<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 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
0-17157
Novellus Systems, Inc.
(Exact name of Registrant as specified in its charter)
California 77-0024666
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization Identification Number)
3970 North First Street
San Jose, California
(Address of principal 95134
executive offices) (Zip Code)
Registrant's telephone number, including area code:
(408) 943-9700
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 [ ]
As of March 28, 1998 33,834,600 shares of the Registrant's common stock, no par
value, were issued and outstanding.
1
<PAGE> 2
NOVELLUS SYSTEMS, INC.
FORM 10-Q
QUARTER ENDED MARCH 28, 1998
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Part I: Financial Information
Item 1: Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at
March 28, 1998 and December 31, 1997. 3
Condensed Consolidated Statements of Income
for the three months ended March 28, 1998
and March 29, 1997. 4
Condensed Consolidated Statements of Cash Flows for
the three months ended March 28, 1998
and March 29, 1997. 5
Notes to Condensed Consolidated Financial
Statements. 6
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Item 3: Quantitative and Qualitative Disclosure About
Market Risks 13
Part II: Other Information
Item 1: Legal Proceedings 13
Item 6: Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
2
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NOVELLUS SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(in thousands)
- -------------------------------------------------------------------------------
Assets March 28, December 31,
1998 1997 (1)
(unaudited)
- -------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 65,583 $ 59,265
Short-term investments 35,077 38,824
Accounts receivable, net 183,396 133,925
Inventories 84,924 82,133
Deferred income taxes 24,605 22,241
Prepaid and other current assets 12,983 14,621
------------------------
Total current assets 406,568 351,009
Property and equipment:
Machinery and equipment 88,861 72,466
Furniture and fixtures 7,193 17,962
Leasehold improvements 53,293 47,294
------------------------
149,347 137,722
Less accumulated depreciation and amortization 49,676 44,382
------------------------
99,671 93,340
Deferred income taxes 28,455 29,498
Other assets 16,406 19,453
------------------------
Total Assets $ 553,592 $ 493,300
========================
Liabilities and Shareholders' Equity
- -------------------------------------------------------------------------------
Current liabilities:
Current obligations under lines of credit $ 11,643 $ 11,652
Accounts payable 52,857 22,865
Accrued payroll and related expenses 14,315 20,632
Accrued warranty 39,581 37,836
Other accrued liabilities 34,825 34,314
Income taxes payable 11,000 --
------------------------
Total current liabilities 164,221 127,299
Long-term debt 65,000 65,000
Commitments and contingencies
Shareholders' equity:
Common stock 157,271 154,167
Accumulated other comprehensive income (2,862) (2,227)
Retained earnings 169,962 149,061
------------------------
Total shareholders' equity 324,371 301,001
------------------------
Total Liabilities and Shareholders' Equity $ 553,592 $ 493,300
========================
</TABLE>
- -----------------------
(1) Derived from the December 31, 1997 audited financial statements.
See accompanying notes.
3
<PAGE> 4
NOVELLUS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
(in thousands, except per share data) Three Months Ended
(unaudited) March 28, March 29,
1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Net sales $163,214 $101,628
Cost of sales 73,283 45,732
-----------------------
Gross profit 89,931 55,896
Operating expenses
Research and development 30,872 16,842
Selling, general and administrative 27,348 17,531
-----------------------
Total operating expenses 58,220 34,373
-----------------------
Operating income 31,711 21,523
Interest income, net 31 2,133
-----------------------
Income before provision for income taxes 31,742 23,656
Provision for income taxes 10,792 8,043
-----------------------
Net income $ 20,950 $ 15,613
=======================
Basic net income per share (1) $ 0.62 $ 0.48
=======================
Diluted net income per share (1) $ 0.60 $ 0.46
=======================
Shares used in basic calculation (1) 33,816 32,760
=======================
Shares used in diluted calculations (1) 34,857 34,274
=======================
</TABLE>
- ---------------
(1) Net income per share amounts reflect the 2 for 1 split. See note 7.
See accompanying notes.
4
<PAGE> 5
<TABLE>
<CAPTION>
NOVELLUS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- ------------------------------------------------------------------------------------
(in thousands) Three Months Ended
(unaudited) March 28, March 29,
1998 1997
- ------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows provided by operating activities:
Net income $ 20,950 $ 15,613
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes (1,321) --
Depreciation and amortization 5,294 3,572
Changes in operating assets and liabilities
Accounts receivable (49,471) (9,598)
Inventories (2,791) (811)
Prepaid and other current assets 1,638 96
Accounts payable 29,992 183
Accrued payroll and related expenses (6,317) (7,577)
Accrued warranty 1,745 372
Other accrued liabilities 511 (2,174)
Income taxes payable 11,000 7,603
----------------------
Total adjustments (9,720) (8,334)
----------------------
Net cash provided by operating activities 11,230 7,279
----------------------
Cash flows from investing activities:
Maturities and sale (purchases) of available-for-sale
Debt Securities, net 3,747 (25,451)
Capital expenditures (12,219) (5,904)
Decrease in other assets 555 1,020
----------------------
Net cash used for investing activities (7,917) (30,335)
----------------------
Cash flows from financing activities:
Payments on lines of credit, net (9) (933)
Repurchase of common stock (90) --
Proceeds from sale of common stock 3,104 5,336
----------------------
Net cash provided by financing activities 3,005 4,403
----------------------
Net increase (decrease) in cash and cash equivalents 6,318 (18,653)
Cash and cash equivalents at the beginning of the period 59,265 65,762
----------------------
Cash and cash equivalents at the end of the period $ 65,583 $ 47,109
======================
Supplemental Disclosures Cash paid during the period for:
Interest $ 1,188 $ 79
Income taxes $ -- $ 359
Other noncash charges:
Income tax benefits from employee stock plans $ 213 $ 1,677
</TABLE>
See accompanying notes.
5
<PAGE> 6
NOVELLUS SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 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
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three-month period ended March 28,
1998 are not necessarily indicative of the results that may be expected for the
year ending December 31, 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 December 31, 1997.
2. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------
Mar. 28, 1998 Dec. 31, 1997
- ----------------------------------------------------------------
<S> <C> <C>
Purchased parts $48,480 $45,556
Work-in-process 31,760 30,326
Finished goods 4,684 6,251
-------- ---------
$84,924 $82,133
======== =========
</TABLE>
3. LINES OF CREDIT
The Company has lines of credit with four banks under which the Company can
borrow up to $13,643,000 at the banks' prime rate which expire at various dates
through July 1998. A portion of this facility ($11,643,000) is available to the
Company's Japanese subsidiary, Nippon Novellus Systems K.K. Borrowings by the
subsidiary are at the banks' offshore reference rate. At March 28, 1998 and
December 31, 1997 the amounts outstanding were $11.6 and $11.7 million,
respectively. All borrowings outstanding under the line of credit were by
the Company's subsidiary.
4. NET INCOME PER SHARE
In accordance with Statement on Financial Accounting Standards No. 128,
"Earnings per Share," basic net income per common share is computed based on
weighted average common shares outstanding during the period. Diluted net income
per share is computed using the weighted average common and dilutive common
equivalent shares outstanding during the period. Stock options are considered
common stock equivalents and are included in the weighted average computation
using the treasury stock method.
6
<PAGE> 7
5. LONG-TERM DEBT
In June 1997, the Company entered into a five year $125 million Senior Credit
Facility structured as an unsecured revolving credit line. Borrowings, at the
option of the Company, bear interest at either a base rate plus a margin or the
London Interbank Offering Rate ("LIBOR") plus a margin for interest periods of
one to six months. As of March 28, 1998 and December 31, 1997, total borrowings
under the revolving credit line were $65 million. The weighted average interest
rate at March 28, 1998 was 6.5%. The Senior Credit facility requires the Company
maintain compliance with certain financial covenants. At March 28, 1998, the
Company was in compliance with these financial covenants. The Senior Credit
Facility currently prohibits the Company from paying dividends.
6. COMMITMENTS
During 1997, the Company entered into new lease agreements adding five buildings
and 6.4 acres of undeveloped land to the five existing buildings and 4.4 acres
of undeveloped land leased by the Company at December 31, 1996. The agreements
are for five years each at an interest rate that approximates LIBOR. At current
interest rates the annual lease payments total approximately $9.4 million.
During the term of the leases, the Company may elect to purchase the properties
for an amount that approximates the lessor's cost of the property and any
current rent due and payable.
These leases contain certain restrictive financial covenants. At March 28, 1998,
the Company was in compliance with these covenants.
7
<PAGE> 8
7. STOCK SPLIT
On September 22, 1997 the Company announced that its Board of Directors had
approved a two-for-one split of Novellus' common stock. Each shareholder of
record as of the close of business on Monday, September 29, 1997 has received
one additional share of common stock for every share held. Net income per share
amounts and number of shares used in the computations, presented in this filing,
give effect to the two-for-one split.
8. COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted the Statement on Financial Accounting
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components; however adoption of this Statement had no impact on the
Company's net income or shareholders' equity. SFAS 130 requires unrealized gains
or losses on the Company's available-for-sale securities and foreign currency
translation adjustments, which prior to adoption were reported separately in
shareholders' equity, to be included in other comprehensive income.
The following are the components of comprehensive income:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Three Months Ended
March 28, 1998 March 29, 1997
- --------------------------------------------------------------------------------------
<S> <C> <C>
Net income $ 20,950 $ 15,613
Foreign currency translation adjustment (635) (429)
-------- --------
Comprehensive income $ 20,315 $ 15,184
======== ========
</TABLE>
The components of accumulated other comprehensive income, net of related tax are
as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
March 28, 1998 Dec. 31, 1997
- ------------------------------------------------------------------------------------
<S> <C> <C>
Foreign currency translation adjustment $(2,862) $(2,227)
------- -------
$(2,862) $(2,227)
======= =======
</TABLE>
8
<PAGE> 9
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the three months ended March 28, 1998 were $163.2 million,
compared with $101.6 million for the comparable year-ago quarter, and $162.8
million for the immediately preceding quarter. The increase in net sales from
the year-to-year quarter reflects increasing shipments of the Company's Concept
Two chemical vapor deposition products, as well as sales of physical vapor
deposition "PVD" products acquired in June 1997, as part of the Varian Thin Film
Systems "TFS" division acquisition, completed in June 1997. During the first
quarter of 1998, the Company shipped for revenue the first Concept-Three 300
millimeter system. Bookings for the first quarter of 1998 fell short of
achieving a 1:1 book to bill ratio, consistent with the current industry
climate. Consistent with this book to bill ratio, the Company expects that net
sales for the second and third quarters to be approximately 10% lower than first
quarter levels.
International net sales (including export sales) for the three months ended
March 28, 1998, were 45% as a percentage of total net sales, which compares to
the prior year period of 55% and 59% for the immediately preceding quarter. The
decrease relates to lower net sales in Japan, Korea and the Pacific Rim.
Gross profit as a percentage of net sales for the three months ended March 28,
1998 was 55.1%, compared with 55.0% for the comparable year-ago period and 54.9%
for the immediately preceding quarter. The slight increase in gross profit
percentage from the year-ago quarter and immediately preceding quarter is mainly
due to increased shipments of our CVD products. The Company anticipates
continued pressure on the gross margins as a result of continuing integration
costs associated with the TFS acquisition and competitive market forces.
Research and development expenses for the three months ended March 28, 1998 were
$30.9 million compared with $16.8 million for the comparable year-ago quarter,
and $28.1 million for the immediately preceding quarter. Research and
development expenses as a percentage of net sales for the three months ended
March 28, 1998 represented 18.9% compared with the 16.6% for the comparable
year-ago period, and 17.3% for the immediately preceding quarter. The increases
in research and development expenses in absolute dollars reflects the Company's
increasing commitment to the development of new products, including additional
Concept Two modules, advanced PVD systems, advanced "gap fill" technology,
primary conductor metals, low K dielectric materials and additional advanced
technologies for the next generation of smaller geometry fabrication lines, as
well as equipment to process 300mm wafers.
Selling, general, and administrative expenses for the three months ended March
28, 1998 were $27.3 million compared with $17.5 million in the comparable
year-ago quarter, and $27.4 million from the immediately preceding quarter.
Selling, general, and administrative expenses as a percentage of net sales for
the three months ended March 28, 1998 were 16.8% compared with 17.3% for the
comparable year-ago quarter, and 16.8% for the immediately preceding quarter.
The increase in absolute dollars from the three months ended March 29, 1997 as
compared to the three months ended March 28, 1998, is related to incremental
expenses associated with selling and supporting the acquired PVD product line.
The Company is continuing its efforts to control and minimize selling, general
and administrative costs.
9
<PAGE> 10
Net interest income for the three months ended March 28, 1998 was $31,000
compared with $2.1 million for the comparable year-ago quarter, and $21,000
recorded in the immediately preceding quarter. The decrease from the three
months ended March 29, 1997 as compared to the three months ended March 28, 1998
is due to lower cash balances as a result of the payment of $80.0 million to
Applied Materials for the settlement of the TEOS patent litigation in May, 1997
and the acquisition of TFS, financed through the use of $80.5 million of
existing cash, and long-term borrowings of $65.0 million.
The Company's effective tax rate for the three months ended March 28, 1998, the
comparable year-ago quarter, and immediately preceding quarter was 34%. The
effective tax rate for the remainder of fiscal 1998 is anticipated to be 34%.
Net deferred tax assets were $52.6 and $51.7 million at March 28, 1998 and
December 31, 1997, respectively. Deferred tax assets of $78.9 and $78.9 million
were offset by valuation allowances of $19.2 and 20.0 million and deferred tax
liabilities of $7.1 and $7.2 million at March 28, 1998 and December 31, 1997,
respectively. The valuation allowances relates to capitalized in-process
research and development which is deductible for tax purposes over a 15 year
period, and reduces the deferred tax asset for this item by approximately 50%.
While other deferred tax assets are realizable because of offsetting deferred
tax liabilities and potential tax carry-back availability, realization of the
capitalized in-process research and development is dependent on future taxable
income. Because of the inherent risks and uncertainties in the Company's
business described under Other Cautionary Statements in the Company's period
reports under the Securities Exchange Act of 1934, as amended, management
determined that approximately 50% of this asset is more likely than not
realizable.
Net income for the three months ended March 28, 1998 was $21.0 million or $0.60
per share compared with $15.6 million or $0.46 per share for the comparable
year-ago period, and $22.4 million or $0.64 per share for the immediately
preceding quarter. The sequential quarterly decrease in net income was due
primarily to increased research and development expenditures. Net income
compared to the prior year quarter is higher in absolute dollars as a result of
higher net sales and on a per share basis net income is lower than prior year
quarter, as a result of increases in research and development and selling,
general and administrative spending.
The number of shares used in the per share calculations for the three months
ended March 28, 1998 was 34.9 million compared with 34.3 million for the
comparable year-ago period and 35.0 million for the immediately preceding
period. The increase in shares used compared to the comparable year-ago quarter
is primarily due to an increased number of stock options and common stock
equivalents in the three months ended March 28, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations and capital resources
through cash flow from operations, sales of equity securities and borrowings.
The Company's primary sources of funds at March 28, 1998 consisted of $100.7
million of cash, cash equivalents and short-term investments. This amount
represents an increase of $2.6 million from the December 31, 1997 balance of
$98.1 million. During the second quarter of 1997, the Company entered into a
five year $125 million Senior Credit Facility structured as an unsecured
revolving credit line. The borrowings, at the option of the Company, bear
interest at either a base rate plus a margin or LIBOR plus a margin for interest
periods of one to six months. As of March 28, 1998, total borrowings under the
Senior Credit Facility were $65 million with a weighted average interest rate of
approximately 6.5%. The Senior Credit facility requires the Company to be in
compliance with certain financial covenants. At March 28,
10
<PAGE> 11
1998, the Company was in compliance with these financial covenants. The Senior
Credit Facility currently prohibits the Company from paying dividends. In
addition, at March 28, 1998, there was $13.6 million available under bank lines
of credit that expire at various dates through July 1998. At March 28, 1998
approximately $11.6 million was outstanding under these bank lines of credit
which bear interest at the banks' prime lending rates or offshore reference
rates.
During the three months ended March 28, 1998, the Company's cash and cash
equivalents increased $6.3 million to $65.6 million from $59.3 million at
December 31, 1997. Net cash provided by operating activities during the first
three months of 1998 was $11.2 million due primarily to a net income of $21
million, non-cash depreciation and amortization charges of $5.3 million, and
increases in accounts payable and income tax payable of $30.0 million and $11.0
million, respectively. These amounts were partially offset by increases in
accounts receivable of $49.5 million and a decrease in accrued payroll and
related expenses of $6.3 million, respectively. The increase in accounts
receivable was due to longer collection cycles on certain Asian accounts and the
timing of shipments during the quarter.
Net cash flows used for investing activities was $7.9 million during the first
three months of 1998. During this period, the Company had capital expenditures
of $12.2 million, which was partially offset by the net sales of
available-for-sale debt securities, which generated $3.7 million.
During the first three months of 1998, net cash provided by financing activities
was $3.0 million due primarily to proceeds from common stock option exercises of
$3.1 million. The Company believes that its current cash position and cash
generated through operations, if any, will be sufficient to meet the Company's
needs through at least the next twelve months.
The Company expects investment in property and equipment in the current fiscal
year to approximate $52.0 million of which $12.3 million has been incurred as of
March 28, 1998. The Company intends to finance these investments from existing
cash balances and cash flows from operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
Not Applicable.
The statements contained in this Report on Form 10-Q that are not purely
historical in nature are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21 E of the Securities
Exchange Act of 1934, including without limitation, statements regarding the
Company's estimations, anticipations, determinations, commitments,
expectations, plans, hopes, beliefs, intentions or strategies regarding the
future forward looking statements, including without limitation, the statement
regarding the Company's expectation that "net sales for the second and third
quarters will be approximately 10% lower than first quarter levels, the
Company's anticipations as to continued pressure on the Company's gross
margins, the Company's increasing commitment to the development of new
products, management's determination that approximately 50% of the deferred tax
asset is more likely than not realizable, the Company's anticipation as to its
effective tax rate for the remainder of 1998, under "Part 1 Financial
Information, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operation," the statements
11
<PAGE> 12
regarding, the Company's beliefs as to the sufficiency of its current cash
position to meet the Company's needs, the Company's expectations as to the
amount of its property and equipment investments in the current fiscal year,
and the Company's intention to finance such investments in the current fiscal
year, and the Company's intention to finance such investments from existing
cash balances and cash flows from operations, under "Part 1 Financial
Information, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources". These
forward-looking statements involve risks and uncertainties including, but not
limited to, domestic and international economic conditions, product demand and
industry capacity, competitive products and pricing, manufacturing
efficiencies, new product development, ability to enforce patents, the outcome
of availability of raw materials and critical manufacturing equipment, new
plant startups, the regulatory and trade environment, and other risks indicated
in filings with the Securities and Exchange Commission (SEC). Actual results
may differ materially. Novellus assumes no obligation to update this
information. For more details, please refer to other SEC filings, including the
Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q.
12
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PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Not applicable.
13
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Not Applicable
(b) No reports on Form 8-K have been filed by the Company during
the quarter for which this report was filed.
(c) Financial Data Schedules dated December 31, 1995 through
March 28, 1998, as amended.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOVELLUS SYSTEMS, INC.
REGISTRANT
/s/ Robert H. Smith
---------------------------------
Robert H. Smith
Executive Vice President
Finance and Administration
/s/ Robert H. Smith
---------------------------------
J. Michael Dodson
Vice President and Corporate
Controller (Principal Accounting
Officer)
May 11, 1998
------------
Date
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
27.01 Financial Data Schedule dated March 28, 1998
27.02 Financial Data Schedule dated December 31, 1997
27.03 Financial Data Schedule dated September 27, 1997
27.04 Financial Data Schedule dated June 28, 1997
27.05 Financial Data Schedule dated March 29, 1997
27.06 Financial Data Schedule dated December 31, 1996
27.07 Financial Data Schedule dated September 30, 1996
27.08 Financial Data Schedule dated June 30, 1996
27.09 Financial Data Schedule dated March 31, 1996
27.10 Financial Data Schedule dated December 31, 1995
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-28-1998
<CASH> 65,583
<SECURITIES> 35,077
<RECEIVABLES> 187,147
<ALLOWANCES> 3,751
<INVENTORY> 84,924
<CURRENT-ASSETS> 406,568
<PP&E> 149,347
<DEPRECIATION> 49,676
<TOTAL-ASSETS> 553,592
<CURRENT-LIABILITIES> 164,221
<BONDS> 65,000
0
0
<COMMON> 157,271
<OTHER-SE> 167,100
<TOTAL-LIABILITY-AND-EQUITY> 553,592
<SALES> 163,214
<TOTAL-REVENUES> 163,214
<CGS> 73,283
<TOTAL-COSTS> 73,283
<OTHER-EXPENSES> 58,220
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,188
<INCOME-PRETAX> 31,742
<INCOME-TAX> 10,792
<INCOME-CONTINUING> 20,950
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,950
<EPS-PRIMARY> .62
<EPS-DILUTED> .60
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 59,265
<SECURITIES> 38,824
<RECEIVABLES> 137,472
<ALLOWANCES> 3,547
<INVENTORY> 82,133
<CURRENT-ASSETS> 351,009
<PP&E> 137,722
<DEPRECIATION> 44,382
<TOTAL-ASSETS> 493,300
<CURRENT-LIABILITIES> 127,299
<BONDS> 65,000
0
0
<COMMON> 154,167
<OTHER-SE> 146,834
<TOTAL-LIABILITY-AND-EQUITY> 493,300
<SALES> 534,004
<TOTAL-REVENUES> 534,004
<CGS> 243,566
<TOTAL-COSTS> 243,566
<OTHER-EXPENSES> 414,514
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,943
<INCOME-PRETAX> (121,133)
<INCOME-TAX> (25,475)
<INCOME-CONTINUING> (95,658)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95,658)
<EPS-PRIMARY> (2.88)
<EPS-DILUTED> (2.88)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-27-1997
<CASH> 38,604
<SECURITIES> 28,976
<RECEIVABLES> 145,317
<ALLOWANCES> 3,613
<INVENTORY> 88,143
<CURRENT-ASSETS> 342,763
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