SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark-One)
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998.
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 0-9514
ANDREW CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-2092797
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices and zip code)
(708) 349-3300
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year,
if changed since last report)
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 as 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 practical date.
Common Stock, $.01 Par Value-- 88,497,720 shares as of April 30, 1998
<PAGE>
INDEX
ANDREW CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets--March 31, 1998 and September 30,
1997.
Consolidated statements of income--Three and six months ended
March 31, 1998 and 1997.
Consolidated statements of cash flows--Six months ended
March 31, 1998 and 1997.
Notes to consolidated financial statements--March 31, 1998.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
March 31 September 30
1998 1997
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 118,532 $ 93,823
Accounts receivable, less allowances
(Mar. $4,214; Sep. $2,754) 163,863 185,752
Inventories
Finished products 66,569 57,458
Materials and work in process 109,675 109,432
------------ ------------
176,244 166,890
Assets related to discontinued
operations, less allowances 4,200 4,811
Miscellaneous current assets 9,198 8,538
------------- ------------
TOTAL CURRENT ASSETS 472,037 459,814
------------- ------------
OTHER ASSETS
Cost in excess of net assets of businesses
acquired, less accumulated amortization
(Mar. $9,516; Sep. $8,742) 23,952 24,726
Investments in and advances to affiliates 47,629 55,628
Investments and other assets 14,599 13,396
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 15,430 11,646
Buildings 69,337 72,884
Equipment 290,688 275,015
Allowances for depreciation (230,608) (221,955)
------------- ------------
144,847 137,590
------------- ------------
TOTAL ASSETS $ 703,064 $ 691,154
============= ============
<FN>
The balance sheet at September 30, 1997 has been derived from the audited
financial statements at that date.
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Continued)
<CAPTION>
March 31 September 30
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 10,067 $ 14,319
Accounts payable 33,495 37,237
Accrued expenses and other liabilities 27,052 18,978
Compensation and related expenses 23,471 29,312
Income taxes 14,971 16,430
Restructuring reserve 2,327 2,036
Liabilities related to discontinued operations 3,222 3,637
Current portion of long-term debt 5,098 5,144
------------- ------------
TOTAL CURRENT LIABILITIES 119,703 127,093
------------- ------------
DEFERRED LIABILITIES 10,714 10,239
LONG-TERM DEBT, less current portion 41,751 35,693
MINORITY INTEREST 5,478 9,006
STOCKHOLDERS' EQUITY
Common stock (par value, $.01 a share:
400,000,000 shares authorized; 102,718,210
shares issued, including treasury) 1,027 1,027
Additional paid-in capital 51,890 51,810
Foreign currency translation (9,847) (4,532)
Retained earnings 599,737 547,256
Treasury stock, at cost (14,173,198 shares
in Mar.; 13,060,876 shares in Sep.) (117,389) (86,438)
------------- ------------
525,418 509,123
------------- ------------
TOTAL LIABILITIES AND EQUITY $ 703,064 $ 691,154
============= ============
<FN>
The balance sheet at September 30, 1997 has been derived from the audited
financial statements at that date.
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share amounts)
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
------------------ ------------------
1998 1997 1998 1997
-------- -------- ------- --------
<S> <C> <C> <C> <C>
SALES $196,872 $202,227 $428,008 $427,942
Cost of products sold 119,762 119,498 261,301 257,727
-------- -------- -------- --------
GROSS PROFIT 77,110 82,729 166,707 170,215
OPERATING EXPENSES
Research and development 6,255 9,969 13,326 18,922
Sales and administrative 34,828 33,850 73,265 72,562
-------- -------- -------- --------
41,083 43,819 86,591 91,484
-------- -------- -------- ---------
OPERATING INCOME 36,027 38,910 80,116 78,731
OTHER
Interest expense 1,547 1,524 3,161 2,783
Interest income (1,821) (955) (2,894) (1,649)
Other (income) expense (284) (2,398) 332 (2,475)
--------- --------- --------- ---------
(558) (1,829) 599 (1,341)
--------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 36,585 40,739 79,517 80,072
Income taxes 12,438 14,259 27,036 28,025
--------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS 24,147 26,480 52,481 52,047
DISCONTINUED OPERATIONS
Loss from operations of Network
Products Business, net of
applicable tax benefit 0 968 0 2,195
--------- --------- --------- ---------
NET INCOME $ 24,147 $ 25,512 $ 52,481 $ 49,852
========= ========= ========= =========
BASIC AND DILUTED EARNINGS
PER SHARE
Continuing Operations $ 0.27 $ 0.29 $ 0.59 $ 0.57
========= ========= ========= =========
Net Income $ 0.27 $ 0.28 $ 0.59 $ 0.55
========= ========= ========= =========
AVERAGE SHARES OUTSTANDING
Basic 88,498 91,030 88,831 90,875
========= ========= ========= =========
Diluted 88,942 91,830 89,319 91,470
========= ========= ========= =========
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
<CAPTION>
Six Months Ended
March 31
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Income $ 52,481 $ 49,852
ADJUSTMENTS TO NET INCOME
Restructuring costs (243) 0
Depreciation and amortization 17,474 18,879
Decrease in accounts receivable 19,403 19,629
Increase in inventories (8,760) (9,602)
Increase in miscellaneous current and other assets (1,892) (2,868)
Increase in receivables from affiliates 0 (161)
(Decrease) Increase in accounts payable and other
liabilities (270) 1,228
Other (313) (366)
----------- -----------
NET CASH FROM OPERATIONS 77,880 76,591
INVESTING ACTIVITIES
Capital expenditures (27,534) (22,211)
Acquisition of businesses, net of cash acquired (3,000) 0
Investments in and advances to affiliates 7,999 (3,701)
Proceeds from sale of property, plant and equipment 296 161
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES (22,239) (25,751)
FINANCING ACTIVITIES
Proceeds from (payments on) long-term debt 6,205 (102)
Short-term (payments) borrowings - net (3,836) 6,473
Purchases of treasury stock (32,463) 0
Stock purchase and option plans 1,642 4,255
----------- -----------
NET CASH (USED FOR) FROM FINANCING ACTIVITIES (28,452) 10,626
Effect of exchange rate changes on cash (2,480) (1,858)
----------- -----------
TOTAL INCREASE FOR THE PERIOD 24,709 59,608
Cash and Equivalents at Beginning of Period 93,823 31,295
----------- -----------
CASH AND EQUIVALENTS AT END OF PERIOD $ 118,532 $ 90,903
=========== ===========
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
ANDREW CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1998
are not necessarily indicative of the results that may be expected for the year
ending September 30, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto included in the company's annual
report on Form 10-K for the year ended September 30, 1997.
NOTE B--EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Statement 128
replaces the computation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. The company adopted
Statement 128 in the first quarter of fiscal year 1998. All share and per share
amounts have been presented, and where necessary, restated to conform with the
requirements of Statement 128.
<PAGE>
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
--------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
(In thousands, except per share
amounts)
BASIC EARNINGS PER SHARE
Numerator:
Numerator for income from
continuing operations
per share $24,147 $26,480 $52,481 $52,047
Numerator for net income
per share $24,147 $25,512 $52,481 $49,852
Denominator:
Weighted average shares
outstanding 88,498 91,030 88,831 90,875
========= ========= ========= =========
Income from continuing operations
per share - basic $0.27 $0.29 $0.59 $0.57
========= ========= ========= =========
Net income per share - basic $0.27 $0.28 $0.59 $0.55
========= ========= ========= =========
DILUTED EARNINGS PER SHARE
Numerator:
Numerator for income from
continuing operations
per share $24,147 $26,480 $52,481 $52,047
Numerator for net income
per share $24,147 $25,512 $52,481 $49,852
Denominator:
Weighted average shares
outstanding 88,498 91,030 88,831 90,875
Effect of dilutive securities:
Stock options 444 800 488 595
========= ========= ========= =========
88,942 91,830 89,319 91,470
========= ========= ========= =========
Income from continuing operations
per share - diluted $0.27 $0.29 $0.59 $0.57
========= ========= ========= =========
Net income per share - diluted $0.27 $0.28 $0.59 $0.55
========= ========= ========= =========
</TABLE>
<PAGE>
Options to purchase 772,000 shares of common stock, at prices ranging from
$24.00 - $38.17 per share, were not included in the March 1998 computation of
diluted earnings per share, because the option's exercise price was greater than
the average market price of the common shares. Options to purchase 634,000
shares of common stock at prices ranging from $37.25 - $38.17 per share were not
included in the March 1997 diluted earnings per share calculation since the
option's exercise price was higher than the average market price of the common
shares.
NOTE C - ACCOUNTING CHANGES
In February 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 132 Employers' Disclosures about Pensions and Other Postretirement
Benefits. Statement No. 132 changes the existing disclosure requirements for
pensions and other postretirement benefits. The company will adopt this
statement in the first quarter of fiscal year 1999. Adoption of this statement
is not expected to have a material effect on the company's financial statements.
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1 Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. SOP 98-1 provides guidance on
the accounting treatment of costs related to software obtained or developed for
internal use. The company will adopt this statement in the first quarter of
fiscal year 1999. Adoption of this statement is not expected to have a material
effect on the company's financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the quarter ended March 31, 1998 decreased 3% to $196.9 million
compared to $202.2 million for the second quarter of fiscal year 1997. Sales for
the first half of fiscal year 1998 remained relatively unchanged at $428.0
million compared to the same period last fiscal year. The second quarter of
fiscal year 1997 included $13 million in revenues from the Hong Kong Metro
distributed communications project, which made comparisons to last year
difficult. For the quarter, excluding the Hong Kong Metro project, slower U.S.
cellular and personal communications services sales offset international
wireless infrastructure growth. Land mobile radio sales were up slightly for the
quarter ended March 31, 1998 compared to the second quarter of fiscal year 1997.
Common carrier and private microwave sales for the second quarter of fiscal year
1998 were lower than the same period last fiscal year due to weakness in the
domestic and European markets. Broadcast and government sales increased due to
strength across all geographic areas in the broadcast market.
Cost of products sold as a percentage of sales for the quarter ended March 31,
1998 increased to 60.8% compared to 59.1% for the same period last fiscal year,
due mainly to lower sales volume in the quarter. For the first half of fiscal
year 1998, cost of products sold as a percentage of sales increased to 61.1%
compared to 60.2% for the same period last fiscal year due to increased price
pressure and changes in product mix, which were partially offset by productivity
improvements.
<PAGE>
As a percentage of sales, operating expenses decreased to 20.9% compared to
21.7% for the same period last fiscal year. For the first half of fiscal year
1998, operating expenses as a percentage of sales decreased 1.2% to 20.2%
compared to the first half of fiscal year 1997. The largest factor contributing
to the decline in the overall operating expenses for both the quarter and the
first half of fiscal year 1998 was lower research and development expenses.
Research and development expenses decreased $3.7 million for the second quarter
and $5.6 million for the six months ended March 31, 1998, compared to the same
periods last fiscal year due to the elimination of the company's fiber optic
sensors and global messaging development activities in July 1997. Sales and
administrative expenses for the second quarter of fiscal year 1998 were $34.8
million, 17.7% of sales, compared to $33.9 million, 16.7% of sales, for the
second quarter of fiscal year 1997. Gains achieved from restructuring the
European wireless products business and eliminating the global messaging and
fiber optic sensor development activities in fiscal year 1997 partially offset
the increase in general and administrative costs, which were mainly a result
of the company's continued upgrading of its business and information systems.
For the first six months of fiscal year 1998, sales and administrative expenses
were $73.3 million compared to $72.6 million for the same period last fiscal
year and remained relatively unchanged as a percentage of sales.
Interest expense for the quarter ended March 31, 1998 remained stable while
interest income increased compared to the same period last fiscal year due to
interest earned on the company's advances to its Russian joint ventures. For the
first six months of fiscal year 1998, net interest expense decreased primarily
due to higher average investment balances and interest earned on advances to the
company's Russian joint ventures. Other income decreased for the second quarter
and first six months of fiscal year 1998 due to foreign exchange losses when
compared to the same periods last fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents grew 26.3% during the fiscal year and totaled $118.5
million for the period ended March 31, 1998. Working capital improved to $352.3
million compared to $332.7 million at September 30, 1997. The company generated
$77.9 million in cash from operations, principally from earnings of $52.5
million, which included $17.5 million in non-cash charges. While accounts
receivable decreased $19.4 million during the first half of fiscal year 1998,
the company's days sales in billed receivables increased to 73 days compared to
67 days at September 30, 1997. Cash generated from earnings and accounts
receivable collections was partially offset by growth in inventories and prepaid
and other assets. The company's inventory turnover ratio decreased to 2.7 times
compared to 3.3 times at September 30, 1997.
Net cash used in investing activities was $22.2 million for the six-month period
ended March 31, 1998. Of the $27.5 million spent by the company on property,
plant and equipment expenditures, during the first half of fiscal year 1998,
$7.9 million related to the construction of the company's Chinese facilities and
$5.0 million related to the construction of new facilities in Texas. In
addition, during the first quarter of fiscal year 1998 the company used $3.0
million in funds to purchase an additional 19% interest in its Brazilian
operations. These outflows were partially offset by cash repayments from the
company's Russian joint ventures totaling $8.0 million, as a result of their
obtaining external financing in the first quarter of fiscal year 1998 under
Andrew Corporation's line of credit with Bank of America.
<PAGE>
Net cash used in financing activities totaled $28.5 million for the first half
of fiscal year 1998. During the first three months of fiscal year 1998, the
company repurchased 1,305,000 shares of its common stock for $32.5 million.
There were no repurchases of the company's common stock during the second
quarter of fiscal year 1998. Since the inception of the program in May 1997 to
repurchase 5,000,000 shares of its common stock, the company has acquired
2,850,000 shares at a total cost of $74.1 million. During the first quarter of
fiscal year 1998, the company's operations in Brazil borrowed $6.1 million in
long-term debt, at a weighted average interest rate of 12%. A portion of the
proceeds was used to repay Brazilian borrowings made under a line of credit
agreement with ABN-AMRO that carried a weighted average interest rate of 22%.
YEAR 2000
In 1994, the company instituted a program to routinely review and upgrade its
computer hardware and software to both improve operations and comply with the
year 2000 issue. The company is currently in the process of upgrading several of
its business systems, which will be completed by December 1998. In the event
that these systems are not in place by the year 2000, the company does not
expect any significant disruption in operations. The company does not expect the
costs directly associated with year 2000 compliance will be material to its
financial condition or results of operations. The company, also, does not expect
any significant disruption in operations in the event that any of its suppliers
or customers do not successfully achieve year 2000 compliance.
RISK FACTORS
Statements included in this Form 10-Q which are not historical in nature are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Certain factors that could
cause the company's results to differ materially from forecasts or expectations
include, but are not limited to: the impact of competitive products and pricing;
regional economic or political conditions that may impact customers' ability to
purchase our products and services; availability of qualified technical
management, principally in emerging markets and end user demand for wireless
communication products.
<PAGE>
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) Andrew's Annual Meeting of Stockholders was held on February 10, 1998
(b) & (c) Items submitted to a vote
Number of Shares Voted
----------------------------------------------
Broker/
1. Election of Directors For Against Non-Votes Abstentions
----------------------------------------------
John G. Bollinger 79,469,864 0 0 634,960
Jon L. Boyes 79,597,168 0 0 507,656
Kenneth J. Douglas 79,449,309 0 0 655,515
Floyd L. English 79,613,865 0 0 490,959
Jere D. Fluno 79,617,660 0 0 487,164
Ormand J. Wade 79,615,655 0 0 489,169
2. Approval of a proposal to amend the Company's Stock Option Plan for
Non-Employee Directors. The proposal was ratified by votes of
75,353,043 shares for; 4,152,298 against and 599,483 abstentions.
3. The selection of Ernst & Young to serve as independent public
auditors for fiscal year 1998. The selection of Ernst & Young as
independent auditors was ratified by votes of 79,620,350 for; 232,049
against and 252,425 abstentions.
<PAGE>
Item 6. Exhibits and reports on Form 8-K
(a) EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule
March 31, 1998
27.2 Restated Financial Data Schedule
September 30, 1997
27.3 Restated Financial Data Schedule
June 30, 1997
27.4 Restated Financial Data Schedule
March 31, 1997
27.5 Restated Financial Data Schedule
September 30, 1996
27.6 Restated Financial Data Schedule
June 30, 1996
27.7 Restated Financial Data Schedule
March 31, 1996
27.8 Restated Financial Data Schedule
December 31, 1995
27.9 Restated Financial Data Schedule
September 30, 1995
27.10 Restated Financial Data Schedule
June 30, 1995
27.11 Restated Financial Data Schedule
March 31, 1995
27.12 Restated Financial Data Schedule
December 31, 1994
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1998.
<PAGE>
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 May 13, 1998 /s/ F. L. English
------------------ -----------------
F. L. English
Chairman, President and
Chief Executive Officer
Date May 13, 1998 /s/ C. R. Nicholas
------------------ ------------------
C. R. Nicholas
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule
March 31, 1998
27.2 Restated Financial Data Schedule
September 30, 1997
27.3 Restated Financial Data Schedule
June 30, 1997
27.4 Restated Financial Data Schedule
March 31, 1997
27.5 Restated Financial Data Schedule
September 30, 1996
27.6 Restated Financial Data Schedule
June 30, 1996
27.7 Restated Financial Data Schedule
March 31, 1996
27.8 Restated Financial Data Schedule
December 31, 1995
27.9 Restated Financial Data Schedule
September 30, 1995
27.10 Restated Financial Data Schedule
June 30, 1995
27.11 Restated Financial Data Schedule
March 31, 1995
27.12 Restated Financial Data Schedule
December 31, 1994
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 118,532
<SECURITIES> 0
<RECEIVABLES> 168,077
<ALLOWANCES> 4,214
<INVENTORY> 176,244
<CURRENT-ASSETS> 472,037
<PP&E> 375,455
<DEPRECIATION> 230,608
<TOTAL-ASSETS> 703,064
<CURRENT-LIABILITIES> 119,703
<BONDS> 41,751
0
0
<COMMON> 1,027
<OTHER-SE> 524,391
<TOTAL-LIABILITY-AND-EQUITY> 703,064
<SALES> 428,008
<TOTAL-REVENUES> 428,008
<CGS> 261,301
<TOTAL-COSTS> 261,301
<OTHER-EXPENSES> 86,591
<LOSS-PROVISION> 789
<INTEREST-EXPENSE> 3,161
<INCOME-PRETAX> 79,517
<INCOME-TAX> 27,036
<INCOME-CONTINUING> 52,481
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,481
<EPS-PRIMARY> 0.59
<EPS-DILUTED> 0.59
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 93,823
<SECURITIES> 0
<RECEIVABLES> 188,506
<ALLOWANCES> 2,754
<INVENTORY> 166,890
<CURRENT-ASSETS> 459,814
<PP&E> 359,545
<DEPRECIATION> 221,955
<TOTAL-ASSETS> 691,154
<CURRENT-LIABILITIES> 127,093
<BONDS> 35,693
0
0
<COMMON> 1,027
<OTHER-SE> 508,096
<TOTAL-LIABILITY-AND-EQUITY> 691,154
<SALES> 869,475
<TOTAL-REVENUES> 869,475
<CGS> 513,809
<TOTAL-COSTS> 513,809
<OTHER-EXPENSES> 191,873
<LOSS-PROVISION> 646
<INTEREST-EXPENSE> 5,003
<INCOME-PRETAX> 165,782
<INCOME-TAX> 58,024
<INCOME-CONTINUING> 107,758
<DISCONTINUED> 19,416
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 88,342
<EPS-PRIMARY> 0.98
<EPS-DILUTED> 0.97
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share).
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 91,598
<SECURITIES> 0
<RECEIVABLES> 178,396
<ALLOWANCES> 4,165
<INVENTORY> 179,178
<CURRENT-ASSETS> 461,186
<PP&E> 354,940
<DEPRECIATION> 218,721
<TOTAL-ASSETS> 690,871
<CURRENT-LIABILITIES> 141,337
<BONDS> 40,254
0
0
<COMMON> 1,027
<OTHER-SE> 493,881
<TOTAL-LIABILITY-AND-EQUITY> 690,871
<SALES> 636,853
<TOTAL-REVENUES> 636,853
<CGS> 374,692
<TOTAL-COSTS> 374,692
<OTHER-EXPENSES> 144,998
<LOSS-PROVISION> 407
<INTEREST-EXPENSE> 4,440
<INCOME-PRETAX> 118,470
<INCOME-TAX> 41,464
<INCOME-CONTINUING> 77,006
<DISCONTINUED> 19,416
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,590
<EPS-PRIMARY> 0.63
<EPS-DILUTED> 0.63
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share).
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 90,903
<SECURITIES> 0
<RECEIVABLES> 178,571
<ALLOWANCES> 4,402
<INVENTORY> 176,874
<CURRENT-ASSETS> 450,846
<PP&E> 354,425
<DEPRECIATION> 216,066
<TOTAL-ASSETS> 688,051
<CURRENT-LIABILITIES> 122,503
<BONDS> 40,273
0
0
<COMMON> 1,027
<OTHER-SE> 510,107
<TOTAL-LIABILITY-AND-EQUITY> 688,051
<SALES> 427,942
<TOTAL-REVENUES> 427,942
<CGS> 257,727
<TOTAL-COSTS> 257,727
<OTHER-EXPENSES> 91,484
<LOSS-PROVISION> 284
<INTEREST-EXPENSE> 2,783
<INCOME-PRETAX> 80,072
<INCOME-TAX> 28,025
<INCOME-CONTINUING> 52,047
<DISCONTINUED> 2,195
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 49,852
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0.55
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share), and also to reflect the disposal of the company's network
products business.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 31,295
<SECURITIES> 0
<RECEIVABLES> 201,237
<ALLOWANCES> 3,648
<INVENTORY> 166,609
<CURRENT-ASSETS> 401,984
<PP&E> 334,088
<DEPRECIATION> 201,388
<TOTAL-ASSETS> 631,229
<CURRENT-LIABILITIES> 117,382
<BONDS> 40,423
0
0
<COMMON> 685
<OTHER-SE> 455,529
<TOTAL-LIABILITY-AND-EQUITY> 631,229
<SALES> 766,007
<TOTAL-REVENUES> 766,007
<CGS> 445,521
<TOTAL-COSTS> 445,521
<OTHER-EXPENSES> 169,182
<LOSS-PROVISION> 806
<INTEREST-EXPENSE> 5,183
<INCOME-PRETAX> 146,566
<INCOME-TAX> 52,764
<INCOME-CONTINUING> 93,802
<DISCONTINUED> 3,405
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 90,397
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 0.99
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share).
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 22,903
<SECURITIES> 0
<RECEIVABLES> 165,387
<ALLOWANCES> 3,411
<INVENTORY> 165,025
<CURRENT-ASSETS> 356,049
<PP&E> 319,972
<DEPRECIATION> 193,062
<TOTAL-ASSETS> 580,207
<CURRENT-LIABILITIES> 102,630
<BONDS> 45,013
0
0
<COMMON> 685
<OTHER-SE> 417,513
<TOTAL-LIABILITY-AND-EQUITY> 580,207
<SALES> 535,818
<TOTAL-REVENUES> 535,818
<CGS> 315,300
<TOTAL-COSTS> 315,300
<OTHER-EXPENSES> 120,310
<LOSS-PROVISION> 633
<INTEREST-EXPENSE> 4,211
<INCOME-PRETAX> 96,143
<INCOME-TAX> 34,614
<INCOME-CONTINUING> 61,529
<DISCONTINUED> 2,319
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 59,210
<EPS-PRIMARY> 0.66
<EPS-DILUTED> 0.65
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share).
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 21,411
<SECURITIES> 0
<RECEIVABLES> 157,035
<ALLOWANCES> 3,226
<INVENTORY> 150,071
<CURRENT-ASSETS> 331,193
<PP&E> 309,363
<DEPRECIATION> 185,684
<TOTAL-ASSETS> 547,241
<CURRENT-LIABILITIES> 94,174
<BONDS> 45,080
0
0
<COMMON> 685
<OTHER-SE> 393,507
<TOTAL-LIABILITY-AND-EQUITY> 547,241
<SALES> 345,911
<TOTAL-REVENUES> 345,911
<CGS> 207,604
<TOTAL-COSTS> 207,604
<OTHER-EXPENSES> 77,245
<LOSS-PROVISION> 284
<INTEREST-EXPENSE> 2,741
<INCOME-PRETAX> 57,650
<INCOME-TAX> 20,727
<INCOME-CONTINUING> 36,923
<DISCONTINUED> 1,720
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,203
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.39
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share), and also to reflect the disposal of the company's network
products business.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 22,893
<SECURITIES> 0
<RECEIVABLES> 159,247
<ALLOWANCES> 3,472
<INVENTORY> 138,482
<CURRENT-ASSETS> 322,351
<PP&E> 298,828
<DEPRECIATION> 180,128
<TOTAL-ASSETS> 533,855
<CURRENT-LIABILITIES> 101,916
<BONDS> 45,879
0
0
<COMMON> 457
<OTHER-SE> 373,167
<TOTAL-LIABILITY-AND-EQUITY> 533,855
<SALES> 170,474
<TOTAL-REVENUES> 170,474
<CGS> 102,037
<TOTAL-COSTS> 102,037
<OTHER-EXPENSES> 39,969
<LOSS-PROVISION> 146
<INTEREST-EXPENSE> 1,277
<INCOME-PRETAX> 27,438
<INCOME-TAX> 9,868
<INCOME-CONTINUING> 17,570
<DISCONTINUED> 659
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,911
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share), and also to reflect the disposal of the company's network
products business.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 46,064
<SECURITIES> 0
<RECEIVABLES> 150,669
<ALLOWANCES> 3,071
<INVENTORY> 124,325
<CURRENT-ASSETS> 322,745
<PP&E> 277,423
<DEPRECIATION> 174,862
<TOTAL-ASSETS> 505,114
<CURRENT-LIABILITIES> 95,581
<BONDS> 45,255
0
0
<COMMON> 457
<OTHER-SE> 356,734
<TOTAL-LIABILITY-AND-EQUITY> 505,114
<SALES> 624,743
<TOTAL-REVENUES> 624,743
<CGS> 360,730
<TOTAL-COSTS> 360,730
<OTHER-EXPENSES> 147,210
<LOSS-PROVISION> 922
<INTEREST-EXPENSE> 5,643
<INCOME-PRETAX> 112,441
<INCOME-TAX> 40,587
<INCOME-CONTINUING> 71,854
<DISCONTINUED> 1,899
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69,955
<EPS-PRIMARY> 0.78
<EPS-DILUTED> 0.78
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share).
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 36,598
<SECURITIES> 0
<RECEIVABLES> 147,385
<ALLOWANCES> 3,044
<INVENTORY> 117,402
<CURRENT-ASSETS> 303,494
<PP&E> 262,466
<DEPRECIATION> 168,675
<TOTAL-ASSETS> 474,699
<CURRENT-LIABILITIES> 88,249
<BONDS> 50,335
0
0
<COMMON> 457
<OTHER-SE> 327,120
<TOTAL-LIABILITY-AND-EQUITY> 474,699
<SALES> 454,997
<TOTAL-REVENUES> 454,997
<CGS> 267,107
<TOTAL-COSTS> 267,107
<OTHER-EXPENSES> 110,842
<LOSS-PROVISION> 339
<INTEREST-EXPENSE> 4,064
<INCOME-PRETAX> 73,404
<INCOME-TAX> 26,320
<INCOME-CONTINUING> 47,084
<DISCONTINUED> 2,041
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,043
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.50
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share), and also to reflect the disposal of the company's network
products business.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 24,592
<SECURITIES> 0
<RECEIVABLES> 141,999
<ALLOWANCES> 3,200
<INVENTORY> 111,711
<CURRENT-ASSETS> 280,862
<PP&E> 252,970
<DEPRECIATION> 163,833
<TOTAL-ASSETS> 451,308
<CURRENT-LIABILITIES> 89,915
<BONDS> 50,923
0
0
<COMMON> 457
<OTHER-SE> 304,216
<TOTAL-LIABILITY-AND-EQUITY> 451,308
<SALES> 293,485
<TOTAL-REVENUES> 293,485
<CGS> 175,249
<TOTAL-COSTS> 175,249
<OTHER-EXPENSES> 71,359
<LOSS-PROVISION> 284
<INTEREST-EXPENSE> 3,013
<INCOME-PRETAX> 43,075
<INCOME-TAX> 15,338
<INCOME-CONTINUING> 27,737
<DISCONTINUED> 1,654
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,083
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.29
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share), and also to reflect the disposal of the company's network
products business.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 34,380
<SECURITIES> 0
<RECEIVABLES> 131,692
<ALLOWANCES> 3,041
<INVENTORY> 102,368
<CURRENT-ASSETS> 271,942
<PP&E> 241,297
<DEPRECIATION> 160,038
<TOTAL-ASSETS> 435,324
<CURRENT-LIABILITIES> 91,068
<BONDS> 50,949
0
0
<COMMON> 304
<OTHER-SE> 287,520
<TOTAL-LIABILITY-AND-EQUITY> 435,324
<SALES> 140,955
<TOTAL-REVENUES> 140,955
<CGS> 83,780
<TOTAL-COSTS> 83,780
<OTHER-EXPENSES> 35,855
<LOSS-PROVISION> 180
<INTEREST-EXPENSE> 1,451
<INCOME-PRETAX> 19,910
<INCOME-TAX> 7,036
<INCOME-CONTINUING> 12,874
<DISCONTINUED> 920
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,954
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.13
<FN>
This financial data schedule has been restated in accordance with SFAS No. 128
(Earnings Per Share), and also to reflect the disposal of the company's network
products business.
</FN>
</TABLE>
