<PAGE> 1
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 June 30, 1997
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 1-4879
------
DIEBOLD, INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0183970
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077
- ----------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 489-4000
- --------------------------------------------------------------------------------
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 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 Shares, as of the latest practicable date.
Class Outstanding at July 28, 1997
----- ----------------------------
Common Shares $1.25 Par Value 68,959,356 Shares
- ------------------------------ ---------- ------
-1-
<PAGE> 2
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Income -
Three Months and Six Months Ended June 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 10
INDEX TO EXHIBITS 11
</TABLE>
-2-
<PAGE> 3
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
-----------------------------------------------
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
- ------
Current assets
Cash and cash equivalents $ 23,925 $ 21,885
Short-term investments 36,766 43,249
Trade receivables 291,760 256,572
Inventories 123,262 109,432
Prepaid expenses and other current assets 53,233 56,385
--------- ---------
Total current assets 528,946 487,523
Securities and other investments 151,992 138,403
Property, plant and equipment, at cost 239,176 203,103
Less accumulated depreciation and amortization 111,551 107,169
--------- ----------
127,625 95,934
Finance receivables 41,546 38,099
Other assets 96,886 99,142
--------- ----------
$ 946,995 $ 859,101
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Accounts payable and other current liabilities $ 155,931 $ 159,126
Deferred income 93,397 69,094
--------- ---------
Total current liabilities 249,328 228,220
Bonds payable 20,800 --
Pensions 22,516 20,308
Postretirement benefits 22,060 21,863
Minority interest 18,397 13,140
Shareholders' equity
Preferred Shares, no par value, authorized
1,000,000 shares, none issued
Common Shares, par value $1.25, authorized
125,000,000, issued 69,213,478 and
68,997,276 shares, respectively; outstanding 68,942,602
and 68,840,591 shares, respectively 86,516 86,246
Additional capital 33,812 28,110
Retained earnings 515,254 478,667
Treasury shares, at cost (270,876 and 156,685 shares, respectively) (12,882) (7,170)
Other (8,806) (10,283)
---------- ----------
Total shareholders' equity 613,894 575,570
--------- ---------
$ 946,995 $ 859,101
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE> 4
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(Unaudited)
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
----------------------- ------------------------
Net sales 1997 1996 1997 1996
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Products $203,721 $ 161,744 $375,481 $294,634
Services 99,481 86,593 192,329 169,589
-------- --------- -------- --------
303,202 248,337 567,810 464,223
Cost of sales
Products 126,182 99,510 228,928 181,064
Services 70,817 61,298 140,320 121,814
-------- -------- -------- --------
196,999 160,808 369,248 302,878
-------- -------- -------- --------
Gross profit 106,203 87,529 198,562 161,345
Selling and administrative expense 46,848 39,825 90,401 76,935
Research, development and engineering expense 13,072 12,925 25,973 24,971
-------- -------- -------- --------
59,920 52,750 116,374 101,906
-------- -------- -------- --------
Operating profit 46,283 34,779 82,188 59,439
Investment income 5,054 5,126 9,561 9,161
Miscellaneous, net (2,334) (2,342) (4,004) (3,836)
Minority interest (2,473) (836) (5,256) (910)
-------- -------- --------- --------
Income before taxes 46,530 36,727 82,489 63,854
Taxes on income 15,840 12,300 28,066 21,388
-------- -------- --------- --------
Net income $ 30,690 $ 24,427 $ 54,423 $ 42,466
======== ======== ========= ========
Weighted average number of Common Shares
outstanding 68,935 68,770 68,908 68,772
Net income per Common Share $ 0.45 $ 0.36 $ 0.79 $ 0.62
======== ======== ========= ========
Cash dividends paid per Common Share $ 0.1250 $ 0.1133 $ 0.2500 $ 0.2267
======== ======== ========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE> 5
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six months Ended
June 30,
1997 1996
--------- --------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 54,423 $ 42,466
Adjustments to reconcile net income to cash
provided by operating activities:
Minority share of income 5,256 910
Depreciation and amortization 8,076 8,135
Other charges and amortization 5,014 5,366
Cash used by changes in certain
current assets and liabilities (48,633) (25,656)
Changes in deferred income 24,303 15,846
Other 3,468 6,353
-------- --------
Total adjustments (2,516) 10,954
-------- --------
Net cash provided by operating activities 51,907 53,420
Cash flow from investing activities:
Proceeds from maturities of investments 26,085 35,344
Payments for purchases of investments (32,557) (50,105)
Capital expenditures (40,015) (10,094)
Increase in certain other assets (7,209) (2,255)
-------- --------
Net cash used by investing activities (53,696) (27,110)
Cash flow from financing activities:
Dividends paid (17,231) (15,594)
Proceeds from issuance of Common Shares 260 530
Proceeds from long-term borrowings 20,800 --
-------- --------
Net cash provided by (used by) financing activities 3,829 (15,064)
-------- --------
Increase in cash and cash equivalents 2,040 11,246
Cash and cash equivalents at the beginning of the period 21,885 15,698
-------- --------
Cash and cash equivalents at the end of the period $ 23,925 $ 26,944
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE> 6
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
(Dollars in thousands)
1. The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments), which are, in the opinion of management, necessary
for a fair statement of the results for the interim periods. The condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto together with
management's discussion and analysis of financial condition and results of
operations contained in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996. In addition, the Registrant's statements
in this Form 10-Q report may be considered forward-looking and involve
risks and uncertainties that could significantly impact expected results.
A discussion of these risks and uncertainties is contained in the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1996. The results of operations for the six month period ended June 30,
1997 are not necessarily indicative of results to be expected for the full
year.
2. The Net income per Common Share computations in the condensed consolidated
statements of income are based on the weighted average number of shares
outstanding during each period reported. On January 30, 1997, the Board of
Directors declared a three-for-two stock split effected in the form of a
stock dividend, distributed on February 19, 1997, to shareholders of
record on February 7, 1997. Accordingly, all numbers of Common Shares,
except authorized shares and treasury shares, and all per share data have
been restated to reflect this stock split.
<TABLE>
<CAPTION>
3. Inventory detail at: June 30, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Finished goods and
service parts $ 47,489 $ 40,348
Work in process 75,598 68,967
Raw materials 175 117
-------- --------
Total inventory $123,262 $109,432
======== ========
</TABLE>
4. The Registrant has reclassified the presentation of certain prior-year
information to conform with the current presentation format.
5. The Registrant announced on June 27, 1997, that it would discontinue its
international marketing and distribution agreement with IBM. On July 2,
1997, IBM informed the Registrant that it was exercising its option to
sell its 30 percent minority ownership in InterBold to the Registrant. The
Registrant and IBM have begun discussions to assess the value of the
minority stake. Any financial impact has not yet been determined.
-6-
<PAGE> 7
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 1O-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As of June 30, 1997
(Unaudited)
(Dollars in thousands except for per share data)
Changes in Financial Condition
- ------------------------------
The balance sheet of the Registrant continued to reflect a strong financial
position at June 30, 1997. Cash, cash equivalents and short-term investments
decreased to $60,691 at June 30, 1997 compared to $65,134 at December 31, 1996.
These assets along with securities and other investments accounted for 22% and
24% of total assets at June 30, 1997 and December 31, 1996, respectively.
Securities and other investments consist principally of tax-free municipal
bonds, preferred stock, and other investments.
Future capital expenditures and increases in working capital are expected to be
financed primarily through internally generated funds. The Registrant's
investment portfolio is available for any funding needs if required. External
financing is also available if needed through the Registrant's lines of credit.
At June 30, 1997, the Registrant had unused lines of credit approximating
$60,000 and the Registrant is not restricted as to the use of funds borrowed
under these credit agreements. Therefore, the lines of credit represent an
additional and immediate source of liquidity. During the first and second
quarters of 1997, the Registrant issued Industrial Development Revenue Bonds to
finance the construction of its Danville and Staunton, Virginia and Lexington,
North Carolina manufacturing facilities. The Company's strong financial position
enhances its ability to obtain additional funds if required.
Shareholders' equity per Common Share at June 30, 1997 improved to $8.90 from
$8.36 at December 31, 1996. The second quarter cash dividend of $0.125 per share
was paid on June 6, 1997 to shareholders of record on May 16, 1997. Diebold,
Incorporated shares are listed on the New York Stock Exchange under the symbol
of DBD. The market price during the first six months of 1997 fluctuated within
the range of $28.00 and $44.875.
On April 24, 1997, the Registrant announced that its Board of Directors
authorized the repurchase of up to two million common shares of the Registrant's
stock in the open market. The timing and actual amount repurchased will depend
on prevailing share market prices and trading volume. The shares that are
acquired will be held as treasury shares and will be available for general
corporate purposes.
Results of Operations
- ---------------------
Second Quarter 1997 Comparison to Second Quarter 1996
- -----------------------------------------------------
Net sales for the second quarter of 1997 increased from the same period in 1996
by $54,865 or 22%. Total gross profit increased $18,674 or 21% over the second
quarter's performance in 1996. Product gross profit accounted for the majority
of this increase as the result of increased sales volume of self-service
terminals both domestically and internationally and continuing cost containment
efforts. Operating expenses increased $7,170 or 14% over the same period in 1996
largely due to higher selling expenses resulting from the increases in sales
volumes and expenditures from various new marketing programs. Operating profit
increased $11,504 or 33% over second quarter 1996's performance.
-7-
<PAGE> 8
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 1O-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
As of June 30, 1997
(Unaudited/Dollars in thousands except for per share data)
First Half 1997 Comparison to First Half 1996
- ---------------------------------------------
Consolidated net sales for the first half of 1997 exceeded the same period in
1996 by $103,587 or 22%. Total gross profit increased $37,217 or 23% over 1996's
first half performance. Product gross profit continued to account for the
majority of this increase in total gross profit resulting from increased
domestic and international sales volumes and reduction of costs. Operating
expenses increased $14,468 or 14% over the same period in 1996 due to the higher
selling and administrative expenses associated with the increase in sales
activity. Operating profit for the first half 1997 exceeded the first half 1996
by $22,749 or 38%.
The Company's backlog of unfilled orders was $253,305 at June 30, 1997, compared
to $214,172 at June 30, 1996, an increase of $39,133 or 18%. The Company
believes, however, that order backlog information is not, by itself, a
meaningful indicator of future revenue streams. There are numerous factors which
influence the amount and timing of revenue recognized in future periods.
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1(i) Amended and Restated Articles of Incorporation of Diebold,
Incorporated -- incorporated by reference to Exhibit 3.1(i) of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
3.1(ii) Code of Regulations -- incorporated by reference to Exhibit 4(c)
to Registrant's Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-32960.
3.2 Certificate of Amendment by Shareholders to Amended Articles of
Incorporation of Diebold, Incorporated -- incorporated by
reference to Exhibit 3.2 to Registrant's Form 10-Q for the quarter
ended March 31, 1996.
4. Rights Agreement dated as of February 10, 1989 between Diebold,
Incorporated and Bank of New York -- incorporated by reference to
Exhibit 2.1 to Registrant's Registration Statement on Form 8-A
dated February 10, 1989.
*10.1 Form of Employment Agreement as amended and restated as of
September 13, 1990 -- incorporated by reference to Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990.
*10.2 Schedule of Certain Officers who are Parties to Employment
Agreements in the form of Exhibit 10.1.
*10.3(i) Supplemental Retirement Benefit Agreement with William T. Blair --
incorporated by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
*10.3(ii) Consulting Agreement with William T. Blair -- incorporated by
reference to Exhibit 10.3(ii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996.
-8-
<PAGE> 9
*10.5 Supplemental Employee Retirement Plan (as amended January 1, 1994)
-- incorporated by reference to Exhibit 10.5 of Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
10.6 Amended and Restated Partnership Agreement dated as of September
12, 1990 -- incorporated by reference to Exhibit 10 to
Registrant's Form 8-K dated September 26, 1990.
*10.7 1985 Deferred Compensation Plan for Directors of Diebold,
Incorporated -- incorporated by reference to Exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.
*10.8 1991 Equity and Performance Incentive Plan as Amended and Restated
-- incorporated by reference to Exhibit 10.8 to Registrant's Form
10-Q for the quarter ended March 31, 1997.
*10.9 Long-Term Executive Incentive Plan -- incorporated by reference to
Exhibit 10.9 of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
*10.10 1992 Deferred Incentive Compensation Plan (as amended and restated
as of July 1, 1993) -- incorporated by reference to Exhibit 10.10
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
*10.11 Annual Incentive Plan -- incorporated by reference to Exhibit
10.11 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992.
*10.12 Employment Agreement with Robert P. Barone -- incorporated by
reference to Exhibit 10.12 to Registrant's Form 10-Q for the
quarter ended September 30, 1994.
*10.13 Forms of Deferred Compensation Agreement and Amendment No. 1 to
Deferred Compensation Agreement -- incorporated by reference to
Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
A Form 8-K dated July 3, 1997 was filed with respect to the
Company's decision to discontinue its international marketing and
distribution agreement with IBM, and the announcement that IBM
exercised its option to sell its 30 percent minority ownership in
InterBold to Registrant.
* Reflects management contract or other compensatory arrangement.
-9-
<PAGE> 10
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
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.
DIEBOLD, INCORPORATED
---------------------------------
(Registrant)
Date: July 29, 1997 By: /s/ Robert W. Mahoney
-------------- -----------------------------
Robert W. Mahoney
Chairman of the Board and
Chief Executive Officer
Date: July 29, 1997 By: /s/ Gerald F. Morris
-------------- -----------------------------
Gerald F. Morris
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
-10-
<PAGE> 11
DIEBOLD, INCORPORATED
FORM 10-Q
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
3.1 (i) Amended and Restated Articles of Incorporation of Diebold,
Incorporated -- incorporated by reference to Exhibit 3.1(i) of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. --
3.1 (ii) Code of Regulations -- incorporated by reference to Exhibit
4(c) to Registrant's Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 33-32960. --
3.2 Certificate of Amendment by Shareholders to Amended Articles
of Incorporation of Diebold, Incorporated -- incorporated by
reference to Exhibit 3.2 to Registrant's Form 10-Q for the
quarter ended March 31, 1996. --
4. Rights Agreement dated as of February 10, 1989 between Diebold,
Incorporated and Ameritrust Company National Association --
incorporated by reference to Exhibit 2.1 to Registrant's
Registration Statement on Form 8-A dated February 10, 1989. --
10.1 Form of Employment Agreement as amended and restated as of
September 13, 1990 -- incorporated by reference to Exhibit
10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990. --
10.2 Schedule of Certain Officers who are Parties to Employment
Agreements in the form of Exhibit 10.1. 13
10.3 (i) Supplemental Retirement Benefit Agreement with William T.
Blair -- incorporated by reference to Exhibit 10.3 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995. --
10.3 (ii) Consulting Agreement with William T. Blair -- incorporated by
reference to Exhibit 10.3(ii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996. --
</TABLE>
-11-
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
10.5 Supplemental Employee Retirement Plan (as amended January 1,
1994) -- incorporated by reference to Exhibit 10.5 of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. --
10.6 Amended and Restated Partnership Agreement dated as of
September 12, 1990 -- incorporated by reference to Exhibit 10
to Registrant's Form 8-K dated September 26, 1990. --
10.7 1985 Deferred Compensation Plan for Directors of Diebold,
Incorporated -- incorporated by reference to Exhibit 10.7
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. --
10.8 1991 Equity and Performance Incentive Plan as Amended and
Restated -- incorporated by reference to Exhibit 10.8 to
Registrant's Form 10-Q for the quarter ended March 31, 1997. --
10.9 Long-Term Executive Incentive Plan -- incorporated by
reference to Exhibit 10.9 of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993. --
10.10 1992 Deferred Incentive Compensation Plan (as amended and
restated as of July 1, 1993) -- incorporated by reference to
Exhibit 10.10 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993. --
10.11 Annual Incentive Plan -- incorporated by reference to Exhibit
10.11 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. --
10.12 Employment Agreement with Robert P. Barone -- incorporated by
reference to Exhibit 10.12 to Registrant's Form 10-Q for the
quarter ended September 30, 1994. --
10.13 Forms of Deferred Compensation Agreement and Amendment No. 1
to Deferred Compensation Agreement -- incorporated by
reference to Exhibit 10.13 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996. --
27. Financial Data Schedule. 14
</TABLE>
-12-
<PAGE> 1
Exhibit 10.2
Schedule of Certain Officers Who Are
Parties to Employment Agreements
Robert P. Barone
William T. Blair
Charles J. Bechtel
David Bucci
Frank G. D'Angelo
Warren W. Dettinger
Reinoud G. J. Drenth
Donald E. Eagon, Jr.
Charee Francis-Vogelsang
Bartholomew J. Frazzitta
Michael J. Hillock
Larry D. Ingram
Robert W. Mahoney
Gerald F. Morris
Edgar N. Peterson
Charles B. Scheurer
Gregg A. Searle
Robert L. Stockamp
Alben W. Warf
Robert J. Warren
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM CONDENSED CONSOLIDATED
BALANCE SHEET AT JUNE 30, 1997 AND CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 23,925
<SECURITIES> 36,766
<RECEIVABLES> 291,760
<ALLOWANCES> 0
<INVENTORY> 123,262
<CURRENT-ASSETS> 528,946
<PP&E> 239,176
<DEPRECIATION> 111,551
<TOTAL-ASSETS> 946,995
<CURRENT-LIABILITIES> 249,328
<BONDS> 20,800
<COMMON> 86,516
0
0
<OTHER-SE> 527,378
<TOTAL-LIABILITY-AND-EQUITY> 946,995
<SALES> 375,481
<TOTAL-REVENUES> 567,810
<CGS> 228,928
<TOTAL-COSTS> 369,248
<OTHER-EXPENSES> 116,374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 82,489
<INCOME-TAX> 28,066
<INCOME-CONTINUING> 54,423
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,423
<EPS-PRIMARY> .79
<EPS-DILUTED> .79
</TABLE>