods ended July 5, 1998 and June
29, 1997.
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 28, 1997. The
results of operations for the periods ended July 5, 1998 and June 29, 1997
are not necessarily indicative of the operating results for a full year.
2. EARNINGS PER SHARE ("EPS")
Basic EPS for each period are computed by dividing net earnings by the
weighted-average number of shares of common stock outstanding during the
period. Diluted EPS for each period are computed by dividing net earnings by
the sum of (1) the weighted-average number of shares outstanding during the
period and (2) the dilutive effect of the assumed exercise of stock options
using the treasury stock method.
The following is a reconciliation of the numerators and denominators of
the per share computations:
Quarter Ended Six Months Ended
July 5, June 29, July 5, June 29,
(In thousands except per share data) 1998 1997 1998 1997
Net earnings $41,543 $40,199 $78,846 $71,895
Average shares outstanding 56,709 56,159 56,615 55,943
Basic EPS $ 0.73 $ 0.72 $ 1.39 $ 1.29
Average shares outstanding 56,709 56,159 56,615 55,943
Plus assumed exercise of
stock options 482 357 476 327
57,191 56,516 57,091 56,270
Diluted EPS $ 0.73 $ 0.71 $ 1.38 $ 1.28
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THOMAS & BETTS CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
3. COMPREHENSIVE INCOME
Total comprehensive income and its components are as follows:
Quarter Ended Six Months Ended
July 5, June 29, July 5, June 29,
(In thousands) 1998 1997 1998 1997
Net earnings $41,543 $40,199 $78,846 $71,895
Foreign currency translation
adjustments (6,023) (891) (7,783) (9,566)
Unrealized holding gains (losses)
on securities 117 106 117 (141)
Comprehensive income $35,637 $39,414 $71,180 $62,188
4. ACQUISITIONS
The Corporation completed three acquisitions during the second quarter
of 1998 for total consideration of approximately $139.7 million consisting of
cash and shares of the Corporation's common stock. Two of the acquisitions
were accounted for under the purchase method of accounting and one was
treated as a pooling of interests. In conjunction with the pooling of
interests, the Corporation's financial statements have been restated to
include the results of the acquired entity for all periods presented except
dividends per share which reflect the Corporation's historical per share
amounts.
5. RESTRUCTURING AND SPECIAL CHARGES
In July, 1998, the Corporation began implementing expense reduction
programs and accelerated plant and product line relocations to lower-cost
regions. In conjunction with these actions, the Corporation expects to
record restructuring and special charges totaling $90 million to $110 million
in the third quarter of 1998.
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Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
RESULTS OF OPERATIONS
The Corporation had record net earnings and earnings per share for the
quarter ended July 5, 1998. Second-quarter 1998 net earnings of $41.5
million rose 3% over prior-year results. Diluted earnings per share (EPS)
for second quarter 1998 were $0.73, an increase of 3% from second quarter
1997 diluted EPS of $0.71.
Net earnings for the first six months of 1998 grew 10%, to $78.8 million
from $71.9 million, and diluted EPS increased to $1.38 per share from $1.28
per share, compared with the same period of 1997. The Corporation restated
results for all periods presented to include the July 2, 1998 acquisition of
Telecommunications Devices, Inc. (TDI), accounted for as a pooling of
interests. Transaction expenses related to that acquisition diluted second
quarter EPS by $0.02. Including the $0.02 dilutive effect related to
transaction expenses incurred, the acquisition had no impact on first-half
diluted EPS.
The deconsolidation of certain lines of automotive business, which were
contributed at year-end 1997 to the Exemplar/Thomas & Betts Electrical
Systems (ET&B) joint venture, reduced reported net sales for the second
quarter. In addition to the deconsolidation, the previously announced,
planned phase-out of a large automotive platform and $6.9 million of foreign
currency shifts negatively impacted second-quarter sales. Adjusting to
exclude the impact of those items, second-quarter sales increased 1% and
six-month sales rose 3% from the respective 1997 periods. Reported net sales
of $553.3 million, reflecting those same three items, were 5% lower than
1997's second quarter sales of $581.2 million. Through six months, 1998 net
sales totaled $1,098 million, 3% below the same period of 1997 due to the
events listed above. Through the first six months of 1998, the Corporation's
sales outside the U.S. were 25.4% of total sales, compared with 23% last year.
The Corporation will adopt the provisions of Statement of Financial
Accounting Standard (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information," at year-end 1998. Implementation of
SFAS No. 131 will not impact the consolidated financial position or results
of operations. Under SFAS No. 131, the Corporation's businesses will be
grouped into segments that are somewhat different from those reported under
the previous accounting standard. To assist users of its financial
information, the Corporation is including voluntary disclosure of sales for
the reportable segments expected to be used under SFAS No. 131.
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The following are net sales by proposed segments (in thousands):
% Change
Quarter Ended Increase/
July 5, 1998 June 29, 1997 (Decrease)
Net Sales
Electrical $263,693 $254,443 4 %
OEM 159,095 192,571 (17)%
Communications 69,643 73,708 ( 6)%
Other 60,887 60,431 1 %
Total $553,318 $581,153 ( 5)%
% Change
Six Months Ended Increase/
July 5, 1998 June 29, 1997 (Decrease)
Net Sales
Electrical $ 513,883 $ 483,319 6 %
OEM 331,798 380,440 (13)%
Communications 138,125 143,768 ( 4)%
Other 114,168 122,913 ( 7)%
Total $1,097,974 $1,130,440 ( 3)%
The new Electrical segment includes sales of electrical connectors,
components and accessories -- primarily fasteners, fittings, connectors,
boxes and covers, metal framing, grounding and lighting -- to worldwide
customers in industrial, commercial, utility, project and general line
markets. Sales of this segment were previously reported primarily in the
Electrical Construction and Maintenance Components segment, with the
exception of sales to utility markets that were previously reported in the
Other Products and Components segment. Sales of this new Electrical segment
grew 4%, to $263.7 million, in the second quarter versus last year's quarter
because of volume gains in the U.S. and Europe.
The OEM segment manufactures and markets electronic connectors and
components for use in high-speed automotive and professional electronics
applications involving miniaturization, surface-mounts, electro-magnetic
interference and multiplexing. This segment includes the sales of recently
acquired TDI. Previously, the Corporation reported sales of this segment as
part of the Electronics/OEM Components segment. Second-quarter sales of the
new OEM segment were 1% lower than the 1997 period if results are adjusted
for sales of certain lines of business contributed to the ET&B joint venture,
sales related to the phased-out automotive platform and unfavorable currency
shifts. On a reported basis, second-quarter segment sales were $159.1
million, 17% lower year over year. Sales in the quarter were hurt by weak
demand from U.S. computer manufacturers, lower prices on connectors sold to
computer manufacturers worldwide, automotive platform delays and model
changeovers and the work stoppage at General Motors.
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The Communications segment manufactures and sells a package of drop-line
hardware, connectors, fasteners, fiber optics, grounding and accessories for
use in cable television, telecommunications and data communications network
applications. Under the previous reporting structure, we included sales to
cable television and data communications markets in the Electronics/OEM
Components segment, and sales to telecommunications customers were accounted
for in the Other Products and Components segment. Sales of the
Communications segment were $69.6 million, 6% below strong prior-year levels,
due to lower demand for broadband and cable-hardware products sold to cable
TV system operators worldwide.
The Corporation cannot classify some of the sales in the aforementioned
three segments. These are primarily sales of steel structures for electrical
transmission and distribution and for power generation and telecommunications
applications and mechanical products, primarily heating units, for heating
and ventilation applications. These sales were previously included in the
Other Products and Components segment. Other sales in the second quarter
totaled $60.9 million, 1% above 1997's level, helped by higher sales of unit
heaters in Europe.
Using the segment classifications that the Corporation employed under
the previous accounting standard, sales of the Electrical Construction and
Maintenance Components increased 2% and 6% year over year in the second
quarter and first half, respectively. Sales of the Other Products and
Components segment were 5% higher in the quarter, but flat on a year-to-date
basis, compared with the same 1997 periods. Electronics/OEM Components
segment sales decreased 16% and 11% in the quarter and first six months,
versus the respective prior-year periods.
Both gross margin and operating margin improved year over year as a
result of actions to lower manufacturing costs and reduce overhead expenses.
The second-quarter 1998 gross margin was 30.8% compared with 1997's 30.5%,
and 1998's operating margin rose to 12.5%, versus 11.8% in 1997's quarter.
Earnings from operations in 1998 are not easily comparable to those of
1997 because of the reclassification of earnings from sales contributed to
the ET&B joint venture. A year-over-year comparison of the sum of earnings
from operations combined with income from unconsolidated companies provides
comparability because it captures the earnings from sales contributed to the
ET&B joint venture in both years. Without adjusting to compensate for the
reclassification change, second-quarter and first-half 1998 earnings from
operations rose 1% and 3%, to $69.4 million and $127.4 million, respectively,
from prior-year periods. The comparable sum of earnings from operations and
income from unconsolidated companies for those same periods increased 5% and
9% year-over-year, to $75.5 million and $142.1 million, respectively.
Second-quarter income from unconsolidated companies rose 94% from the
prior year as a result of the inclusion of the ET&B joint venture earnings
and continued strong equity income from the Corporation's investment in
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Leviton. Other expense-net was $4.1 million higher than last year primarily
due to $2.0 million of acquisition costs associated with TDI and higher
interest expense.
The Corporation now anticipates its tax rate for the year to be 30%,
better than 1997's 31% full-year rate. The Corporation is enjoying the full
benefits of tax planning initiatives implemented during 1997 and some
additional actions taken this year. The second-quarter 1998 effective income
tax rate of 29.5% adjusts the year-to-date effective rate to the full-year
expected rate of 30%. The second-quarter 1998 rate contrasts with a rate of
32% in the same quarter of 1997. The Corporation's effective income tax rate
was 31% for the full-year 1997, with the rate in the second half of 1997
adjusted to achieve the 31% overall rate for the full year.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $22.5 million through the
first six months of 1998. Accounts receivable increased from year-end 1997
as a result of sales volume increases, acquisitions and an extension of
longer terms to selected customers. Inventory levels were higher than
year-end levels to accommodate both higher sales volumes and new product
introductions and to provide additional safety stock as the Corporation moved
product lines from one plant to another to achieve lower manufacturing costs.
Capital expenditures for the first six months totaled $64 million, an
increase of 25% versus the same period of 1997. In part, the higher spending
was due to incremental spending on enhanced information systems. Dividends
paid during the first half of 1998 totaled $50 million for dividends declared
in the fourth quarter of 1997 and in the first and second quarters of 1998.
As of July 5, 1998, marketable securities, cash and equivalents totaled
$87.4 million, compared with $97.6 million as of December 28, 1997. On
July 1, 1998, the Corporation entered into a $300 million five-year revolving
credit agreement and a $200 million one-year revolving credit agreement with
a group of foreign and domestic banks. These agreements replaced an existing
$500 million revolving credit agreement which would have expired on March 29,
2000. As of July 5, 1998, $109 million of commercial paper was outstanding,
which was backed by the revolving credit facilities.
The Corporation has access to over $275 million of funds under
uncommitted credit lines with a variety of banks. Uncommitted borrowings
under these lines totaled $95 million at July 5, 1998. The Corporation also
has a number of smaller committed and uncommitted credit facilities to
provide funding for its international operations.
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In May 1998, the Corporation issued $115 million of 10-year medium-term
notes at 99.75% of par with a coupon of 6.625%. The Corporation used the
proceeds from that sale to reduce borrowings under its commercial paper
program and under uncommitted lines of credit.
The Corporation believes that its financial resources are sufficient to
meet financing needs for the foreseeable future.
During the second quarter, the Corporation completed three acquisitions:
W.J. Furse & Co. Limited, a European manufacturer of grounding and
lightning protection systems, spring steel fasteners and electronic
surge protection devices, on May 20;
Dark To Light, Inc., a manufacturer of high-performance twist-lock
electronic photo controls, on June 9;
TDI, a manufacturer of battery packs for mobile electronics, on
July 2. The Corporation issued 1,460,954 shares of common stock to
acquire TDI.
On July 30, 1998, the Corporation began implementing expense-reduction
programs and accelerating plant relocations to lower-cost regions. The
Corporation expects those actions to result in restructuring and other
special charges of approximately $90-$110 million in 1998's third quarter and
additional project costs over the next six quarters totaling approximately
one-third of the restructuring and special charges. The actions are being
taken as a result of receiving mixed signals regarding the state of the
Corporation's markets and management's desire to approach the future
conservatively. The Corporation expects to realize savings from these
actions at an annualized rate in excess of $50 million by year-end 1999. The
efforts are meant to enhance the Corporation's performance independent of
what happens in its markets in the near term.
As part of its restructuring plans, the Corporation will close several
plants, moving production from those facilities to existing Thomas & Betts
plants. Plants to be closed include those in Cleveland, Ohio; Tempe,
Arizona; Tulsa, Oklahoma; and Windsor, Ontario. The Corporation expects to
complete those consolidations by year-end 1998.
Additionally, the Corporation will relocate selected product lines from
facilities in Bainbridge, Georgia; Lisle, Illinois; and Sanford, Maine.
Relocation of certain product lines at the Corporation's Athens, Tennessee,
plant are also contemplated, subject, where required, to discussions with the
union there.
The Corporation also began implementing expense reduction plans in sales
and marketing and administrative functions. Early retirement programs,
decreased use of temporary employees and other personnel reductions are
expected to lower salary expense by over 10% in those areas.
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OTHER
In 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities."
Statement No. 133 will require the recognition at fair value of all
derivatives as either assets or liabilities in the Consolidated Balance
Sheet. Under certain conditions, a derivative can be designated as a hedge
allowing the deferral of fair value gains or losses until the offsetting
gains or losses on the hedged item are recognized. At times the Corporation
enters into derivative instruments to hedge risks associated with
foreign-currency and commodity fluctuations. Statement No. 133 is effective
for the first quarter of 2000. Although the Corporation has not completed
its final evaluation of the effects of the new statement, it does not
currently believe that adoption will have a material effect on its future
results of operations or financial position.
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PART II. OTHER INFORMATION
THOMAS & BETTS CORPORATION
Item 2. Changes in Securities
Recent Sales of Unregistered Securities
On July 2, 1998, the Corporation issued 1,460,954 shares of the
Corporation's common stock to individuals who were former
owners of Telecommunications Devices, Inc., acquired by the
Corporation in a pooling of interests. The shares represented
the purchase price and were not registered by the Corporation
under the Securities Act of 1933 as of July 5, 1998.
On August 14, 1998, the Corporation filed a Registration
Statement on Form S-3 to register $600 million of the
Corporation's debt securities, common stock and preferred
stock. It is anticipated that any proceeds from the sale of
any of the securities registered in this filing will be added
to the general funds of the Corporation and used for general
corporate purposes.
Item 4. Submission of Matters to a Vote of Security Holders
The matters which were voted upon at the Annual Meeting of
Shareholders held on May 6, 1998, and the results of the voting are
set forth below:
1. Nominees for Director For Withheld
Ernest H. Drew 50,336,787 296,612
T. Kevin Dunnigan 50,329,680 303,719
Jeananne K. Hauswald 50,338,736 294,663
Thomas W. Jones 50,339,528 293,871
Ronald B. Kalich, Sr. 50,224,441 408,958
Robert A. Kenkel 50,334,689 298,710
Kenneth R. Masterson 50,334,506 298,893
Thomas C. McDermott 50,338,653 294,746
Clyde R. Moore 50,326,187 307,212
Jean-Paul Richard 50,335,778 297,621
Jerre L. Stead 50,224,063 409,336
William H. Waltrip 50,334,165 299,234
2. A proposal to amend the Charter to increase the number of
authorized shares of (i) Common Stock from 80,000,000 shares to
250,000,000 shares and (ii) Preferred Stock from 500,000 shares
to 1,000,000 shares and to change the par value of the Common
Stock and Preferred Stock from "no par value" to "$.10 par value"
received 25,463,987 votes for and 21,497,002 votes against, with
150,967 abstentions and 3,521,443 broker non-votes.
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3. A proposal to ratify the appointment of KPMG Peat Marwick LLP as
independent public accountants received 50,537,385 votes for and
31,686 votes against, with 64,328 abstentions.
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 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 products of the Corporation
that could affect its overall product mix, margins, plant
utilization levels and asset valuations; economic slowdown in the
U.S. (contrary to the Corporation's expectations of favorable
economic conditions throughout 1998) or economic slowdowns in the
Corporation'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,
including fluctuations in the Canadian dollar, German mark, Japanese
yen, Swiss franc and U.K. pound; inflationary pressures which could
raise interest rates and consequently the Corporation's cost of
funds; unforeseen difficulties in completing identified
restructuring actions initiated in 1996 in connection with the Augat
merger, including disposal of idle facilities, geographic shifts of
production locations and closure of redundant administrative
facilities; unforeseen difficulties implementing identified
restructuring actions commenced in the third quarter of 1998;
unforeseen problems in the Corporation's computer systems and from
third parties with whom the Corporation deals on financial
transactions, specifically those related to "Year 2000"
date-recognition ability in time-sensitive software; availability
and pricing of commodities and materials needed for production of
the Corporation's products, including steel, copper, zinc, aluminum,
gold and plastic resins; increased downward pressure on selling
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prices for the Corporation's products; unforeseen difficulties
arising from the integration of acquired businesses with the
Corporation's operations; changes in financial results of, or
possibly the relationships with, the Corporation's joint ventures
and other equity investments in Taiwan, Japan, Belgium and the U.S.;
changes in environmental regulations 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, adverse 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.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this form:
(27.1) Financial Data Schedule (for SEC use only)
(27.2) Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
On May 7, 1998, the Corporation filed a current report on Form 8-K,
Items 5 and 7, in connection with the issuance of medium-term notes.
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THOMAS & BETTS CORPORATION
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.
THOMAS & BETTS CORPORATION
(Registrant)
DATE: August 19, 1998 /s/Fred R. Jones
Fred R. Jones
Vice President-Finance and Treasurer
DATE: August 19, 1998 /s/Jerry Kronenberg
Jerry Kronenberg
Vice President-General Counsel and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from SEC Form 10-Q for
the periods ended July 5, 1998, and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-28-1997 DEC-28-1997
<PERIOD-END> APR-05-1998 JUL-05-1998
<CASH> 60,254 21,147
<SECURITIES> 51,692 66,268
<RECEIVABLES> 325,927 404,014
<ALLOWANCES> (41,177) (28,097)
<INVENTORY> 429,919 436,324
<CURRENT-ASSETS> 877,723 947,364
<PP&E> 1,106,863 1,134,469
<DEPRECIATION> 520,737 533,080
<TOTAL-ASSETS> 2,136,321 2,282,235
<CURRENT-LIABILITIES> 406,129 432,751
<BONDS> 585,831 692,284
0 0
0 0
<COMMON> 0 5,669
<OTHER-SE> 1,024,005 1,038,091
<TOTAL-LIABILITY-AND-EQUITY> 2,136,321 2,282,235
<SALES> 544,656 1,097,974
<TOTAL-REVENUES> 544,656 1,097,974
<CGS> 381,314 763,996
<TOTAL-COSTS> 105,261 206,532
<OTHER-EXPENSES> (8,985) (13,084)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 13,314 27,893
<INCOME-PRETAX> 53,752 112,637
<INCOME-TAX> 16,449 33,791
<INCOME-CONTINUING> 37,303 78,846
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 37,303 78,846
<EPS-PRIMARY> 0.66 1.39
<EPS-DILUTED> 0.65 1.38
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from SEC Form 10-Q for
the periods ended June 29, 1997, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-29-1996 DEC-29-1996
<PERIOD-END> MAR-30-1997 JUN-29-1997
<CASH> 96,999 143,715
<SECURITIES> 31,868 31,689
<RECEIVABLES> 422,419 464,576
<ALLOWANCES> (30,497) (34,528)
<INVENTORY> 398,472 397,914
<CURRENT-ASSETS> 986,909 1,074,278
<PP&E> 1,026,672 1,057,103
<DEPRECIATION> 475,316 493,075
<TOTAL-ASSETS> 2,197,920 2,279,314
<CURRENT-LIABILITIES> 486,736 515,482
<BONDS> 679,508 702,361
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 912,567 943,287
<TOTAL-LIABILITY-AND-EQUITY> 2,197,920 2,279,314
<SALES> 549,287 1,130,440
<TOTAL-REVENUES> 549,287 1,130,440
<CGS> 387,355 791,488
<TOTAL-COSTS> 106,664 215,232
<OTHER-EXPENSES> (4,250) (8,122)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 12,804 26,010
<INCOME-PRETAX> 46,714 105,832
<INCOME-TAX> 15,018 33,937
<INCOME-CONTINUING> 31,696 71,895
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 31,696 71,895
<EPS-PRIMARY> 0.57 1.29
<EPS-DILUTED> 0.57 1.28
</TABLE>
