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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-5627
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ITT INDUSTRIES, INC.
INCORPORATED IN THE STATE OF INDIANA 13-5158950
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
4 West Red Oak Lane, White Plains, NY 10604
(Principal Executive Office)
TELEPHONE NUMBER: (914) 641-2000
------------------------
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of April 30, 2001, there were outstanding 87,914,595 shares of common
stock ($1 par value per share) of the registrant.
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ITT INDUSTRIES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
----
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Condensed Income Statements -- Three Months
Ended
March 31, 2001 and 2000................................... 2
Consolidated Condensed Balance Sheets -- March 31, 2001 and
December 31, 2000......................................... 3
Consolidated Condensed Statements of Cash Flows -- Three
Months Ended March 31, 2001 and 2000...................... 4
Notes to Consolidated Condensed Financial Statements........ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results
of Operations:
Three Months Ended March 31, 2001 and 2000.................. 8
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings........................................... 10
Item 6. Exhibits and Reports on Form 8-K............................ 11
Signature................................................... 11
Exhibit Index............................................... 12
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PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following unaudited consolidated condensed financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC) and, in the opinion of management, reflect all
adjustments (which include normal recurring adjustments) necessary for a fair
presentation of the financial position, results of operations, and cash flows
for the periods presented. Certain information and note disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such SEC rules.
The Company believes that the disclosures made are adequate to make the
information presented not misleading. Certain amounts in the prior periods'
consolidated condensed financial statements have been reclassified to conform to
the current period presentation. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's 2000 Annual Report on Form 10-K.
ITT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED INCOME STATEMENTS
(IN MILLIONS, EXCEPT PER SHARE)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
--------------------
2001 2000
-------- --------
Sales and revenues.......................................... $1,186.0 $1,210.0
-------- --------
Costs of sales and revenues................................. 777.0 811.7
Selling, general, and administrative expenses............... 185.8 190.9
Research, development, and engineering expenses............. 101.8 99.3
Goodwill amortization expense............................... 10.0 8.1
-------- --------
Total costs and expenses.................................... 1,074.6 1,110.0
-------- --------
Operating income............................................ 111.4 100.0
Interest expense, net....................................... (20.6) (19.1)
Miscellaneous income, net................................... 0.1 0.5
-------- --------
Income before income taxes.................................. 90.9 81.4
Income tax expense.......................................... (31.8) (30.1)
-------- --------
Net income.................................................. $ 59.1 $ 51.3
======== ========
EARNINGS PER SHARE:
Net income
Basic..................................................... $ 0.67 $ 0.58
Diluted................................................... $ 0.65 $ 0.57
Cash dividends declared per common share.................... $ 0.15 $ 0.15
Average Common Shares -- Basic.............................. 87.9 87.9
Average Common Shares -- Diluted............................ 90.4 89.8
- ---------------
The accompanying notes to consolidated condensed financial statements are an
integral part of the above statements.
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ITT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN MILLIONS, EXCEPT FOR SHARES AND PER SHARE)
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 108.4 $ 88.7
Receivables, net.......................................... 815.2 814.9
Inventories, net.......................................... 521.3 531.3
Other current assets...................................... 92.9 71.4
-------- --------
Total current assets.............................. 1,537.8 1,506.3
Plant, property, and equipment, net......................... 836.1 865.4
Deferred income taxes....................................... 376.7 384.4
Goodwill, net............................................... 1,367.0 1,373.0
Other assets................................................ 484.4 482.3
-------- --------
Total assets...................................... $4,602.0 $4,611.4
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 397.1 $ 386.0
Accrued expenses.......................................... 776.1 823.9
Accrued taxes............................................. 357.7 392.9
Notes payable and current maturities of long-term debt.... 658.8 629.9
-------- --------
Total current liabilities......................... 2,189.7 2,232.7
Pension benefits.......................................... 201.5 195.8
Postretirement benefits other than pensions............... 212.0 195.4
Long-term debt............................................ 451.3 408.4
Other liabilities......................................... 352.3 367.9
-------- --------
Total liabilities................................. 3,406.8 3,400.2
Shareholders' Equity:
Cumulative Preferred Stock: Authorized 50,000,000 shares,
No par value, none issued.............................. -- --
Common stock:
Authorized 200,000,000 shares, $1 par value per share
Outstanding 87,914,595 shares.......................... 87.9 87.9
Retained earnings......................................... 1,336.3 1,306.9
Accumulated other comprehensive income (loss):
Unrealized (loss) on investment securities............. (2.7) (2.3)
Minimum pension liability.............................. (19.3) (12.9)
Cumulative translation adjustments..................... (207.0) (168.4)
-------- --------
Total shareholders' equity........................ 1,195.2 1,211.2
-------- --------
Total liabilities and shareholders' equity........ $4,602.0 $4,611.4
======== ========
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The accompanying notes to consolidated condensed financial statements are an
integral part of the above balance sheets.
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ITT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
(UNAUDITED)
THREE MONTHS
ENDED
MARCH 31,
---------------
2001 2000
------ ------
OPERATING ACTIVITIES
Net income.................................................. $ 59.1 $ 51.3
Adjustments to Net income:
Depreciation and amortization............................... 55.0 50.8
Change in receivables, inventories, accounts payable, and
accrued expenses.......................................... (46.2) (75.4)
Change in accrued and deferred taxes........................ (14.9) 11.9
Change in other current and non-current assets.............. 13.1 (9.9)
Change in other non-current liabilities..................... 10.9 (7.7)
Other, net.................................................. 3.0 (2.7)
------ ------
Net cash -- operating activities.......................... 80.0 18.3
------ ------
INVESTING ACTIVITIES
Additions to plant, property, and equipment................. (28.6) (24.1)
Proceeds from the sale of assets............................ 0.6 35.8
Acquisitions................................................ (14.0) (3.3)
Other, net.................................................. 1.2 (0.9)
------ ------
Net cash -- investing activities.......................... (40.8) 7.5
------ ------
FINANCING ACTIVITIES
Short-term debt, net........................................ 30.7 (64.6)
Long-term debt repaid....................................... (0.1) (2.6)
Long-term debt issued....................................... -- 0.1
Repurchase of common stock.................................. (53.3) (1.1)
Proceeds from issuance of common stock...................... 28.5 0.6
Dividends paid.............................................. (13.2) (13.2)
Other, net.................................................. 0.5 (3.5)
------ ------
Net cash -- financing activities.......................... (6.9) (84.3)
------ ------
EXCHANGE RATE EFFECTS ON CASH AND CASH EQUIVALENTS.......... (3.3) 3.7
NET CASH -- DISCONTINUED OPERATIONS......................... (9.3) 16.8
------ ------
Net change in cash and cash equivalents..................... 19.7 (38.0)
Cash and cash equivalents -- beginning of period............ 88.7 181.7
------ ------
Cash and cash equivalents -- end of period.................. $108.4 $143.7
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................. $ 20.4 $ 18.0
====== ======
Income taxes.............................................. $ 44.2 $ 28.6
====== ======
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The accompanying notes to consolidated condensed financial statements are an
integral part of the above statements.
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ITT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(IN MILLIONS, EXCEPT PER SHARE, UNLESS OTHERWISE STATED)
1) RECEIVABLES
Net receivables consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
Trade....................................................... $ 812.8 $ 820.0
Other....................................................... 22.4 15.9
Reserves.................................................... (20.0) (21.0)
------- -------
$ 815.2 $ 814.9
======= =======
2) INVENTORIES
Net inventories consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
Finished goods.............................................. $ 146.5 $ 181.6
Work in process............................................. 155.1 183.5
Raw materials............................................... 278.3 210.0
Progress payments........................................... (58.6) (43.8)
------- -------
$ 521.3 $ 531.3
======= =======
3) PLANT, PROPERTY, AND EQUIPMENT
Net plant, property, and equipment consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
Land and improvements....................................... $ 58.7 $ 59.3
Buildings and improvements.................................. 366.3 370.8
Machinery and equipment..................................... 1,212.3 1,202.0
Construction work in progress............................... 91.5 99.8
Other....................................................... 372.0 393.7
--------- ---------
2,100.8 2,125.6
Accumulated depreciation and amortization................... (1,264.7) (1,260.2)
--------- ---------
$ 836.1 $ 865.4
========= =========
(IN MILLIONS, EXCEPT PER SHARE, UNLESS OTHERWISE STATED)
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ITT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS, EXCEPT PER SHARE, UNLESS OTHERWISE STATED)
4) COMPREHENSIVE INCOME
THREE MONTHS
ENDED
MARCH 31,
---------------
2001 2000
------ ------
Net income.................................................. $ 59.1 $51.3
Other comprehensive income (loss):
Foreign currency translation adjustments.................. (39.1) (19.4)
Unrealized loss on investment securities during period.... (0.4) (3.5)
Minimum pension liability during period................... (9.6) --
------ ------
Other comprehensive income (loss), before tax............... (49.1) (22.9)
Income tax related to other comprehensive income............ 3.7 3.8
------ ------
Other comprehensive income (loss), after tax................ (45.4) (19.1)
------ ------
Comprehensive income........................................ $ 13.7 $32.2
====== ======
5) CALCULATION OF EARNINGS PER SHARE
THREE MONTHS
ENDED
MARCH 31,
---------------
2001 2000
------ ------
BASIC BASIS --
Income from continuing operations........................... $ 59.1 $51.3
Average common shares outstanding........................... 87.9 87.9
------ ------
Earnings Per Share.......................................... $ 0.67 $0.58
====== ======
DILUTED BASIS --
Income from continuing operations........................... $ 59.1 $51.3
Average common shares outstanding........................... 87.9 87.9
Add: Stock options.......................................... 2.5 1.9
------ ------
Average common shares outstanding -- diluted basis.......... 90.4 89.8
------ ------
Earnings Per Share.......................................... $ 0.65 $0.57
====== ======
6) RESTRUCTURING
At December 31, 2000, the reserve balance for all remaining restructuring
activities was $18.5. Cash payments of $2.3 were recorded in the first three
months of 2001, as well as a non-cash adjustment of $0.6, decreasing the reserve
balance at March 31, 2001 to $15.6. As of December 31, 2000, remaining actions
under previously announced restructuring activities were to close seven
facilities and reduce headcount by 237, which was revised to 231 in the first
quarter of 2001. In the first quarter of 2001, the Company closed three
facilities and terminated 30 persons. The restructuring activities are
progressing according to the plans discussed in the 2000 Annual Report.
7) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Statement of Financial accounting Standards ("SFAS") No. 133, Accounting
for Derivative Instruments and Hedging Activities, as amended, was effective for
the Company on January 1, 2001. The nature of the Company's business activities
necessarily involves the management of various financial and market risks,
including those related to changes in interest rates, currency exchange rates,
and commodity prices. As discussed more completely in notes 1 and 16 of the 2000
Annual Report on Form 10-K, the Company uses
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ITT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
(IN MILLIONS, EXCEPT PER SHARE, UNLESS OTHERWISE STATED)
derivative financial instruments to mitigate or eliminate certain of those
risks. The only significant derivatives that the Company had on January 1, 2001,
were the interest rate swaps (the "Swaps") discussed in Note 16 of the 2000
Annual Report on Form 10-K. The adoption of SFAS No. 133 required the Company to
record the total fair value of the Swaps in the financial statements, which
caused an increase to other assets and long-term debt of $39.7, bringing the
carrying value of the Swaps to $42.5. At March 31, 2001, the value of the Swaps
was $49.9. The adoption of SFAS No. 133 did not have a material impact on the
results of operations or cash flows of the Company.
A reconciliation of current period changes contained in the accumulated
other comprehensive loss component of shareholders' equity is not provided, as
there was no transition adjustment recorded within other comprehensive loss as
of January 1, 2001 and no material activity to report for the first quarter.
Additional disclosures required by SFAS No. 133, as amended, are noted below.
HEDGES OF FUTURE CASH FLOWS
There were no ineffective portions of changes in fair values of hedge
positions reported in first quarter earnings and no amounts were excluded from
the measure of effectiveness reported in first quarter earnings.
As of March 31, 2001, the Company had cash flow hedges that had current
period increases of less than $0.1, which is expected to be reclassified to
earnings over the next twelve month period ending March 31, 2002. The actual
amounts that will be reclassified to earnings over the next twelve months will
vary from this amount as a result of changes in market conditions. No amounts
were reclassified to earnings during the first quarter in connection with
forecasted transactions that were no longer considered probable of occurring.
At March 31, 2001, the maximum term of derivative instruments that hedge
forecasted transactions was one month.
HEDGES OF RECOGNIZED ASSETS, LIABILITIES AND FIRM COMMITMENTS
The ineffective portion of changes in fair values of hedge positions,
reported in first quarter earnings, amounted to $0.2, before income taxes. These
amounts were reported in "operating income." There were no amounts excluded from
the measure of effectiveness.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000
Sales and revenues for the first quarter of 2001 were $1,186.0 million, a
decrease of $24.0 million or 2.0% (an increase of $0.6 million or 0.1% in
constant currencies) over same period sales for 2000. The decrease is primarily
attributable to the scheduled wind down of certain Defense contracts partially
offset by acquisitions made in 2000. Net income for the first quarter of 2001
was $59.1 million, or $0.65 per diluted share, an increase of $7.8 million, or
$0.08 per diluted share, from the comparable period last year. The increase in
net income was attributable to higher operating margins and a reduced effective
tax rate partially offset by increased interest expense.
Operating income for the first quarter of 2001 was $111.4 million compared
to $100.0 million for the first quarter of 2000, an increase of $11.4 million or
11.4%. Segment operating margin for the first quarter of 2001 of 10.5% was 0.9
percentage points higher than the margins for the same period in 2000. These
increases are due to cost control actions put in place in the fourth quarter of
2000 to address the U.S. economic slowdown.
Interest expense (net of interest income of $2.1 million) for the first
quarter of 2001 increased $1.5 million on higher average debt levels, primarily
due to the acquisitions made in 2000.
The effective income tax rate for the first quarter of 2001 was 35%
compared to the rate of 37% for the first quarter of 2000. The decrease in the
effective tax rate is due to several initiatives taken in 2000 to reduce the
structural rate.
Business Segments -- sales and revenues, operating income and total assets
of the Company's business segments for the three months ended March 31, 2001 and
2000 were as follows (in millions):
PUMPS & DEFENSE CONNECTORS CORPORATE,
THREE MONTHS ENDED COMPLEMENTARY PRODUCTS & SPECIALTY & ELIMINATIONS &
MARCH 31, 2001 PRODUCTS SERVICES PRODUCTS SWITCHES OTHER TOTAL
- ------------------ ------------- ---------- --------- ---------- --------------- --------
Sales & Revenues............................ $ 430.1 $303.0 $257.9 $196.5 $ (1.5) $1,186.0
Operating income............................ 44.5 22.5 33.6 24.5 (13.7) 111.4
Total Assets................................ 1,604.1 841.2 727.0 750.4 679.3 4,602.0
THREE MONTHS ENDED
MARCH 31, 2000
- ------------------
Sales & Revenues............................ $ 435.7 $342.5 $265.0 $167.7 $ (0.9) $1,210.0
Operating income............................ 42.1 21.4 36.0 17.1 (16.6) 100.0
Total Assets................................ 1,658.3 828.4 724.2 476.2 741.7 4,428.8
Pumps & Complementary Products' sales and revenues decreased $5.6 million
in the first quarter of 2001 as higher volume in water and wastewater markets
was more than offset by the impact of foreign exchange rates and continued
softness in industrial markets. Operating income for the first quarter of 2001
was up $2.4 million on the favorable impacts of changes in product mix, process
improvements, and cost reduction initiatives.
Defense Products & Services' sales and revenues for the first quarter of
2001 decreased $39.5 million from last year. This is primarily the result of the
wind down of certain large contracts. Operating income for the first quarter of
2001 was up $1.1 million due to margin improvements and new, higher margin
contract wins offset by the absence of a gain recorded on the sale of assets
made in the prior year.
Specialty Products' sales for the first quarter of 2001 decreased $7.1
million compared to the same period of 2000. The decrease is primarily due to
the impact of foreign exchange rates. Market share gains in Europe offset
continued softness in the North American automobile and leisure marine markets.
Operating income
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was down $2.4 million due to startup costs associated with new platform wins,
lower volume and inefficiencies resulting from production swings primarily in
the U.S. automotive market.
Connectors & Switches' sales and revenues increased $28.8 million in the
first quarter of 2001 compared with last year primarily due to acquisitions
completed in 2000 of C&K Components, Inc. and Man-Machine Interface, which
contributed an additional $34.0 million to sales, and organic growth in the
industrial and transportation markets. These increases were partially offset by
a downturn in the communications market and the negative impact of foreign
exchange rates. Operating income for the first quarter of 2001 was up $7.4
million over the prior year due to increased volume, greater contribution from
new products with higher margins and benefits from cost control measures taken
to address the communications market downturn.
Corporate expenses were down due to cost reduction efforts, as well as the
absence of certain accruals recorded in the first quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS: Cash from operating activities in the first three months of
2001 increased $61.7 million from the same period of 2000. The increase is
largely attributable to better working capital management, higher cash earnings,
and the liquidation of several assets partially offset by higher estimated tax
payments.
DIVESTITURES: During the first three months of 2001, the Company generated
$0.6 million of cash proceeds from the sale of plant, property and equipment
across all of our businesses. In the first quarter of 2000, the Company sold the
net assets of GaAsTEK, a business in the Defense Products and Services segment,
for $28.3 million. The remaining $7.5 million of proceeds from the sale of
assets for 2000 were related to the sale of plant, property, and equipment.
DEBT AND CREDIT FACILITIES: External debt at March 31, 2001 was $1,110.1
million, compared with $1,038.3 million at December 31, 2000. Cash and cash
equivalents were $108.4 million at March 31, 2001, compared to $88.7 million at
year-end 2000. As of March 31, 2001, the maximum borrowing available under the
Company's revolving credit agreement, which provides back-up for the Company's
commercial paper program, was $1.0 billion. This agreement expires in November
2005.
FORWARD-LOOKING STATEMENTS
Certain material presented herein consists of forward-looking statements
which involve known and unknown risks, uncertainties and other important factors
that could cause actual results to differ materially from those expressed in or
implied from such forward-looking statements. Such factors include general
economic conditions, foreign currency exchange rates, competition and other
factors all as more thoroughly set forth in Item 1. Business and Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Forward-Looking Statements in the ITT Industries, Inc. Form 10-K
Annual Report for the fiscal year ended December 31, 2000 and other of its
filings with the Securities and Exchange Commission, to which reference is
hereby made.
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PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Form 10-K Annual Report for the fiscal year ended
December 31, 2000 filed by ITT Industries. The third full paragraph under Item
3. Legal Proceedings therein, concerning insurance coverage relating to
environmental matters, is hereby deleted and replaced in its entirety with the
following:
"In a suit filed several years ago by ITT Industries in the California
Superior Court, Los Angeles County, ITT Corporation, et al. v. Pacific
Indemnity Corporation et al. against its insurers, ITT Industries is
seeking recovery of costs it incurred in connection with the Glendale
case and other environmental matters. In April 1999, the California
Superior Court granted partial summary judgment under California law,
dismissing certain claims in the California action. The California Court
of Appeals accepted ITT Industries' petition for review of the
California Superior Court's order and in March 2001, dismissed the
petition without prejudice, allowing ITT Industries to reassert two of
its arguments in the California Superior Court. ITT Industries plans to
reassert those arguments in the California Superior Court in the spring
of 2001. In April 1999, ITT Industries initiated a new coverage action
in New Jersey, ITT Industries, Inc. et al. v. Federal Ins. Co. et al.
(Middlesex County, No. L-1919-99), involving new environmental insurance
claims as well as claims pending but dormant before the Court in
California. ITT Industries' insurers challenged the convenience of New
Jersey as the forum for this action. In its ruling on the motion, the
Court dismissed the non-New Jersey claims, deferred action on certain
New Jersey claims and retained jurisdiction over one New Jersey claim.
ITT Industries has negotiated settlements with certain defendant
insurance companies, is engaged in negotiations with others, and is
prepared to pursue its legal remedies where reasonable negotiations are
not productive."
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See the Exhibit Index for a list of exhibits filed herewith.
(b) ITT Industries did not file any Form 8-K Current Reports during the
quarter for which this Report is filed.
SIGNATURE
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.
ITT INDUSTRIES, INC.
(Registrant)
By: /s/ EDWARD W. WILLIAMS
------------------------------------
Edward W. Williams
Vice President and Corporate
Controller
(Principal accounting officer)
May 11, 2001
(Date)
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION LOCATION
- ------- ----------- --------
(2) Plan of acquisition, reorganization, arrangement, None
liquidation or Succession
(3) Articles of Incorporation and by-laws None
(4) Instruments defining the rights of security holders, None
including Indentures
(10) Material contracts None
(11) Statement re: computation of per share earnings See Note 5 of Notes
to Consolidated
Condensed Financial
Statements
(15) Letter re: unaudited interim financial information None
(18) Letter re: change in accounting principles None
(19) Report furnished to security holders None
(22) Published report regarding matters submitted to vote of None
security holders
(23) Consents of experts and counsel None
(24) Power of attorney None
(99) Additional Exhibits None
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