. March 31, 1996 1995 (dollars in thousands, except share data) Current assets: Cash and cash equivalents $131,601 $ 43,813 Accounts receivable, net 139,545 118,709 Inventories 243,155 200,469 Deferred income taxes 30,853 20,475 Other receivables-affiliate 2,429 2,354 Prepaid and other 13,562 11,174 	Total current assets 561,145 396,994 Property and equipment: Land 9,370 9,141 Buildings and improvements 109,574 107,436 Machinery and equipment 506,004 441,193 Construction in progress 46,030 26,737 							670,978 584,507 Accumulated depreciation (404,432) (352,524) 							266,546 231,983 Goodwill, net 36,067 38,595 Other assets 3,758 3,125 	TOTAL ASSETS $867,516 $670,697 Current liabilities: Short-term debt banks $ 19,398 $ 12,967 Current maturities of long-term debt 1,398 3,082 Accounts payable: Trade 31,755 32,174 Affiliates 33,040 33,262 Income taxes payable 35,546 16,050 Accrued payroll and benefits 40,481 38,495 Other payables-affiliates 403 Accrued expenses 41,597 35,562 	Total current liabilities 203,215 171,995 Long-term debt 8,507 9,544 Deferred income taxes 22,818 28,242 Other liabilities 8,976 4,650 	TOTAL LIABILITIES 243,516 214,431 Commitments and Contingencies (Notes 8 and 11) Stockholders' Equity: Preferred stock, par value $.01 per share: Authorized, 20,000,000 shares; None issued or outstanding Common stock, par value $.01 per share: 880 858 Authorized, 300,000,000 shares; issued and outstanding, 88,000,000 shares (85,800,000 in 1995) Additional paid-in capital 319,909 267,043 Retained earnings 306,923 188,631 Foreign currency translation adjustment (3,712) (266) 	TOTAL STOCKHOLDERS' EQUITY 624,000 456,266 	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $867,516 $670,697 	 See accompanying notes to consolidated financial statements. . -16- . 		 AVX CORPORATION AND SUBSIDIARIES . 		 CONSOLIDATED STATEMENTS OF INCOME Years Ended March 31, 1996 1995 1994 (dollars in thousands,except share data) Net sales $1,207,761 $988,893 $795,515 Cost of sales 886,494 777,687 639,058 Gross Profit 321,267 211,206 156,457 Selling, general and administrative expenses 116,586 101,013 100,875 Profit from operations 204,681 110,193 55,582 Other income (expense): Interest income 5,096 2,018 749 Interest expense (2,352) (2,229) (2,792) Other, net 1,655 1,218 1,439 Income before income taxes and cumulative effect of accounting change for income taxes 209,080 111,200 54,978 Provision for income taxes 71,344 36,329 19,817 Income before cumulative effect of accounting change for income taxes 137,736 74,871 35,161 Cumulative effect of accounting change for income taxes 5,000 Net income $ 137,736 $ 74,871 $ 40,161 Income per share: Before cumulative effect of accounting change for income taxes $ 1.58 $ .87 $ .41 Cumulative effect of accounting change for income taxes .06 Net income $ 1.58 $ .87 $ .47 Weighted average shares outstanding 87,175,000 85,800,000 85,800,000 See accompanying notes to consolidated financial statements. . -17- . AVX CORPORATION AND SUBSIDIARIES 	 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY . Common Stock Foreign Additional Currency Number Paid-In Retained Translation ofShares Amount Capital Earnings Adjustment Total (dollars in thousands) Balance, March 31, 1993 85,800,000 $858 $267,043 $114,273 $(3,672) $378,502 Net income 40,161 40,161 Dividends (14,424) (14,424) Current year's adjustment (3,405) (3,405) Balance, March 31, 1994 85,800,000 858 267,043 140,010 (7,077) 400,834 Net income 74,871 74,871 Dividends (26,250) (26,250) Current year's adjustment 6,811 6,811 Balance, March 31, 1995 85,800,000 858 267,043 188,631 (266) 456,266 Issuance of common stock 2,200,000 22 52,866 52,888 Net income 137,736 137,736 Dividends (19,444) (19,444) Current year's adjustment (3,446) (3,446) Balance, March 31, 1996 88,000,000 $880 $319,909 $306,923 $(3,712) $624,000 See accompanying notes to consolidated financial statements. . -18- . AVX CORPORATION AND SUBSIDIARIES . 		 CONSOLIDATED STATEMENTS OF CASH FLOWS 	 . Years Ended March 31, 1996 1995 1994 (dollars in thousands) Operating Activities: Net income $137,736 $ 74,871 $ 40,161 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 69,910 60,608 55,195 Deferred income taxes (15,680) (6,023) (4,018) Changes in operating assets and liabilities: 	Accounts receivable (26,564) (13,579) (27,673) 	Inventories (44,862) (36,957) (15,605) 	Accounts payable and 	accrued expenses 12,416 28,471 6,812 	Income taxes payable 20,351 13,425 2,331 	Other assets and liabilities 2,380 5,342 2,976 Net cash from operating activities 155,687 126,158 60,179 Investing Activities: Purchases of property and equipment (110,487) (77,308) (61,098) Proceeds from sale of operations to affiliate 3,973 Other (79) 680 39 Net cash used in investing activities (106,593) (76,628) (61,059) Financing Activities: Repayment of debt (3,308) (10,736) (2,110) Dividends paid (19,444) (26,250) (14,424) Proceeds from issuance of debt 8,696 4,167 2,921 Proceeds from issuance of common stock 52,888 Net cash from (used in) financing activities 38,832 (32,819) (13,613) Effect of exchange rate changes on cash (138) 244 (33) Increase (decrease) in cash and cash equivalents 87,788 16,955 (14,526) Cash and cash equivalents at beginning of year 43,813 26,858 41,384 Cash and cash equivalents at end of year $131,601 $ 43,813 $ 26,858 See accompanying notes to consolidated financial statements. . -19- . AVX CORPORATION AND SUBSIDIARIES . 		 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . 		 (dollars in thousands, except share data) 1. Summary of Significant Accounting Policies: General: AVX Corporation is a leading worldwide manufacturer and supplier of a broad line of passive electronic components and related products. Components sold by the Company are used in virtually all types of electronic products for industries such as telecommunication, components, automotive, medical and consumer electronics. The consolidated financial statements of AVX Corporation and subsidiaries (the "Company" or "AVX") include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated. Public Offering: From January 1990 through August 15, 1995, the Company was wholly-owned by Kyocera Corporation ("Kyocera"). On August 15, 1995, Kyocera sold 22.9%, or 19,650,000 of the Company's common shares, and the Company sold an additional 2,200,000 common shares, in a public offering. As a result, Kyocera currently owns 75.2% of the Company's common shares. Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Inventories: Inventories are valued at the lower of cost (first-in, first-out method) or market. Inventory costs include material, labor and manufacturing overhead. Property and Equipment: Property and equipment are recorded at cost. Machinery and equipment is depreciated on the double declining-balance method for assets placed in service after April 1, 1991, and the straight-line method for assets placed in service before that date. Buildings are depreciated on the straight-line method. The estimated useful lives used for computing depreciation are as follows: buildings and improvements--10 to 31.5 years, and machinery and equipment--3 to 10 years. Depreciation expense was $67,508, $58,476 and $53,153 for the years ended March 31, 1996, 1995, and 1994, respectively. The cost of maintenance and repairs is charged to expense as incurred. Upon disposal or retirement, the cost and accumulated depreciation of assets are eliminated from the respective accounts. Any gain or loss is reflected in income. Grants received from governments by certain foreign subsidiaries principally relate to incentives for the acquisition of property and equipment. Such grants are recorded as reductions to the related assets and reduce future depreciation expenses. Goodwill: Assets and liabilities related to business combinations accounted for as purchase transactions were recorded at their respective fair values on the dates of acquisition. Any excess of purchase price over such fair value ("Goodwill") is amortized on a straight-line basis over periods ranging from 20 to 40 years. The accumulated amortization as of March 31, 1996 and 1995 was $14,409 and $12,328, respectively. The carrying value of Goodwill is evaluated quarterly in relation to the operating performance and estimated future undiscounted cash flows of the related operating unit. Adjustments are made if the sum of expected future net cash flows is less than carrying value. . -20- Income Taxes: The Company does not provide for U.S. taxes on the undistributed earnings of foreign subsidiaries which are considered to be reinvested indefinitely. As of March 31, 1996, the amount of U.S. taxes on such undistributed earnings would have been approximately $18,600. Effective April 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires the use of the liability method for accounting for deferred income taxes. The effect of adoption was to decrease deferred tax liabilities as of that date by $5,000 and is reflected in net income for the year ended March 31, 1994, as the cumulative effect of accounting change for income taxes. Foreign Currency Activity: Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Operating accounts are translated at an average rate of exchange for the respective accounting periods. Translation adjustments result from the process of translating foreign currency financial statements into U.S. dollars and are reported separately as a component of stockholders' equity. The Company enters into foreign currency exchange contracts and options to manage exposure to currency rate fluctuations on anticipated sales, purchases and intercompany transactions. These exchange agreements generally qualify for accounting as designated hedges. The realized and unrealized gains and losses on these contracts are deferred and included as a component of the related transaction. Any contracts that do not qualify as hedges for accounting purposes are marked to market with the resulting gains and losses recognized in other income or expense. Revenue Recognition: Sales are recorded upon shipment of related goods to customers. Certain sales to distributors are under terms which allow for the affected distributors to receive price protection from the Company for actual sales at prices below anticipated sales prices. A portion of sales is made to distributors under agreements allowing limited rights of return. The Company provides an allowance for distributor adjustments based on historical experience. Use of Estimates: Use of estimates and assumptions as determined by management is required in the preparation of consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates and assumptions. Research and Development: Research and development expenditures are expensed when incurred. Such expenses totaled approximately $18,100, $14,900, and $12,700 for the years ended March 31, 1996, 1995, and 1994, respectively. New Accounting Standards: The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", which is effective for transactions entered into in fiscal years that begin after December 15, 1995. The Statement allows all companies to either record in the statement of income, the fair value of stock options, as defined in the Statement, as compensation expense or provide only pro forma disclosures of the fair value based method of accounting. The Company has not determined which accounting method it will adopt. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which is effective for fiscal years beginning after December 15, 1995. Management believes that the effect of adoption will not materially affect the Company's financial condition or results of operations. . -21- 2. Accounts Receivable: Accounts receivable at March 31 consisted of: . 						 1996 1995 Trade $159,798 $135,839 Less, allowance for doubtful accounts, sales returns, distributor adjustments and discounts (20,253) (17,130) . 						 $139,545 $118,709 Charges to expense related to such allowances were approximately $53,117, $42,055 and $28,361, and applications to such allowances were approximately $50,078, $37,915 and $27,415 for the years ended March 31, 1996, 1995 and 1994, respectively. 3. Inventories: Inventories at March 31 consisted of: 1996 1995 Finished goods $75,235 $68,487 Work in process 77,256 76,555 Raw materials and supplies 90,664 55,427 . 						 $243,155 $200,46 4. Debt: Long-term debt at March 31 consisted of: . 						 1996 1995 Deutschmark loans at 5.70% to 6.25% due through 1999 $ 6,182 $ 8,237 Pounds Sterling loan at 9.87% due through 2002 2,676 3,069 Other 1,047 1,320 . 						 9,905 12,626 Less--current maturities (1,398) (3,082) . 						 $ 8,507 $ 9,544 The aggregate annual maturities of long-term debt are as follows: 	1997 $ 1,398 	1998 2,096 	1999 4,158 	2000 805 	2001 674 	Thereafter 774 . 			 $9,905 Short-term bank debt consists primarily of borrowings incurred by the Company's European subsidiaries under two DM 10.0 million working capital bank facilities and a DM 2.5 million short-term bank facility bearing interest at market rates (between 4.37% and 5.05% at March 31, 1996) which extend through July 1996, and a DM 7.5 million short-term bank facility bearing interest tied to Libor (4.05% at March 31, 1996) which extends through May 1996. . -22- Interest paid totaled $2,452, $1,881 and $2,691 during the years ended March 31, 1996, 1995, and 1994, respectively. 5. Income Taxes: For financial reporting purposes, income before income taxes and cumulative effect of accounting change for income taxes includes the following components: . . 					 Years Ended March 31, . 				 1996 1995 1994 Domestic $114,011 $ 57,197 $34,688 Foreign 95,069 54,003 20,290 . 				 $209,080 $111,200 $54,978 The provision (benefit) for income taxes consisted of: . 					 Years Ended March 31, . 			 1996 1995 1994 Current: Federal/State $55,480 $ 29,754 $15,615 Foreign 31,544 12,598 3,138 . 				 87,024 42,352 18,753 Deferred: Federal/State (15,680) (10,006) 1,319 Foreign 3,983 (255) . 				 (15,680) (6,023) 1,064 . 				 $71,344 $ 36,329 $19,817 Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: . 						 March 31, . 					1996 1995 Current: Assets Liabilities Assets Liabilities Sales and receivable reserves $6,625 $ -- $ 4,651 $ -- Inventory reserves 8,073 -- 3,972 -- Accrued expenses 16,155 -- 11,852 -- . 			$30,853 $ -- $20,475 $ -- . 						 March 31, . 				 1996 1995 Non-Current: Assets Liabilities Assets Liabilities Property and equipment depreciation $ 797 $12,879 $ 797 $22,863 Accrued expenses 709 1,252 1,076 Other 14,591 8,451 Foreign income tax loss carryforwards 8,792 10,890 . 				 10,298 28,722 12,763 31,314 Valuation allowance (4,394) (9,691) . 				$ 5,904 $28,722 $ 3,072 $31,314 . -23- 	A reconciliation between the U.S. Federal statutory income tax rate and the Company's effective rate for income tax is as follows: 	 . 							Years Ended March 31, . 							1996 1995 1994 U.S. Federal statutory rate 35.0% 35.0% 35.0% Increase (decrease) in tax rate resulting from: State income taxes, net of federal tax benefit .9 1.8 4.9 Taxes at different tax rates on foreign earnings (1.5) (2.8) (2.6) Change in valuation allowance (2.5) 1.9 (.7) Other, net 2.2 (3.2) (.6) Effective tax rate 34.1% 32.7% 36.0% At March 31, 1996, certain of the Company's foreign subsidiaries in Europe had tax net operating loss carryforwards totaling approximately $19,951, most with no expiration date. A portion of the loss carryforwards are in jurisdictions where the Company has ceased or sharply curtailed its operations, thereby limiting its ability to generate future taxable income and utilize such loss carryforwards. Accordingly, the Company's valuation allowances relate to deferred tax assets which are the result of the loss carryforwards in these jurisdictions. The valuation allowance decreased $5,297 and increased $2,241 during the years ended March 31, 1996 and 1995, respectively. Income taxes paid totaled $66,500, $29,329 and $17,106 during the years ended March 31, 1996, 1995 and 1994, respectively. 6. Employee Retirement Plans: Pension Plans The Company sponsors non-contributory, defined benefit pension plans covering certain employees. Pension benefits provided to U.S. employees covered under collective bargaining agreements are based on a flat benefit formula. Effective December 31, 1995, the Company froze benefit accruals under its domestic non-contributory defined benefit pension plan for a significant portion of the employees covered under collective bargaining agreements. This change resulted in the Company recognizing a curtailment gain of $500 for the year ended March 31, 1996. The Company's pension plans for European salaried employees and certain hourly employees provide for benefits based on a percentage of final pay. The Company's funding policy is to contribute the statutory required amount to appropriate trust or government funds. . -24- 	The following table sets forth the plans' funded status and amounts recognized in the Company's balance sheet at March 31: . 				 Assets Exceed Accumulated . 					Accumulated Benefits 					 Benefits Exceed Assets . 				 1996 1995 1996 1995 Actuarial present value of benefit obligations: Vested benefits $(30,295) $(27,573) $(23,840) $(19,300) Non-vested benefits (104) (1,340) (507) (363) Accumulated benefit obligation (30,399) (28,913) (24,347) (19,663) Effect of projected future salary increases (8,069) (5,685) (917) (2,164) Projected benefit obligation (38,468) (34,598) (25,264) (21,827) Plan assets at fair value, primarily stocks and bonds 45,830 38,488 15,003 12,420 Projected benefit obligation (in excess of) less than plan assets 7,362 3,890 (10,261) (9,407) Unrecognized net (gain) loss (3,765) (221) 967 919 Prior service cost not yet recognized (209) (238) 92 562 Unrecognized net transition obligation (14) (8) 131 40 (Accrued) prepaid pension cost recognized in the balance sheets $ 3,374 $ 3,423 $ (9,071) $ (7,886) The Company's assumptions used in determining the pension assets (liabilities) shown above were as follows: . 						 Years Ended March 31, . 						 1996 1995 Assumptions: Discount rates 7.0% 7.0 - 8.0% Increase in compensation 3.0- 4.0% 3.0 - 5.5% Expected long-term rate of return on plan assets 7.0 - 9.0% 7.0 - 9.0% 	Net pension costs related to these pension plans, exclusive of the curtailment gain referred to above, include the following components: . 	Years Ended March 31, . 1996 1995 1994 Service cost $ 2,030 $ 2,253 $ 1,913 Interest cost 4,412 3,988 3,428 Actual loss (return) on plan assets (10,423) 1,683 (7,585) Net amortization (deferral) 6,400 (5,707) 4,144 Net periodic pension cost $ 2,419 $ 2,217 $ 1,900 Savings Plans: The Company maintains retirement savings plans which allow substantially all U.S. employees to defer part of their annual compensation. Certain contributions by the Company are discretionary and are determined by the Company's Board of Directors each year. The Company's contributions to the savings plans for the years ended March 31, 1996, 1995, and 1994, were approximately $5,300, $5,000, and $4,700, respectively. . -25- The Company established, in August 1994, a nonqualified deferred compensation program which permits key employees to annually elect to defer a portion of their compensation until retirement. A portion of the deferral is subject to a matching contribution by the Company. The employees select among various investment alternatives, with the investments held in a separate trust. The value of the participant's balance fluctuates based on the performance of the investments. At March 31, 1996, the market value of the trust ($772) is included as an asset and a liability of the Company in the accompanying balance sheets because the trust assets are available to AVX's general creditors in the event of the Company's insolvency. 7. Stock Option Plans: The Company has two fixed option plans. Under the 1995 Stock Option Plan, the Company may grant options to employees for the purchase of up to an aggregate of 1,550,000 shares of common stock. Under the Non-Employee Directors Stock Option Plan, the Company may grant options for the purchase of up to an aggregate of 100,000 shares of common stock. Under both plans, the exercise price of each option equals the market price of the Company's stock on the date of grant and an option's maximum term is 10 years. All options granted under the 1995 Stock Option Plan and the Non-Employee Directors Stock Option Plan vest as to 25% annually commencing on the first anniversary of the date of grant. A Summary of the status of the stock option plans is as follows: . Year Ended March 31, 1996 . Weighted-Average . 					 Shares Exercise Price Outstanding, beginning of year 0 Granted 1,143,000 $25.50 Exercised 0 Forfeited (17,000) 25.50 Outstanding, end of year 1,126,000 $25.50 Options, exercisable at year-end 0 8. Commitments and Financial Instruments: Commitments: At March 31, 1996 and 1995, the Company had contractual obligations for the acquisition or construction of plant and equipment aggregating approximately $42,600 and $12,550, respectively. The Company is a lessee under long-term operating leases primarily for office space, plant and equipment. Future minimum lease commitments under non-cancelable operating leases as of March 31, 1996, were as follows: Years Ending March 31, 	1997 $ 3,916 	1998 3,158 	1999 2,344 	2000 2,372 	2001 2,260 	Thereafter 4,839 			 $18,889 Rental expense for operating leases was $4,682, $3,996, and $3,370 for the years ended March 31, 1996, 1995, and 1994, respectively. . -26- Financial Instruments: At March 31, 1996, $30,700 of the Company's intercompany borrowings were denominated in foreign currencies. To reduce the exposure to foreign currency fluctuations, the Company entered into foreign currency contracts which fix the principal balance of one intercompany loan at $26,000. Another contract for 7.5 million deutschmarks fixes the principal balance of another intercompany loan at $4,300. In addition to the U.S. dollar, the Company conducts business in most European currencies and the Japanese yen. The Company's foreign currency contracts related to anticipated sales and purchases generally have maturities that do not exceed six months. The Company enters into forward delivery contracts with certain suppliers for certain precious metals used in its production processes. The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents with high credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limit. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities comprising the Company's customer base and their dispersion across many different industries and countries. As of March 31, 1996, the Company believes that its credit risk exposure is not significant. The following disclosure of the estimated fair value of financial instruments has been determined by the Company, using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities including cash and cash equivalents, receivables and accounts payable approximate carrying value due to the short-term maturity of the instruments. The fair value of short-term and long-term debt approximate carrying value based on their effective interest rates compared to current market rates. March 31, 1996 March 31, 1995 			 Contract Carrying Unrealized Contract Carrying Unrealized 			 Amount Amount Gain (Loss) Amount Amount Gain (Loss) Off-Balance Sheet Financial Instruments: Foreign currency contracts $108,055 $ -- $1,243 $90,916 $ -- $(465) Metal delivery contracts 23,440 -- 616 11,020 -- 685 9. Transactions With Affiliate: The Company's primary businesses include the design, manufacture and sale of ceramic and tantalum capacitors and electronic connectors and the sale and distribution of electronic products manufactured by Kyocera. . -27- The Company entered into transactions with Kyocera as follows: Years Ended March 31, 1996 1995 1994 Sales: Product and equipment sales to affiliates $ 9,240 $ 4,460 $ 3,250 Subcontracting activities 2,365 2,100 1,800 Commissions received 252 95 275 Service fee income 120 400 400 Purchases: Purchases of resale inventories, raw materials supplies, equipment and services 234,612 214,950 169,100 Commissions paid 171 360 400 Rent paid 909 865 800 Cost Reimbursements: Subcontracting expenses 10,400 5,700 Advertising and promotional expenditures 230 230 Research and development 442 480 440 Rent received 1,200 Other: Dividends 17,491 26,250 14,424 Sale of assembly operation in Indonesia 3,973 	Effective April 1, 1995, the Company sold to Kyocera an assembly operation in Indonesia for $3,973, the equivalent of the Company's net carrying value of such operation. Consistent with Kyocera's arrangements with its other worldwide direct reporting subsidiaries, the Company paid cash dividends equal to approximately 35% of estimated net income during the two years ended March 31, 1995 and the quarter ended June 30, 1995. Thereafter, quarterly cash dividends have been paid as approved by the Board of Directors on a per common share basis. . -28- 10. Segment and Geographic Information: AVX's manufacture and sale of electronic components is considered one business segment. Information about the Company's operations in different geographic areas is as follows: 			 United Year Ended March 31, States Europe Asia Other Elimination Total 1996: Net sales to customers $562,994 $301,509 $341,760 $ 1,498 $ - $1,207,761 Net sales between geographic areas 89,560 104,425 610 66,380 (260,975) Total net sales 652,554 405,934 342,370 67,878 (260,975) $1,207,761 Profit from operations 98,526 52,575 43,724 9,856 $204,681 Interest income, net 2,744 Other, net 1,655 Income before income taxes and cumulative effect of accounting change for income taxes $209,080 Identifiable assets 483,186 261,154 77,231 45,945 $867,516 1995: Net sales to customers $466,696 $230,153 $290,333 $ 1,711 $ - $988,893 Net sales between geographic areas 73,751 84,458 487 59,155 (217,851) Total net sales 540,447 314,611 290,820 60,866 (217,851) $988,893 Profit from operations 53,278 21,789 26,195 8,931 $ 110,193 Interest expense, net (211) Other, net 1,218 Income before income taxes and cumulative effect of accounting change for income taxes $111,200 Identifiable assets 338,321 213,983 79,048 39,345 $670,697 1994: Net sales to customers $392,925 $166,078 $235,642 $ 870 $ - $795,515 Net sales between geographic areas 56,541 57,089 208 56,556 (170,394) Total net sales 449,466 223,167 235,850 57,426 (170,394) $795,515 Profit from operations 47,616 (8,540) 12,630 3,876 $ 55,582 Interest expense, net (2,043) Other, net 1,439 Income before income taxes and cumulative effect of accounting change for income taxes $ 54,978 Identifiable assets 279,349 188,257 70,189 36,171 $573,966 The other category consists of Mexico, El Salvador and Israel operations. Sales between geographic areas are priced based on a percentage over cost which allows the selling organization to earn a reasonable profit. Operating profit is total revenue less operating expenses and allocated general corporate expenses. In computing income and operating profit, interest expenses, interest income, miscellaneous other non-operating income and expenses and income taxes were not deducted. 11. Environmental Matters and Contingencies: The Company has been named as a potentially responsible party in state and federal administrative proceedings seeking contribution for costs associated with the correction and remediation of environmental conditions at various hazardous waste disposal sites. The Company continues to monitor these actions and proceedings and to vigorously defend its interests. The Company's ultimate liability in connection with environmental claims will depend on many factors, including its volumetric share of waste, the total cost of remediation and the financial viability of other companies that also sent waste to a given site. Once it becomes probable that the Company will incur costs in connection with remediation of a site and such costs can be reasonably estimated, the Company establishes or adjusts its reserves for its projected share of these costs. These reserves do not reflect any possible future insurance recoveries, which are not expected to be significant, but do reflect a reasonable estimate of cost sharing at multiple party sites. Based upon information known to the Company concerning the size of these sites, their years of operations and the number of past users, management believes that it has adequate reserves with respect to these matters. Such reserves for remediation totaled $8,500 and $6,500 at March 31, 1996 and 1995, respectively. Actual costs may vary from these estimated reserves, but such costs are not expected to have a material adverse effect on the Company's financial condition or results of operations. 	AVX is presently under investigation by the United States Customs Service for possible violations of the customs laws. During this investigation, AVX has identified certain inadvertent duty underpayments or over refunds of Customs duties and has tendered those monies to Customs. The Company does not believe that the ultimate resolution of these customs matters will materially affect AVX's financial condition or results of operations. . -29- 12. Summary of Quarterly Financial Information (Unaudited): Quarterly financial information for the years ended March 31, 1996 and 1995 is as follows: 		 First Quarter Second Quarter 		 1996 1995 1996 1995 Net sales $304,556 $233,995 $307,637 $249,299 Gross profit 78,115 49,650 82,289 51,787 Net income 30,408 18,185 36,435 18,071 Per share .35 .21 .42 .21 		 Third Quarter Fourth Quarter 		 1996 1995 1996 1995 Net sales $302,716 $241,998 $292,852 $263,601 Gross profit 79,828 52,721 81,035 57,048 Net income 34,198 18,522 36,695 20,093 Per share .39 .22 .42 .23 		 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of AVX Corporation 	We have audited the accompanying consolidated balance sheets of AVX Corporation and Subsidiaries as of March 31, 1996 and 1995, and the related consolidated statements of income, cash flows and stockholders' equity for each of the three years in the period ended March 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. 	We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 	In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AVX Corporation and Subsidiaries as of March 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 1996, in conformity with generally accepted accounting principles. 	As discussed in Note 1 to the financial statements, the Company changed its method of accounting for income taxes during the year ended March 31, 1994. 				 COOPERS & LYBRAND L.L.P. Atlanta, Georgia May 8, 1996 . -30-