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Eaton Earns $85 Million Before Restructuring Charge

13 October 1998

Eaton Earns $85 Million Before Restructuring Charge, On Sales of $1.62 Billion

    CLEVELAND--Oct. 13, 1998--Eaton Corporation today announced that, before special charges in both periods, third quarter 1998 earnings per share were $1.18, down 33% from last year's $1.77 per fully diluted share. Income before charges reached $85 million compared to last year's $139 million. Sales were $1.62 billion compared to $1.93 billion in the third quarter of 1997.
    As previously announced, Eaton took a nonrecurring, pretax charge of $42 million, or 38 cents per share, to restructure its Semiconductor Equipment Operations. In last year's third quarter, Eaton took a one-time non-cash charge of $85 million, or $1.08 per share, to write off the purchased in-process research and development associated with its acquisition of Fusion Systems Corporation. After charges in both periods, Eaton earned $58 million, or $0.80 per share in 1998 compared to $54 million, or $0.69 per share in 1997.
    Income for the first nine months of 1998 reached $304 million before all special items, or $4.16 per share, on sales of $5.02 billion. Comparable 1997 earnings were $366 million, or $4.66 per share, on sales of $5.63 billion. After charges in both periods, nine month earnings per share were $3.79 this year and $3.58 in 1997.
    Stephen R. Hardis, Chairman and Chief Executive Officer, said, "Our third quarter operating results were mixed and, in aggregate, disappointing. We are responding by making the investments and taking the decisive actions necessary to get earnings back on track in 1999. In the fourth quarter of this year, we anticipate taking an additional $33 million of restructuring charges to bring costs back into better balance with likely 1999 physical volumes while still supporting our ongoing growth initiatives. By the end of 1998, the company will have invested more than $130 million in restructuring Eaton's businesses in just over a year so that, whatever the economic climate, Eaton's performance will prove superior.
    "It is also important to note the successes the company is achieving across its operations: the new business we're winning and products we're developing that will enable Eaton to continue to outpace the growth of our markets. The biggest mistake we could make at this point would be to interrupt the progress we're making toward an enterprise capable of higher sustainable growth."
    Turning to Eaton's business segments, Hardis noted that Automotive Components sales reached a third quarter record $458 million, up 7 percent from a year ago. Excluding the acquisitions of GT Products and Amtec S.p.A., sales were up about 1 percent from a year ago compared to a 3 percent drop in North American production of light vehicles, an 18 percent decline in South America, and a 5 percent increase in European production. Operating profit was $41 million compared to $48 million one year ago. Said Hardis, "Beyond the impact of the General Motors strike, which hurt operating profits by about $7 million, Eaton continues to struggle with product mix and strong European volumes. In the fourth quarter, we anticipate restructuring charges of about $10 million to improve the operating performance of this segment."
    "We have recently won significant and attractive new contracts for our supercharger and automotive switch businesses. Increased spending on these programs has reduced margins near term, but will ensure that this segment continues to profitably outpace market growth in the years immediately ahead."
    During the quarter, Eaton announced it acquired the assets of Amtec S.p.A., a privately owned Italian manufacturer of automotive cylinder heads with 1997 sales of $27 million.
    Third quarter sales of Hydraulics & Other Components were $145 million, essentially equal to last year's volume and consistent with the year-to-year change in North American mobile hydraulics shipments. Operating profits in the quarter were $19 million compared to $27 million in 1997. Said Hardis, "Business slowed appreciably in the third quarter as our customers reacted to the ongoing Asian crisis. Many of our agricultural equipment customers have scheduled lower fourth quarter production, and we will be affected by that slowdown. We did not achieve the operating efficiencies we anticipated in the third quarter, but we still expect the investments we made earlier this year to produce better margins over the balance of 1998 and in 1999."
    Sales of Industrial & Commercial Controls reached a record $604 million, 3 percent ahead of year-earlier results compared to about a 2 percent increase in North American markets for distribution equipment and industrial controls. Operating profits in the third quarter were $55 million compared to $64 million a year ago, with Hurricane Georges responsible for about $4 million of the shortfall. Noted Hardis, "Solid activity levels in electrical distribution equipment are offsetting continued softness in Industrial Controls markets, but costs are still too high at present sales levels. During the fourth quarter, we will take a $10 million restructuring charge to improve the operating performance of this business.
    "The success of Cutler-Hammer's new Engineering Services and Systems Division, while incurring significant start-up costs, will help this segment to outpace market growth in the periods ahead."
    During the quarter, the company announced the acquisition of Integrated Partial Discharge Diagnostics, Inc., a Minnetonka, Minnesota-based manufacturer of equipment that measures insulation deterioration within AC power equipment.
    Semiconductor Equipment sales in the third quarter fell to $48 million, 63 percent below year-earlier levels. Before a restructuring charge of $42 million, SEO suffered an operating loss of $29 million compared to an operating profit of $14 million one year earlier. Said Hardis, "We continue to search for the bottom of this market while we push ahead with critical restructuring efforts. Assuming that volumes are no better in 1999 than this year, we would expect the $50 million in charges, as previously announced, to produce break-even results next year compared to an expected $80 million operating loss in 1998."
    Truck Components sales reached a third quarter record $365 million, 21 percent ahead of last year's results. Operating profits were up 26 percent to a third quarter record $54 million. Said Hardis, "Heavy truck production will be at record levels this year in both North America and Europe. The performance of the Clutch Division, acquired from Dana Corporation last year, continues to exceed our expectations and, in general, we are taking good advantage of sustained robust markets."
    Hardis also noted that Truck Components will take a charge of about $10 million in the fourth quarter, in part to begin restructuring its European business. Said Hardis, "European trucking deregulation, de-integration of OEMs, and the Euro will all transform the competitive landscape in Europe in the years ahead. This restructuring, building upon our recent acquisition of a Polish transmission manufacturer, is intended to ensure we achieve world class costs and productivity in all of our worldwide operations."
    Summing up, Hardis said, "Global economic problems, which first affected demand for semiconductor capital equipment, are now reaching some of our other markets. We are striving to strike the right balance between the imperative for better operational performance and maintaining those growth programs that are beginning to bear fruit. That is the challenge of management. We will continue to fine tune our efforts as needed to produce the best long term results for our owners."
    Eaton Corporation is a global manufacturer of highly engineered products that serve industrial, vehicle, construction, commercial and semiconductor markets. Principal products include electrical power distribution and control equipment, truck drivetrain systems, engine components, hydraulic products, ion implanters and a wide variety of controls. Headquartered in Cleveland, the company has 51,000 employees and 155 manufacturing sites in 25 countries around the world. Sales for 1997 were $7.6 billion. The Internet address for Eaton is: http://www.eaton.com/
    The forward-looking statements in this news release should be used with caution. They are subject to various risks and uncertainties, many of which are outside the control of the company. Important factors which could cause actual results to differ materially from those in the forward-looking statements include changes in global economic and financial conditions, labor strikes, the markets for semiconductor capital equipment, commercial trucks and hydraulics around the world.

Financial Results _________________

    The company's comparative financial results for the three months and nine months ended Sept. 30, 1998 and 1997 follows:


Eaton Corporation

Comparative Financial Summary
                                            Three months ended
                                               September 30
                                            __________________
(Millions except for per share data)          1998    1997
                                              ____    ____
Net sales                                   $1,620  $1,931

Income before income taxes                      79      95

Net income                                      58      54

Net income per Common Share
  Assuming dilution                         $  .80  $  .69
  Basic                                        .82     .70

Average number of Common Shares outstanding
  Assuming dilution                           72.3    78.7
  Basic                                       71.1    77.1

Common Shares outstanding at end of period    71.4    77.1

Cash dividends paid per Common Share        $  .44  $  .44

See accompanying notes.



Eaton Corporation

Comparative Financial Summary
                                            Nine months ended
                                               September 30
                                            _________________
(Millions except for per share data)          1998    1997
                                              ____    ____
Net sales                                   $5,019  $5,629

Income before income taxes                     395     422

Net income                                     277     281

Net income per Common Share
  Assuming dilution                         $ 3.79  $ 3.58
  Basic                                       3.87    3.65

Average number of Common Shares outstanding
  Assuming dilution                           73.0    78.4
  Basic                                       71.5    77.1

Common Shares outstanding at end of period    71.4    77.1

Cash dividends paid per Common Share        $ 1.32  $ 1.28

See accompanying notes.



Eaton Corporation

Statements of Consolidated Income

                                            Three months ended
                                               September 30
                                            __________________
(Millions except for per share data)          1998     1997
                                              ____     ____

Net sales                                   $1,620   $1,931

Costs and expenses
  Cost of products sold                      1,192    1,390
  Selling & administrative                     247      272
  Research & development                        85       81
  Purchased in-process research & development            85
                                            ______   ______
                                             1,524    1,828
                                            ______   ______
Income from operations                          96      103

Other income (expense)
  Interest (expense) income - net              (23)     (20)
  Other--net                                     6       12
                                            ______   ______
                                               (17)      (8)
                                            ______   ______
Income before income taxes                      79       95
Income taxes                                    21       41
                                            ______   ______ 
Net income                                  $   58   $   54
                                            ______   ______ 
                                            ______   ______ 


Net income per Common Share
  Assuming dilution                         $  .80   $  .69
  Basic                                        .82      .70

Average number of Common Shares outstanding
  Assuming dilution                           72.3     78.7
  Basic                                       71.1     77.1

Common Shares outstanding at end of period    71.4     77.1

Cash dividends paid per Common Share        $  .44   $  .44

Income was reduced by nonrecurring, pretax charges of $42 million
in the third quarter 1998 and $85 million for the year-to-date
1998.  See accompanying notes.



Eaton Corporation

Statements of Consolidated Income

                                            Nine months ended
                                               September 30
                                            _________________
(Millions except for per share data)          1998     1997
                                              ____     ____

Net sales                                   $5,019   $5,629

Costs and expenses
  Cost of products sold                      3,599    4,068
  Selling & administrative                     774      801
  Research & development                       249      235
  Purchased in-process research & development            85
                                            ______   ______ 
                                             4,622    5,189
                                            ______   ______ 
Income from operations                         397      440


Other income (expense)
  Interest (expense) income - net              (67)     (57)
  Gain on sale of businesses                    43
  Other--net                                    22       39
                                            ______   ______ 
                                                (2)     (18)
                                            ______   ______ 
Income before income taxes                     395      422
Income taxes                                   118      141
                                            ______   ______ 
Net income                                  $  277   $  281
                                            ______   ______ 
                                            ______   ______ 

Net income per Common Share
  Assuming dilution                         $ 3.79   $ 3.58
  Basic                                       3.87     3.65

Average number of Common Shares outstanding
  Assuming dilution                           73.0     78.4
  Basic                                       71.5     77.1

Common Shares outstanding at end of period    71.4     77.1

Cash dividends paid per Common Share        $ 1.32   $ 1.28

Income was reduced by nonrecurring, pretax charges of $42 million
in the third quarter 1998 and $85 million for the year-to-date
1998.  See accompanying notes.



Eaton Corporation

Business Segment Information
                                               Three months ended
                                                  September 30
                                               __________________
(Millions)                                       1998        1997
                                                 ____        ____
Net sales
  Automotive Components                        $  458      $  429
  Hydraulics & Other Components                   145         145
  Industrial & Commercial Controls                604         586
  Semiconductor Equipment                          48         131
  Truck Components                                365         303
                                               ______      ______ 
Ongoing operations                              1,620       1,594
Divested operations                                           337
                                               ______      ______ 
Total net sales                                $1,620      $1,931
                                               ______      ______ 
                                               ______      ______ 

Operating profit
  Automotive Components                        $   41      $   48
  Hydraulics & Other Components                    19          27
  Industrial & Commercial Controls                 55          64
  Semiconductor Equipment                         (71)         14
  Truck Components                                 54          43
                                               ______      ______ 
Ongoing operations                                 98         196

Divested operations                                            22
Amortization of intangible assets & excess
  of cost over net assets of businesses acquired  (16)        (13)
Purchased in-process research & development                   (85)
Interest (expense) income - net                   (23)        (20)
Other (expense) income - net                       20          (5)
                                               ______      ______ 
Income before income taxes                     $   79      $   95
                                               ______      ______ 
                                               ______      ______ 

Income was reduced by nonrecurring, pretax charges of $42 million
in the third quarter 1998 and $85 million for the year-to-date
1998.  See accompanying notes.



Eaton Corporation

Business Segment Information
                                               Nine months ended
                                                  September 30
                                               _________________
(Millions)                                       1998       1997
                                                 ____       ____
Net sales
  Automotive Components                        $1,438      $1,348
  Hydraulics & Other Components                   465         442
  Industrial & Commercial Controls              1,753       1,688
  Semiconductor Equipment                         220         316
  Truck Components                              1,112         830
                                               ______      ______ 
Ongoing operations                              4,988       4,624
Divested operations                                31       1,005
                                               ______      ______ 
Total net sales                                $5,019      $5,629
                                               ______      ______ 
                                               ______      ______ 

Operating profit        
  Automotive Components                        $  158      $  175
  Hydraulics & Other Components                    78          84
  Industrial & Commercial Controls                143         167
  Semiconductor Equipment                         (93)         18
  Truck Components                                177         111
                                               ______      ______ 
Ongoing operations                                463         555

Divested operations                                (1)         63
Amortization of intangible assets & excess
  of cost over net assets of businesses acquired  (48)        (33)
Purchased in-process research & development                   (85)
Interest (expense) income - net                   (67)        (57)
Gain on sales of businesses                        43
Other (expense) income - net                        5         (21)
                                               ______      ______ 
Income before income taxes                     $  395      $  422
                                               ______      ______ 
                                               ______      ______ 

Income was reduced by nonrecurring, pretax charges of $42 million
in the third quarter 1998 and $85 million for the year-to-date
1998.  See accompanying notes.



Eaton Corporation

Condensed Consolidated Balance Sheets

                                            Sept. 30,   Dec. 31,
(Millions)                                    1998        1997
                                              ____        ____
ASSETS
Current assets
  Cash                                      $   47      $   53
  Short-term investments                        44          37
  Accounts receivable                        1,001         958
  Inventories                                  687         734
  Deferred income taxes and
    other current assets                       282         273
                                            ______      ______
                                             2,061       2,055
Property, plant and equipment                1,712       1,759
Excess of cost over net assets
  of businesses acquired                     1,052         966
Deferred income taxes and
  other assets                                 668         685
                                            ______      ______ 
                                            $5,493      $5,465
                                            ______      ______ 
                                            ______      ______ 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Short-term debt and current
    portion of long-term debt               $  396      $  104
  Accounts payable and other
    current liabilities                      1,186       1,253
                                            ______      ______ 
                                             1,582       1,357
Long-term debt                               1,194       1,272
Postretirement benefits other than pensions    550         553
Other liabilities                              159         212
Shareholders' equity                         2,008       2,071
                                            ______      ______ 
                                            $5,493      $5,465
                                            ______      ______ 
                                            ______      ______ 

See accompanying notes.

Eaton Corporation

Notes to the Third Quarter 1998 Earnings Release

Nonrecurring Charges ____________________ Income in the third quarter of 1998 was reduced by nonrecurring pretax charges of $42 million ($27 million aftertax, or $.38 per Common Share-assuming dilution) which reduced operating profit of the Semiconductor Equipment business segment. These charges relate to workforce reductions, asset write-downs and other restructuring charges.

Income in the first quarter of 1998 was reduced by nonrecurring pretax charges of $43 million ($28 million aftertax, or $.38 per Common Share-assuming dilution). The Company recorded $33 million of restructuring charges which reduced operating profit of the Automotive Components business segment by $8 million, the Industrial & Commercial Controls business segment by $15 million, and the Truck Components business segment by $10 million. The Company also recorded a $10 million contribution to its charitable trust which is included in other expense.

Sales of Businesses ___________________ On January 2, 1998, the Company completed the sale of the Axle and Brake business to Dana Corporation. The sale of this business, and an adjustment related to a business sold in a prior period, resulted in a pretax gain of $43 million ($28 million aftertax, $.38 per Common Share-assuming dilution) which was recorded in the first quarter 1998. On April 1, 1998, the Company completed the sale of its automotive leaf spring business. The operating results of these businesses are reported in business segment information as divested operations and prior periods have been reclassified to conform to the current period presentation.

Acquisition of Fusion Systems Corporation and Write-off of Purchased In-Process Research & Development ____________________________________________________________________ On August 4, 1997, the Company purchased Fusion Systems Corporation for $293 million, before a reduction for cash acquired of $90 million. The acquisition was accounted for by the purchase method of accounting, and accordingly, the statements of income and the results of the Semiconductor Equipment business segment for the third quarter include the results of Fusion from the effective date of acquisition. The purchase price allocation included $85 million for purchased in-process research and development which was determined through an independent valuation. This amount was expensed at the date of acquisition because technological feasibility had not been established and no alternative commercial use had been identified. Therefore, the third quarter of 1997 includes the write-off of $85 million for purchased in-process research and development, with no income tax benefit ($1.08 per Common Share-assuming dilution).

Financial Statement Changes ___________________________ Certain amounts for prior periods have been reclassified to conform to the current period presentation.