<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transistion period from _____ to _____
Commission File Number: 1-7598
Exact name of registrant as specified in its charter:
VARIAN ASSOCIATES, INC.
State or other jurisdiction of IRS Employer
incorporation or organization: Identification No.:
DELAWARE 94-2359345
Address of principal executive offices:
3050 Hansen Way, Palo Alto, California 94304-1000
Telephone No., including area code:
(415) 493-4000
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 preceeding 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 _____
An index of exhibits filed with this Form 10-Q is located on page 14
Number of shares of Common Stock, par value $1 per share, outstanding
as of the close of business on July 26, 1996: 31,069,000 shares.
<PAGE> 2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS
UNAUDITED
<TABLE>
<CAPTION>
Third Quarter Ended Nine Months Ended
-------------------- ------------------------
(Amounts in thousands June 28, June 30, June 28, June 30,
except per share amounts) 1996 1995 1996 1995
- ---------------------------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C>
SALES $417,098 $394,269 $1,185,948 $1,169,048
-------- -------- ---------- ----------
Operating Costs and Expenses
Cost of sales 260,035 256,430 741,532 772,785
Research and development 28,052 24,055 79,847 66,104
Marketing 51,053 49,537 148,793 139,956
General and administrative 24,489 17,584 70,969 71,774
-------- -------- ---------- ----------
Total Operating Costs and Expenses 363,629 347,606 1,041,141 1,050,619
-------- -------- ---------- ----------
OPERATING EARNINGS 53,469 46,663 144,807 118,429
Interest expense, net 880 749 715 2,259
-------- -------- ---------- ----------
EARNINGS FROM CONTINUING
OPERATIONS BEFORE TAXES 52,589 45,914 144,092 116,170
Taxes on earnings 18,210 16,987 51,150 42,985
-------- -------- ---------- ----------
EARNINGS FROM CONTINUING
OPERATIONS $ 34,379 $ 28,927 $ 92,942 $ 73,185
Discontinued Operations - Net of Taxes -- 2,816 -- 9,000
-------- -------- ---------- ----------
NET EARNINGS $ 34,379 $ 31,743 $ 92,942 $ 82,185
======== ======== ========== ==========
Average Shares Outstanding Including
Common Stock Equivalents 32,222 35,431 32,233 35,480
======== ======== ========== ==========
EARNINGS PER SHARE - FULLY DILUTED
Continuing Operations $ 1.07 $ 0.82 $ 2.88 $ 2.06
Discontinued Operations -- 0.08 -- 0.26
-------- -------- ---------- ----------
NET EARNINGS PER SHARE $ 1.07 $ 0.90 $ 2.88 $ 2.32
======== ======== ========== ==========
Dividends Declared Per Share $ 0.08 $ 0.07 $ 0.23 $ 0.20
Order Backlog $ 645,694 $ 627,471
</TABLE>
See accompanying notes to the consolidated financial statements
-2-
<PAGE> 3
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
<TABLE>
<CAPTION>
June 28, September 29,
(Dollars in thousands except par values) 1996 1995
- ---------------------------------------- ----------- -------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 117,065 $ 122,728
Accounts receivable 340,846 346,330
Inventories
Raw materials and parts 121,026 98,402
Work in process 63,993 52,616
Finished goods 33,021 20,684
----------- -----------
Total Inventories 218,040 171,702
Other current assets 107,912 116,958
----------- -----------
Total Current Assets 783,863 757,718
Property, Plant, and Equipment 468,452 431,303
Accumulated depreciation and amortization (259,202) (239,422)
----------- -----------
Net Property, Plant, and Equipment 209,250 191,881
Other Assets 58,404 54,183
----------- -----------
TOTAL ASSETS $ 1,051,517 $ 1,003,782
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable $ 49,461 $ 1,755
Accounts payable - trade 78,037 82,851
Accrued expenses 256,228 316,419
Product warranty 50,289 48,076
Advance payments from customers 58,060 51,600
----------- -----------
Total Current Liabilities 492,075 500,701
Long-Term Accrued Expenses 27,361 29,026
Long-Term Debt 60,258 60,329
Deferred Taxes 19,321 18,797
----------- -----------
Total Liabilities 599,015 608,853
----------- -----------
Stockholders' Equity
Preferred stock
Authorized 1,000,000 shares, par value $1, issued none -- --
Common stock
Authorized 99,000,000 shares, par value $1, issued and outstanding
31,091,000 shares at June 28, 1996 and 31,052,000 shares at
September 29, 1995 31,091 31,052
Retained earnings 421,411 363,877
----------- -----------
Total Stockholders' Equity 452,502 394,929
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,051,517 $ 1,003,782
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
-3-
<PAGE> 4
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------
June 28, June 30,
(Dollars in thousands) 1996 1995
- ---------------------- --------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net Cash Provided by Operating Activities $ 35,692 $ 68,659
INVESTING ACTIVITIES
Purchase of property, plant, and equipment (49,193) (40,551)
Purchase of businesses, net of cash acquired (2,550) (12,705)
Other, net (3,674) 6,313
--------- --------
Net Cash Used by Investing Activities (55,417) (46,943)
FINANCING ACTIVITIES
Net borrowings on short-term obligations 47,706 28,152
Proceeds from common stock issued to employees 26,528 22,582
Purchase of common stock (54,733) (51,719)
Other, net (7,236) (6,838)
--------- --------
Net Cash Provided/(Used) by Financing Activities 12,265 (7,823)
EFFECTS OF EXCHANGE RATE CHANGES ON CASH 1,797 (2,645)
--------- --------
Net (Decrease)/Increase in Cash and Cash Equivalents (5,663) 11,248
Cash and Cash Equivalents at Beginning of Period 122,728 78,872
--------- --------
Cash and Cash Equivalents at End of Period $ 117,065 $ 90,120
========= ========
</TABLE>
See accompanying notes to the consolidated financial statements.
-4-
<PAGE> 5
Varian Associates, Inc. and Subsidiary Companies
Notes to the Consolidated Financial Statements
Unaudited
(Dollars in Millions)
NOTE 1: The consolidated financial statements include the accounts of
Varian Associates, Inc. and its subsidiaries and have been prepared
by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations. It is suggested that these financial statements
be read in conjunction with the financial statements and the notes
thereto included in the Company's latest Form 10-K annual report.
In the opinion of management, the consolidated financial statements
include all normal recurring adjustments necessary to present
fairly the information required to be set forth therein. The
results of operations for the third quarter and nine months ended
June 28, 1996, and June 30, 1995, are not necessarily indicative of
the results to be expected for a full year or for any other periods.
NOTE 2: Inventories are valued at the lower of cost or market (net
realizable value) using the last-in, first-out (LIFO) cost for the
U.S. inventories of the Health Care Systems (except for X-ray Tube
Products), Instruments, and Semiconductor Equipment segments. All
other inventories are valued principally at average cost. If the
first-in, first-out (FIFO) method had been used for those
operations valuing inventories on a LIFO basis, inventories would
have been higher than reported by $48.7 at June 28, 1996, $45.6 at
September 29, 1995, $50.2 at June 30, 1995, and $49.0 at September
30, 1994.
NOTE 3: The Company enters into forward exchange contracts to mitigate the
effects of operational (sales orders and purchase commitments) and
balance sheet exposures to fluctuations in foreign currency
exchange rates. When the Company's foreign exchange contracts
hedge operational exposure, the effects of movements in currency
exchange rates on these instruments are recognized in income when
the related revenue and expenses are recognized. When foreign
exchange contracts hedge balance sheet exposure, such effects are
recognized in income when the exchange rate changes. Because the
impact of movements in currency exchange rates on foreign exchange
contracts generally offsets the related impact on the
5
<PAGE> 6
Notes to the Consolidated Financial Statements (Continued)
NOTE 3 (Continued)
underlying items being hedged, these instruments do not subject the
Company to risk that would otherwise result from changes in currency
exchange rates. At June 28, 1996, the Company had forward exchange
contracts with maturities of twelve months or less to sell foreign
currencies totaling $61.9 million ($16.1 million of Canadian
dollars, $14.7 million of French francs, $12.8 million of Japanese
yen, $7.5 million of Italian lira, $5.7 million of British pounds,
$2.4 million of Deutsche marks, $1.6 million of Dutch gilders, and
$1.1 million of Belgium francs) and to buy foreign currencies
totaling $10.3 million ($6.0 million of British pounds, $2.0 million
of Australian dollars, $1.3 million of Swiss francs, $0.7 million of
Japanese yen, and $0.3 million of Swedish krona).
NOTE 4: In February 1990, a purported class action was brought by Panache
Broadcasting of Pennsylvania, Inc. on behalf of all purchasers of
electron tubes in the U.S. against the Company and a joint-venture
partner, alleging that the activities of their joint venture in the
power-grid tube industry violated antitrust laws. The complaint
seeks injunctive relief and unspecified damages, which may be
trebled under the antitrust laws. In February 1993, the U.S.
District Court in Chicago granted in part and denied in part the
Company's motion to dismiss the complaint. Panache Broadcasting
filed an amended complaint in March 1993. In October 1995, the
Court affirmed a federal Magistrate's recommendation to grant in
part and deny in part the Company's motion to dismiss the amended
complaint. Also in October 1995, the Magistrate recommended denial
of plaintiff's request to certify the purported class and
recommended certification of a different and narrower class than
that defined by plaintiff. The Company is appealing that proposed
class certification to the District Court, and believes that it has
meritorious defenses to the Panache lawsuit.
In addition to the above-referenced matter, the Company is currently
a defendant in a number of legal actions and could incur an
uninsured liability in one or more of them. In the opinion of
management, the outcome of the above litigation will not have a
material adverse effect on the financial condition of the Company.
The Company has also been named by the U.S. Environmental Protection
Agency or third parties as a potentially responsible party under the
Comprehensive Environmental Response Compensation and Liability Act
of 1980, as amended, at eight sites to which Varian is alleged to
have shipped manufacturing waste for recycling or disposal. The
Company is also involved in various stages of environmental
investigation and/or remediation under the direction of, or in
6
<PAGE> 7
Notes to the Consolidated Financial Statements (Continued)
NOTE 4 (Continued)
consultation with, federal, state, and/or local agencies at certain
current or former Company facilities. Uncertainty as to (a) the
extent to which the Company caused, if at all, the conditions being
investigated, (b) the extent of environmental contamination and
risks, (c) the applicability of changing and complex environmental
laws, (d) the number and financial viability of other potentially
responsible parties, (e) the stage of the investigation and/or
remediation, (f) the unpredictability of investigation and/or
remediation costs (including as to when they will be incurred), (g)
applicable clean-up standards,(h) the remediation (if any) that will
ultimately be required, and (i) available technology make it
difficult to assess the likelihood and scope of further
investigation or remediation activities or to estimate the future
costs of such activities if undertaken.
Nevertheless, the Company continues to estimate the amounts of these
future costs in periodically establishing reserves, based partly on
progress made in determining the magnitude of such costs, experience
gained from sites on which remediation is ongoing or has been
completed, and the timing and extent of remedial actions required by
the applicable governmental authorities. As of June 28, 1996, the
Company estimated that the present value of the Company's future
exposure for environmental related investigation and remediation
expenditures, including operating and maintenance costs, ranged from
approximately $33.2 million to $56.0 million. The time frame over
which the Company expects to incur such costs varies with each site,
ranging up to 30 years. Management believes that no amount in the
foregoing range of estimated future costs is more probable of being
incurred than any other amount in such range and therefore has
accrued $33.2 million in estimated environmental costs at June 28,
1996.
Although any ultimate liability arising from an environmental
related matter described herein could result in significant
expenditures that, if aggregated and assumed to occur within a
single fiscal year, would be material to the Company's financial
condition, the likelihood of such occurrence is considered remote.
Based on information currently available to management and its best
assessment of the ultimate amount and timing of environmental
related events, management believes that the costs of these
environmental related matters are not reasonably likely to have a
material adverse effect on the financial condition of the Company.
The Company evaluates its liability for environmental related
investigation and remediation in light of the liability and
financial wherewithal of potentially responsible parties and
insurance companies with respect to which the Company believes that
it has rights to contribution, indemnity and/or reimbursement.
7
<PAGE> 8
Notes to the Consolidated Financial Statements (Continued)
NOTE 4: (Continued)
Claims for recovery of environmental investigation and remediation
costs already incurred and to be incurred in the future have been
asserted against various insurance companies and other third
parties. In 1992, the Company filed a lawsuit against 36 insurance
companies with respect to most of the above-referenced sites. The
Company received certain settlements during 1995 and 1996 and has a
$6.1 million receivable in Other Current Assets at June 28, 1996.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
On July 18, 1996, the Company reported record earnings for the third
quarter of fiscal 1996. Net profits for the quarter rose to $34.4 million up 19%
from last year's $28.9 million. Earnings per share from continuing operations of
$1.07 were up 30% from the $0.82 per share in the third quarter of 1995.
Third-quarter orders of $350 million were below 1995's $357 million. Sales of
$417 million grew 6% over last year's $394 million, but rose 10% over the prior
year after adjusting for the effect of distribution agreement with Tokyo
Electron Ltd. (TEL) which was terminated at the close of 1994. Backlog of $646
million rose 3% from the year-ago's $627 million. For the first nine months of
fiscal 1996, earnings from continuing operations were $92.9 million, a 27%
increase over the prior year's $73.2 million. Earnings per share from continuing
operations of $2.88 were 40% ahead of 1995's $2.06 for the year to date. Orders
rose 4%, reaching $1.216 billion versus 1995's $1.167 billion. Sales of $1.186
billion were marginally above the prior year's $1.169 billion, but increased 10%
when adjusted for the termination of the TEL distribution agreement. The higher
sales and earnings for the year to date reflect double-digit orders growth and
improved profit margins in the Semiconductor Equipment and Instruments
businesses, which more than compensated for a decline in Health Care Systems'
results. All three of the Company's businesses experienced strong international
demand for products and services, with over 50% of orders for both the quarter
and the first nine months coming from markets outside the U.S.
Year-to-date orders for the Company's Semiconductor Equipment business
grew 10% over the year-ago period, despite a 9% decline in the third quarter.
Sales for the nine months rose 20% when adjusted for the previously mentioned
TEL distribution agreement. Operating margins for this business improved and
backlog rose 18% over the year-ago's level. The widely reported slowdown in the
semiconductor industry has prompted a long anticipated leveling off in the
strong demand experienced by equipment suppliers over the past two years. The
Company continued to enjoy reasonably good business levels, particularly for
systems which can reduce chipmakers' overall production costs or help them
achieve the next level of chip sophistication. Orders were received from all
geographic regions, with particular strength in the U.S. and areas of the Far
East such as Korea.
Orders for the Health Care Systems business exceeded the $100 million mark
for the thirteenth consecutive quarter, while falling 3% below 1995 levels for
the quarter and 7% below for the year to date. Sales rose to $118 million from
$114 million in the year-ago quarter but fell 4% below last year's first nine
months. Backlog was essentially the same as in the 1995 period, while operating
margins were moderately lower. International demand for Health Care Systems'
products continued to be strong. However, because offshore activities account
for a smaller portion of the total, that strength did not offset the effects of
softer demand in the U.S. due to managed-care and
9
<PAGE> 10
Management's Discussion And Analysis (Continued)
related continuing cost containment efforts. The X-ray tube side of this
business performed reasonably well despite the difficult industry conditions. To
meet the growing overseas demand for its health care products, the Company
continues to develop and broaden international distribution, especially in
Europe and the Far East. The Company is addressing the turmoil in the U.S.
market with new ancillary products which build on its extensive installed base
of radiation therapy systems.
Nine-month orders for the Instruments business were up 17% compared to the
1995 period. Year-to-date sales rose 12%, and were up 19% in the third quarter
to a record $120 million. Backlog grew significantly, and margins nearly doubled
from the prior year's level. Instruments business performance was driven by the
ability of these operations to take advantage of improving market conditions as
well as the demand for several new products which have been introduced over the
last year.
FINANCIAL CONDITION
The Company's financial condition remained strong during the first nine
months of fiscal 1996. Operating activities provided cash of $35.7 million in
the first nine months of fiscal 1996 and provided $68.7 million in the same
period last year. Investing activities in the first nine months of fiscal 1996
used $55.4 million, $49.2 million for the purchase of property, plant and
equipment. Investing activities in the same period last year used $46.9 million,
$12.7 million for the purchase of businesses and $40.6 million for the purchase
of property, plant and equipment. Financing activities provided $12.3 million
during the nine months of 1996 and used $7.8 million during the same period last
year. Total debt as a percentage of total capital increased to 19.5% at the end
of the third quarter of fiscal 1996 as compared with 13.6% at fiscal year end.
The ratio of current assets to current liabilities increased to 1.59 to 1 at
June 28, 1996, from 1.51 to 1 at fiscal year end, 1995. The Company has
available $50 million in unused committed lines of credit.
OUTLOOK
Except for historical information, this discussion contains forward
looking statements that involve risks and uncertainties that could cause actual
results to differ materially from those projected. Such risks and uncertainties
include: product demand and market acceptance risks; the effect of general
economic conditions and foreign currency fluctuations; the impact of competitive
products and pricing; new product development and commercialization; the impact
of slower growth in worldwide semiconductor demand; the effect of the continuing
shift in growth from domestic to international health care customers, and the
impact of managed-care initiatives in the United States; the continued
improvement of the various instruments markets the company serves; the ability
to hire and retain sufficient qualified personnel; the ability to increase
operating margins on higher sales; and other risks detailed from time to time in
the Company's filings with the U.S. Securities and Exchange Commission.
10
<PAGE> 11
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Varian Associates, Inc.:
We have reviewed the consolidated balance sheets of Varian Associates, Inc. and
subsidiary companies as of June 28, 1996 and June 30, 1995, and the related
consolidated statements of earnings for the quarters and nine months ended June
28, 1996 and June 30, 1995, and the condensed consolidated statements of cash
flows for the nine months ended June 28, 1996 and June 30, 1995. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the aforementioned financial statements for them to be in conformity
with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
------------------------------
COOPERS & LYBRAND L.L.P.
San Jose, California
July 17, 1996
11
<PAGE> 12
Part II. Other Information
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 Computation of Earnings Per Share.
Exhibit 15 Letter Regarding Unaudited Interim Financial
Information.
Exhibit 27 Financial Data Schedule (EDGAR filing only)
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed for the third quarter ended
June 28, 1996.
12
<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VARIAN ASSOCIATES, INC.
-----------------------
Registrant
August 8, 1996
-----------------------
Date
/s/ Wayne P. Somrak
-----------------------
Wayne P. Somrak
Vice President and Controller
(Chief Accounting Officer)
13
<PAGE> 14
INDEX OF EXHIBITS
Exhibit
Number Page
- ------- ----
11 Computation of Earnings Per Share 15
15 Letter Regarding Unaudited Interim Financial Information 16
27 Financial Data Schedule (EDGAR filing only) -
14
<PAGE> 1
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE IN ACCORDANCE
WITH INTERPRETIVE RELEASE NO. 34-9083
UNAUDITED
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
JUNE 28, JUNE 30, JUNE 28, JUNE 30,
(SHARES IN THOUSANDS) 1996 1995 1996 1995
- --------------------- -------- ------- ------- -------
<S> <C> <C> <C> <C>
Actual weighted average shares outstanding for the period 31,083 33,894 31,083 33,854
Dilutive employee stock options 1,139 1,537 1,150 1,626
-------- ------- ------- -------
Weighted average shares outstanding for the period 32,222 35,431 32,233 35,480
======== ======= ======= =======
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
- ------------------------------------------------
Earnings from continuing operations 34,379 28,927 92,942 73,185
Earnings from discontinued operations -- 2,816 -- 9,000
-------- ------- ------- -------
Earnings applicable to fully diluted earnings per share $ 34,379 $31,743 $92,942 $82,185
======== ======= ======= =======
Earnings per share based on SEC interpretive release
No. 34-9083:
Earnings from continuing operations 1.07 0.82 2.88 2.06
Earnings from discontinued operations -- 0.08 -- 0.26
------- ------- ------- --------
Earnings per share - Fully Diluted (1) $ 1.07 $ 0.90 $ 2.88 $ 2.32
======= ======= ======= ========
</TABLE>
(1) There is no significant difference between fully diluted earnings per share
and primary earnings per share.
-15-
<PAGE> 1
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Varian Associates, Inc.
Registrations on Forms S-8 and S-3
We are aware that our report dated July 17, 1996 on our review of the interim
financial information of Varian Associates, Inc. for the three-month and nine
month periods ended June 28, 1996 and June 30, 1995 and included in this Form
10-Q is incorporated by reference in the Company's registration statements on
Forms S-8, Registration Statement Numbers 33-46000, 33-33661, 33-33660, and
2-95139 and Forms S-8 and S-3, Registration Statement Number 33-40460. Pursuant
to Rule 436(c) under the Securities Act of 1933 this report should not be
considered a part of the registration statements prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
Coopers & Lybrand L.L.P
San Jose, California
August 8, 1996
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-27-1996
<PERIOD-START> SEP-30-1995
<PERIOD-END> JUN-28-1996
<CASH> 117,065
<SECURITIES> 0
<RECEIVABLES> 343,190
<ALLOWANCES> 2,344
<INVENTORY> 218,040
<CURRENT-ASSETS> 783,863
<PP&E> 468,452
<DEPRECIATION> 259,202
<TOTAL-ASSETS> 1,051,517
<CURRENT-LIABILITIES> 492,075
<BONDS> 0
0
0
<COMMON> 31,091
<OTHER-SE> 421,411
<TOTAL-LIABILITY-AND-EQUITY> 1,051,517
<SALES> 1,185,948
<TOTAL-REVENUES> 1,185,948
<CGS> 741,532
<TOTAL-COSTS> 1,041,141
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 715
<INCOME-PRETAX> 144,092
<INCOME-TAX> 51,150
<INCOME-CONTINUING> 92,942
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 92,942
<EPS-PRIMARY> 0
<EPS-DILUTED> 2.88
</TABLE>
