<PAGE>
- --------------------------------------------------------------------------------
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 September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
1-5482
(Commission File Number)
-----------------------------------------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2297459
(State of Incorporation) (IRS Employer
Identification Number)
ONE TYCO PARK, EXETER, NEW HAMPSHIRE 03833
(Address of registrant's principal executive office)
603-778-9700
(Registrant's telephone number)
----------------------------------------------------------
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 .
----- -----
The number of shares of common stock outstanding as of November 7, 1996
was 156,611,408.
- --------------------------------------------------------------------------------
<PAGE>
TYCO INTERNATIONAL LTD.
INDEX TO FORM 10-Q
PAGE
PART I - FINANCIAL INFORMATION:
Item 1 - Financial Statements -
Consolidated Balance Sheets - September 30, 1996 and
June 30, 1996 1-2
Consolidated Statements of Income for the First Quarters
ended September 30, 1996 and 1995 3
Consolidated Statements of Changes in Shareholders'
Equity for the First Quarters ended September 30,
1996 and 1995 4
Consolidated Statements of Cash Flows for the First
Quarters ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Operating Results 9
PART II - OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 11
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
ASSETS
- --------------------------------------------------------------------------------
(unaudited)
(in thousands) September 30, 1996 June 30, 1996
- --------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents $ 70,301 $ 69,404
Receivables, less allowance for doubtful
accounts of $52,013 in fiscal 1997 and
$36,672 in fiscal 1996 860,363 688,741
Contracts in process 129,933 130,473
Inventories 706,452 608,526
Deferred income taxes 152,203 126,282
Prepaid expenses and other current assets 98,803 72,098
------------- -----------
2,018,055 1,695,524
------------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Land 40,435 37,560
Buildings 375,336 320,034
Machinery and equipment 1,055,499 934,918
Leasehold improvements 23,177 22,658
Construction in progress 79,981 52,289
Accumulated depreciation (675,156) (641,717)
------------- -----------
899,272 725,742
------------- -----------
GOODWILL AND OTHER INTANGIBLE ASSETS 1,797,689 1,232,617
REORGANIZATION VALUE IN EXCESS OF
IDENTIFIABLE ASSETS 100,989 102,591
DEFERRED INCOME TAXES 68,288 69,823
OTHER ASSETS 132,749 127,639
------------- -----------
TOTAL ASSETS $ 5,017,042 $ 3,953,936
------------- -----------
------------- -----------
See notes to consolidated financial statements.
1
<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
(unaudited)
(in thousands except share data) September 30, 1996 June 30, 1996
- --------------------------------------------------------------------------------
- ----------------
CURRENT LIABILITIES:
Loans payable and current maturities of
long-term debt $ 340,878 $ 127,822
Accounts payable 535,880 470,819
Accrued expenses 686,805 506,270
Contracts in process - billings
in excess of costs 122,081 89,640
Income taxes 101,817 84,196
Deferred income taxes 12,940 13,063
------------- -----------
1,800,401 1,291,810
------------- -----------
LONG-TERM DEBT 839,992 511,622
OTHER LIABILITIES 209,361 192,839
DEFERRED INCOME TAXES 33,489 19,226
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value, authorized
2,000,000 shares; none outstanding - -
Common stock, $.50 par value, authorized
180,000,000 shares; outstanding 156,595,224
shares in fiscal 1997 and 152,977,282
shares in fiscal 1996, net of reacquired
shares of 13,001,388 in fiscal 1997 and
16,024,221 in fiscal 1996 (at cost) 78,297 76,488
Capital in excess of par value, net of
deferred compensation of $30,101 in
fiscal 1997 and $11,500 in fiscal 1996 745,071 627,985
Currency translation adjustment (33,324) (34,571)
Retained earnings 1,343,755 1,268,537
------------- -----------
2,133,799 1,938,439
------------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $5,017,042 $3,953,936
------------- -----------
------------- -----------
See notes to consolidated financial statements.
2
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
For the First Quarters ended September 30,
(in thousands except per share data) 1996 1995
- --------------------------------------------------------------------------------
- ----------------
SALES $1,479,152 $1,216,202
------------- -----------
COSTS AND EXPENSES:
Cost of sales 1,072,852 895,928
Selling, general and administrative 241,088 192,604
Interest 26,332 15,423
------------- -----------
1,340,272 1,103,955
------------- -----------
Income before income taxes 138,880 112,247
Income taxes (55,830) (46,583)
------------- -----------
NET INCOME $ 83,050 $ 65,664
------------- -----------
------------- -----------
NET INCOME PER SHARE $ .54 $ .43
------------- -----------
------------- -----------
CASH DIVIDENDS PER COMMON SHARE $ .05 $ .05
------------- -----------
------------- -----------
COMMON EQUIVALENT SHARES 154,614 152,740
------------- -----------
------------- -----------
See notes to consolidated financial statements.
3
<PAGE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
For the First Quarters ended September 30, 1996 and 1995
- --------------------------------------------------------------------------------
Capital in Currency
Common Stock Excess of Translation Retained
(in thousands) $.50 Par Value Par Value Adjustment Earnings
- --------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1995 $76,366 $582,450 $ (9,451) $ 985,316
Net income 65,664
Dividends (7,638)
Restricted stock grants,
cancellations, tax
benefits and other 8 (3,178)
Warrants, options exercised 6 87
Currency translation adjustment (880)
Amortization of deferred
compensation 1,870
------- -------- -------- ----------
BALANCE AT SEPTEMBER 30, 1995 $76,380 $581,229 $(10,331) $1,043,342
------- -------- -------- ----------
------- -------- -------- ----------
BALANCE AT JUNE 30, 1996 $76,488 $627,985 $(34,571) $1,268,537
Net income 83,050
Dividends (7,832)
Restricted stock grants,
cancellations, tax
benefits and other 265 687
Warrants, options exercised 33 1,462
Currency translation adjustment 1,247
Amortization of deferred
compensation 2,703
Issuance of treasury stock for
acquisition 1,537 114,465
Other treasury stock transactions,
net (26) ( 2,231)
------- -------- -------- ----------
BALANCE AT SEPTEMBER 30, 1996 $78,297 $745,071 $(33,324) $1,343,755
------- -------- -------- ----------
------- -------- -------- ----------
See notes to consolidated financial statements.
4
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
For the First Quarters ended September 30,
(in thousands) 1996 1995
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 83,050 $ 65,664
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 30,330 23,851
Amortization 16,324 11,851
Deferred income taxes 24,281 10,225
Provision for losses on accounts receivable
and inventory writedowns 7,509 6,700
Changes in assets and liabilities net of the
effects of acquisitions:
Decrease (increase) in accounts receivable
and contracts in process 6,708 (49,189)
Increase in inventory (20,135) (20,712)
Decrease in accounts payable and
accrued expenses (74,523) (47,315)
Increase in income taxes payable 10,094 17,499
Other (11,961) (13,101)
------- -------
Net cash provided by operating activities 71,677 5,274
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (40,878) (29,855)
Purchases of businesses, net of cash acquired (420,139) (38,334)
------- -------
Net cash used in investing activities (461,017) (68,189)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt and lines of credit 395,244 61,486
Dividends paid (7,636) (7,627)
Issuance of stock and warrants 2,629 93
------- -------
Net cash provided by financing activities 390,237 53,952
------- -------
Increase (decrease) in cash and cash equivalents 897 (8,963)
Cash and cash equivalents at beginning of quarter 69,404 66,021
------- -------
Cash and cash equivalents at end of quarter $ 70,301 $ 57,058
------- -------
------- -------
See notes to consolidated financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. The unaudited financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include
all of the information and note disclosures required by generally
accepted accounting principles. These statements should be read in
conjunction with the financial statements and notes thereto included
in the Company's Form 10-K for the year ended June 30, 1996. The
accompanying financial statements have not been examined by
independent accountants in accordance with generally accepted auditing
standards, but in the opinion of management such financial statements
include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the Company's financial
position and results of operations.
2. During the first quarter of fiscal 1997 the Company acquired two
disposable and specialty products companies, four fire and safety
services companies, one flow control products company and one
electrical and electronic components company for an aggregate of
$691.1 million, including $420.1 million in cash, approximately 3.1
million shares of the Company's common stock and the assumption of
approximately $155 million in debt. The cash portion of the
consideration for the acquisitions utilized cash on hand and
borrowings under the Company's credit agreement and uncommitted lines
of credit. Each of the acquisitions was accounted for as a purchase
and the results of operations of the acquired companies were included
in the consolidated results of the Company from their respective
acquisition dates. As a result of the acquisitions, approximately
$575 million in goodwill was recorded by the Company, which reflects,
for each acquisition, the excess of the purchase price, liabilities
assumed and additional purchase liabilities recorded over the fair
value of assets acquired. Additional purchase liabilities included
approximately $23.8 million for transaction and other direct costs,
$17.1 million for severance costs and $16.2 million for costs
associated with the shut down and consolidation of certain acquired
facilities. At September 30, 1996 liabilities for approximately
$21.6 million in transaction and other costs, $15.4 million in
severance costs and $16.2 million for facility related costs
associated with fiscal 1997 acquisitions remained on the balance
sheet. Liabilities for approximately $10.7 million in
severance costs and $4.6 million for facility related costs associated
with fiscal 1996 acquisitions remained on the balance sheet.
6
<PAGE>
3. Long-term debt is as follows:
- ------------------------------------------------------------------------------
September 30, June 30,
(in thousands) 1996 1996
- ------------------------------------------------------------------------------
Credit agreement $ 100,000 $ -
Uncommitted lines of credit 365,800 91,000
10.25% Carlisle Plastics Senior Notes 105,000 -
Carlisle Plastics Senior Variable Rate Notes 19,000 -
8.125% public notes due 1999 144,929 144,924
6.375% public notes due 2004 104,405 104,386
9.5% public debentures due 2022 199,596 199,592
8.0% public debentures due 2023 49,960 49,960
Other 92,180 49,582
--------- --------
1,180,870 639,444
Less current portion and loans payable 340,878 127,822
--------- --------
$ 839,992 $511,622
--------- --------
--------- --------
Under the Company's credit agreement with a group of commercial banks,
the Company has the right to borrow $300 million or a portion thereof
until October 1999 for its general corporate purposes. The principal
amount then outstanding will be due and payable at that time.
Interest payable on borrowings is variable based upon the Company's
option of selecting either a Eurodollar rate plus 0.325%, a
certificate of deposit rate plus 0.45%, or a base rate, as defined.
The Company's uncommitted lines of credit are borrowings from
commercial banks on an "as offered" basis. The borrowings and
repayments occur daily and contain no significant terms other than due
dates and interest rates. The due dates generally range from
overnight to 90 days and interest rates approximate those available
under the credit agreement.
In October 1996, the Company issued $300 million principal amount of
6.5% notes due 2001. The net proceeds were used to redeem the 10.25%
Carlisle Plastics Senior Notes and the Carlisle Plastics Senior
Variable Rate Notes, which at time of redemption were bearing
interest at 9.53% per annum, as well as to reduce certain amounts
outstanding under the Company's credit agreement and uncommitted
lines of credit.
Under its various loan agreements, the Company is required to meet
certain covenants, none of which is considered restrictive to the
operations of the Company.
4. The Company has an agreement under which it sells participating
interests in a defined pool of trade accounts receivable. The
proceeds of sale are less than the face amount of accounts receivable
sold by an amount which approximates the purchaser's financing cost of
issuing its own commercial paper backed by these accounts receivable.
The discount from the face amount was $3.1 million and $3.4 million
during the first quarter of fiscal 1997 and fiscal 1996, respectively,
and has been included in selling, general and administrative expense
in the Company's Consolidated Statements of Income.
7
<PAGE>
5. Selected information for the Company's four industry segments is as
follows (in thousands):
First Quarter Ended
September 30,
--------------------------
1996 1995
----------- -----------
SALES:
Disposable and Specialty Products $ 440,736 $ 354,153
Fire and Safety Services 601,131 458,927
Flow Control Products 321,377 287,958
Electrical and Electronic Components 115,908 115,164
----------- -----------
$1,479,152 $1,216,202
----------- -----------
----------- -----------
INCOME BEFORE INCOME TAXES:
Disposable and Specialty Products $ 81,429 $ 63,591
Fire and Safety Services 42,417 25,038
Flow Control Products 30,711 26,555
Electrical and Electronic Components 20,816 20,430
----------- ------------
Total operations 175,373 135,614
Interest expense (26,332) (15,423)
Corporate and other amounts (10,161) (7,944)
----------- ------------
$ 138,880 $ 112,247
----------- ------------
----------- ------------
6. Inventories are classified as follows (in thousands):
September 30, 1996 June 30, 1996
------------------ -------------
Purchased materials and
manufactured parts $192,341 $162,600
Work in process 115,362 108,733
Finished goods 398,749 337,193
-------- --------
$706,452 $608,526
-------- --------
-------- --------
7. In the normal course of business, the Company is liable for contract
completion and product performance. In addition, the Company is in
receipt of notifications from various environmental agencies that
conditions at a number of sites where hazardous wastes were disposed
of by the Company and other persons may require cleanup and other
possible remedial action. In the opinion of management, these
obligations will not materially affect the Company's financial
position or results of operations.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND OPERATING RESULTS
OVERVIEW
Net income per share was $0.54 for the first quarter of fiscal 1997 as compared
to $0.43 for the first quarter of fiscal 1996. The increase was attributable to
increased income from operations primarily in the Disposable and Specialty
Products and Fire and Safety Services segments and, to a lesser extent,
the Flow Control Products segment.
RESULTS OF OPERATIONS
FIRST QUARTER OF FISCAL 1997 COMPARED TO FIRST QUARTER OF FISCAL 1996:
Sales increased 22% during the first quarter of fiscal 1997 to $1.48 billion
from $1.22 billion in the first quarter of fiscal 1996. Sales of the Disposable
and Specialty Products group increased $86.6 million to $440.7 million, or 24%,
reflecting higher sales at Kendall, Ludlow and Armin, as well as the inclusion
of Carlisle Plastics ("Carlisle"), acquired in September 1996. Sales of the
Fire and Safety Services group increased $142.2 million to $601.1 million,
or 31%, reflecting increased sales in each geographic region, as well as the
inclusion of Thorn Security Group ("Thorn"), acquired in July 1996 and Earth
Technology Corporation ("Earth Tech"), acquired in January 1996. Sales of the
Flow Control Products group increased $33.4 million to $321.4 million, or 12%,
as a result of increased sales at each of the Company's business units. Sales
of the Electrical and Electronic Components group were relatively unchanged,
with slightly increased sales at the Printed Circuit Group operations offset
by slightly decreased sales at Simplex.
Pre-tax income for the first quarter of fiscal 1997 was $138.9 million, as
compared to $112.2 million in the first quarter of fiscal 1996, an
increase of 24%. Interest expense increased by $10.9 million due to higher
average debt levels, partially offset by slightly lower interest rates.
For the first quarter of fiscal 1997 as compared to the first quarter of fiscal
1996, operating profits of the Disposable and Specialty Products group increased
$17.8 million to $81.4 million, or 28%, reflecting higher earnings at Kendall,
Ludlow and Armin, as well as the inclusion of Carlisle. Fire and Safety
Services group profits increased $17.4 million to $42.4 million, or 69%, due to
improved profitability in all operating regions and the inclusion of Thorn and
Earth Tech. Operating profits for the Flow Control group increased $4.2 million
to $30.7 million, or 16%, due principally to increased earnings at Allied's pipe
and tubular products businesses, as well as at Mueller and European Flow
Control. Operating profits of the Electrical and Electronic Components group
increased $0.4 million to $20.8 million, or 2%, due primarily to higher earnings
at the Printed Circuit Board operations and at Allied's electrical conduit
operations, partially offset by slightly decreased earnings at Simplex.
The effect of changes in average foreign exchange rates during the first quarter
of fiscal 1997 as compared to the first quarter of fiscal 1996 was not material.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As presented in the Consolidated Statement of Cash Flows, net cash provided by
operating activities was $71.7 million during the first quarter of fiscal 1997.
Accounts receivable and contracts in process decreased $6.7 million, inventory
increased $20.1 million and accounts payable and accrued expenses decreased
$74.5 million. Net changes in other working capital accounts were not
significant during the period. The impact of changes in foreign exchange rates
did not materially affect working capital during the quarter.
During the first quarter of fiscal 1997, the Company used cash to (i) acquire a
U.S. and a German Disposable and Specialty Products company, a U.K. based Fire
and Safety Services company, three Australian Fire and Safety Services
companies, a Flow Control Products operation with locations in the U.S. and
U.K., and a U.S. Electrical and Electronic Components company for an aggegate
of $691.1 million, including $420.1 million in cash, 3.1 million shares of the
Company's common stock and the assumption of $155.0 million in debt;
(ii) purchase $40.9 million of property, plant and equipment; and
(iii) pay dividends of $7.6 million.
At September 30, 1996 the Company's total debt was $1.18 billion as compared to
$639.4 million at June 30, 1996. The increase resulted principally from the
acquisitions discussed above, partially offset by net operating cash flows.
Shareholders' equity was $2.13 billion, or $13.63 per share, at September 30,
1996, compared to $1.94 billion, or $12.67 per share, at June 30, 1996. The
increase in shareholders' equity was due primarily to net income of $83.1
million and the issuance of the Company's shares for the Carlisle acquisition.
Total debt as a percent of total capitalization (total debt and shareholders'
equity) was 36% at September 30, 1996 and 25% at June 30, 1996.
In October 1996, the Company issued $300 million principal amount of 6.5% notes
due 2001. The net proceeds were used to redeem the 10.25% Carlisle Plastics
Senior Notes and the Carlisle Plastics Senior Variable Rate Notes, which at
time of redemption were bearing interest at 9.53% per annum, as well as to
reduce certain amounts outstanding under the Company's credit
agreement and uncommitted lines of credit. The Company believes that its funding
sources are adequate for its anticipated requirements through expected cash
flows from operations and established financing arrangements.
Working capital requirements for the remainder of fiscal 1997 are not expected
to significantly exceed fiscal 1996 levels. The level of capital expenditures
is expected to increase in fiscal 1997 as compared to fiscal 1996 due to
recent acqusitions as well as certain capital projects in process, and the
source of funds for such expenditures is expected to be cash from operations.
BACKLOG
The backlog of unfilled orders was approximately $1.33 billion at September 30,
1996 as compared to $1.15 billion at June 30, 1996. Backlog increased in the
Company's Disposable and Specialty Products, Fire and Safety Services, and Flow
Control Products segments, partially offset by a decrease in the Electrical and
Electronic Components segment. Within Fire and Safety Services, backlog
increased in each of the geographic regions. Additionally, the acquisition of
Thorn added to the increases in Europe and Asia. Within Electrical and
Electronic Components, increases at the Printed Circuit Group and at Allied's
electric conduit operations were offset by a decrease at Simplex due to the
timing of deliveries under long-term contracts for underwater cable
communication systems.
10
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
11 - Earnings Per Share Computation
27 - Financial Data Schedule
(b) Reports on Form 8-K
None.
11
<PAGE>
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 hereunto duly authorized.
TYCO INTERNATIONAL LTD.
/s/ Mark H. Swartz
--------------------------------------------
Mark H. Swartz
Vice President - Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: November 13, 1996
12
<PAGE>
TYCO INTERNATIONAL LTD.
INDEX TO EXHIBITS
Exhibit No.
- -----------
11 Earnings Per Share Computation
27 Financial Data Schedule
<PAGE>
Exhibit 11
TYCO INTERNATIONAL LTD.
EARNINGS PER SHARE COMPUTATION
(In thousands, except per share amounts)
THREE MONTHS ENDED
SEPTEMBER 30,
------------------------------
1996 1995
---------- ----------
CALCULATION OF EARNINGS PER SHARE:
PRIMARY:
Weighted average common shares outstanding
during the period 154,007 152,796
Effect of the restricted stock plan, stock
options and warrants using the treasury stock
method 607 (56)
----------- ----------
Total common equivalent shares 154,614 152,740
----------- ----------
----------- ----------
Net income $ 83,050 $ 65,664
----------- ----------
----------- ----------
Earnings per share $ 0.54 $ 0.43
----------- ----------
----------- ----------
FULLY DILUTED(1):
Weighted average common shares outstanding
during the period 154,007 152,796
Effect of the restricted stock plan, stock
options and warrants using the treasury
stock method 646 73
----------- ----------
Total common equivalent shares 154,653 152,868
----------- ----------
----------- ----------
Net income $ 83,050 $ 65,664
----------- ----------
----------- ----------
Earnings per share $ .54 $ .43
----------- ----------
----------- ----------
(1) This calculation is submitted in accordance with Regulation S-K item 601
(b)(11) although not required by Footnote 2 to Paragraph 14 of APB Opinion
No. 15 because it results in dilution of less than 3%.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND INCOME STATEMENT OF TYCO INTERNATIONAL LTD. AS OF AND FOR
THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1996
<CASH> 70,301
<SECURITIES> 0
<RECEIVABLES> 895,607
<ALLOWANCES> 52,013
<INVENTORY> 706,452
<CURRENT-ASSETS> 2,018,055
<PP&E> 1,574,428
<DEPRECIATION> 675,156
<TOTAL-ASSETS> 5,017,042
<CURRENT-LIABILITIES> 1,800,401
<BONDS> 839,992
0
0
<COMMON> 78,297
<OTHER-SE> 2,055,502
<TOTAL-LIABILITY-AND-EQUITY> 5,017,042
<SALES> 1,479,152
<TOTAL-REVENUES> 1,479,152
<CGS> 1,072,852
<TOTAL-COSTS> 1,072,852
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,020
<INTEREST-EXPENSE> 26,332
<INCOME-PRETAX> 138,880
<INCOME-TAX> 55,830
<INCOME-CONTINUING> 83,050
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,050
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.54
</TABLE>
