SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-00052 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN (Full title of the plan) SUNBEAM CORPORATION 2381 Executive Center Drive Boca Raton, FL 33431 (Name and address of issuer) ANNUAL REPORT Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 The following Financial Statements and Exhibits are provided herewith as the Annual Report filed pursuant to Section 15 (d) of the Securities Exchange Act of 1934 by the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan: FINANCIAL STATEMENTS AND SCHEDULES PAGE Independent Auditors' Reports.................................... F-1 Report of Independent Certified Public Accountants............... F-2 Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998................................. F-3 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1999, 1998 and 1997.... F-4 Notes to Financial Statements.................................... F-5 Schedule II - Allocation of Net Assets Available for Benefits to Investment Programs as of December 31, 1999 and 1998............................... F-12 Schedule III - Allocation of Changes in Net Assets Available for Benefits to Investment Programs for the Years Ended December 31, 1999, 1998 and 1997........ F-13 SIGNATURES EXHIBITS Consent of Deloitte & Touche LLP.......................... Exhibit 23.1 Consent of Arthur Andersen LLP........................... Exhibit 23.2 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. Our audit also included the financial statement schedules as of and for the years ended December 31, 1999 and 1998, listed in the Index. These financial statements and financial statement schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules as of and for the years ended December 31, 1999 and 1998, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Certified Public Accountants Fort Lauderdale, Florida July 5, 2000 F-1 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Administrative Committee of the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan: We have audited the accompanying statement of changes in net assets available for benefits of the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan (the "Plan") for the year ended December 31, 1997. This financial statement and the supplemental schedule referred to below is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statement referred to above presents fairly, in all material respects, the changes in net assets available for benefits of the Plan for the year ended December 31, 1997 in conformity with accounting principles generally accepted in the United States. Our audit was made for the purpose of forming an opinion on the basic financial statement taken as a whole. The accompanying supplemental schedule listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statement. This information has been subjected to the auditing procedures applied in our audit of the basic financial statement and, in our opinion, is fairly stated in all material respects in relation to the basic financial statement taken as a whole. ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, June 5, 1998. F-2 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1999 1998 ------------- ------------- ASSETS: Investments, at contract value: Guaranteed interest account................................................... $ 3,024,065 $ -- Investments, at fair value: Common collective trust funds (cost $76,748,906 and $39,638,428 in 1999 and 1998, respectively)............................................. 86,211,011 44,108,999 Registered investment companies (cost $44,030,710 and $15,308,652 in 1999 and 1998, respectively)............................................. 54,393,965 18,107,814 Sunbeam Corporation common shares (cost $2,166,197 in 1998)................... -- 728,433 Sunbeam Corporation stock pool (cost $2,881,549 and $967,670 in 1999 and 1998, respectively)............................................. 2,026,462 955,097 Coleman Corporation stock pool (cost $304,527 in 1999)........................ 181,918 -- Participant loans receivable (cost $5,781,095 and $3,212,029 in 1999 and 1998, respectively)............................................. 5,781,095 3,212,029 ------------- ------------- Total investments....................................................... 151,618,516 67,112,372 Employer contributions receivable................................................ 361,969 -- Employee contributions receivable................................................ 706,784 174,812 ------------- ------------- Net assets available for benefits........................................... $ 152,687,269 $ 67,287,184 ============= ============= The accompanying notes to financial statements are an integral part of this statement. F-3 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, 1999 1998 1997 -------------- ------------ -------------- ADDITIONS: Contributions: Employer............................................... $ 3,774,090 $ 699,591 $ 1,370,341 Employee............................................... 8,241,124 2,056,721 2,812,072 Transfer from acquired Companies....................... 64,739,573 -- -- Rollovers.............................................. 1,244,215 315,128 286,753 -------------- ------------ -------------- Total............................................. 77,999,002 3,071,440 4,469,166 -------------- ------------ -------------- Investment Income: Interest and dividends................................. 3,566,825 1,556,766 3,364,050 Net appreciation in fair value of investments.......... 18,918,440 2,481,567 6,330,928 -------------- ------------ -------------- Total............................................. 22,485,265 4,038,333 9,694,978 -------------- ------------ -------------- Total additions................................... 100,484,267 7,109,773 14,164,144 -------------- ------------ -------------- DEDUCTIONS: Benefits paid to participants.......................... (14,629,105) (12,209,596) (35,031,265) Administrative expenses................................ (84,216) (58,063) (124,238) Transfers to unrelated company benefit plan............ (370,861) (1,112,053) (355,772) -------------- ------------ -------------- Total deductions.................................. (15,084,182) (13,379,712) (35,511,275) -------------- ------------ -------------- Net increase (decrease) in net assets available for benefits.............................. 85,400,085 (6,269,939) (21,347,131) NET ASSETS AVAILABLE FOR BENEFITS, beginning of year...................................... 67,287,184 73,557,123 94,904,254 -------------- ------------ -------------- NET ASSETS AVAILABLE FOR BENEFITS, end of year............................................ $ 152,687,269 $ 67,287,184 $ 73,557,123 ============== ============ ============== The accompanying notes to financial statements are an integral part of this statement. F-4 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION The following description of the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan. Background The Plan was established effective January 1, 1991, and is sponsored by Sunbeam Americas Holdings, Limited ("SAHL") and administered by Sunbeam Corporation ("Sunbeam" or the "Company"). The Plan, as amended, is a defined contribution plan commonly known as an Internal Revenue Code ("IRC") section 401(k) profit sharing plan and is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. In 1998, the Company acquired an indirect controlling interest in The Coleman Company, Inc. and all the outstanding common stock of Signature Brands USA, Inc. and First Alert, Inc. (the "Acquired Companies"). Effective January 1, 1999, the Plan was amended to allow for the merger of the defined contribution plans of the Acquired Companies into the Plan. Upon completion of the merger, the plans of the Acquired Companies ceased to exist. Participation in the Plan Effective January 1, 1999, employees are eligible to participate in the Plan after (a) completing 500 or more hours of employment during the six-month period following employment and (b) attaining the age 18. After the six-month anniversary of an employee's hire date, hours for eligibility purposes are counted based on the calendar year. Employees may enter the Plan on the first day of any calendar month after eligibility requirements have been met. Plan entry for rehired employees who were formerly eligible employees of the Plan occurs immediately upon reemployment. Employees who have been rehired and were not formerly participants in the Plan are treated as new employees for purposes of determining eligibility. The Plan is open to all U.S. employees of the Company except employees who are covered under a collective bargaining agreement (unless coverage is specifically negotiated), leased employees, and independent contractors. Contributions to the Plan There are four active sources of contributions to the Plan. These sources include (1) employee basic before-tax contributions, (2) employee supplemental before-tax contributions, (3) employer matching contributions and (4) employer profit sharing contributions. Employee Basic and Supplemental Before-Tax Contributions Employees who are participants in the Plan may elect to contribute 1% to 4% (basic) and up to an additional 11% (supplemental) of their eligible compensation, as defined in the Plan, through payroll deductions. Qualified employees could contribute up to $10,000 in 1999 and 1998 and $9,500 in 1997 subject to certain Plan and IRC limitations. Amounts contributed by participants are fully vested at all times. Employer Matching and Discretionary Profit Sharing Contributions Employer matching contributions are amounts funded by the Company and are based on employees' contributions. The Company's policy is to make matching contributions equal to 100% of the first 2% of participants' basic before-tax contributions up to 2% of the participants' compensation for the calendar month and 50% of the portion of participants' basic before tax contributions which exceed 2% but does not exceed 4% of such participants' eligible compensation, as defined in the Plan for the applicable calendar month. F-5 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 1. PLAN DESCRIPTION - (CONTINUED) Employer Matching and Discretionary Profit Sharing Contributions - Continued Hourly participants of the Company's Health O Meter division receive employer matching contributions equal to 200% of the first 1 1/2% of such participants' basic before tax contributions up to 1 1/2% of the participants' eligible compensation for the applicable calendar month as defined in the Plan. Each Plan year, the Company may make discretionary profit sharing contributions to the Plan. The contributions, if any, are based on the performance of Sunbeam and each business unit or division. Effective January 1, 1999, the Plan was amended to provide that employer contributions made after January 1, 1999 can be invested per the participants election in any active investment fund options. Prior to the January 1, 1999 amendment, employer matching contributions made on or after January 1, 1997, and employer discretionary profit sharing contributions made on or after January 1, 1996 were made in cash or in shares of the Company's common stock, at the option of the Company and were non-participant directed. In 1997 employer matching contributions and employer discretionary profit sharing contributions were made in stock. In 1998 employer matching contributions were made in stock valued at $453,715 and cash of $245,876. The Company made Employer matching contributions in 1999 of $3,774,090 in cash and no discretionary profit sharing contribution. Forfeited nonvested accounts totaled $152,584 and $705,887 at December 31, 1999 and 1998, respectively. These accounts will be and have been used to reduce future employer contributions with any remaining forfeitures used to cover costs of Plan administration. Employer contributions were reduced by $738,115, $222,614 and $544,229 in 1999, 1998 and 1997, respectively, from forfeited nonvested accounts. The matching and profit sharing contributions are 100% vested if a participant actively employed by the Company reaches his retirement date, dies or becomes disabled. Otherwise, the matching and discretionary profit sharing contributions, except for hourly employees of the Company's Health O Meter division who are 100% vested, are subject to the following vesting schedule effective as of January 1, 1999: Years of Service Vested Percentage Less than 1 year 20 % 2 but less than 3 years 40 3 but less than 4 years 60 4 but less than 5 years 80 5 or more years 100 In November 1996, the Company announced a restructuring plan. The restructuring plan resulted in a significant reduction of the number of participants in the Plan, primarily in 1997. The Company has assessed that this was deemed to be a partial termination under IRC Regulations. Under a partial termination of the Plan, participants terminated as part of the restructuring vested 100% in their portion of employer contributions. In 1997, the Company's information system ("IS") employees were spun-off to another unrelated company. Accordingly, the IS employees' funds under the Plan were transferred to the unrelated company's plan. Effective December 31, 1997, the Company outsourced certain maintenance operations employees to an unrelated company. The Plan was amended to allow for the employees' funds under the Plan to be transferred to the other company's benefit plan during 1998 and 1999. See the caption "Transfers to unrelated company benefit plan" in the Statement of Changes in Net Assets Available for Benefits. Employer matching contributions are funded and credited to participants' accounts monthly. Employer discretionary profit sharing contributions are funded and credited to participants' accounts by May of the calendar year following the year in which basic and supplemental contributions are made. No profit sharing contributions will be credited to employees who terminated employment (other than through retirement, disability or death) prior to December 31 (the last day of the Plan year) and no matching contribution will be credited to employees who terminated employment (other than through retirement, disability or death) prior to the last day of the month. F-6 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS-(CONTINUED) PLAN DESCRIPTION - (CONTINUED) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan have been prepared using the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Contributions Employer contributions are recorded in the financial statements when accrued by the Company. Employee contributions are accrued at the time of employee withholdings. Contributions are credited to participants' accounts based on their investment elections effective as of the date the contributions are actually paid. Income Recognition Investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net account value of shares held by the Plan at year end. Interest on investments is recognized in the period earned, while dividends are recorded as of the ex-dividend date. Gains and losses on sales of investments are recognized when realized, while unrealized gains and losses on investments are recognized daily based on fluctuations in market value. Purchases and sales of investments are recorded on a trade-date basis. The income or loss of each fund, including the change in market value of investments, is allocated to participants' accounts based on their proportionate interest in the total assets of the Plan. Payment of Benefits Benefits are recorded when paid. Administrative Expenses Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Administrative expenses for the Trustee's fees are paid by the Plan. F-7 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 3. INVESTMENTS In accordance with a trust agreement between Sunbeam and American Express Trust Company ("AMEX" or the "Trustee"), AMEX holds the Plan's investment funds. Each participant's basic and supplemental contributions, employer matching and profit sharing contributions, and any income attributable to each is invested by the Trustee in accordance with the election made by the participant among those investment funds selected and authorized by Sunbeam. A participant may select from active investment funds in any increments of 1% to total 100%. Contributions for participants who do not make an election are automatically invested in the American Express Trust Income Fund II. As of December 31, 1999, the following options were available to participants, except those designated as non-participant directed. American Express Trust Income Fund II - A collective fund which invests in guaranteed investment contracts, bank investment contracts, stable value contracts and short-term investments. As of December 31, 1999, 4,367 plan participants elected to invest in this fund. American Express Trust Short-Term Horizon (25:75) Fund - A collective fund seeking a conservative risk profile investing in other AMEX managed investment funds. As of December 31, 1999, 174 plan participants elected to invest in this fund. American Express Trust Medium-Term Horizon (50:50) Fund - A collective fund seeking to create a diversified portfolio with a conservative risk profile for individuals with medium-term time horizons by investing proportionately in other AMEX managed investment funds. As of December 31, 1999, 1,701 plan participants elected to invest in this fund. American Express Trust Long-Term Horizon (80:20) Fund - A collective fund seeking to create a diversified portfolio with a moderate risk profile appropriate for individuals with long-term horizons by investing proportionately in other AMEX managed investment funds. As of December 31, 1999, 788 plan participants elected to invest in this fund. American Express Trust Equity Index Fund II - A collective fund that seeks to achieve a rate of return similar to the Standard & Poor's 500 stock index by investing primarily in common stock with sector/industry weighting similar to the S&P 500. As of December 31, 1999, 1,425 plan participants elected to invest in this fund. AXP (formerly IDS) Bond Fund - A diversified mutual fund seeking current income through investments in bonds and other debt securities issued by U.S. and foreign corporations and governments. As of December 31, 1999, 181 plan participants elected to invest in this fund. AXP (formerly IDS) New Dimensions Fund - An equity growth mutual fund invested in a portfolio of common stocks with an investment objective of long-term capital growth. As of December 31, 1999, 2,620 plan participants elected to invest in this fund. Franklin Small Cap Growth Fund - A mutual fund seeking long-term capital growth by investing primarily in common stock equity securities of small capitalization growth companies. As of December 31, 1999, 349 plan participants elected to invest in this fund. Janus Worldwide Fund - A mutual fund seeking long-term growth of capital in a manner consistent with the preservation of capital by investing primarily in common stock of companies of any size throughout the world. As of December 31, 1999, 762 plan participants elected to invest in this fund. F-8 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 3. INVESTMENTS - (CONTINUED) Sunbeam Corporation Stock Pool - A pooled fund which invests in units of Sunbeam common stock. As of December 31, 1999, 2,067 plan participants elected to invest in this fund. Coleman Company Stock Pool - A non-participant directed pooled fund which invests in units of Coleman common stock. As of December 31, 1999, 308 plan participants held investments in this fund. This fund is closed to new entrants. In January 2000, Sunbeam acquired the remaining publicly held shares of the Coleman Company. In connection with completion of the Coleman acquisition, all of the outstanding Coleman common stock was converted into Sunbeam common stock. Sunbeam Savings Fund - A non-participant directed fund which invests in the Hartford Life Guaranteed Interest Account ("GIA") and the American Express Trust Income Fund II. As of December 31, 1999, 1,336 plan participants held investments in this fund. This fund is closed to new entrants. The fair values of AMEX Common Collective Trust Funds are obtained from their respective December 31, 1999 and 1998 audited financial statements. All other investments, excluding the Participant Loan Fund and GIA, are stated at fair value based on quotations obtained from active markets (such as national securities exchanges or certain dealers making a market in over-the-counter securities) as of the last business day of the year. Participant Loan Fund investments are carried at cost, which approximates fair market value. The GIA is stated at contract value which approximates fair value. The Plan held the following investments with AMEX: December 31, 1999 December 31, 1998 ------------------------------------------- -------------------------------------------- Number Number of shares, of shares, units units or par value Cost Market or par value Cost Market -------------- ------------ ------------ -------------- ------------ ----------- Common Collective Trust Funds: American Express Trust Income Fund II 1,447,538 $44,422,470 $ 48,195,019 1,800,171 $29,251,333 $33,198,755 American Express Trust Short-Term Horizon Fund..................... 54,912 860,107 928,773 805 12,393 12,600 American Express Trust Medium-Term Horizon Fund..................... 768,318 14,002,223 16,284,501 534,793 9,496,850 9,925,217 American Express Trust Long-Term Horizon Fund..................... 267,173 5,830,970 7,043,749 822 16,282 17,408 American Express Trust Equity Index II 344,672 11,633,136 13,758,969 28,760 861,570 955,019 ------------ ------------ ------------ ----------- 76,748,906 86,211,011 39,638,428 44,108,999 ------------ ------------ ------------ ----------- Registered Investment Companies: AXP New Dimensions Fund............ 1,290,449 38,134,452 46,210,962 589,399 14,290,229 17,001,203 AXP Bond Fund...................... 131,872 661,603 627,710 4,847 24,813 24,763 Franklin Small Cap Growth Fund..... 53,022 1,598,536 2,339,854 13,707 309,347 309,374 Janus Worldwide Fund............... 68,238 3,636,119 5,215,439 16,311 684,263 772,474 ------------ ------------ ------------ ----------- 44,030,710 54,393,965 15,308,652 18,107,814 ------------ ------------ ------------ ----------- Guaranteed Interest Account: Hartford Life...................... 3,024,065 3,024,065 3,024,065 -- -- -- ------------ ------------ Sunbeam Corporation: Sunbeam Corporation Common Stock... -- -- -- 104,062 2,166,197 728,433 Sunbeam Corporation Stock Pool..... 1,263,380 2,881,549 2,026,462 344,676 967,670 955,097 ------------ ------------ ------------ ----------- 2,881,549 2,026,462 3,133,867 1,683,530 ------------ ------------ ------------ ----------- Coleman Company Stock Pool........... 17,798 304,527 181,918 -- -- -- ------------ ------------ ------------ ----------- Participant Loan Fund................ 5,781,095 5,781,095 5,781,095 3,212,029 3,212,029 3,212,029 ------------ ------------ ------------ ----------- $132,770,852 $151,618,516 $61,292,976 $67,112,372 ============ ============ ============ =========== F-9 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 3. INVESTMENTS - (CONTINUED) During the years ended December 31, 1999, 1998 and 1997, the Plan's investments (including gains and losses bought and sold, as well as held during the year) appreciated in value by $18,918,440, $2,481,567, and $6,330,928 as follows: Year Ended December 31, --------------------------------------------- 1999 1998 1997 ----------- ----------- ----------- Common Collective Trust Funds ................. $ 8,666,288 $ 2,545,968 $ 2,667,736 Registered Investment Companies................ 11,163,801 3,420,163 2,317,233 Sunbeam Corporation Stock Pool ................ (939,411) (1,753,632) 1,202,592 Coleman Corporation Stock Pool ................ (4,745) -- -- Sunbeam Corporation Common Stock............... 32,507 (1,730,932) 143,367 ----------- ----------- ----------- $18,918,440 $ 2,481,567 $ 6,330,928 =========== =========== =========== 4. LOANS AND WITHDRAWALS Loans Effective January 1, 1995, participants are permitted to borrow up to 50% of the vested interest in their Plan accounts up to $50,000. Prior to 1995, the Plan did not allow for the granting of loans. These loans are secured by the balance in the participant's account and bear interest at rates ranging from 7.25% to 11.00% Withdrawals Participants may make withdrawals from the Plan in accordance with Plan provisions and the IRC. Withdrawals of employee before-tax contributions are permitted in cases of financial hardship, as defined in the Plan, and are subject to Federal tax withholding requirements and penalties. Withdrawals are taken pro rata from the investment funds. 5. DISTRIBUTIONS A final distribution may be paid to a participant in the Plan, or to the participant's beneficiaries, in the event of retirement, death, total and permanent disability, or other termination of employment, in accordance with the terms of the Plan. Participants who terminate employment and have account balances of less than $5,000 receive final distributions of the vested value of their accounts as soon thereafter as practicable. Distributions prior to retirement, death or disability are subject to Federal income tax withholding requirements and penalties. Distributions for participants who terminate, retire, die or become disabled are paid either in a lump sum or in installment payments as elected by the participant. Sunbeam and the participant are responsible for ensuring that the minimum required distribution rules of the IRC are met by participants over age 70-1/2. 6. INVESTMENT CONTRACTS WITH INSURANCE COMPANY The GIA with Hartford Life held by the Plan is reported at contract value as it is fully benefit responsive. Benefit responsiveness is defined as the extent to which a contract's terms and the plan itself permit or require participant initiated withdrawals, loans, transfers, etc., at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The guaranteed interest rate was 6.04% for the Plan year ended December 31, 1999. The effective annual yield was 5.86% for the Plan year ended December 31, 1999. The fair value of the Hartford Life GIA at December 31, 1999 was $3,024,093. F-10 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS-(CONTINUED) 7. QUALIFICATION OF THE PLAN The Plan has received a favorable determination letter from the Internal Revenue Service dated September 21, 1995 stating that the Plan is designed in accordance with the applicable provisions of the Internal Revenue Code. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Accordingly, no provision for income taxes has been included in these financial statements and participants are not subject to Federal income taxes on employer or employee before-tax contributions or plan earnings until withdrawn under the terms of the Plan. F-11 SUNBEAM CORPORATION 401 (k) SAVINGS AND PROFIT SHARING PLAN SCHEDULE II - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT PROGRAMS Participant Directed -------------------------------------------------------------------------------------- December 31, 1999 AMEX AMEX AMEX AMEX AMEX Income Short-Term Medium-Term Long-Term Equity Fund II Horizon Fund Horizon Fund Horizon Fund Index II -------------- -------------- -------------- -------------- -------------- ASSETS: Beneficial interest in investment funds $ 40,256,616 $ 928,773 $ 16,284,501 $ 7,043,749 $ 13,758,969 Employer receivable 166,337 2,994 28,860 19,696 35,375 Employee receivable 246,446 7,583 64,317 44,640 88,378 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 40,669,399 $ 939,350 $ 16,377,678 $ 7,108,085 $ 13,882,722 ============== ============== ============== ============== ============== Participant Directed -------------------------------------------------------------------------------------- December 31, 1998 AMEX AMEX AMEX AMEX AMEX Income Short-Term Medium-Term Long-Term Equity Fund II Horizon Fund Horizon Fund Horizon Fund Index II -------------- -------------- -------------- -------------- -------------- ASSETS: Beneficial interest in investment funds $ 33,198,755 $ 12,600 $ 9,925,217 $ 17,408 $ 955,019 Employee receivable 67,841 863 23,976 87 6,517 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 33,266,596 $ 13,463 $ 9,949,193 $ 17,495 $ 961,536 ============== ============== ============== ============== ============== ------------------------------------------------------------------------------------- December 31, 1999 AXP New AXP Franklin Janus Sunbeam Dimensions Bond Small Cap Worldwide Corporation Fund Fund Growth Fund Fund Stock Pool -------------- -------------- -------------- -------------- -------------- ASSETS: Beneficial interest in investment funds $ 46,210,962 $ 627,710 $ 2,339,854 $ 5,215,439 $ 2,026,462 Employer receivable 71,105 2,120 7,575 16,393 11,514 Employee receivable 163,027 5,165 23,276 46,939 17,013 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 46,445,094 $ 634,995 $ 2,370,705 $ 5,278,771 $ 2,054,989 ============== ============== ============== ============== ============== ------------------------------------------------------------------------------------- December 31, 1998 IDS New IDS Franklin Janus Sunbeam Dimensions Bond Small Cap Worldwide Corporation Fund Fund Growth Fund Fund Stock Pool -------------- -------------- -------------- -------------- -------------- ASSETS: Beneficial interest in investment funds $ 17,001,203 $ 24,763 $ 309,374 $ 772,474 $ 955,097 Employee receivable 52,039 867 2,397 7,328 12,897 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 17,053,242 $ 25,630 $ 311,771 $ 779,802 $ 967,994 ============== ============== ============== ============== ============== Non-Participant Directed -------------- ----------------------------------------------------------------- December 31, 1999 Participant Coleman Sunbeam Sunbeam Loan Company Corporation Savings Fund Fund Stock Pool Common Stock Total -------------- -------------- -------------- -------------- ASSETS: Beneficial interest in investment funds $ 5,781,095 $ 181,918 $ - $ 10,962,468 $ 151,618,516 Employer receivable - - - - 361,969 Employee receivable - - - - 706,784 -------------- ----------------------------------------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 5,781,095 $ 181,918 $ - $ 10,962,468 $ 152,687,269 ============== ================================================ ============== Non-Participant Directed -------------- -------------- December 31, 1998 Participant Sunbeam Loan Corporation Fund Common Stock Total -------------- -------------- ASSETS: Beneficial interest in investment funds $ 3,212,029 $ 728,433 $ 67,112,372 Employee receivable - - 174,812 -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 3,212,029 $ 728,433 $ 67,287,184 ============== ============== ============== F-12 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN SCHEDULE III - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT PROGRAMS FOR THE YEAR ENDED DECEMBER 31, 1999 Page 1 of 3 Participant Directed ------------------------------------------------------------------------ AMEX AMEX AMEX AMEX Income Short-Term Medium-Term Long-Term Fund II Horizon Fund Horizon Fund Horizon Fund ADDITIONS: Contributions: Employer $ 1,301,601 $ 47,886 $ 423,209 $ 249,292 Employee 2,666,134 111,436 830,089 571,286 Transfer from acquired Companies 3,956,471 748,763 6,637,632 5,593,486 Rollovers 71,353 4,509 28,034 33,998 ----------- -------- ----------- ---------- Total 7,995,559 912,594 7,918,964 6,448,062 ----------- -------- ----------- ---------- Investment Income: Interest and dividends 230,499 (3,955) (126,593) (98,242) Net appreciation (depreciation) in fair value of investments 2,158,597 74,799 2,211,240 1,377,989 ----------- -------- ----------- ---------- Total 2,389,096 70,844 2,084,647 1,279,747 ----------- -------- ----------- ---------- Total additions 10,384,655 983,438 10,003,611 7,727,809 ----------- -------- ----------- ---------- DEDUCTIONS: Benefits paid to participants (4,759,910) (65,978) (1,708,518) (445,206) Administrative expenses (31,066) (75) (776) (316) Transfer to unrelated company benefit plans (22,038) (7,039) (64,281) (17,059) ----------- -------- ----------- ---------- Total deductions (4,813,014) (73,092) (1,773,575) (462,581) ----------- -------- ----------- ---------- INTERFUND TRANSFERS 1,831,162 15,541 (1,801,551) (174,638) ----------- -------- ----------- ---------- Net increase (decrease) in net assets available for benefits 7,402,803 925,887 6,428,485 7,090,590 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year 33,266,596 13,463 9,949,193 17,495 ----------- -------- ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, End of year $40,669,399 $939,350 $16,377,678 $7,108,085 =========== ======== =========== ========== Participant Directed ---------------------------------------------------------------- AMEX AXP New AXP Franklin Equity Dimensions Bond Small Cap Index II Fund Fund Growth Fund ADDITIONS: Contributions: Employer $ 485,183 $ 953,012 $ 36,850 $ 59,616 Employee 1,088,466 2,092,602 63,194 170,081 Transfer from acquired Companies 10,070,624 21,065,126 583,374 - Rollovers 356,987 441,897 8,323 66,087 ----------- ----------- -------- ---------- Total 12,001,260 24,552,637 691,741 295,784 ----------- ----------- -------- ---------- Investment Income: Interest and dividends 27,649 2,507,520 48,718 10,678 Net appreciation (depreciation) in fair value of investments 2,236,770 8,710,962 (43,170) 806,350 ----------- ----------- -------- ---------- Total 2,264,419 11,218,482 5,548 817,028 ----------- ----------- -------- ---------- Total additions 14,265,679 35,771,119 697,289 1,112,812 ----------- ----------- -------- ---------- DEDUCTIONS: Benefits paid to participants (1,202,521) (4,424,736) (82,352) (144,873) Administrative expenses (438) (1,300) (23) (32) Transfer to unrelated company benefit plans (44,012) (97,438) (5,305) (1,031) ----------- ----------- -------- ---------- Total deductions (1,246,971) (4,523,474) (87,680) (145,936) ----------- ----------- -------- ---------- INTERFUND TRANSFERS (97,522) (1,855,793) (244) 1,092,058 ----------- ----------- -------- ---------- Net increase (decrease) in net assets available for benefits 12,921,186 29,391,852 609,365 2,058,934 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year 961,536 17,053,242 25,630 311,771 ----------- ----------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, End of year $13,882,722 $46,445,094 $634,995 $2,370,705 =========== =========== ======== ========== Participant Directed ------------------------------------------------ Janus Sunbeam Participant Worldwide Corporation Loan Fund Stock Pool Fund ADDITIONS: Contributions: Employer $ 184,523 $ 118,713 $ -- Employee 446,424 201,412 -- Transfer from acquired Companies 1,253,576 -- 2,017,517 Rollovers 194,633 38,394 -- ---------- ---------- ---------- Total 2,079,156 358,519 2,017,517 ---------- ---------- ---------- Investment Income: Interest and dividends 84,373 (8,728) 1,292,642 Net appreciation (depreciation) in fair value of investments 1,689,659 (939,411) -- ---------- ---------- ---------- Total 1,774,032 (948,139) 1,292,642 ---------- ---------- ---------- Total additions 3,853,188 (589,620) 3,310,159 ---------- ---------- ---------- DEDUCTIONS: Benefits paid to participants (411,596) (94,817) (711,483) Administrative expenses (147) (10,614) -- Transfer to unrelated company benefit plans (4,878) -- -- ---------- ---------- ---------- Total deductions (416,621) (105,431) (711,483) ---------- ---------- ---------- INTERFUND TRANSFERS 1,062,402 1,782,046 (29,610) ---------- ---------- ---------- Net increase (decrease) in net assets available for benefits 4,498,969 1,086,995 2,569,066 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year 779,802 967,994 3,212,029 ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, End of year $5,278,771 $2,054,989 $5,781,095 ========== ========== ========== Non-Participant Directed ------------------------------------------------ Coleman Sunbeam Sunbeam Company Corporation Savings Fund Stock Pool Common Stock Total ADDITIONS: Contributions: Employer $ (1,218) $ -- $ (84,577) $ 3,774,090 Employee -- -- -- 8,241,124 Transfer from acquired Companies 193,310 -- 12,619,694 64,739,573 Rollovers -- -- -- 1,244,215 -------- ------- ----------- ------------ Total 192,092 -- 12,535,117 77,999,002 -------- ------- ----------- ------------ Investment Income: Interest and dividends 8,494 -- (406,230) 3,566,825 Net appreciation (depreciation) in fair value of investments (4,745) 32,507 606,893 18,918,440 -------- ------- ----------- ------------ Total 3,749 32,507 200,663 22,485,265 -------- ------- ----------- ------------ Total additions 195,841 32,507 12,735,780 100,484,267 -------- ------- ----------- ------------ DEDUCTIONS: Benefits paid to participants (8,633) -- (568,482) (14,629,105) Administrative expenses (14) -- (39,415) (84,216) Transfer to unrelated company benefit plans (993) -- (106,787) (370,861) -------- ------- ----------- ------------ Total deductions (9,640) -- (714,684) (15,084,182) -------- ------- ----------- ------------ INTERFUND TRANSFERS (4,283) (760,940) (1,058,628) -- -------- ------- ----------- ------------ Net increase (decrease) in net assets available for benefits 181,918 (728,433) 10,962,468 85,400,085 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year -- 728,433 -- 67,287,184 -------- ------- ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, End of year $181,918 $ -- $10,962,468 $152,687,269 ======== ======= =========== ============ F-13 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN SCHEDULE III - ALLOCATION OF CHANGES INNET ASSETS AVAILBLE FOR BENEFITS TO INVESTMENT PROGRAMS FOR THE YEAR ENDED DECEMBER 31, 1998 Page 2 of 3 -------------------------------------------------------------------------------- AMEX AMEX AMEX AMEX AMEX Income Short-Term Medium-Term Long-Term Equity Fund II Horizon Fund Horizon Fund Horizon Fund Index II ADDITIONS: Contributions: Employer $ - $ - $ - $ - $ - Employee 803,398 905 46,188 129 26,395 Rollovers 105,517 - - - 6,075 -------------- ------------ ------------- -------------- -------------- Total 908,915 905 46,188 129 32,470 -------------- ------------ ------------- -------------- -------------- Investment Income: Interest and dividends 1,710 - - - 33 Net appreciation (depreciation) in fair value of investments 2,013,851 206 427,651 1,126 103,134 -------------- ------------ ------------- -------------- -------------- Total 2,015,561 206 427,651 1,126 103,167 -------------- ------------ ------------- -------------- -------------- Total additions 2,924,476 1,111 473,839 1,255 135,637 -------------- ------------ ------------- -------------- -------------- DEDUCTIONS: Benefits paid to participants (7,180,274) - (221,832) - (216,621) Administrative expenses (52,199) - (408) - (57) Transfer to unrelated company benefit plans (616,080) -------------- ------------ ------------- -------------- -------------- Total deductions (7,848,553) - (222,240) - (216,678) -------------- ------------ ------------- -------------- -------------- INTERFUND TRANSFERS 1,070,642 12,352 9,697,594 16,240 1,042,577 -------------- ------------ ------------- -------------- -------------- Net increase (decrease) in net assets available for benefits (3,853,435) 13,463 9,949,193 17,495 961,536 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year 37,120,031 - - - - -------------- ------------ ------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS, End of year $ 33,266,596 $ 13,463 $ 9,949,193 $ 17,495 $ 961,536 ============== ============ ============= ============== ============== Participant Directed --------------------------------------------------------------------------------- IDS IDS New IDS Templeton Franklin Mutual Dimensions Bond Foreign Small Cap Fund Fund Fund Fund Growth Fund ADDITIONS: Contributions: Employer $ - $ - $ - $ - $ - Employee 299,677 629,253 4,051 9,070 18,897 Rollovers 14,849 36,741 - - 18,228 -------------- -------------- ------------ -------------- -------------- Total 314,526 665,994 4,051 9,070 37,125 -------------- -------------- ------------ -------------- -------------- Investment Income: Interest and dividends 275,264 983,136 3,353 46,766 4,425 Net appreciation (depreciation) in fair value of investments 538,318 2,934,246 (677) (61,476) (11,581) -------------- -------------- ------------ -------------- -------------- Total 813,582 3,917,382 2,676 (14,710) (7,156) -------------- -------------- ------------ -------------- -------------- Total additions 1,128,108 4,583,376 6,727 (5,640) 29,969 -------------- -------------- ------------ -------------- -------------- DEDUCTIONS: Benefits paid to participants (1,288,318) (2,378,142) (58,947) (186,859) (7,355) Administrative expenses (754) (3,405) (29) (277) (12) Transfer to unrelated company benefit plans (187,073) (196,255) (13,957) -------------- -------------- ------------ -------------- -------------- Total deductions (1,476,145) (2,577,802) (58,976) (201,093) (7,367) -------------- -------------- ------------ -------------- -------------- INTERFUND TRANSFERS (11,776,271) (375,144) 77,879 (1,157,386) 289,169 -------------- -------------- ------------ -------------- -------------- Net increase (decrease) in net assets available for benefits (12,124,308) 1,630,430 25,630 (1,364,119) 311,771 NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year 12,124,308 15,422,812 - 1,364,119 - -------------- -------------- ------------ -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS, End of year $ - $ 17,053,242 $ 25,630 $ - $ 311,771 ============== ============== ============ ============== ============== Non-Participant Directed ------------------------------------------------------ -------------- Janus Sunbeam IDS Participant Sunbeam Worldwide Corporation Equity Loan Corporation Fund Stock Pool Sel Fund Common Stock Total ADDITIONS: Contributions: Employer $ - $ - $ - $ - $ 699,591 $ 699,591 Employee 46,522 167,235 5,001 - - 2,056,721 Rollovers 102,883 29,482 1,353 - - 315,128 ------------- -------------- --------- ------------- ------------- -------------- Total 149,405 196,717 6,354 - 699,591 3,071,440 ------------- -------------- --------- ------------- ------------- -------------- Investment Income: Interest and dividends 3,017 989 189 236,705 1,179 1,556,766 Net appreciation (depreciation) in fair value of investments 20,813 (1,753,632) 520 - (1,730,932) 2,481,567 ------------- -------------- --------- ------------- ------------- -------------- Total 23,830 (1,752,643) 709 236,705 (1,729,753) 4,038,333 ------------- -------------- --------- ------------- ------------- -------------- Total additions 173,235 (1,555,926) 7,063 236,705 (1,030,162) 7,109,773 ------------- -------------- --------- ------------- ------------- -------------- DEDUCTIONS: Benefits paid to participants (11,353) (71,844) - (503,150) (84,901) (12,209,596) Administrative expenses (50) (337) - - (535) (58,063) Transfer to unrelated company benefit plans (19,749) - (50,482) (28,457) (1,112,053) ------------- -------------- --------- ------------- ------------- -------------- Total deductions (11,403) (91,930) - (553,632) (113,893) (13,379,712) ------------- -------------- --------- ------------- ------------- -------------- INTERFUND TRANSFERS 617,970 105,241 (7,063) 186,817 199,383 - ------------- -------------- --------- ------------- ------------- -------------- Net increase (decrease) in net assets available for benefits 779,802 (1,542,615) - (130,110) (944,672) (6,269,939) NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year - 2,510,609 - 3,342,139 1,673,105 73,557,123 ------------- -------------- --------- ------------- ------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS, End of year $ 779,802 $ 967,994 $ - $ 3,212,029 $ 728,433 $ 67,287,184 ============= ============== ========= ============= ============= ============== F-14 SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN SCHEDULE III - ALLOCATION OF CHANGES IN NET ASSETS AVILABLE FOR BENEFITS TO INVESTMENT PROGRAMS FOR THE YEAR ENDED DECEMBER 31, 1997 Page 3 of 3 Participant Directed -------------------------------------------------------------------------- IDS AMEX IDS New Sunbeam Income Mutual Dimensions Corporation Fund II Fund Fund Stock Pool ------------ ----------- ----------- ----------- ADDITIONS: Contributions: Employer $ -- $ -- $ -- $ -- Employee 1,203,733 475,164 786,199 225,362 Rollovers 20,924 37,923 95,190 88,953 ------------ ----------- ----------- ---------- Total 1,224,657 513,087 881,389 314,315 ------------ ----------- ----------- ---------- Investment Income: Interest and dividends 212 1,746,940 1,158,114 5,659 Net appreciation (depreciation) in fair value of investments 2,667,736 243,407 2,131,381 1,202,592 ------------ ----------- ----------- ---------- Total 2,667,948 1,990,347 3,289,495 1,208,251 ------------ ----------- ----------- ---------- Total additions 3,892,605 2,503,434 4,170,884 1,522,566 ------------ ----------- ----------- ---------- DEDUCTIONS: Benefits paid to participants (23,235,970) (3,433,690) (5,387,641) (497,264) Administrative Expenses (113,544) (4,209) (4,728) (905) Transfers to spun-off companies (149,960) (16,189) (176,574) (7,918) ------------ ----------- ----------- ---------- Total deductions (23,499,474) (3,454,088) (5,568,943) (506,087) ------------ ----------- ----------- ---------- INTERFUND TRANSFERS (1,341,329) 529,503 1,132,426 (789,070) Net increase (decrease) in net assets available for benefits (20,948,198) (421,151) (265,633) 227,409 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 58,068,229 12,545,459 15,688,445 2,283,200 ------------ ----------- ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 37,120,031 $12,124,308 $15,422,812 $2,510,609 ============ =========== =========== ========== Non-Participant Participant Directed Directed ------------------------------ --------------- Sunbeam Templeton Corporation Foreign Loan Common Fund Fund Stock Total ---------- ----------- ----------- ------------ ADDITIONS: Contributions: Employer $ -- $ -- $1,370,341 $ 1,370,341 Employee 121,614 -- -- 2,812,072 Rollovers 43,763 -- -- 286,753 ---------- ----------- ---------- ------------ Total 165,377 -- 1,370,341 4,469,166 ---------- ----------- ---------- ------------ Investment Income: Interest and dividends 149,737 302,409 979 3,364,050 Net appreciation (depreciation) in fair value of investments (57,555) -- 143,367 6,330,928 ---------- ----------- ---------- ------------ Total 92,182 302,409 144,346 9,694,978 ---------- ----------- ---------- ------------ Total additions 257,559 302,409 1,514,687 14,164,144 ---------- ----------- ---------- ------------ DEDUCTIONS: Benefits paid to participants (979,923) (1,438,261) (58,516) (35,031,265) Administrative Expenses (720) -- (132) (124,238) Transfers to spun-off companies (5,131) -- -- (355,772) ---------- ----------- ---------- ------------ Total deductions (985,774) (1,438,261) (58,648) (35,511,275) ---------- ----------- ---------- ------------ INTERFUND TRANSFERS 481,867 (230,463) 217,066 -- Net increase (decrease) in net assets available for benefits (246,348) (1,366,315) 1,673,105 (21,347,131) NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 1,610,467 4,708,454 -- 94,904,254 ---------- ----------- ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, end of year $1,364,119 $ 3,342,139 $1,673,105 $ 73,557,123 ========== =========== ========== ============ F-15 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Sunbeam Corporation 401(k) Savings and Profit Sharing Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SUNBEAM CORPORATION 401(k) SAVINGS AND PROFIT SHARING PLAN By: Sunbeam Corporation, the Plan Administrator Dated: July 6, 2000 By: /S/ John W. Frederick ------------------------- John W. Frederick, Vice President, Finance and Corporate Controller EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Arthur Andersen LLP