<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 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: 1-12432
AMERICAN POWER CONVERSION CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2722013
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
401-789-5735
(Address and telephone number of principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports 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 [ ]
_________
Registrant's Common Stock outstanding, $.01 par value, at May 9, 1997 -
94,878,000 shares
1
<PAGE>
FORM 10-Q
March 30, 1997
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
INDEX
Page No.
Part I - Financial Information:
Item 1. Consolidated Condensed Financial
Statements:
Consolidated Condensed Balance Sheets -
March 30, 1997 (Unaudited) and December
31, 1996 3 - 4
Consolidated Condensed Statements of
Income -
Three Months Ended March 30, 1997 and
March 31, 1996 (Unaudited) 5
Consolidated Condensed Statements of Cash
Flows -
Three Months Ended March 30, 1997 and
March 31, 1996 (Unaudited) 6
Notes to Consolidated Condensed Financial
Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8 - 11
Part II - Other Information:
Item 2. Changes in Securities:
(c) Recent Sales of Unregistered Securities 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
FORM 10-Q
March 30, 1997
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
ITEM 1 - FINANCIAL STATEMENTS
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
ASSETS
<TABLE>
<CAPTION>
March 30, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 151,097 $ 153,234
Accounts receivable,
less allowance for doubtful accounts of
$10,963 in 1997 and $10,789 in 1996 106,756 108,544
Inventories:
Raw materials 82,314 68,657
Work-in-process and finished goods 77,300 61,786
Total inventories 159,614 130,443
Prepaid expenses and other current assets 9,935 11,610
Deferred income taxes 23,878 20,284
Total current assets 451,280 424,115
Property, plant and equipment:
Land, buildings and improvements 22,772 18,710
Machinery and equipment 71,376 64,986
Office equipment and furniture 25,885 23,299
Purchased software 7,799 7,357
127,832 114,352
Less accumulated depreciation and amortization 40,017 35,655
Net property, plant and equipment 87,815 78,697
Other assets 1,884 1,190
Total assets $ 540,979 $ 504,002
</TABLE>
See accompanying notes to consolidated condensed financial statements
3
<PAGE>
FORM 10-Q
March 30, 1997
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 30, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 55,816 $ 41,587
Accrued expenses 12,309 12,576
Accrued compensation 11,136 12,217
Accrued sales and marketing programs 17,709 16,360
Accrued pension contributions 2,994 6,290
Income taxes payable 17,047 17,294
Total current liabilities 117,011 106,324
Deferred tax liability 6,340 5,780
Total liabilities 123,351 112,104
Shareholders' equity:
Common stock, $.01 par value;
authorized 200,000 shares;
issued 95,117 shares in 1997,
94,417 shares in 1996 951 944
Additional paid-in capital 52,316 48,374
Retained earnings 365,912 344,131
Treasury stock, 125 shares, at cost (1,551) (1,551)
Total shareholders' equity 417,628 391,898
Total liabilities and shareholders' equity $ 540,979 $ 504,002
</TABLE>
See accompanying notes to consolidated condensed financial statements
4
<PAGE>
FORM 10-Q
March 30, 1997
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except earnings per share)
<TABLE>
<CAPTION>
Three months ended
(Unaudited)
March 30, March 31
1997 1996
<S> <C> <C>
Net sales $ 171,989 $ 141,626
Cost of goods sold 95,801 83,441
Gross margin 76,188 58,185
Operating expenses:
Marketing, selling, general and administrative 40,987 32,298
Research and development 4,205 3,719
Total operating expenses 45,192 36,017
Operating income 30,996 22,168
Other income (deductions), net (375) 708
Earnings before income taxes 30,621 22,876
Income taxes 9,646 7,663
Net income $ 20,975 $ 15,213
Earnings per share $ .22 $ .16
Weighted average common stock and
common stock equivalents outstanding 95,551 93,750
</TABLE>
See accompanying notes to consolidated condensed financial statements
5
<PAGE>
FORM 10-Q
March 30, 1997
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three months ended
(Unaudited)
March 30, March 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities
Net income $ 20,975 $ 15,213
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 3,902 2,731
Provision for doubtful accounts 973 1,475
Deferred taxes (3,321) 69
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 1,399 (3,950)
Decrease (increase) in inventories (28,812) 10,698
Decrease (increase) in prepaid expenses and other
current assets 1,964 (2,043)
Decrease (increase) in other assets 369 (168)
Increase (decrease) in accounts payable 13,751 (4,263)
Increase (decrease) in accrued expenses (4,345) 2,364
Increase (decrease) in income taxes payable (247) 5,209
Net cash provided by operating activities 6,608 27,335
Cash flows from investing activities
Capital expenditures, net of capital grants (12,792) (3,620)
Cash acquired in acquisition 101 -
Net cash used in investing activities (12,691) (3,620)
Cash flows from financing activities
Proceeds from issuances of common stock 3,946 4,316
Net cash provided by financing activities 3,946 4,316
Net increase (decrease) in cash and cash equivalents (2,137) 28,031
Cash and cash equivalents at beginning of period 153,234 39,040
Cash and cash equivalents at end of period $ 151,097 $ 67,071
Supplemental disclosures of cash flow information
Cash paid during the period for income taxes
(net of refunds) $ 13,142 $ 2,385
</TABLE>
See accompanying notes to consolidated condensed financial statements
6
<PAGE>
FORM 10-Q
March 30, 1997
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Management Representation
In the opinion of management, the accompanying unaudited interim financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position and the results of
operations for the interim periods. The results of operations for the interim
period are not necessarily indicative of results to be expected for the full
year.
2. Principles of Consolidation
The consolidated financial statements include the financial statements of
American Power Conversion Corporation and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
On February 14, 1997, the Company completed its acquisition of Systems
Enhancement Corporation ("Systems Enhancement"), a privately-held manufacturer
of power management software and accessories. The Company has accounted for the
acquisition as a pooling-of-interests and, accordingly, Systems Enhancement's
results of operations and cash flows are included in the Company's financial
statements from January 1, 1997. The acquisition was deemed to be immaterial to
the Company's consolidated results of operations and financial condition and,
therefore, comparative prior period results have not been restated.
3. Per Share Data
Earnings per common share are based on the weighted average number of shares of
common stock and dilutive common stock options outstanding during each period.
Under the treasury stock method, the unexercised options were assumed to be
exercised at the beginning of the period or at issuance, if later. The assumed
proceeds were then used to purchase common stock at the average market price
during the period. Common stock equivalents whose inclusion would have the
effect of increasing earnings per share (i.e., antidilutive) are excluded from
the computation. Primary and fully diluted earnings per share are equivalent
for all periods presented.
4. Shareholders' Equity
Changes in paid-in capital for the periods presented represent the issuances of
common stock resulting from the exercise of employee stock options, as well as
the Company's contributions to the Employee Stock Ownership Plan.
7
<PAGE>
FORM 10-Q
March 30, 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Revenues
Net sales were $172.0 million for the first quarter of 1997, an increase of
21.4% compared to $141.6 million for the same period in 1996. The increase was
attributable to continued strong demand for the Company's products across fast-
growing core markets, including computer networking, internetworking equipment
and point-of-sale devices, as well as what the Company believes is an increasing
awareness by computer users of the consequences of data loss and hardware damage
which can be caused by power problems. The North American market continued to
be strong in the first quarter of 1997, with North American net sales up 29%
versus the first quarter of 1996. International net sales were up 10% overall,
with European revenue approximating last year's level. International sales
(excluding Canada) comprised 37% of net sales in the first quarter of 1997
compared to 40% in the first quarter of 1996.
Cost of Goods Sold
Cost of goods sold was $95.8 million or 55.7% of net sales in the first quarter
of 1997 compared to $83.4 million or 58.9% in the first quarter of 1996. The
year-to-date gross margin improvement of approximately 320 basis points was
primarily attributable to increasing sales volume of higher margin third
generation Smart-UPS(R) products and lower cost Back-UPS(R) products
manufactured in the Philippines. The total inventory reserves at March 30, 1997
were $17.6 million compared to $16.1 million at December 31, 1996. The
increased inventory reserves have been provided primarily to cover the potential
loss exposure that may result from excess inventories as the demand for second
generation products diminishes. Second generation Smart-UPS represented
approximately 5% of total inventories at March 30, 1997 unchanged from December
31, 1996. The Company's reserve estimate methodology involves quantifying the
total inventory position having potential loss exposure, reduced by an amount
reasonably forecasted to be sold, and adjusting its interim reserve provisioning
to cover the net loss exposure.
Operating Expenses
Operating expenses include marketing, selling, general and administrative, and
research and development expenses.
Marketing, selling, general and administrative (SG&A) expenses were $41.0
million or 23.8% of net sales for the first quarter of 1997 compared to $32.3
million or 22.8% of net sales for the first quarter of 1996. The increases in
total spending for the first quarter of 1997 over last year were due primarily
to increased advertising and promotional costs, as well as costs associated with
increased staffing of sales and other related positions both domestically and
internationally. The allowance for doubtful accounts at March 30, 1997 was 9.3%
of accounts receivable, compared to 9.0% at December 31, 1996. The Company
continues to experience strong collection performance with accounts receivable
balances outstanding over 60 days representing 9.1% of total receivables,
unchanged from December 31, 1996. Write-offs of uncollectible accounts have
historically represented less than 1% of total receivable balances. A majority
of international customer balances are covered by receivables insurance.
Research and development expenses were $4.2 million or 2.4% of net sales and
$3.7 million or 2.6% of net sales for the first quarter of 1997 and 1996,
respectively. The increased research and development spending primarily
reflects increased numbers of software and hardware engineers and costs
associated with new product development and engineering support. Although the
aggregate dollars of research and development expenses have increased as a
result of continued product and process development, the slight decrease from
first quarter 1996 to first quarter 1997 as a percentage of sales is
attributable to certain fixed research and development expenses spread over a
higher revenue base.
.
Other Income (Deductions) and Income Taxes
Net foreign currency losses in the first quarter of 1997 (primarily related to
foreign currency denominated assets of international subsidiaries for which the
U.S. dollar is the functional currency) were partially offset by higher interest
8
<PAGE>
income which increased by 135% over the first quarter of 1996. This increase
was due to higher average cash balances available for investment during the
first quarter of 1997 compared to the same period in 1996.
The Company's effective income tax rates were approximately 31.5% and 33.5% for
the quarters ended March 30, 1997 and March 31, 1996, respectively. The
decrease from first quarter 1996 to first quarter 1997 is due to the expected
tax savings from an increasing portion of taxable earnings being generated from
the Company's operations in Ireland, a jurisdiction which currently has a lower
income tax rate for manufacturing companies than the present U.S. statutory
income tax rate.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at March 30, 1997 was $334.3 million compared to $317.8 million
at December 31, 1996. The Company has been able to increase its working capital
position as the result of continued strong operating results and despite
internally financing the build-up of inventories and the capital investment
required to expand its operations. The Company's cash position decreased
slightly to $151.1 million at March 30, 1997 compared to $153.2 million at
December 31, 1996.
Worldwide inventories were $159.6 million at March 30, 1997 compared to $130.4
million at December 31, 1996. The first quarter 1997 inventory build was
primarily attributable to the effects of seasonal factors, opening up new plant
capacity in the Philippines, and the introduction of a new product line, the
Symmetra (TM) Power Array (TM). Inventory levels as a percentage of quarterly
sales were 93% in the first quarter of 1997, up from 62% in the fourth quarter
of 1996.
At March 30, 1997, the Company had available for future borrowings $50 million
under an unsecured line of credit agreement at a floating interest rate equal to
the bank's cost of funds rate plus .625% and an additional $15 million under an
unsecured line of credit agreement with a second bank at a similar interest
rate. No borrowings were outstanding under these facilities at March 30, 1997.
Additionally, the Company has no significant financial commitments outstanding
other than those required in the normal course of business.
Capital investment for the first quarter of 1997 consisted primarily of
manufacturing and office equipment. The nature and level of capital spending was
made to improve manufacturing capabilities and to support the increased
marketing, selling, and administrative efforts necessitated by the Company's
significant growth. Net capital expenditures were financed from available
operating cash. The Company had no material capital commitments at March 30,
1997.
The Company continues to investigate potential sites for manufacturing expansion
in international locations. During the second quarter of 1996, the Company
established a manufacturing operation in the Philippines which is operating
within a designated economic zone which provides certain economic incentives,
primarily in the form of tax exemptions. The Company purchased and improved a
70,000 square foot facility for approximately $1.5 million which was financed
from operating cash. This facility currently manufactures certain Back-UPS
products sold in the Company's domestic markets. In the future this operation
will also provide manufacturing and technical support to better serve the
Company's markets in the Asia Pacific region. In January 1997, the Company
purchased a second location in the Philippines for approximately $3 million.
The Company expects to begin manufacturing selected products at this facility
beginning in the third quarter of 1997.
The Company's Ireland facility is providing manufacturing and technical support
in order to better service the Company's markets in Europe, the Middle East,
Africa and Russia. In 1994, the Company executed an agreement with the
Industrial Development Authority of Ireland ("IDA") under which the Company will
receive grant monies equal to 40% of the costs incurred for machinery, equipment
and building improvements for the Galway facility. The maximum amount
attainable under the agreement is approximately $13.1 million. The grant monies
would be repayable, in whole or in part, should (a) the Company fail to meet
certain employment goals established under the agreement which are to be
achieved over a five year implementation period and/or (b) the Company
discontinues operations in Ireland prior to the termination of the agreement.
The agreement terminates eight years from the date of the last claim made by the
Company for grant monies. The total cumulative amount of capital grant claims
submitted through March 30, 1997 was approximately $9.5 million. The total
cumulative amount of capital grants received through March 30, 1997 amounted to
approximately $8.4 million.
Under a separate agreement with the IDA, the Company will also receive up to
$3,000 per new employee hired for the direct reimbursement of training costs.
The total cumulative amount of training grant claims submitted through March 30,
1997 was approximately $2.0 million. The total cumulative amount of training
grants received through March 30, 1997 amounted to approximately $1.4 million.
9
<PAGE>
Management believes that current internal cash flows, together with available
cash, available credit facilities or, if needed, the proceeds from the sale of
additional equity, will be sufficient to support anticipated capital spending
and other working capital requirements for the foreseeable future.
Acquisition
On February 14, 1997, the Company completed its acquisition of Systems
Enhancement Corporation ("Systems Enhancement"), a privately-held manufacturer
of power management software and accessories, by means of a merger of a wholly-
owned subsidiary of the Company with and into Systems Enhancement. As a result
of the merger, Systems Enhancement became a wholly-owned subsidiary of the
Company. The Company issued 480,144 shares of its Common Stock, $.01 par value,
in exchange for all of the issued and outstanding shares of Systems Enhancement.
The Company has accounted for the acquisition as a pooling-of-interests and,
accordingly, Systems Enhancement's results of operations and cash flows are
included in the Company's financial statements from January 1, 1997.
Foreign Currency Activity
Financial statements for the Company's international subsidiaries for which the
U.S. dollar is the functional currency are remeasured into U.S. dollars using
current rates of exchange for monetary assets and liabilities and historical
rates of exchange for nonmonetary assets. Gains and losses from remeasurement
are included in other income (deductions), net.
During 1994, the Company began invoicing its customers in Great Britain, France
and Germany in their respective local currencies. During the second quarter of
1996, the Company began invoicing certain of its Japan customers in Yen.
At March 30, 1997 the Company's unhedged foreign currency accounts receivable,
by currency, were as follows:
(In thousands) Foreign U.S.
Currency Dollars
British Pounds 3,390 $5,494
French Francs 13,707 2,417
German Marks 5,585 3,325
Japanese Yen 495,746 4,030
Total gross accounts receivable at March 30, 1997 was approximately $117.7
million. The Company had non-trade receivables of 1,052 thousand Irish Pounds
(approximately US$1,657 thousand), as well as Irish Pound denominated
liabilities of 9,908 thousand (approximately US$15,606 thousand). The Company
also had liabilities denominated in various European currencies of US$3,818
thousand, as well as Yen denominated liabilities of approximately US$877
thousand.
The Company continually reviews its foreign exchange exposure and considers
various risk management techniques including the netting of foreign currency
receipts and disbursements, rate protection agreements with customers/vendors
and derivatives arrangements, including foreign exchange contracts. The Company
presently does not utilize rate protection agreements or derivatives
arrangements.
Legal Proceedings
As initially reported in Report on Form 10-Q for the quarter ended June 30,
1995, several purported class action lawsuits were filed in the United States
District Court for the District of Rhode Island in which the Company was named
as a defendant, along with certain of its officers. The lawsuits relate to
disclosures made by the Company in its public filings and press releases and
assert violations of federal securities laws. The plaintiffs seek unspecified
damages, interest, costs and fees. In mid-February 1996, a derivative lawsuit
was filed by two shareholders on behalf and for the benefit of the Company
against certain present and former officers and/or directors of the Company in
the Superior Court of Suffolk County, Massachusetts. The Company was also named
as a nominal defendant. The derivative action plaintiffs allege that the
individual defendants in that case traded in the stock of the Company allegedly
in breach of their fiduciary duty to the Company. It is possible that other
claims may be made against the Company in these actions or that related
allegations could be made that could give rise to other consequences. The
Company intends to defend these lawsuits vigorously and any similar lawsuits
that may be filed; however, the ultimate outcome of these matters cannot yet be
determined.
No provision for any liability that may result from these actions has been
recognized in the consolidated condensed financial statements included in Item 1
of this Report.
Recently Issued Accounting Standard
The Financial Accounting Standards Board recently issued SFAS No. 128, "Earnings
per Share." This statement establishes standards for computing and presenting
earnings per share, simplifying previous standards and making them comparable to
10
<PAGE>
international earnings per share standards. The Company will adopt SFAS No 128
at December 31, 1997 and does not expect its provisions to have a material
effect on the Company's computation or presentation of earnings per share.
Factors That May Affect Future Performance
This document may include forward looking statements. Any statements contained
herein that do not describe historical facts are forward-looking statements.
The Company makes such forward-looking statements under the provisions of the
"safe harbor" section of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained herein are based on current
expectations, but are subject to a number of risks and uncertainties. The
factors that could cause actual results to differ materially from such forward-
looking statements include: the general economic conditions and growth rates in
the power protection industry and related industries; pricing pressures, changes
in product mix; changes in the seasonality of demand patterns; inventory risks
due to shifts in market demand; component restraints and shortages; expansion of
manufacturing capacity; risks of nonpayment of accounts receivable; factors
associated with international operations; and the risk factors described from
time to time in the Company's filings with the Securities and Exchange
Commission.
11
<PAGE>
FORM 10-Q
March 30, 1997
Part II - Other Information
Item 2. Changes in Securities, (c) Recent Sales of Unregistered Securities
On February 14, 1997, the Company completed a private placement of 480,144
shares (the "Shares") of its Common Stock to the holders of the outstanding
capital stock of Systems Enhancement Corporation ("Systems Enhancement") in
exchange for all of the outstanding shares of capital stock of Systems
Enhancement. Such private placement was made to effect the acquisition of
Systems Enhancement by the Company. The Company claims that the offer and sale
of the Shares were exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act") pursuant to Rule 506 of Regulation D under the
Securities Act in reliance upon information available to the Company as of
February 14, 1997, including certain representations and warranties of the
purchasers of the Shares. The Shares were offered only to "accredited
investors" (as such terms are defined in Regulation D) or to purchasers who, in
the reasonable belief of the Company, either alone or with his/her purchaser
representative, had such knowledge and experience in financial and business
matters that he/she was capable of evaluating the merits and risks of the
investment. On March 7, 1997, the Company filed a registration statement on
Form S-3 (File No. 333-23007) with the SEC covering the resale of the shares
sold in the private placement and the registration statement became effective on
April 25, 1997.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
Exhibit No. 11 - Computation of Earnings per Share (Page 14)
Exhibit No. 27 - Financial Data Schedule (For SEC EDGAR Filing Only;
Intentionally Omitted)
(B) Reports on Form 8-K
No reports on Form 8-K were filed by American Power Conversion Corporation
during the quarter ended March 30, 1997.
12
<PAGE>
FORM 10-Q
March 30, 1997
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.
AMERICAN POWER CONVERSION CORPORATION
Date: May 13, 1997
/s/ Donald M. Muir
Donald M. Muir
Chief Financial Officer
(Principal Accounting And Financial Officer)
13
<PAGE>
FORM 10-Q
March 30, 1997
EXHIBIT 11
AMERICAN POWER CONVERSION CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except for earnings per share)
<TABLE>
<CAPTION>
Three months ended
(Unaudited)
March 30, March 31,
1997 1996
<S> <C> <C>
Primary
Weighted average common stock outstanding 94,667 93,419
Net effect of dilutive stock options based on
the treasury stock method
using the average market price 884 331
Total 95,551 93,750
Net income $ 20,975 $ 15,213
Per share amount $ .22 $ .16
Fully diluted
Weighted average common stock outstanding 94,667 93,419
Net effect of dilutive stock options based on
the treasury stock method
using the period end market price 840 368
Total 95,507 93,787
Net income $ 20,975 $ 15,213
Per share amount $ .22 $ .16
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 30, 1997 AND THE CONSOLIDATED STATEMENT OF
INCOME FOR THE PERIOD ENDED MARCH 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 151,097,000
<SECURITIES> 0
<RECEIVABLES> 117,719,000
<ALLOWANCES> 10,963,000
<INVENTORY> 159,614,000
<CURRENT-ASSETS> 451,280,000
<PP&E> 127,832,000
<DEPRECIATION> 40,017,000
<TOTAL-ASSETS> 540,979,000
<CURRENT-LIABILITIES> 117,011,000
<BONDS> 0
0
0
<COMMON> 951,000
<OTHER-SE> 416,677,000
<TOTAL-LIABILITY-AND-EQUITY> 540,979,000
<SALES> 171,989,000
<TOTAL-REVENUES> 171,989,000
<CGS> 95,801,000
<TOTAL-COSTS> 140,993,000
<OTHER-EXPENSES> (375,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 30,621,000
<INCOME-TAX> 9,646,000
<INCOME-CONTINUING> 20,975,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,975,000
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
