SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-4821
PITTWAY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-5616408
(State of Incorporation) (I.R.S. Employer Identification No.)
200 South Wacker Drive, Chicago, Illinois 60606-5802
(Address of Principal Executive Offices) (Zip Code)
312/831-1070
(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
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (April 26,
1996).
Common Stock 3,938,832
Class A Stock 16,985,613
PITTWAY CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 1996
INDEX
PART I. FINANCIAL INFORMATION Page
ITEM 1. Financial Statements
Consolidated Statement of Income -
Three Months and Six Months Ended June 30, 1996
and 1995 3
Consolidated Balance Sheet -
June 30, 1996 and December 31, 1995 4 - 5
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7 - 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 12 - 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS
ENDED JUNE 30, 1996 AND 1995
(Unaudited; Dollars in Thousands, Except Per Share Data)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
NET SALES............................ $272,361 $235,320 $529,838 $455,724
OPERATING EXPENSES:
Cost of sales....................... 165,901 144,582 323,538 279,128
Selling, general and administrative. 78,292 69,306 153,901 135,828
Depreciation and amortization....... 7,069 5,354 13,879 10,427
251,262 219,242 491,318 425,383
OPERATING INCOME..................... 21,099 16,078 38,520 30,341
OTHER INCOME (EXPENSE):
Gain on sale of investment.......... 13,162
Gain from Cylink stock offering..... (153) 23,279
Income from marketable securities,
investments and other interest.... 944 1,541 1,777 1,799
Interest expense.................... (2,055) (1,503) (4,045) (2,464)
Miscellaneous, net.................. 257 966 444 1,238
(1007) 1,004 34,617 573
INCOME BEFORE INCOME TAXES........... 20,092 17,082 73,137 30,914
PROVISION FOR INCOME TAXES........... 7,562 6,352 27,319 11,464
NET INCOME........................... $ 12,530 $ 10,730 $ 45,818 $ 19,450
NET INCOME PER SHARE OF COMMON AND
CLASS A STOCK...................... $ .60 $ .51 $ 2.19 $ .93
CASH DIVIDENDS DECLARED PER SHARE:
Common............................. $ .067 $ .067 $ .133 $ .133
Class A............................ $ .083 $ .083 $ .167 $ .167
AVERAGE NUMBER OF SHARES OUTSTANDING
(in thousands)..................... 20,921 20,911 20,916 20,911
See accompanying notes.
3
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996 AND DECEMBER 31, 1995
(Unaudited; Dollars in Thousands)
June 30, December 31,
1996 1995
ASSETS
CURRENT ASSETS:
Cash and equivalents................... $ 19,817 $ 31,407
Marketable securities.................. 24,113 25,586
Accounts and notes receivable, less
allowance for doubtful accounts of
$9,598 and $8,493.................... 191,338 175,432
Inventories............................ 172,815 152,636
Future income tax benefits............. 19,360 16,996
Prepayments, deposits and other........ 14,551 11,929
441,994 413,986
PROPERTY, PLANT AND EQUIPMENT, at cost:
Buildings.............................. 31,440 25,797
Machinery and equipment................ 205,402 190,780
236,842 216,577
Less: Accumulated depreciation......... (121,215) (109,021)
115,627 107,556
Land................................... 2,651 2,188
118,278 109,744
INVESTMENTS:
Marketable securities.................. 139,086 20,000
Equity investment in affiliate......... 30,893 7,689
Leveraged leases....................... 20,806 21,046
Real estate and other ventures......... 34,932 33,874
225,717 82,609
OTHER ASSETS:
Goodwill, less accumulated
amortization of $8,600 and $8,432.... 53,160 48,714
Other intangibles, less accumulated
amortization of $10,381 and $10,360.. 5,218 5,422
Notes receivable....................... 7,818 5,892
Miscellaneous.......................... 6,622 6,607
72,818 66,635
$858,807 $672,974
See accompanying notes.
4
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996 AND DECEMBER 31, 1995
(Unaudited; Dollars in Thousands)
June 30, December 31,
1996 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable........................... $ 34,516 $ 32,212
Long-term debt due within one year...... 4,436 3,788
Dividends payable....................... 1,734 1,766
Accounts payable........................ 75,026 68,700
Accrued expenses........................ 44,603 46,310
Income taxes payable.................... 5,610 5,644
Retirement and deferred
compensation plans.................... 8,252 6,503
Unearned income......................... 3,309 3,185
177,486 168,108
LONG-TERM DEBT, less current maturities... 84,603 85,966
DEFERRED LIABILITIES:
Income taxes............................ 104,161 46,920
Other................................... 11,409 8,954
115,570 55,874
STOCKHOLDERS' EQUITY:
Preferred stock, none issued............
Common capital stock, $1 par value-
Common stock.......................... 3,939 3,939
Class A stock......................... 16,985 16,973
Capital in excess of par value.......... 21,489 21,423
Retained earnings....................... 367,884 325,420
Cumulative marketable securities
valuation adjustment.................. 73,777 (2,019)
Cumulative foreign currency translation
adjustment............................ (2,926) (2,710)
481,148 363,026
$858,807 $672,974
See accompanying notes.
5
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited; Dollars in Thousands)
1996 1995
Cash Flows From Operating Activities:
Net Income....................................... $ 45,818 $ 19,450
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 13,879 10,427
Gain on sale of investment, net of taxes....... (8,149)
Gain from stock offering of affiliate,
net of taxes.................................. (14,413)
Deferred income taxes.......................... (889) (8,577)
Retirement and deferred compensation plans..... 3,282 3,791
Income/loss from investments adjusted
for cash distributions received............... (232) 1,314
Provision for losses on accounts receivable.... 2,443 1,900
Change in assets and liabilities, excluding
effects from acquisitions, dispositions
and foreign currency adjustments:
Increase in accounts and notes receivable.... (13,598) (23,745)
Increase in inventories...................... (18,969) (20,685)
Increase in prepayments and deposits......... (2,764) (4,228)
(Decrease) increase in accounts payable
and accrued expenses....................... (1,271) 3,847
Increase in income taxes payable............. 131 3,242
Other changes, net............................. (131) (2,741)
Net cash provided (used) by operating activities. 5,137 (16,005)
Cash Flows From Investing Activities:
Capital expenditures............................. (18,984) (22,127)
Proceeds from sale of investment, net of taxes... 10,748
Proceeds from the sale of marketable securities.. 7,640 10,361
Purchases of marketable securities............... (5,900) (5,846)
Disposition of property and equipment............ 486 1,685
Additions to investments......................... (566) (8)
(Increase) decrease in notes receivable.......... (2,077) 243
Net assets of businesses acquired, net of cash... (3,065) (6,743)
Disposition of business.......................... 177
Net cash used in investing activities............ (11,718) (22,258)
Cash Flows From Financing Activities:
Net increase in notes payable.................... 608 30,015
Proceeds of long-term debt....................... 74 3,249
Repayments of long-term debt..................... (2,320) (565)
Dividends paid................................... (3,386) (3,351)
Net cash (used) provided by financing activities. (5,024) 29,348
Effect of Exchange Rate Changes on Cash............ 15 68
Net Decrease in Cash and Equivalents............... (11,590) (8,847)
Cash and Equivalents at Beginning of Period........ 31,407 10,359
Cash and Equivalents at End of Period.............. $ 19,817 $ 1,512
Supplemental Cash Flow Disclosure: 1996 1995
Interest paid.................................... $ 4,030 $ 2,399
Income taxes paid................................ 19,074 16,928
See accompanying notes.
6
PITTWAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; Dollars in Thousands)
NOTE 1. STOCK SPLIT
In January 1996 the Board of Directors declared a 3-for-2 stock split in
the form of a 50% stock dividend on the Company's Common and Class A stock,
payable March 1, 1996 to stockholders of record on February 14, 1996. All
share and per share data, as appropriate, reflect this split.
NOTE 2. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Pittway Corporation and its majority-owned subsidiaries (the "Company" or
"Registrant"). Summarized financial information for the limited real
estate partnership ventures and other affiliates is omitted because, when
considered in the aggregate, they do not constitute a significant
subsidiary. Certain prior year amounts in the consolidated financial
statements have been reclassified to conform to the current year
classification.
The accompanying consolidated financial statements are unaudited but
reflect all adjustments of a normal recurring nature which are, in the
opinion of management, necessary for a fair presentation of the financial
statements contained herein. However, the financial statements and related
notes do not include all disclosures normally provided in the Company's
Annual Report on Form 10-K. Accordingly, these financial statements and
related notes should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
NOTE 3. ACQUISITIONS
During the first six months of 1996, the Company acquired a foreign
distributor of alarm systems and a manufacturer of glass break detectors
for $3,065 cash and a total of $2,619 payable over three years. The
acquisitions were accounted for as purchase transactions in the
consolidated financial statements from their respective dates of
acquisition. The impact on consolidated results of operations was not
significant.
NOTE 4. MARKETABLE SECURITIES
Information about the Company's available-for-sale securities at June 30,
1996 and December 31, 1995 is as follows:
1996 1995
Current - Adjustable Rate Preferred Stocks -
Aggregate cost $ 26,636 $ 28,952
Net unrealized holding loss (2,523) (3,366)
Aggregate fair value $ 24,113 $ 25,586
7
1996 1995
Non-Current - USSB Common Stock -
Aggregate cost $ 17,401 $ 20,000
Unrealized holding gain 121,685 101,280
Aggregate fair value $139,086 $121,280
In February 1996, the Company reduced its holdings in United States
Satellite Broadcasting Company, Inc. (USSB) by selling 622,500 of its
4,789,875 shares in connection with an initial public offering of USSB's
common stock. The sale of the shares resulted in an after-tax gain of
$8,149, or $.39 per share. At December 31, 1995, prior to the initial
public offering, the Company's investment in USSB was recorded at a cost of
$20 million, or $4.175 per share.
The $121,685 unrealized gain on the 4,167,375 shares of USSB common stock
held at June 30, 1996 is included, net of $46,347 deferred taxes, in the
cumulative marketable security valuation adjustment component of
stockholders' equity.
Realized gains and losses are based upon the specific identification
method. Such gains and losses on the adjustable rate preferred stock, for
the quarters ended June 30, 1996 and 1995 were not significant.
NOTE 5. INVESTMENT IN AFFILIATE
The investment in affiliate consists of the Company's interest in Cylink
Corporation (Cylink), which is carried at equity. The carrying value of
this investment was increased by $23,279 to reflect the increase in the
Company's equity in Cylink's net book value as a result of an initial public
offering in February 1996. The after-tax gain recorded on the increase in
Cylink's equity was $14,413, or $.69 per share. The quoted market value of
the Company's investment in Cylink was approximately $148 million at June
30, 1996.
NOTE 6. INVENTORIES
Inventories at June 30, 1996 and December 31, 1995 consist of the
following:
1996 1995
Raw materials $ 38,142 $ 34,440
Work in process 17,627 18,654
Finished goods -
Manufactured by the Company 66,323 55,523
Manufactured by others 51,983 45,007
Total 174,075 153,624
Less LIFO reserve (1,260) (988)
$172,815 $152,636
8
NOTE 7. EARNINGS PER SHARE
Net income per share of common capital stock is based on the combined
weighted average number of Common and Class A shares outstanding during
each period and does not include Class A shares issuable upon exercise of
stock options because the dilutive effect is not significant.
NOTE 8. LEGAL PROCEEDINGS
In 1989 a judgment was entered against Saddlebrook Resorts, Inc.
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which
arose out of the development of Saddlebrook's resort and a portion of the
adjoining residential properties developed by the Company. The lawsuit
alleged damage to plaintiffs' adjoining property caused by surface water
effects from improvements to the properties. Damages of approximately $8
million were awarded to the plaintiffs and an injunction was entered
requiring, among other things, that Saddlebrook work with local regulatory
authorities to take corrective actions. In 1990 the trial court entered an
order vacating the judgment and awarding a new trial. In December 1994,
Saddlebrook's motion for summary judgment based on collateral estoppel was
granted on the ground that plaintiffs' claims were fully retried and
rejected in a related administrative proceeding. Plaintiffs' have appealed
the trial court's decision granting summary judgment. The Company believes
that the ultimate outcome of the aforementioned lawsuit will not have a
material adverse effect on its financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF CONTINUING OPERATIONS
For both the second quarter and first six months of 1996, sales increased 16%
due to continued expansion within the alarm and other security products
segment. On a year-to-date basis, domestic sales increased 12% while
international sales, representing 14% of total consolidated sales, increased
56% reflecting further market penetration in the Company's European and other
international operations and, to a lesser extent, acquisitions of foreign
businesses. Gross profit grew at about the same rate as sales. Selling,
general and administrative expenses in 1996 increased 13% over both the
second quarter and first six months of 1995 primarily due to increased costs
associated with the expanded sales volume.
Alarm product sales, accounting for 82% of consolidated revenues in 1996 (78%
in 1995), increased 23% both for the quarter and year-to-date to $224.1
million and $436.0 million, respectively. These results reflect continuing
gains in market share in key product areas and ongoing expansion in the
worldwide alarm systems market. The Company's distribution business made
significant gains by expanding its outlet network, internally and through an
acquisition in November 1995, and by capitalizing on the 1995 bankruptcy of a
major competitor. Increases at the Company's manufacturing units reflect
continued acceptance of numerous new product offerings.
9
Operating income for the segment increased 29% to $17.1 million for the
quarter and 24% to $32.8 million year-to-date primarily because of the
expanded sales volume partially offset by an increase in depreciation expense
from recent capital expenditures.
Publishing sales for the second quarter and year-to-date declined due to the
inclusion in the prior year results of a conference and seminar business,
which was sold in June 1995. Excluding this business from the 1995 results,
sales increased 3% to $48.2 million for the quarter and 4% to $93.3 million
year-to-date, while operating income increased 36% to $6.0 million for the
quarter and 37% to $9.3 million year-to-date. The improved results reflect
continuing efforts to build alternative revenue streams to supplement the
primary source of revenues, display advertising, while improving magazine
profit margins and streamlining operations. Magazine profits increased on
slightly higher advertising pages and firmer prices despite the lingering
effect of last year's paper price increases.
Depreciation and amortization expense increased in 1996 as a result of
capital additions, principally in the alarm systems segment.
Other income (expense) for the first six months of 1996 included a pre-tax
gain of $13,162 on the sale of 622,500 shares of USSB stock in connection
with its initial public offering and a pretax gain of $23,279 on the increase
in the Company's Cylink investment (after $153 of additional expenses charged
in the second quarter) resulting from Cylink's initial public offering.
Excluding these gains, other income was less favorable in 1996 principally
due to higher interest expense and reduced foreign currency transaction
gains. Earnings from affiliates and other long-term investments were higher
in the 1995 second quarter due to higher income recorded on cash
distributions from real estate ventures.
The effective tax rates in 1996 versus 1995 rose slightly to 37.6% from 37.2%
for the second quarter and to 37.4% from 37.1% for the first six months.
ACCOUNTING CHANGE
In October 1995 SFAS No. 123, "Accounting for Stock Based Compensation", was
issued. The statement became effective for the 1996 fiscal year and
establishes a fair value based method of accounting for employee stock based
compensation plans and encourages adoption of that method. However,
companies may elect to continue to apply the method prescribed under
previously existing accounting rules, provided certain pro forma disclosures
are made. The Company has made such election and will provide the necessary
disclosures in the December 31, 1996 year-end consolidated financial
statements.
FINANCIAL CONDITION
The Company's financial condition remained strong in the first six months of
1996. Management anticipates that operations, borrowings and marketable
securities will continue to be the primary source of funds needed to meet
10
ongoing programs for capital expenditures, to finance acquisitions and
investments and to pay dividends.
In the first six months of 1996, operating profits, before the gains on the
sale of USSB stock and the increase in Cylink carrying value and depreciation
and amortization, provided $37.1 million of net cash which was
used primarily to finance the net increase in working capital items. The
remaining $5.0 million of cash generated from operations, along with $12.5
million of net proceeds from the sale of USSB stock and other marketable
securities, were used to fund $19.0 million in capital expenditures, the
acquisition of two new businesses for $3.0 million, $3.4 million of dividends
paid to stockholders, $1.6 million of net payments on borrowings and a $2.1
million net increase in notes receivable. This net use of cash resulted in a
decrease in cash and cash equivalents to $19.8 million at June 30, 1996 from
$31.4 million at December 31, 1995.
Following a $.5 million investment in the first six months of 1996, the
Company's remaining commitment in certain affordable housing ventures through
1997 is $1.5 million at June 30, 1996. However, the Company continues to
actively investigate additional investment opportunities for growth in
related areas.
The Company has real estate investments in various limited partnerships with
interests in commercial rental properties which may be sold or turned over to
lenders due to the present weak commercial real estate market. Such events
have no effect on net income although they do have a negative impact on the
Company's cash position because significant tax payments become due when the
properties are sold or returned to the lenders. The Company has
approximately $4.8 million accrued at June 30, 1996 to fully cover the
remaining tax payments that would be due if all the properties are sold or
returned to the lenders.
In February 1996, the Company sold 622,500 shares of its investment in United
States Satellite Broadcasting ("USSB") in connection with its initial public
offering and realized net cash proceeds of $15.8 million or $10.7 million
after taxes. The Company's remaining 4,167,375 USSB shares are recorded as a
non-current investment in marketable securities. The Company intends to hold
its existing investments in preferred stocks, USSB and Cylink although
occasional sales of preferred and USSB stocks may be made selectively as
conditions warrant.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 10, 1989, the Circuit Court of the Sixth Judicial Circuit in and for
Pasco County, Florida, entered a judgment against Saddlebrook Resorts, Inc.
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which
arose out of the development of Saddlebrook's resort and a portion of the
adjoining residential properties developed by the Company. The lawsuit
(James H. Porter and Martha Porter, Trustees, et al. vs. Saddlebrook
Resorts, Inc. and The County of Pasco, Florida; Case No. CA83-1860),
alleges damage to plaintiffs' adjoining property caused by surface water
effects from improvements to the properties. Damages of approximately $8
million were awarded to the plaintiffs and an injunction was entered
requiring, among other things, that Saddlebrook work with local regulatory
authorities to take corrective actions. Saddlebrook made two motions for a
new trial, based on separate grounds. One such motion was granted on
December 18, 1990. Such grant was appealed by the plaintiffs. The other
such motion was denied on February 28, 1991. Saddlebrook appealed such
denial. The appeals were consolidated, fully briefed and heard in February
1992. Saddlebrook received a favorable ruling on March 18, 1992,
dismissing the judgment and remanding the case to the Circuit Court for a
new trial. An agreed order has been entered by the Court preserving the
substance of the injunction pending final disposition of this matter. As
part of its plan to comply with the agreed order, Saddlebrook filed
applications with the regulatory agency to undertake various remediation
efforts. Plaintiffs, however, filed petitions for administrative review of
the applications, which administrative hearing was concluded in February
1992. On March 31, 1992, the hearing officer issued a recommended order
accepting Saddlebrook's expert's testimony. The agency's governing board
was scheduled to consider this recommended order on April 28, 1992,
however, shortly before the hearing, the plaintiffs voluntarily dismissed
their petitions and withdrew their challenges to the staff's proposal to
issue a permit.
At the April 28, 1992 hearing the governing board closed its file on the
matter and issued the permits. Saddlebrook appealed the board's refusal to
issue a final order. On July 9, 1993 a decision was rendered for
Saddlebrook remanding jurisdiction to the governing board for further
proceedings, including entry of a final order which was issued on October
25, 1993. The plaintiffs appealed the Appellate Court decision to the
Florida Supreme Court and appealed the issuance of the final order to the
Second District Court of Appeals. The Florida Supreme Court heard the
appeal on May 3, 1994 and denied plaintiffs' appeal. The other appeal was
voluntarily dismissed by the plaintiffs on June 17, 1994. On remand to the
trial court, Saddlebrook's motion for summary judgment, based on collateral
estoppel on the ground that plaintiffs' claims were fully retried and
rejected in a related administrative proceeding was granted on December 7,
1994. Plaintiffs filed for a rehearing which was denied. Plaintiffs have
appealed the trial court's decision granting summary judgment.
12
Until October 14, 1989, Saddlebrook disputed responsibility for ultimate
liability and costs (including costs of corrective action). On that date,
the Company and Saddlebrook entered into an agreement with regard to such
matters. The agreement, as amended and restated on July 16, 1993, provides
for the Company and Saddlebrook to split equally the costs of the defense
of the litigation and the costs of certain related litigation and
proceedings, the costs of the ultimate judgment, if any, and the costs of
any mandated remedial work. Subject to certain conditions, the agreement
permits Saddlebrook to obtain subordinated loans from the Company to enable
Saddlebrook to pay its one-half of the costs of the latter two items. No
loans have been made to date.
The Company believes that the ultimate outcome of the aforementioned
lawsuit will not have a material adverse effect on its financial
statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Number Description
27 Financial Data Schedule
(submitted only in electronic format)
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
13
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.
PITTWAY CORPORATION
(Registrant)
By /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 5, 1996
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 19,817
<SECURITIES> 24,113
<RECEIVABLES> 200,936
<ALLOWANCES> 9,598
<INVENTORY> 172,815
<CURRENT-ASSETS> 441,994
<PP&E> 239,493
<DEPRECIATION> 121,215
<TOTAL-ASSETS> 858,807
<CURRENT-LIABILITIES> 177,486
<BONDS> 84,603
0
0
<COMMON> 20,924
<OTHER-SE> 460,224
<TOTAL-LIABILITY-AND-EQUITY> 858,807
<SALES> 529,838
<TOTAL-REVENUES> 529,838
<CGS> 323,538
<TOTAL-COSTS> 323,538
<OTHER-EXPENSES> 13,879
<LOSS-PROVISION> 2,443
<INTEREST-EXPENSE> 4,045
<INCOME-PRETAX> 73,137
<INCOME-TAX> 27,319
<INCOME-CONTINUING> 45,818
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,818
<EPS-PRIMARY> 2.19
<EPS-DILUTED> 2.19
</TABLE>
