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3Com Reports Fiscal Q2 Results.


Business Editors/High-Tech Writers

SANTA CLARA Santa Clara, city, Cuba
Santa Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba.
, Calif.--(BUSINESS WIRE)--Dec. 19, 2002

3Com Corporation (Nasdaq: COMS COMS 3Com Corporation (stock symbol)
COMS Certified Orientation and Mobility Specialist
COMS Continuous Opacity Monitoring Systems
COMS City of Manchester Stadium (UK) 
) today reported financial results for its second quarter of fiscal year 2003 ended November November: see month.  29, 2002. Revenues for the quarter were $303 million, including $15 million in royalties Not to be confused with Royal family.

Royalties (sometimes, running royalties) are usage-based payments made by one party (the "licensee") to another (the "licensor") for ongoing use of an asset, most typically an intellectual property (IP) right.
 from a paid-up Paid-Up

The state of a settlement when all payment obligations for a security have been completed in a customer account. When an individual has paid up, he or she has paid for the security in full.
 license. Gross margins were $156 million, or 51 percent of revenues, up approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 four percentage points sequentially se·quen·tial  
adj.
1. Forming or characterized by a sequence, as of units or musical notes.

2. Sequent.



se·quen
. Operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
 were $217 million, an increase of $46 million sequentially. The net loss was approximately $69 million, or $0.19 per share. This compares to a net loss of $98 million, or $0.27 per share, in the previous quarter and a net loss of $95 million, or $0.27 per share, in the second quarter of the prior fiscal year. The net loss in the previous quarter includes an adjustment of $66 million for the write off of goodwill relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the adoption of SFAS SFAS Statement of Financial Accounting Standards
SFAS Special Forces Assessment and Selection
SFAS Student Financial Aid Services
SFAS Sport Fishing Association of Singapore
SFAS Safety Features Actuation System
SFAS Statewide Fixed Assets System
 142.

These results have been presented on a U.S. GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 (Generally Accepted Accounting Principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
) basis and are not comparable to First Call earnings estimates.

The company ended the quarter with $1.43 billion in cash and short-term Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 investments, an increase of $46 million from the previous quarter, while reducing debt by $58 million. Strong working capital management continued, with a cash-to-cash cycle of five days. Days sales outstanding In accountancy, Days Sales Outstanding is a company's average collection period. A low figure indicates that the company collects its outstanding receivables quickly. Typically it is looked at either quarterly or yearly (90 or 365 days).  (DSO See CSO. ) was 41 days, average days payables Payables

Related: Accounts payable
 outstanding (DPO DPO Direct Public Offering (finance/investment)
DPO Direct Public Offering
DPO District Police Officer (Pakistan)
DPO Days Payables Outstanding
DPO Document Process Outsourcing
DPO Days Past Ovulation
) was 64 days, and average inventory turnover was 12.8 turns.

NOTE: Attached is the full text of 3Com's fiscal second quarter 2003 formal earnings remarks. Additional financial data is also attached.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.


This press release and Mr. Claflin's and Mr. Slaven's remarks on the quarterly results contain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of the federal securities laws, including statements regarding the following: our performance in market segments; costs and expenses; cash and short-term investments balances; the performance of the economy and the particular segments in which we and our customers operate; our ability to achieve revenue growth and profitability; revenue; gross margins; contribution margins; our existing and future product offerings; P&L performance; working capital management; our balance sheet; trends in external markets in certain geographies; and our plans with regard to our real estate, employees, and R&D efforts. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially, including the following: possible fluctuations in the demand for our products and in economic conditions affecting the markets for our products; our ability to successfully manage costs and expenses; possible delays or inability to collect accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying ; guarantees or other credit arrangements with end customers; continued or increased reductions in capital spending capital spending

Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years.
 in the technology and networking sectors; possible development or marketing delays relating to our product offerings; our ability to plan and forecast channel and company inventory; possible defects in our product offerings; the introduction of new products by competitors COMPETITORS, French law. Persons who compete or aspire to the same office, rank or employment. As an English word in common use, it has a much wider application. Ferriere, Dict. de Dr. h.t.  or entry of new competitors into the markets for our products; and recovery in the capital equipment expenditures of carriers and service providers. A detailed discussion of other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in 3Com's most recent filings with the Securities and Exchange Commission, including 3Com's quarterly report on Form 10-Q Form 10-Q

See 10-Q.
 for the quarter ended August 30, 2002. 3Com undertakes no obligation to update forward-looking statements to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact.
     2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or
 occurring after the date of this press release.

About 3Com Corporation

3Com is a tier-one provider of innovative, practical and high-value networking products for enterprise customers. 3Com is also a leader in Internet protocol See Internet and TCP/IP.

(networking) Internet Protocol - (IP) The network layer for the TCP/IP protocol suite widely used on Ethernet networks, defined in STD 5, RFC 791. IP is a connectionless, best-effort packet switching protocol.
 (IP) service platforms and access infrastructure for the network service provider market. For further information, please visit www.3com.com, or the press site www.3com.com/pressbox.

             Comments on the Second Quarter of Fiscal 2003
         To be delivered during the analyst conference call by
  Mark Slaven, 3Com senior vice president and chief financial officer


I will now take you through our financial results for Q2 of fiscal '03, starting with a brief overview.

Revenues for the quarter were $303 million, including $15 million of royalties from a paid-up license with Xircom Xircom, Inc. was based in Thousand Oaks, California, with manufacturing facilities located in Penang & Malaysia and international offices throughout Europe and Asia Pacific. They were one of the first companies to develop network computing products for notebook computers. . Excluding the royalties, revenues were approximately $288 million, down approximately 6 percent from the prior quarter, and within our guidance of a 5 to 8 percent sequential One after the other in some consecutive order such as by name or number.  decline.

Gross margins improved almost 4 points to over 51 percent, driven largely by the benefit from the paid-up license.

Total operating expenses were approximately $217 million, including approximately $70 million in restructuring charges restructuring charge

The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings.
 and $10 million in amortization and write downs of intangibles Property that is a "right" such as a patent, Copyright, or trademark, or one that is lacking physical existence, such as good will. .

The operating loss operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 was $61 million.

The net loss was approximately $69 million and EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format.  was a negative 19 cents per share Cents per share

The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned.
. This includes a combined negative impact of approximately 24 cents per share from restructuring charges, amortization and write downs of intangibles, gains on land and facilities, and losses on equity investments. It also includes a positive impact of approximately 5 cents per share from the paid-up license revenue and a duty refund TO REFUND. To pay back by the party who has received it, to the party who has paid it, money which ought not to have been paid.
     2. On a deficiency of assets, executors and administrators cum testamento annexo, are entitled to have refunded to them legacies
 of approximately $4 million.

Cash and short-term investment balances increased by $46 million to $1.43 billion, while overall debt balances were reduced by $58 million.

Enterprise Networking The networking infrastructure in a large enterprise with multiple computer systems and networks of different types is extraordinarily complex. Due to the myriad of interfaces that are required, much of what goes on has little to do with the real data processing of the payroll and orders.  Segment
-- $57 million from the sale of our facility in Marlborough, Massachusetts and $4 million from the sale of a facility in Salt Lake City;

-- Net proceeds of approximately $1 million from equity investments;

-- Offset by the use of $6 million for capital expenditures.


Connectivity A generic term for connecting devices to each other in order to transfer data back and forth. It often refers to network connections, which embraces bridges, routers, switches and gateways as well as backbone networks.  Segment

-- Revenues for the Connectivity segment were much stronger than

anticipated. Revenues including the $15 million paid-up

license were $81 million. Excluding this $15 million, revenues

were approximately $66 million, a decline of $2 million

sequentially. While OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and  sales declined sequentially, channel

sales increased, nearly offsetting the OEM decline.

-- This segment delivered a positive contribution margin of

approximately $39 million including the $15 million benefit

from the paid-up license. Excluding this benefit, contribution

margin was approximately $24 million compared to $19 million

in Q1. The increase was driven mainly by improved gross

margins.

CommWorks Segment

-- Revenues for CommWorks were approximately $31 million, down

approximately $5 million from Q1, and reflecting continued

softness in spending by telecommunications service providers A Telecommunications Service Provider or TSP is a type of Communications Service Provider that has traditionally provided telephone and similar services. This category includes ILECs, CLECs, and mobile wireless companies. .

-- Contribution margin was approximately negative $12 million and

includes $4.5 million of write offs from impairments of

intangible assets Intangible Asset

An asset that is not physical in nature.

Notes:
Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets.
. Without the write offs, the contribution

margin improved by approximately $4 million over Q1,

representing significant progress in the drive to achieve

break even contribution margin by the end of the fiscal year.

The improvement was largely the result of the substantial

steps taken throughout the quarter to restructure the

business.

Gross Margins

Overall gross margins improved almost 4 points sequentially, primarily the result of the $15 million in paid-up license revenue mentioned earlier. The remaining improvement was primarily the result of lower costs and favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 mix. As was the case last quarter, we received another duty refund of approximately $4 million, which benefited margins, and also received approximately $2 million in benefit from the sale or disposition Act of disposing; transferring to the care or possession of another. The parting with, alienation of, or giving up of property. The final settlement of a matter and, with reference to decisions announced by a court, a judge's ruling is commonly referred to as disposition, regardless of  of inventory that had previously been written off.

Operating Expenses

Included in operating expenses of $217 million, were the following items:

--  $70 million in restructuring charges consisting of:

    1) $11 million in severance related expenses;

    2) a $31 million loss on the sale of property;

    3) $17 million of write downs of assets held for sale and asset
       retirements;

    4) $9 million of accelerated depreciation on facilities in Santa
       Clara;

    5) and approximately $2 million of other miscellaneous items.

    Also,

--  $10 million of amortization and write down of intangibles.


Excluding the restructuring charges and the amortization and write down of intangibles, operating expenses were approximately $138 million.

The number of employees, including alternative work force, at the end of Q2 was approximately 4,200, as compared to approximately 4,600 at the end of the prior quarter.

Gains (Losses) on Investments

Net loss on equity investments was approximately $7 million, the result of fair value adjustments and write downs of long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 equity investments.

Interest and Other Income

Interest and other income, net, was approximately $4 million.

Income Tax Provision

The income tax provision was $4 million primarily representing tax on foreign earnings.

Net Loss per Share, Shares Outstanding

The net loss per share was approximately 19 cents including the impacts previously mentioned. Basic shares outstanding for Q2 were approximately 359 million, up approximately two million shares from the prior quarter due to option exercises and issuance of shares under the employee stock purchase program.

Cash

Cash and short-term investment balances increased approximately $46 million in the quarter, including a net reduction of $58 million in debt.

Cash used in financing activities was approximately $46 million due to debt reduction of $58 million, against the receipt of $9 million from stock option exercises and employee purchases of shares and the receipt of $4 million on a note receivable note receivable

A debt due from borrowers and evidenced by a written promise of payment. Note receivable, an entry on the asset side of many corporate balance sheets, indicates the dollar amount of loans due to be repaid by borrowers.
. Additionally, we repurchased four hundred thousand shares of 3Com stock at an average price of $3.89 under a share repurchase plan share repurchase plan

A corporation's plan for buying back a predetermined number of its own shares in the open market. Institution of a share repurchase plan derives from management's view that the company has limited outside investment opportunities and
 authorized au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 during the quarter.

Cash provided by investing activities was approximately $56 million driven by the following factors:


-- $57 million from the sale of our facility in Marlborough, Massachusetts and $4 million from the sale of a facility in Salt Lake City;

-- Net proceeds of approximately $1 million from equity investments;

-- Offset by the use of $6 million for capital expenditures.



Cash generated from operating activities was approximately $35 million. This includes $15 million from the paid-up license, and $4 million in duty refunds. It also includes cash disbursements of approximately $15 million related to previously announced restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  activities, including $13 million related to separation. Excluding these items, cash generated from operating activities was approximately $31 million.

Our cash cycle was 5 days, our second best performance ever. DSO remained flat at 41 days. Average inventory turns improved from 11.6 to a new record of 12.8, and average days payable was 64 days.

Forward Looking Guidance

I will now end with some guidance on the third quarter of our fiscal '03. This will include forward-looking statements about various matters pertaining per·tain  
intr.v. per·tained, per·tain·ing, per·tains
1. To have reference; relate: evidence that pertains to the accident.

2.
 to fiscal 2003. Please refer to the safe harbor language in the earnings release, which is available on our website, for factors that could cause actual results to vary.

Historically the third quarter has been a seasonally weaker quarter for the company. Setting aside the $15 million in royalties received in Q2, we expect total revenues to decline sequentially by approximately 5 to 7 percent. We expect the Connectivity segment to decline approximately 20 percent as OEM sales continue to decline and we enter a seasonally slower quarter for channel sales. We expect the Enterprise Networking segment to decline modestly due to the seasonal weakness and we expect sales for CommWorks to be roughly flat.

We expect gross margins to be in the range of 45 to 47 percent.

We expect a modest decline in ongoing operating expenses.

We expect non-operating income of approximately $3 to 5 million and the tax provision to be approximately $4 million.

Additional charges due to restructuring, loss on sale of assets and investments, and asset impairments are likely, though not possible to predict in the aggregate at this time.

Finally, we expect to maintain cash and short-term investment balances in excess of $1.4 billion.

             Comments on the Second Quarter of Fiscal 2003
         To be delivered during the analyst conference call by
       Bruce Claflin, 3Com president and chief executive officer


We were all hopeful that as we ended calendar year 2002, it would be on a more upbeat note for the industry. Yet as we all know, that is not the case. However, despite the continuing challenges of the industry, I am confident in 3Com's future potential. We end the year with a strong balance sheet and superb cash position. We are enjoying growth in strategically important products like Layer 3 switching and LAN Telephony An IP telephony system that is contained within a local area network (LAN). See IP telephony and voice capable Ethernet switch. .

For example, on December December: see month.  9, we released the XRN XRN - A newsreader program for Usenet news running under the X Window System.  Interconnect (1) To attach one device to another.

(2) A physical port (plug, socket) or wireless port (transmitter, receiver) used to attach one device to another.
 Kit, which demonstrates 3Com's commitment to delivering reliable, scalable networks to the enterprise market at lower prices and cost of ownership. Feedback from over 25 Beta See beta version, beta site, Betamax and Betacam.

1. BETA - Kristensen, Madsen <olmadsen@daimi.aau.dk>, Moller-Pedersen & Nygaard, 1983. Object-oriented language with block structure, coroutines, concurrency, strong typing, part objects, separate objects and
 customers has been very favorable, and we are actively selling and shipping kits. We are readying future phases of the technology to enable enterprises to have a long-term, flexible path of scalability How much a system can be expanded. See scalable.

scalability - How well a solution to some problem will work when the size of the problem increases.

For example, a central server of some kind with ten clients may perform adequately but with a thousand clients it
 and network optimization optimization

Field of applied mathematics whose principles and methods are used to solve quantitative problems in disciplines including physics, biology, engineering, and economics.
. Also, our previously announced products that use XRN technology showed healthy growth this quarter. As a result, our Layer 3 fixed-configuration Gigabit switches pulled ahead of Extreme Networks in revenue and ports shipped, and 3Com now holds the #2 position in both categories, according to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 Dell'Oro.

In LAN Telephony, we have now had four straight quarters of revenue growth. All this proves 3Com's ability to successfully introduce new products in growth areas.

As you know, telecom related markets remain severely depressed Depressed

A description of a market, security, or product that is experiencing weak demand and lowering prices.

Notes:
A depressed market, security, or product implies that prices and volume are low. There are many reasons for a depressed market, security, or product.
. As a result we substantially reduced our cost structure in CommWorks. Despite lower revenues, this unit continued to make substantial progress in Q2 toward its goal of positive contribution margin in Q4 FY'03.

Strategically, we've we've  

Contraction of we have.

we've have
 set our sights on what it will take to be the tier one networking company of the future -- one that offers innovative feature rich products and solutions that excel at Verb 1. excel at - be good at; "She shines at math"
shine at

excel, surpass, stand out - distinguish oneself; "She excelled in math"
 low cost of acquisition and ownership. While the economy and industry environment remain challenging, we remain confident in the long-term growth prospects of our industry and specifically, 3Com's ability to grow not just with, but also ahead of the industry.

                           3Com Corporation
            Condensed Consolidated Statements of Operations
                 (in thousands, except per share data)
                              (unaudited)

                        Three Months Ended         Six Months Ended
                  ------------------------------ ---------------------
                   Nov. 29,  Aug. 30,  Nov. 30,   Nov. 29,   Nov. 30,
                     2002      2002      2001       2002       2001
                  --------- --------- ---------- ---------- ----------

Sales             $303,194  $304,722   $393,854   $607,916   $783,443
Cost of sales      147,316   159,257    260,857    306,573    581,641
Non-recurring
 inventory
 charges                --        --         --         --      6,037
                  --------- --------- ---------- ---------- ----------

Gross margin       155,878   145,465    132,997    301,343    195,765
                  --------- --------- ---------- ---------- ----------

Operating expenses:
 Sales and
  marketing         67,661    66,981     85,027    134,642    191,251
 Research and
  development       44,597    50,929     73,220     95,526    159,101
 General and
  administrative    25,633    26,906     28,786     52,539     69,785
 Restructuring
  charges           69,539    23,157     31,536     92,696     89,051
 Amortization and
  write down of
   intangibles      10,048     2,452     12,884     12,500     29,368
 Losses (gains) on
  land and
  facilities, net     (265)    1,152         --        887         --
                  --------- --------- ---------- ---------- ----------
   Total operating
    expenses       217,213   171,577    231,453    388,790    538,556
                  --------- --------- ---------- ---------- ----------

Operating loss     (61,335)  (26,112)   (98,456)   (87,447)  (342,791)
Loss on
 investments, net   (7,087)  (11,465)    (4,620)   (18,552)    (7,270)
Interest and other
 income, net         3,909     9,597     26,640     13,506     45,798
                  --------- --------- ---------- ---------- ----------

Loss before income
 taxes and
 cumulative effect
 of change in
 accounting
 principle         (64,513)  (27,980)   (76,436)   (92,493)  (304,263)
Income tax
 provision           4,000     4,000     27,238      8,000     31,795
                  --------- --------- ---------- ---------- ----------

Loss before
 cumulative effect
 of change
 in accounting
  principle        (68,513)  (31,980)  (103,674)  (100,493)  (336,058)
Cumulative effect
 of change in
 accounting
  principle(1)          --   (65,601)        --    (65,601)        --

                  --------- --------- ---------- ---------- ----------
Net loss          $(68,513) $(97,581) $(103,674) $(166,094) $(336,058)
                  ========= ========= ========== ========== ==========

Loss per basic and
 diluted share
 before cumulative
 effect of change
 in accounting
 principle          $(0.19)   $(0.09)    $(0.30)    $(0.28)    $(0.97)

Cumulative effect
 of change in
 accounting
 principle              --     (0.18)        --      (0.18)        --
                  --------- --------- ---------- ---------- ----------
Net loss per basic
 and diluted share  $(0.19)   $(0.27)    $(0.30)    $(0.46)    $(0.97)
                  ========= ========= ========== ========== ==========

Shares used in
 computing basic
 and diluted per
 share amounts     359,340   357,437    346,703    358,389    345,508

(1) During the quarter ended November 29, 2002, we completed the
    transitional goodwill impairment evaluation prescribed by FAS 142
    and recorded a charge totaling approximately $66 million as a
    change in accounting principle effective June 1, 2002.

In accordance with FAS 142, which was adopted the first quarter of
fiscal 2003, goodwill and workforce intangibles are no longer
amortized. The following table represents net loss and basic and
diluted loss per share as if FAS 142 was adopted in the first quarter
of fiscal 2002:

                       Three Months Ended           Six Months Ended
                  ------------------------------ ---------------------
                   Nov. 29,  Aug. 30,  Nov. 30,   Nov. 29,   Nov. 30,
                     2002      2002      2001       2002       2001
                  --------- --------- ---------- ---------- ----------

Actual reported
 net loss         $(68,513) $(97,581) $(103,674) $(166,094) $(336,058)
Add back goodwill
 amortization           --        --      8,306         --     16,627
Add back acquired
 workforce
 amortization           --        --        669         --      1,335
                  --------- --------- ---------- ---------- ----------
Adjusted net loss $(68,513) $(97,581)  $(94,699) $(166,094) $(318,096)

Basic and diluted
 loss per share:
Reported loss per
 share:             $(0.19)   $(0.27)    $(0.30)    $(0.46)    $(0.97)
 Add back goodwill
  amortization per
  share                 --        --       0.03         --       0.05
 Add back acquired
  workforce
  amortization per
  share                 --        --         --         --         --
                  --------- --------- ---------- ---------- ----------
Adjusted basic and
 diluted loss per
 share              $(0.19)   $(0.27)    $(0.27)    $(0.46)    $(0.92)


                           3Com Corporation
                 Condensed Consolidated Balance Sheets
                            (in thousands)
                              (unaudited)

                                             November 29,    May 31,
                                                2002          2002
                                            -------------- -----------
ASSETS

Current assets:
 Cash and short-term investments               $1,433,602  $1,382,048
 Accounts receivable, net                         137,848     147,113
 Inventories                                       44,010      61,777
 Other current assets                              58,349      72,106
                                            -------------- -----------

     Total current assets                       1,673,809   1,663,044

Deferred income taxes                               6,055       6,192
Property & equipment, net                         487,152     676,154
Goodwill, intangibles, deposits,
 and other assets                                  76,120     181,402
                                            -------------- -----------

     Total assets                              $2,243,136  $2,526,792
                                            ============== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                $109,050    $125,903
 Accrued liabilities and other                    249,130     275,965
 Current debt obligations                          31,952     101,354
                                            -------------- -----------

     Total current liabilities                    390,132     503,222

Long-term debt and other                           49,777      73,365
Stockholders' equity                            1,803,227   1,950,205
                                            -------------- -----------

     Total liabilities and stockholders'
      equity                                   $2,243,136  $2,526,792
                                            ============== ===========


                      Additional Financial Data
                            (in thousands)
                             (unaudited)

Sales by Geography
                            Three Months Ended
                         ------------------------
                         November 29,   August 30,      $          %
                            2002          2002       Change     Change
                          --------      --------    --------    ------

Americas(1)               $139,005      $151,728    $(12,723)     -8%
EMEA                       116,109       101,930      14,179     +14%
Asia Pacific Rim            48,080        51,064      (2,984)     -6%
                          --------      --------    --------
Total Sales               $303,194      $304,722     $(1,528)     -1%
                          ========      ========    ========    ======

(1) Americas sales for the three months ended November 29, 2002
    includes $15.0 million of royalty revenue from a paid-up license


Sales by Segment
                            Three Months Ended
                         ------------------------
                         November 29,   August 30,      $          %
                            2002          2002       Change     Change
                          --------      --------    --------    ------

Connectivity Segment(1)    $81,291       $67,930     $13,361     +20%
Enterprise Networking
 Segment                   190,170       195,813      (5,643)     -3%
CommWorks Segment           31,008        35,545      (4,537)    -13%
                          --------      --------    --------
     Subtotal              302,469       299,288       3,181      +1%
Exited Product Lines           725         5,434      (4,709)    -87%
                          --------      --------    --------
Total Sales               $303,194      $304,722     $(1,528)     -1%
                          ========      ========    ========    ======

(1) Connectivity segment sales for the three months ended
    November 29, 2002 includes $15.0 million of royalty revenue
    from a paid-up license


Contribution Margin by
 Segment
                            Three Months Ended
                         ------------------------
                         November 29,   August 30,      $         %
                            2002          2002       Change     Change
                          --------      --------    --------    ------

Connectivity Segment(1)    $38,566       $18,968     $19,598     103%
Enterprise Networking
 Segment(2)                 14,319        23,311      (8,992)    -39%
CommWorks Segment(3)       (11,549)      (11,312)       (237)     -2%
                          --------      --------    --------
     Subtotal               41,336        30,967      10,369      33%
Exited Product Lines         1,573          (613)      2,186     357%
                          --------      --------    --------
Total Contribution
 Margin                    $42,909       $30,354     $12,555      41%
                          ========      ========    ========    ======

(1) Connectivity segment contribution margin for the three months
    ended November 29, 2002 includes $15.0 million of royalty
    revenue from a paid-up license

(2) Enterprise Networking segment contribution margin for the
    three months ended November 29, 2002 includes a write down
    of intangibles of $3.2 million

(3) CommWorks segment contribution margin for the three months
    ended November 29, 2002 includes write downs of intangibles
    of $4.5 million

                       Additional Financial Data
                              (unaudited)

   Stock Options       Outstanding Options as of November 29, 2002
                       -------------------------------------------
     Range of                 Number             Weighted Average
  Exercise prices            of shares            exercise price
  ---------------         ---------------       ------------------
                           (in thousands)
  $  0.13 -  4.80              29,977               $     4.23
     4.81 -  5.54              20,721                     5.38
     5.55 -  6.68              22,043                     5.96
     6.71 - 11.73              20,241                     8.80
    11.76 - 21.57              13,476                    13.94
                            ---------               ----------
            Total             106,458               $     6.91

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Publication:Business Wire
Date:Dec 19, 2002
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Previous Article:Corporate Profile for Bayview Technology Group, dated Dec. 16, 2002.
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