SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(mark one)
[XX] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1995
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 No. 1-4235
AMP INCORPORATED
a Pennsylvania corporation
(Exact name of registrant as specified in charter,
and state of incorporation)
********************************
Employer Identification No. 23-0332575
Harrisburg, Pennsylvania 17105-3608
(Address of principal executive offices of registrant)
(717) 564-0100
(Registrant's telephone number, including area code)
********************************
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES [X]. NO [ ].
The number of shares of AMP Common Stock (without Par Value)
outstanding at August 11, 1995 was 217,587,672. This number includes
7,595,525 shares of AMP Common Stock issued for the exchange of M/A-COM,
Inc. common stock in the registrant's merger with M/A-COM, Inc.; a
small portion of these shares represent fractional shares that will not
be exchanged but will be paid in cash.
Includes an Exhibit Index.
AMP Incorporated & Subsidiaries
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Consolidated Statements of Income for the three months and the six
months ended June 30, 1995 and 1994, the Consolidated Statements of
Cash Flows for the six months ended June 30, 1995 and 1994, and the
Consolidated Balance Sheets at June 30, 1995 and December 31, 1994,
are presented below. See the notes to these condensed consolidated
financial statements at the end thereof.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands,
except per share data)
For the Three Months
Ended June 30,
1995 1994 (1)(2)
------------ ------------
Net Sales.......................... $ 1,336,059 $ 1,087,836
Cost of Sales...................... 887,718 714,149
------------ ------------
Gross income................... 448,341 373,687
Selling, General and
Administrative Expenses........... 237,915 203,233
Merger - related expenses.......... 48,683 --
------------ ------------
Income from operations......... 161,743 170,454
Interest Expense................... (10,326) (7,320)
Other Deductions, net............. (3,926) (7,596)
------------ ------------
Income before income taxes..... 147,491 155,538
Income Taxes....................... 49,973 59,142
------------ ------------
Net Income......................... $ 97,518 $ 96,396
============ ============
Per Share - Net income (3)..... $.45 $ .44
Cash dividends (4)... $.23 $ .21
(3) Weighted average number of shares 217,329,362 216,979,153
============ ============
(1) Results have been restated to reflect merger with M/A-COM. See Note 2.
(2) M/A-COM fiscal period ended on April 2, 1994.
(3) Per share data and weighted average shares have been retroactively
restated to reflect the 2-for-1 stock split on March 2, 1995.
(4) Reflects actual per share payments.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands,
except per share data)
For the Six Months
Ended June 30,
1995 1994 (1)(2)
------------ ------------
Net Sales.......................... $ 2,631,828 $ 2,073,079
Cost of Sales...................... 1,762,575 1,369,836
------------ ------------
Gross income................... 869,253 703,243
Selling, General and
Administrative Expenses........... 466,127 389,587
Merger - related expenses.......... 48,683 --
------------ ------------
Income from operations......... 354,443 313,656
Interest Expense................... (19,397) (13,822)
Other Deductions, net..... (18,063) (13,976)
------------ ------------
Income before income taxes..... 316,983 285,858
Income Taxes....................... 114,150 108,842
------------ ------------
Net Income......................... $ 202,833 $ 177,016
============ ============
Per Share - Net income (3)... $ .93 $ .81
Cash dividends (4)... $ .46 $ .42
(3)Weighted average number of shares 217,248,797 217,007,885
============ ============
(1) Results have been restated to reflect merger with M/A-COM. See Note 2.
(2) M/A-COM fiscal period ended on April 2, 1994.
(3) Per share data and weighted average shares have been retroactively
restated to reflect the 2-for-1 stock split on March 2, 1995.
(4) Reflects actual per share payments.
AMP Incorporated & Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed and Unaudited)
(dollars in thousands)
For the Six Months
Ended June 30,
1995 (1) 1994 (1)(2)
--------- ---------
Cash and Cash
Equivalents at January 1.................. $ 244,568 $ 267,702
Operating Activities:
Net income................................ 202,833 177,016
Noncash adjustments -
Depreciation and amortization........... 176,007 150,451
Changes in operating assets
and liabilities........................ (108,965) (76,726)
Other, net.............................. 52,178 17,651
--------- ---------
Cash provided by operating
activities........................... 322,053 268,392
--------- ---------
Investing Activities:
Additions to property, plant
and equipment............................ (326,221) (197,613)
Other, net................................ 25,466 (8,375)
--------- ---------
Cash used for investing
activities........................... (300,755) (205,988)
--------- ---------
Financing Activities:
Changes in short-term debt................ 55,730 (65,357)
Additions to long-term debt............... 13,976 61,950
Reductions of long-term debt.............. (18,580) (4,123)
Purchases of treasury stock............... (112) (5,914)
Dividends paid............................ (96,449) (88,095)
Other, net................................ 1,188 1,047
--------- ---------
Cash used for financing
activities........................... (44,247) (100,492)
--------- ---------
Effect of Exchange Rate Changes
on Cash.................................... 5,001 5,113
--------- ---------
Cash and Cash Equivalents at June 30........ $ 226,620 $ 234,727
========= =========
Changes in Operating Assets and Liabilities:
Receivables............................... $ (86,510) $(121,938)
Inventories............................... (63,764) (37,851)
Other current assets...................... (29,692) (11,623)
Payables, trade and other................. (2,394) 33,731
Accrued payrolls and benefits............. 36,440 26,239
Other accrued liabilities................. 36,955 34,716
--------- ---------
$(108,965) $ (76,726)
========= =========
(1) Results have been restated to reflect merger with M/A-COM.
See Note 2.
(2) M/A-COM fiscal period began on October 3, 1993 and ended on April
2, 1994.
AMP Incorporated & Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Condensed)
(dollars in thousands)
June 30, December 31,
1995 1994
----------- -----------
ASSETS (unaudited)
Current Assets:
Cash and cash equivalents.......... $ 226,620 $ 244,568
Securities available for sale...... 119,036 156,708
Receivables........................ 1,070,292 908,390
Inventories---
Finished goods and work in
process........................ 407,614 373,094
Purchased and manufactured parts. 258,057 199,493
Raw materials.................... 74,253 69,366
----------- -----------
Total inventories.............. 739,924 641,953
Other current assets............... 269,199 222,681
----------- -----------
Total current assets........... 2,425,071 2,174,300
----------- -----------
Property, Plant and Equipment........ 4,153,860 3,713,660
Less - Accumulated depreciation.... 2,365,350 2,138,978
----------- -----------
Property, plant and equipment,
net........................... 1,788,510 1,574,682
----------- -----------
Investments and Other Assets......... 343,075 343,564
----------- -----------
TOTAL ASSETS......................... $ 4,556,656 $ 4,092,546
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt.................... $ 255,770 $ 182,338
Payables, trade and other.......... 462,609 403,947
Accrued liabilities................ 588,997 520,637
----------- -----------
Total current liabilities........ 1,307,376 1,106,922
Long-Term Debt....................... 309,413 278,843
Other Liabilities and
Deferred Credits................... 253,199 211,026
----------- -----------
Total liabilities................ 1,869,988 1,596,791
Shareholders' Equity................. 2,686,668 2,495,755
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY.............................. $ 4,556,656 $ 4,092,546
=========== ===========
AMP Incorporated & Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(June 30, 1995 Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, 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, although the Company believes that
the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Company's latest annual report and Form 10-K, and Form 10-Q
as of and for the three months ended March 31, 1995.
The information furnished reflects all adjustments which are, in the
opinion of management, necessary for a fair statement of the results for the
interim periods.
2. MERGER WITH M/A-COM
On June 30, 1995, AMP Incorporated ("AMP") acquired M/A-COM, Inc.
("M/A-COM") and in connection therewith issued 7,595,525 shares of AMP
common stock for all of the outstanding common shares of M/A-COM. The
acquisition was accounted for as a pooling of interests and accordingly,
the AMP consolidated financial statements for all periods prior to the
merger have been restated to include the results of M/A-COM. In recording
the business combination, M/A-COM's 1994 and prior years' financial
statements (ended on the Saturday closest to September 30) were combined
with AMP's December 31 fiscal year end financial statements. Beginning in
1995, M/A-COM's calendar quarters are combined with AMP's calendar quarters
as of the same date. In conforming the reporting periods, the net loss of
M/A-COM for the quarter ended December 31, 1994 of $5.1 million was charged
directly to retained earnings.
The consolidated financial results of the three months ended June 30,
1995 include charges of approximately $49 million before taxes (which
reduced after-tax earnings by $.15 per share) of transaction fees and other
one-time expenses associated with the merger. In addition, adjustments to
conform M/A-COM's adoption of SFAS No. 109 on "Accounting for Income Taxes"
increased retained earnings by $39 million and reduced M/A-COM's previously
reported tax provision for the three and six months ended June 30, 1994 by
$.1 million and $.4 million, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
HIGHLIGHTS
SECOND QUARTER 1995
MERGER
AMP merged with M/A-COM June 30, 1995; therefore, unless otherwise
noted, all figures in this report are on a consolidated basis, and
prior periods have been restated to reflect this pooling of
interests.
SALES
Record $1.34 billion; up 23% from $1.09 billion in second quarter
1994, up 3% from $1.30 billion in first quarter 1995
EARNINGS
Before merger - Record 61 cents/share; up 33% from 46 cents/share
in second quarter 1994 and 22% from 50 cents/share in first quarter
1995
After merger consolidation - 45 cents/share; up 2% from 44 cents
in second quarter 1994 and down 6% from 48 cents/share in first
quarter 1995. 16 cents/share reduction due to one-time merger
costs and 4% more shares outstanding
BOOKINGS
Record $1.40 billion, up 23% from $1.14 billion in year-earlier
quarter and flat with prior quarter. Inclusion of M/A-COM added
$81 million to the year-earlier, $108 million to the prior and
$110 million to the second quarter
ORDER BACKLOG
Up $68 million during quarter to record $1.02 billion. Inclusion
of M/A-COM added $215 million to the first and $226 million to
the second quarter
EMPLOYMENT
Up 800 during quarter to 36,100. Inclusion of M/A-COM added 3,500
to the first and 3,600 to the second quarter
SIX MONTHS
SALES
$2.63 billion, up 27% from $2.07 billion in first half 1994
EARNINGS PER SHARE
Before merger - Record $1.11/share, up 32% from 84 cents in first
half 1994
After merger consolidation - 93 cents/share, up 15% from 81 cents
in first half 1994
CAPITAL EXPENDITURES
Record $326 million in first half. Inclusion of M/A-COM added $11
million. $650-675 million expected for year
Second quarter operating results set new highs in bookings, sales and
earnings before including M/A-COM's results and the one-time costs arising
from the June 30, 1995 merger. A news release issued at our June 26, 1995
semi-annual analyst meeting in Harrisburg stated that, before inclusion of
M/A-COM, second quarter sales would be about $1.25 billion and earnings
about 55 cents/share. Excluding M/A-COM, AMP's second quarter sales were
up 23% to a record $1.24 billion and pre-merger earnings were up 33% to a
record 61 cents from $1.00 billion and 46 cents in the year-earlier period.
The pre-merger operating margin improved over the year-earlier and prior
quarters, Other Deductions (Net) declined, and the effective tax rate was
reduced. In April, we reported first quarter sales of $1.20 billion and
earnings of 50 cents.
M/A-COM sales growth continued. Sales were $99.2 million, up 18% from
$83.9 million in the year-earlier period and up 7% from $93.0 million in
the prior quarter. Sales had declined to $79.1 million in the quarter ended
January 1, 1994 and a loss of $5.1 million was incurred in the quarter ended
December 31, 1994 on sales of $81.6 million. In the most recent quarter,
the company was slightly profitable before inclusion of one-time
merger-related costs. The conversion from military to commercial business
continues -- rising to about 70% commercial orders during the quarter.
A few years ago most sales were to military customers. Continuing to grow
faster than in the U.S., M/A-COM's international sales are now over 40% of
its total sales.
Second quarter consolidated sales were a record $1.34 billion, up 23% from
a year-earlier $1.09 billion sales and up 3% from $1.30 billion in the
first quarter this year. The consolidated second quarter earnings of 45
cents/share, up 2% from 44 cents/share in the year-earlier quarter, were
reduced by one-time merger costs of about $49 million, and the nearly 4%
dilutive effect from issuing approximately 7.6 million AMP shares in exchange
for all M/A-COM stock -- about a 16 cents per share total effect. The impact
of the merger reduced the first quarter's previously reported earnings of 50
cents/share to 48 cents/share.
Compared to the year-earlier period, second quarter consolidated sales
were up 13% in the U.S., and up 17% in local currencies and 31% in U.S.
dollars internationally. The weakening of the U.S. dollar during the past
year added $85 million to second quarter and $150 million to first half
consolidated sales compared to the year-earlier periods, and $39 million
compared to the first quarter of this year. If currency rates remain at
present levels the rest of the year, the effect would continue to be
positive year-to-year.
First half consolidated sales in the U.S. were up 14%. Sales growth was
broad-based, but sales to the appliance industry (about 5% of sales) were
flat. Strongest sales growth in the first half was in the automotive,
communications equipment, and computer markets.
European first half sales were up 28% in local currencies and 44% in
U.S. dollars. Sales were strongest in the computer, networking and
telecommunications markets. Strongest country growth was in Great Britain,
Holland and Spain.
Asia/Pacific first-half sales were up 18% in local currencies and 34% in
U.S. dollars. Strongest markets were networking, industrial machinery, and
consumer electronics. Sales continue to grow in Japan (over half of our
regional total) despite the weak economic recovery and sluggish automotive
market. Sales were up over 10% in yen and over 30% in U.S. dollars. Sales
growth was very broad-based and strong throughout the rest of the region.
OUTLOOK
The outlook continues to be good. Although U.S. economic growth has
moderated in recent months and growth in European and Japanese car
production has slowed recently, we have not significantly changed our
expectations for good broad-based worldwide sales and earnings growth
this year. We continue to expect third quarter sales to be similar to the
second, or down only slightly due to the usual seasonal softness, and
fourth quarter to set new highs in sales and earnings. Unless there is a
further slowing of the U.S. economy or more signs of slowdown in other
major economies, which we do not expect, analyst consensus estimates of
$2.10-$2.20/share for the entire year, before inclusion of the one-time
merger costs, on 20-25% sales growth still seem reasonable assuming
exchange rates remain fairly constant.
We believe the electrical/electronic markets we serve throughout the
world will continue to show good growth for many years because the
accelerating rate of innovation is enabling technology to continue its
pervasive spread into all areas of society -- and because of the strong
demand for more and better infrastructure globally. The acquisition of
M/A-COM certainly enhances our growth prospects. Wireless communications
is one of the fastest growing markets we are addressing. The combination
of M/A-COM's leadership position in this market and AMP's global resources
should result in market share gains in the coming years. M/A-COM's top
customers are also among AMP's top customers and M/A-COM components --
semiconductor devices, connectors, antennas, and related products -- fit
very well with AMP's product offerings and marketing capabilities.
Throughout the world our actions reflect our optimism about the future.
This year we will spend over $100 million more for research, development
and engineering than last year's $488 million. Capital expenditures for
many new facilities, tooling and machines could be up $150-200 million or
more over the $473 million last year. We continue to expand internationally
with a half dozen more subsidiaries expected within the next year or so.
We continue to look at acquisitions and strategic alliances that give us
access to new technologies and markets.
Our Vision 2000 sales goal is $10 billion, assuming reasonably good
economic conditions and business trends. At the midpoint of this decade,
we are half way toward that goal.
Our strategy is to continue to steadily broaden our product and market
scope through both internal developments and external sources. Our Global
Interconnect Systems Business Group is our primary thrust in this
diversification. We continue to expect that group to become profitable in
the next year and a half or so. This diversification is taking us into
value-added assemblies; total interconnection systems; networking units,
systems and services; and related components -- fast growing markets that
now total $60-70 billion. This is in addition to a connector industry now
estimated at $25 billion and expected to grow at a 6-9% annual rate. We
continue to gain market share in our core connection business (still over
90% of sales).
EXPANSION
Capital expenditures are rising sharply as we prepare for future growth
in the second half and next year -- increasing from $370 million in 1993
to $473 million last year and an estimated $650-675 million this year.
Expansion of facilities is occurring at several U.S. locations and over a
dozen international subsidiaries. In the U.S. we are nearing completion
of a 200,000 sq. ft. engineering building in the Harrisburg area. Floor
space should increase about one million sq. ft. to over 13 million this year.
M/A-COM MERGER
As previously announced, AMP merged with M/A-COM, Inc. on June 30, 1995
by issuing approximately 7.6 million shares of AMP stock, raising the
outstanding stock to 217 million shares. The transaction for tax purposes
is a tax-free exchange of stock and a pooling of interests for financial
reporting purposes. M/A-COM has become a wholly owned subsidiary. On July
14, 1995, the $66 million in M/A-COM convertible debentures were called for
redemption on August 15, 1995. M/A-COM has about 3,600 employees in 14
facilities in 8 countries. As shown in the financial statements for the
quarter just ended, M/A-COM had sales of $99.2 million and a net loss of
$28.2 million after incurring one-time pretax merger costs of $45 million.
As previously announced, M/A-COM is now headed by 25-year AMP veteran
Richard P. Clark, who was appointed vice president-AMP Global Wireless
Products Group. He reports directly to CEO and President William J. Hudson.
The merger reduced our second quarter earnings by 16 cents/share because of
one-time costs and nearly 4% more shares outstanding. Before inclusion of
M/A-COM and the restatement of prior results, AMP earned a record 61
cents/share -- up 33% from 46 cents in the year-earlier quarter and up 22%
from 50 cents in the first quarter this year.
AMP-AKZO JOINT VENTURE
The Board of Directors of AMP authorized us to purchase Akzo Nobel's 50%
interest in the joint venture that we formed to produce multi-layer printed
circuit boards, subject to final negotiation and execution of a definitive
purchase contract. This business is growing and should soon become
profitable. In the meantime those revenues and that small loss will now
begin to be included in our operating results.
ORGANIZATIONAL CHANGES
In recognition of the increasingly broad scope and larger size of the
organizations they head, four Corporate Vice Presidents have been designated
Presidents of their regions or business units: Herbert M. Cole - President,
AMP Asia/Pacific; John E. Gurski - President, AMP EMEA [Europe, Middle East,
Africa]; Javad K. Hassan - President, AMP Global Interconnect Systems
Business Group; and Dennis Horowitz - President, The Americas. These
designations are part of a transition to a global organization with more
authority and stronger management teams at the regional and business unit
levels.
Several other organizational changes were made: Richard P. Clark was
appointed Divisional Vice President - AMP Global Wireless Products Group,
and President and CEO of M/A-COM, Inc.; Controller David C. Cornelius was
reassigned to the position of Divisional Vice President, Finance - Asia/
Pacific; Divisional Vice President G. Russell Knerr was reassigned to the
newly-created position of Divisional Vice President, Global Interconnect
Systems Business Group - Asia/Pacific; N. D'Arcy Roche was appointed
Divisional Vice President and General Manager, Premises Systems and Services;
and Divisional Vice President Anthony Zettlemoyer was reassigned to the
position of Divisional Vice President, Marketing - Asia/Pacific.
In addition, William S. Urkiel, Jr. has been elected as AMP's new Corporate
Controller, replacing David C. Cornelius. He will assume his new position on
September 11, 1995, and was previously employed by IBM where he most recently
served as Senior Managing Director, Finance and Planning for IBM Japan.
DIVIDEND ACTION
On Wednesday, July 26, 1995, the Board of Directors declared a regular
quarterly dividend of 23 cents/share payable September 1, 1995 to
shareholders of record August 7, 1995. The current rate indicates an annual
dividend of 92 cents/share for 1995 compared to 84 cents in 1994, 80 cents
in 1993, and 76 cents in 1992 - the 42nd consecutive annual increase.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits --
27 - Financial Data Schedule
(B) Reports on Form 8-K --
A current Report on Form 8-K dated June 30, 1995 was filed by the
Company on July 13, 1995. In Item 5 of such report it was
disclosed that the shareholders of M/A-COM, Inc. approved a
merger proposal with the Company at a special shareholders
meeting held on June 30, 1995 in Lowell, Massachusetts,
following which the merger was completed. M/A-COM share-
holders will receive .28 shares of the Company's common
stock for each M/A-COM share held. The exchange is
structured as a tax-free reorganization for Federal income
tax purposes and as a pooling of interests for accounting
purposes. The merger will allow the Company to provide a
full range of discrete semiconductors, integrated circuits,
multifunction assemblies, cables, connectors and antennas to
the high-growth markets for advanced wireless, microwave
and radio frequency communications.
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.
Date: August 14, 1995 AMP INCORPORATED
(Registrant)
By: /s/ W. J. Hudson
__________________________________
William J. Hudson
Chief Executive Officer and President
By: /s/ Robert Ripp
__________________________________
Robert Ripp
Vice President and Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit
Number Description
------- -----------
27 - Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
CONTAINED IN THE COMPANY'S 1995
SECOND QUARTER REPORT TO SHAREHOLDERS
AND IS QUALIFIED BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 226,620
<SECURITIES> 119,036
<RECEIVABLES> 1,070,292
<ALLOWANCES> 0
<INVENTORY> 739,924
<CURRENT-ASSETS> 2,425,071
<PP&E> 4,153,860
<DEPRECIATION> 2,365,350
<TOTAL-ASSETS> 4,556,656
<CURRENT-LIABILITIES> 1,307,376
<BONDS> 0
<COMMON> 72,542
0
0
<OTHER-SE> 2,614,126
<TOTAL-LIABILITY-AND-EQUITY> 4,556,656
<SALES> 2,631,828
<TOTAL-REVENUES> 2,631,828
<CGS> 1,762,575
<TOTAL-COSTS> 1,762,575
<OTHER-EXPENSES> 48,683
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,397
<INCOME-PRETAX> 316,983
<INCOME-TAX> 114,150
<INCOME-CONTINUING> 202,833
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 202,833
<EPS-PRIMARY> 0.93
<EPS-DILUTED> 0.93
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
CONTAINED IN THE COMPANY'S 1995
SECOND QUARTER REPORT TO SHAREHOLDERS
AND IS QUALIFIED BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-30-1995
<CASH> 242,014
<SECURITIES> 144,931
<RECEIVABLES> 1,025,983
<ALLOWANCES> 0
<INVENTORY> 684,799
<CURRENT-ASSETS> 2,349,640
<PP&E> 3,968,236
<DEPRECIATION> 2,283,957
<TOTAL-ASSETS> 4,377,070
<CURRENT-LIABILITIES> 1,246,585
<BONDS> 0
<COMMON> 69,726
0
0
<OTHER-SE> 2,535,075
<TOTAL-LIABILITY-AND-EQUITY> 4,377,070
<SALES> 1,295,769
<TOTAL-REVENUES> 1,295,769
<CGS> 874,857
<TOTAL-COSTS> 874,857
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,071
<INCOME-PRETAX> 169,492
<INCOME-TAX> 64,177
<INCOME-CONTINUING> 105,315
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 105,315
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
CONTAINED IN THE COMPANY'S 1995
SECOND QUARTER REPORT TO SHAREHOLDERS
AND IS QUALIFIED BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 244,568
<SECURITIES> 156,708
<RECEIVABLES> 908,390
<ALLOWANCES> 0
<INVENTORY> 641,953
<CURRENT-ASSETS> 2,174,300
<PP&E> 3,713,660
<DEPRECIATION> 2,138,978
<TOTAL-ASSETS> 4,092,546
<CURRENT-LIABILITIES> 1,106,922
<BONDS> 0
<COMMON> 67,861
0
0
<OTHER-SE> 2,427,894
<TOTAL-LIABILITY-AND-EQUITY> 4,092,546
<SALES> 4,369,067
<TOTAL-REVENUES> 4,369,067
<CGS> 2,884,185
<TOTAL-COSTS> 2,884,185
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29,153
<INCOME-PRETAX> 598,812
<INCOME-TAX> 225,022
<INCOME-CONTINUING> 373,790
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 373,790
<EPS-PRIMARY> 1.72
<EPS-DILUTED> 1.72
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS
CONTAINED IN THE COMPANY'S 1995
SECOND QUARTER REPORT TO SHAREHOLDERS
AND IS QUALIFIED BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 214,002
<SECURITIES> 127,826
<RECEIVABLES> 897,637
<ALLOWANCES> 0
<INVENTORY> 622,752
<CURRENT-ASSETS> 2,058,053
<PP&E> 3,569,611
<DEPRECIATION> 2,082,897
<TOTAL-ASSETS> 3,910,764
<CURRENT-LIABILITIES> 992,057
<BONDS> 0
<COMMON> 66,942
0
0
<OTHER-SE> 2,356,842
<TOTAL-LIABILITY-AND-EQUITY> 3,910,764
<SALES> 3,178,254
<TOTAL-REVENUES> 3,178,254
<CGS> 2,096,628
<TOTAL-COSTS> 2,096,628
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,060
<INCOME-PRETAX> 436,542
<INCOME-TAX> 164,382
<INCOME-CONTINUING> 272,160
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 272,160
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.25
</TABLE>
