1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2000
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Commission file number 1-12383
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Rockwell International Corporation
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(Exact name of registrant as specified in its charter)
Delaware 25-1797617
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 East Wisconsin Avenue, Suite 1400, Milwaukee, Wisconsin 53202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (414) 212-5299
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(Office of the Corporate Secretary)
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
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182,256,627 shares of registrant's Common Stock, $1.00 par value, were
outstanding on January 31, 2001.
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ROCKWELL INTERNATIONAL CORPORATION
INDEX
Page
No.
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PART I. FINANCIAL INFORMATION:
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheet--
December 31, 2000 and September 30, 2000......... 2
Condensed Consolidated Statement of Operations--
Three Months Ended December 31, 2000 and 1999.... 3
Condensed Consolidated Statement of Cash Flows--
Three Months Ended December 31, 2000 and 1999.... 4
Notes to Condensed Consolidated Financial
Statements....................................... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.... 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk................................ 10
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings................................ 11
Item 2. Changes in Securities and Use of Proceeds........ 11
Item 5. Other Information................................ 12
Item 6. Exhibits and Reports on Form 8-K................. 12
Signatures.......................................................... 13
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ROCKWELL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions)
December 31 September 30
2000 2000
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ASSETS
------
Current assets:
Cash.................................................... $ 158 $ 166
Receivables............................................. 740 744
Inventories............................................. 645 610
Deferred income taxes................................... 167 170
Other current assets.................................... 157 208
Net current assets of Rockwell Collins.................. 798 701
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Total current assets............................ 2,665 2,599
Property (net of accumulated depreciation:
December 31, 2000, $1,094; September 30, 2000, $1,062).. 1,179 1,198
Intangible assets (net of accumulated amortization:
December 31, 2000, $558; September 30, 2000, $548)...... 1,251 1,265
Other assets............................................... 141 150
Net long-term assets of Rockwell Collins................... 692 396
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TOTAL............................. $ 5,928 $ 5,608
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LIABILITIES AND SHAREOWNERS' EQUITY
-----------------------------------
Current liabilities:
Short-term debt......................................... $ 445 $ 16
Accounts payable........................................ 472 503
Compensation and benefits............................... 281 285
Income taxes payable.................................... 102 121
Other current liabilities............................... 208 288
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Total current liabilities....................... 1,508 1,213
Long-term debt............................................. 925 924
Retirement benefits........................................ 408 425
Other liabilities.......................................... 372 377
Shareowners' equity:
Common stock (shares issued: 216.4)..................... 216 216
Additional paid-in capital.............................. 969 967
Retained earnings....................................... 3,448 3,363
Accumulated other comprehensive loss.................... (153) (166)
Restricted stock compensation........................... (2) (2)
Common stock in treasury, at cost (shares held:
December 31, 2000, 34.4; September 30, 2000, 32.9).... (1,763) (1,709)
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Total shareowners' equity....................... 2,715 2,669
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TOTAL............................. $ 5,928 $ 5,608
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See Notes to Condensed Consolidated Financial Statements.
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ROCKWELL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)
Three Months Ended
December 31
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2000 1999
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Revenues:
Sales....................................................... $ 1,107 $ 1,099
Other income, net........................................... 13 7
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Total revenues............................................ 1,120 1,106
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Costs and expenses:
Cost of sales............................................... 744 717
Selling, general, and administrative........................ 256 240
Interest.................................................... 18 21
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Total costs and expenses.................................. 1,018 978
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Income from continuing operations before income taxes......... 102 128
Income tax provision.......................................... (33) (41)
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Income from continuing operations............................. 69 87
Income from discontinued operations, net of tax............... 65 70
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Net income.................................................... $ 134 $ 157
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Basic earnings per share:
Continuing operations....................................... $ 0.38 $ 0.46
Discontinued operations..................................... 0.36 0.37
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Net income.................................................. $ 0.74 $ 0.83
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Diluted earnings per share:
Continuing operations....................................... $ 0.38 $ 0.45
Discontinued operations..................................... 0.35 0.36
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Net income ................................................. $ 0.73 $ 0.81
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Cash dividends per share...................................... $ 0.255 $ 0.255
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Weighted average outstanding shares:
Basic....................................................... 182.5 190.0
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Diluted (includes effect of stock options).................. 184.7 192.9
======= =======
See Notes to Condensed Consolidated Financial Statements.
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ROCKWELL INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
Three Months Ended
December 31
------------------
2000 1999
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Continuing Operations:
Operating Activities:
Income from continuing operations.......................... $ 69 $ 87
Adjustments to arrive at cash provided by
operating activities:
Depreciation........................................... 49 46
Amortization of intangible assets...................... 18 18
Net gain on dispositions of property and businesses.... (5) -
Changes in assets and liabilities, excluding
effects of acquisitions and divestitures, and
foreign currency adjustments:
Receivables........................................ 8 22
Inventories........................................ (33) (14)
Accounts payable................................... (29) (53)
Income taxes payable............................... 45 61
Compensation and benefits.......................... (4) (86)
Other assets and liabilities....................... (92) (24)
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Cash Provided by Operating Activities............ 26 57
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Investing Activities:
Property additions......................................... (29) (38)
Acquisitions of businesses, net of cash acquired........... (6) -
Proceeds from the dispositions of property and businesses.. 8 1
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Cash Used for Investing Activities............... (27) (37)
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Financing Activities:
Increase (decrease) in debt................................ 430 (3)
Purchases of treasury stock................................ (63) (67)
Cash dividends............................................. (47) (49)
Proceeds from the exercise of stock options................ 5 5
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Cash Provided by (Used for) Financing Activities. 325 (114)
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Effect of exchange rate changes on cash.................... (4) 18
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Cash Provided by (Used for) Continuing Operations.......... 320 (76)
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Cash (Used for) Provided by Discontinued Operations........ (328) 9
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Decrease in cash........................................... (8) (67)
Cash at Beginning of Period................................ 166 356
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Cash at End of Period...................................... $ 158 $ 289
======= ======
See Notes to Condensed Consolidated Financial Statements.
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ROCKWELL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management of Rockwell International Corporation (the
Company or Rockwell), the unaudited condensed consolidated financial
statements contain all adjustments, consisting solely of adjustments of
a normal recurring nature, necessary to present fairly the financial
position, results of operations, and cash flows for the periods
presented. These statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2000. The results of operations for the three-month period ended
December 31, 2000 are not necessarily indicative of the results for the
full year.
It is the Company's practice at the end of each interim reporting period
to make an estimate of the effective tax rate expected to be applicable
for the full fiscal year. The rate determined is used in providing for
income taxes on a year-to-date basis.
In October 2000, the Company adopted Securities and Exchange Commission
Staff Accounting Bulletin 101, Revenue Recognition in Financial
Statements (SAB 101). The effect of adoption of SAB 101 was not material
to the Company's results of operations or shareowners' equity.
2. In December 2000, the Company announced its intention to spin-off its
Rockwell Collins avionics and communications business unit into a
separately traded, publicly held company. The spin-off is subject to
several conditions including receipt of a ruling by the U.S. Internal
Revenue Service that the transaction will qualify as a tax-free
distribution. The shares of the new Rockwell Collins company will be
distributed to Rockwell shareowners on the basis of one Rockwell Collins
share for each Rockwell share. The transaction is expected to be
completed by June 30, 2001.
The net assets of Rockwell Collins are summarized as follows (in
millions):
December 31 September 30
2000 2000
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Cash.......................................... $ 14 $ 24
Receivables................................... 516 506
Inventories................................... 755 656
Other current assets.......................... 156 122
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Total current assets....................... 1,441 1,308
Accounts payable.............................. 255 303
Other current liabilities..................... 388 304
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Total current liabilities.................. 643 607
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Net current assets of Rockwell Collins........ $ 798 $ 701
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Property, net................................. $ 505 $ 418
Other assets.................................. 456 211
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Total long-term assets..................... 961 629
Long-term liabilities......................... 269 233
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Net long-term assets of Rockwell Collins...... $ 692 $ 396
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ROCKWELL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In December 2000, Rockwell Collins acquired K Systems, Inc., the parent
company of Kaiser Aerospace and Electronics Corporation (KAEC). KAEC is
a leading supplier of cockpit display solutions for tactical aircraft,
optical technologies for instrumentation and communication, and
specialized aircraft products for the defense and aerospace industry.
The purchase price, net of cash acquired, was approximately $300
million, of which $273 million was paid through December 31, 2000. The
remaining payments are expected to be made during 2001.
The acquisition has been accounted for as a purchase and, accordingly,
assets acquired and liabilities assumed have been recorded at estimated
fair values based on information currently available. The results of
operations of KAEC have been included in the consolidated statement of
operations since the date of acquisition. Pro forma financial
information is not presented, as the effect of the acquisition was not
material to the Company's results of operations or financial position.
3. Inventories are summarized as follows (in millions):
December 31 September 30
2000 2000
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Finished goods................................. $ 223 $ 220
Work in process................................ 171 167
Raw materials, parts, and supplies............. 251 223
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Inventories.................................... $ 645 $ 610
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4. Short-term debt consisted of the following (in millions):
December 31 September 30
2000 2000
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Commercial paper............................... $ 430 $ -
Short-term bank borrowings..................... 14 15
Current portion of long-term debt.............. 1 1
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Short-term debt................................ $ 445 $ 16
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During the first quarter of 2001, the Company issued $430 million of
commercial paper, of which approximately $300 million was used to fund
the acquisition of the Kaiser Aerospace and Electronics business, with
the balance used for general corporate purposes. The weighted average
interest rate of the commercial paper outstanding at December 31, 2000
was 6.8 percent.
5. Comprehensive income for the three months ended December 31, 2000 was
$142 million compared to $151 million for the three months ended
December 31, 1999.
6. Various lawsuits, claims and proceedings have been or may be instituted
or asserted against the Company relating to the conduct of its business,
including those pertaining to product liability, intellectual property,
safety and health, environmental and employment matters. Rockwell has
indemnified The Boeing Company for certain government contract and
environmental matters related to operations of its former aerospace and
defense business for periods prior to its divestiture in fiscal 1997.
Although the outcome of litigation cannot be predicted with certainty
and some lawsuits, claims, or proceedings may be disposed of unfavorably
to the Company, management believes the disposition of matters which are
pending or asserted will not have a material adverse effect on the
Company's consolidated financial statements.
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ROCKWELL INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. The sales and results of operations of the Company's reportable segments
are summarized as follows (in millions):
Three Months Ended December 31,
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Segment Operating
Sales Earnings
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2000 1999 2000 1999
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Control Systems........................... $ 883 $ 872 $ 144 $ 166
Power Systems............................. 172 171 9 17
Other Businesses.......................... 52 56 2 4
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Sales and Segment Operating Earnings.... 1,107 1,099 155 187
Goodwill & Purchase Accounting Items...... (19) (20)
General Corporate - Net................... (16) (18)
Interest Expense.......................... (18) (21)
Provision for Income Taxes................ (33) (41)
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Continuing Operations................... 1,107 1,099 69 87
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Discontinued Rockwell Collins
Sales and Segment Operating Earnings.... 589 561 109 107
Goodwill & Purchase Accounting Items.... (11) (2)
Provision for Income Taxes.............. (33) (35)
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Total Discontinued Rockwell Collins....... 589 561 65 70
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Sales/Net Income.......................... $1,696 $1,660 $ 134 $ 157
====== ====== ====== ======
Identifiable assets of the Control Systems and Power Systems segments at
September 30, 2000 were $2.6 billion and $1.1 billion, respectively.
In connection with the planned spin-off of Rockwell Collins, the Company
revised its operating business segments with the former Automation
segment now being managed separately as Control Systems and Power
Systems. Other Businesses continues to be comprised of Rockwell
Electronic Commerce and Rockwell Science Center.
Effective October 1, 2000, management changed its method of evaluating
segment performance by excluding from segment operating earnings all
purchase accounting items, including depreciation and intangible asset
amortization. Management believes the exclusion of these items provides
additional insight into the operating performance of the segments.
Prior period amounts have been reclassified to conform to the current
presentation.
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ROCKWELL INTERNATIONAL CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Sales in the 2001 first quarter of $1.7 billion, including sales of the
discontinued Rockwell Collins business, were up $36 million from the 2000 first
quarter. Net income for the 2001 first quarter was $134 million, or 73 cents per
diluted share, compared to $157 million, or 81 cents per diluted share, for the
first quarter of 2000. Earnings per diluted share decreased from the prior year
primarily due to lower operating earnings at Control Systems and Power Systems
and amortization of additional goodwill and other purchase accounting items
associated with acquisitions at Rockwell Collins which were partially offset by
lower shares outstanding.
CONTINUING OPERATIONS
Sales of continuing operations were approximately $1.1 billion in the first
quarter of 2001 and 2000. Income from continuing operations in the 2001 first
quarter was $69 million, or 38 cents per diluted share, compared to $87 million,
or 45 cents per diluted share, for the first quarter of 2000.
Control Systems
Control Systems' sales in the 2001 first quarter of $883 million were $11
million higher than the 2000 first quarter with unit volume shipments up at
double digit rates in Europe, Asia Pacific and Latin America more than
offsetting the effect of softer markets in North America. The stronger dollar
throughout most of the first quarter of 2001, particularly against the euro,
reduced sales by $35 million relative to the same period a year ago. Excluding
translation, which reduced the dollar value of sales by three percent, and
excluding the positive effect of acquisitions, which increased sales by one
percent, Control Systems' revenues were up by more than three percent over the
same period last year.
Operating earnings of $144 million were $22 million lower than in the 2000 first
quarter due to product mix in North America and about $10 million resulting from
currency exchange rate fluctuations. Control Systems' return on sales for the
2001 first quarter was 16.3 percent compared to 19.0 percent in the 2000 first
quarter.
Power Systems
Power Systems' sales in the 2001 first quarter of $172 million were up from the
2000 first quarter sales of $171 million with a nine percent sales increase at
the motors business offsetting lower volume in the mechanical business.
Operating earnings in the 2001 first quarter of $9 million were down from $17
million in the same period a year ago primarily due to product mix and higher
investments in process improvement and cost reduction programs. Power Systems'
return on sales was 5.2 percent in the 2001 first quarter compared to 9.9
percent in the 2000 first quarter.
Other Businesses
Sales at Rockwell Electronic Commerce and Rockwell Science Center of $52 million
in the 2001 first quarter were down $4 million from the 2000 first quarter with
increasing business activity at Rockwell Science Center partially offsetting
lower volume at Rockwell Electronic Commerce. Operating earnings declined in the
2001 first quarter compared to the 2000 first quarter due to lower volume at
Rockwell Electronic Commerce.
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ROCKWELL INTERNATIONAL CORPORATION
DISCONTINUED OPERATIONS
Rockwell Collins' sales in the 2001 first quarter of $589 million were up $28
million from the 2000 first quarter. The Kaiser Aerospace and Electronics and
Sony Trans Com acquisitions each contributed approximately $30 million of sales
in the 2001 first quarter. Higher sales at business and regional systems and
commercial air transport partially offset lower sales at the passenger systems
and government systems businesses. Operating earnings in the 2001 first quarter
of $109 million were up from last year despite higher investments in new product
development. Rockwell Collins' return on sales was 18.5 percent in the 2001
first quarter compared to 19.1 percent in the 2000 first quarter.
Income from discontinued operations, net of tax in the 2001 first quarter was
$65 million, or 35 cents per diluted share, compared to $70 million, or 36 cents
per diluted share, for the first quarter of 2000. This decrease was primarily
due to amortization of additional goodwill and other purchase accounting items
associated with acquisitions.
OUTLOOK FOR COMBINED BUSINESSES
Management of the Company continues to forecast a generally weak economic
environment for the Control Systems and Power Systems businesses for the next
six months. As a result, the Company will continue to take the necessary
actions, including working capital management and tight control of discretionary
expenses, to allow the Company to meet, or exceed, its earnings forecast.
Assuming the current level of business activity continues throughout the rest of
the year and excluding expenses associated with the Rockwell Collins spin-off,
full year earnings for the combined businesses are expected to be about $3.25
per diluted share.
FINANCIAL CONDITION
CONTINUING OPERATIONS
The major uses of cash for the first three months of 2001 were for cash
dividends paid to shareowners of $47 million, property additions of $29 million
and repurchases of common stock. The Company spent $63 million in the first
three months of 2001 in connection with its stock repurchase program. At
December 31, 2000, the Company had approximately $104 million remaining on its
current $250 million stock repurchase program.
During the 2001 first quarter, the Company issued $430 million of commercial
paper, the majority of which was used to fund the acquisition of the Kaiser
Aerospace and Electronics business with the balance used for general corporate
purposes.
Future significant uses of cash, which are expected to be funded by cash
generated by operating activities and commercial paper borrowings, are expected
to include property additions and dividends to shareowners and may include
acquisitions.
DISCONTINUED OPERATIONS
Cash used for discontinued operations in the 2001 first quarter was $328
million, including $273 million for the acquisition of the Kaiser Aerospace and
Electronics business and $18 million for property additions.
ENVIRONMENTAL
Information with respect to the effect on the Company and its manufacturing
operations of compliance with environmental protection requirements and
resolution of environmental claims is contained on pages 37 and 38 in Note 16 of
the Notes to Consolidated Financial Statements in Item 8, Consolidated Financial
Statements and Supplementary Data, of the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2000. Management believes that at
December 31, 2000, there has been no material change to this information.
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ROCKWELL INTERNATIONAL CORPORATION
CAUTIONARY STATEMENT
This Quarterly Report contains statements (including certain projections and
business trends) accompanied by such phrases as "believes", "expected",
"anticipate", and other similar expressions, that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties, including but not limited to economic and political
changes in international markets where the Company competes, such as currency
exchange rates, inflation rates, recession, foreign ownership restrictions and
other external factors over which the Company has no control; domestic and
foreign government spending, budgetary and trade policies; demand for and market
acceptance of new and existing products; successful development of advanced
technologies; competitive product and pricing pressures; and the uncertainties
of litigation, as well as other risks and uncertainties, including but not
limited to those detailed from time to time in the Company's Securities and
Exchange Commission filings. These forward-looking statements are made only as
of the date hereof, and the Company undertakes no obligation to update or revise
the forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Information with respect to the Company's exposure to interest rate
risk and foreign currency risk is contained in pages 16 and 17 in Item
7, Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000. Management believes that at
December 31, 2000, there has been no material change to this
information.
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ROCKWELL INTERNATIONAL CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On June 24, 1996, judgment was entered against the Company in a civil
action in the Circuit Court of Logan County, Kentucky on a jury verdict
awarding $8 million in compensatory and $210 million in punitive
damages for property damage. The action had been brought August 12,
1993 by owners of flood plain real property near Russellville, Kentucky
allegedly damaged by polychlorinated biphenyls (PCBs) discharged from a
plant owned and operated by the Company's Measurement & Flow Control
Division prior to its divestiture in March 1989. On January 14, 2000,
the Kentucky Court of Appeals reversed the lower court's judgment and
directed entry of judgment in the Company's favor on all claims as a
matter of law. On November 16, 2000 the Kentucky Supreme Court granted
plaintiffs' motion for discretionary review of the Appellate Court
ruling.
On December 27, 1995, one shareowner, purporting to act derivatively on
behalf of the Company, commenced an action in the Superior Court of the
State of California for the County of Orange against 13 of the
Company's directors, and the Company as a nominal defendant, alleging
principally breaches of fiduciary duties in failing properly to manage
the business of the Company in a manner to prevent certain violations
of applicable federal and state laws, including environmental laws, by
certain named and unnamed employees or agents of the Company. The
action seeks declaratory judgment, damages suffered by the Company as a
result of the alleged conduct, plaintiffs' costs and expenses and other
proper relief. On February 27, 1996, a similar suit, making similar
allegations and seeking similar relief, was filed against the Company
and the same directors, plus Don H. Davis, Jr., by two other
shareowners in the Superior Court of the State of California for the
County of Los Angeles. In August 1996, the Los Angeles County action
was dismissed voluntarily by the plaintiffs, and a First Amended
Consolidated Complaint was filed in the Orange County action, adding
the plaintiffs from the dismissed Los Angeles County suit as party
plaintiffs to the Orange County suit. On February 4, 1997, plaintiffs
voluntarily dismissed the action with respect to two of the
director-defendants, Judith L. Estrin and William H. Gray, III. Trial
for the consolidated action was held in Orange County in November and
December 2000, and on January 18, 2001 the court issued a Minute Order
finding that the director-defendants did not breach their duties to the
Company's shareowners and directing entry of judgment in favor of the
director-defendants.
Item 2. Changes in Securities and Use of Proceeds
(c) On October 2, 2000, the Company paid a portion of the annual
retainer fees for fiscal 2001 for non-employee directors by
issuing 1,211 shares of restricted stock to Betty C. Alewine (of
which 309 shares were issued as retainer fees for the period from
April 8, 2000 to September 30, 2000), 301 shares of restricted
stock to Donald R. Beall, and 902 shares to each of the following
directors: George L. Argyros, William H. Gray, III, William T.
McCormick, Jr., John D. Nichols, Bruce M. Rockwell, Robert B.
Shapiro and Joseph F. Toot, Jr. On November 1, 2000, the Company
paid a portion of the annual retainer fees for a non-employee
director by issuing 622 shares of restricted stock to J. Michael
Cook. The issuance of all these shares was exempt from the
registration requirements of the Securities Act of 1933 pursuant
to Section 4(2) thereof.
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ROCKWELL INTERNATIONAL CORPORATION
Item 5. Other Information
Government Contracts
For information on the Company's United States government contracting
business, certain risks of that business and claims related thereto,
see the information set forth under the caption Government Contracts in
Item 1, Business, on page 2 of the Company's Annual Report on Form 10-K
for the year ended September 30, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges
for the Three Months Ended December 31, 2000
(b) Reports on Form 8-K during the quarter ended December 31, 2000:
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
Date: February 7, 2001 By W. E. Sanders
-------------------- --------------------------------
W. E. Sanders
Vice President & Controller
(Principal Accounting Officer)
Date: February 7, 2001 By W. J. Calise, Jr.
-------------------- --------------------------------
W. J. Calise, Jr.
Senior Vice President,
General Counsel and Secretary
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