Harsco Corporation Reports Second Quarter Results Above Market Consensus; Revenues Increase 14% to Record $532 Million


HARRISBURG, Pa., July 17, 2001 (PRIMEZONE) -- Worldwide industrial services and products company Harsco Corporation (NYSE:HSC) today reported second quarter 2001 diluted earnings per share of $0.65 before nonrecurring costs and special charges, exceeding analysts' consensus estimates, while revenues reached a record $532 million, up 14 percent over the second quarter of 2000. Adjusting for the effects of negative foreign exchange translation, revenues would have been up approximately 17 percent. Negative foreign exchange translation also lowered pre-tax income by approximately $1.5 million, or $0.02 per share.

Income before nonrecurring costs and special charges was $25.9 million, down from net income of $28.2 million in the second quarter of 2000 but up 53 percent from the first quarter of 2001. Pre-tax net nonrecurring costs and special charges totaled $1.9 million, or $0.03 per share, principally related to reorganization actions. Including these charges, net income in the second quarter of 2001 was $24.7 million, or $0.62 per share.

For the first six months of 2001, diluted earnings per share before nonrecurring costs and special charges were $1.07 and income was $42.9 million. Pre-tax net nonrecurring costs and special charges totaled $12.4 million, or $0.20 per share. Including these charges, net income for the first six months was $34.8 million, or $0.87 per share. Revenues totaled a record $1.06 billion, an increase of 15 percent. Without the negative effect of foreign exchange translation, revenues would have been up approximately 18 percent. Negative foreign exchange translation also lowered pre-tax income by approximately $3.6 million, or $.06 per share.

"We are pleased with the continuing strong performance of our international businesses and the progress made within our Infrastructure segment. Our railway track maintenance services and equipment business achieved year-over-year improvement, our domestic scaffolding and access services business continued its strong performance, and our SGB Group acquisition was accretive to results. We also benefited from stringent cost management efforts throughout all operations," said Harsco Chairman, President and Chief Executive Officer, Derek C. Hathaway.

"We further strengthened our industrial services focus during the quarter by acquiring two small but strategic scaffolding and access services operations, one in Ireland and one in the U.K., while completing the previously-planned divestitures of two non-core U.K. manufacturing operations, both part of our June 2000 acquisition of SGB. The cash generated from these and other asset sales was used for the acquisitions and for debt reduction.

"While economic and market challenges remain, we continue to expect a sequential improvement in our operating results for the second half of 2001. We remain confident that our historically strong second half cash flows will allow us to further reduce our debt levels and, coupled with the meaningful Federal Reserve interest rate cuts of the first six months of 2001, reduce interest expense as well."

Second Quarter Business Segment Review

Infrastructure -- Overall performance from the segment was strong. Operating income increased 61 percent over last year's second quarter, while sales increased 63 percent. Results benefited significantly from the inclusion of the SGB Group, which was accretive in the quarter and performed slightly ahead of plan. Patent Construction Systems continued to perform ahead of last year reflecting solid demand from the non-residential construction market, but IKG industrial grating was adversely affected by slower U.S. manufacturing activity. Harsco Track Technologies benefited from a better product mix in its sales and favorable results from cost containment efforts. Margins for the Infrastructure segment were 10.3 percent, down slightly from last year's 10.5 percent, due primarily to the industrial grating business.

Mill Services -- Strong international results offset a lower domestic performance resulting from the continuing difficulties in the North American steel industry. While sales for the segment were down $12.1 million compared with last year, $11.4 million of the decline was due to the effect of foreign exchange translation. Operating income declined approximately $3.6 million before pre-tax nonrecurring costs of $2.0 million, with approximately $1.3 million of the decline attributable to foreign exchange translation.

Margins, excluding nonrecurring costs, declined 110 basis points from 13.8 percent in last year's second quarter.

Gas and Fluid Control -- Representing the majority of the Company's manufacturing operations, sales in the segment declined by 7 percent in the quarter over last year, due to the well-publicized decline in manufacturing demand from the weak domestic economy. Operating income decreased 24 percent for the quarter while margins declined by 150 basis points.

Financial Position

Harsco gained momentum in the second quarter on its strategic objectives for cash optimization and debt reduction. During the quarter, the Company realized approximately $15 million in cash from the sale of assets, bringing its total to $18 million for the first half of the year and representing significant progress toward the $40 million target set for 2001. Also noteworthy in the quarter was a $30 million reduction in debt, which lowered the debt to capital ratio by 130 basis points, to 55.5 percent. On a comparative basis to last year, capital expenditures declined approximately 16 percent during the second quarter and 26 percent for the first half of the year, excluding SGB which was acquired in June 2000. Due in large part to seasonality, working capital increased in the first half of the year compared with year-end. This situation is expected to reverse in the second half when the Company historically generates a substantial amount of its cash flow.

EVA(r) -- Significant progress was made in the quarter toward full implementation of the Stern Stewart & Co. Economic Value Added program for financial measurement and incentive compensation. Training is underway within all operations of the company, new EVA-based financial models are being implemented, and an EVA incentive compensation plan is being evaluated to begin January 1, 2002. These efforts are expected to generate improved returns on invested capital in future quarters.

Harsco has scheduled a conference call for 2 p.m. ET this afternoon, July 17, to discuss its second quarter 2001 results and respond to questions from the investment community. The conference call will be broadcast live through the Harsco Corporation Web site at www.harsco.com and through www.streetevents.com. The call will also be available by telephone by dialing 800-633-8298, or 212-346-6501 from outside the United States. Participants are asked to dial in at least five minutes prior to the call. A replay of the call will be available via telephone from 4 p.m. ET on Tuesday, July 17 until 4 p.m. ET Saturday, July 21. The replay dial-in number is 800-633-8284, or 858-587-5842 from outside the United States. The passcode is 19195485. The replay will also be available through the Web sites noted above.

Harsco Corporation is a $2 billion worldwide industrial services and products company serving the infrastructure development, steel, railway transportation, gas and energy industries. The company employs more than 20,000 people in 40 countries. Additional information about Harsco can be found at www.harsco.com.

The nature of Harsco's operations and the many countries in which it operates subject it to changing economic, competitive, regulatory, and technological conditions, risks, and uncertainties. In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Harsco provides the following cautionary remarks regarding important factors which, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. These include statements about our management confidence and strategies for performance; expectations for new and existing products, technologies, and opportunities; and expectations for market segment and industry growth, sales, earnings, and other financial performance measures.

These factors include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including general economic conditions, particularly in the mill service, infrastructure and industrial gas markets; currency exchange rates; interest rates; and capital costs; (2) changes in governmental laws and regulations, including taxes; (3) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services, and technologies; (4) effects of unstable governments and business conditions in emerging economies; and (5) other risk factors listed from time to time in the Company's SEC reports. The Company does not intend to update this information and disclaims any legal liability to the contrary.


 Harsco Corporation
 CONSOLIDATED STATEMENT OF INCOME (Unaudited)
 
 
 (In thousands,           Three Months Ended       Six Months Ended
 except per                    June 30                 June 30
 share amounts)            2001       2000         2001        2000
 ----------------------  --------   --------    ----------   --------
 Revenues:
  Service sales (a)      $332,185   $256,328    $  657,249   $487,577
  Product sales (a)       200,027    209,248       401,175    435,453
  Other                       132        236           558        439
                         --------   --------    ----------   --------
   Total revenues         532,344    465,812     1,058,982    923,469
                         --------   --------    ----------   --------
 Costs and expenses:
  Cost of services
   sold (a)               237,635    190,453       475,278    369,547
  Cost of products
   sold (a)               160,893    165,635       329,052    349,360
  Selling, general,
   and administrative
   expenses                79,937     56,265       163,303    110,059
  Research and
   development expenses       893      1,441         1,478      3,088
  Other expense (income)        2       (650)        4,042       (276)
                         --------   --------    ----------   --------
   Total costs and
    expenses              479,360    413,144       973,153    831,778
                         --------   --------    ----------   --------
   Operating income        52,984     52,668        85,829     91,691
 
 Equity in income (loss)
  of affiliates, net          190       (588)       (2,048)      (438)
 Interest income            1,197      1,262         2,419      2,450
 Interest expense         (14,262)    (8,727)      (28,818)   (16,217)
                         --------   --------    ----------   --------
   Income before income
    taxes and minority
    interest               40,109     44,615        57,382     77,486
 
 Provision for income
  taxes                    14,038     15,615        20,084     27,120
                         --------   --------    ----------   --------
 
   Income before minority
    interest               26,071     29,000        37,298     50,366
 
 Minority interest in
  net income                1,366        769         2,452      1,933
                         --------   --------    ----------   --------
 Net income              $ 24,705   $ 28,231    $   34,846   $ 48,433
                         ========   ========    ==========   ========
 Average shares of
  common stock
  outstanding              39,828     39,964        39,818     39,989
                         --------   --------    ----------   --------
 Basic earnings per
  common share           $    .62   $    .71    $      .88   $   1.21
                         ========   ========    ==========   ========
 Diluted average shares
  of common shares
  outstanding              39,933     40,048        39,906     40,067
                         --------   --------    ----------   --------
 Diluted earnings per
  common share           $    .62   $    .70    $      .87   $   1.21
                         ========   ========    ==========   ========
 
 (a) In order to comply with Emerging Issues Task Force (EITF) Issue
     No. 00-10, all shipping and handling costs have been classified
     as cost of services sold or as cost of products sold rather than
     as reductions of sales. The income statements for the three
     months and six months ended June 30, 2000 have been reclassified
     to reflect this change. The reclassifications have no effect on
     previously reported operating income or net income for the three
     months and six months ended June 30, 2000.
 
 
 Harsco Corporation
 CONSOLIDATED BALANCE SHEET (Unaudited)
 
                                           June 30      December 31
 (In thousands)                              2001          2000
 -----------------------------           -----------    -----------
 ASSETS
 
 Current assets:
  Cash and cash equivalents              $    57,152    $    56,422
  Receivables                                436,711        413,654
  Inventories                                202,051        199,117
  Other current assets                        54,830         57,222
                                         -----------    -----------
   Total current assets                      750,744        726,415
                                         ===========    ===========
 Property, plant and
  equipment, net                             856,237        896,781
 Cost in excess of net assets
  of businesses acquired, net                354,736        369,199
 Other assets                                176,175        188,553
                                         -----------    -----------
   Total assets                          $ 2,137,892    $ 2,180,948
                                         ===========    ===========
 
 LIABILITIES
 
 Current liabilities:
  Notes payable and current maturities   $    63,513    $    62,295
  Accounts payable                           156,243        192,148
  Accrued compensation                        39,182         46,591
  Income taxes                                40,956         34,783
  Other current liabilities                  203,595        200,362
                                         -----------    -----------
   Total current liabilities                 503,489        536,179
                                         ===========    ===========
 Long-term debt                              769,287        774,450
 Deferred income taxes                        91,571         88,480
 Other liabilities                           105,734        107,660
                                         -----------    -----------
   Total liabilities                       1,470,081      1,506,769
                                         ===========    ===========
 
 SHAREHOLDERS' EQUITY
 
 Common stock and additional
  paid-in capital                            173,627        172,887
 Accumulated other comprehensive
  income (expense)                          (132,204)      (109,377)
 Retained earnings                         1,230,388      1,214,659
 Treasury stock                             (604,000)      (603,990)
                                         -----------    -----------
   Total shareholders' equity                667,811        674,179
                                         ===========    ===========
   Total liabilities and
    shareholders' equity                 $ 2,137,892    $ 2,180,948
                                         ===========    ===========
 
 Harsco Corporation
 CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
 
                            Three Months Ended     Six Months Ended
                                  June 30              June 30
 (In thousands)               2001      2000        2001      2000
 ------------------------   --------  ---------   --------  ---------
 Cash flows from
  operating activities:
 
 Net income                 $ 24,705  $  28,231   $ 34,846  $  48,433
 Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
   Depreciation               40,234     32,768     79,508     64,651
   Amortization                4,391      3,403      8,718      6,753
   Equity in (income) loss
    of affiliates, net          (190)       588      2,048        438
   Dividends or distribu-
    tions from affiliates        108        587        108        587
   Deferred income taxes      (1,020)     7,335      4,843      9,194
   Other, net                    719     (1,415)     4,615       (551)
   Changes in assets and
    liabilities, net of
    acquisitions and dis-
    positions of businesses:
     Accounts receivable      (6,095)    11,869    (32,211)     4,968
     Inventories                (912)   (12,215)    (7,087)   (18,332)
     Accounts payable           (293)     2,911    (22,072)    (4,976)
     Disbursements related
      to discontinued
      defense business          (282)      (390)      (468)      (617)
     Other assets and
      liabilities              3,694        524     (5,235)   (18,869)
                            --------  ---------   --------  ---------
  Net cash provided by
   operating activities       65,059     74,196     67,613     91,679
                            ========  =========   ========  =========
 
 Cash flows from investing
  activities:
 
 Purchases of property,
  plant and equipment        (44,241)   (38,839)   (77,850)   (78,046)
 Purchase of businesses,
  net of cash acquired        (4,880)  (254,209)    (4,880)  (263,711)
 Proceeds from sales of
  businesses                   3,650      6,002      3,650      9,745
 Proceeds from sale of
  property, plant and
  equipment                   10,888      1,609     13,923      2,402
 Other investing
  activities                      41        (21)        50        101
                            --------  ---------   --------  ---------
   Net cash (used) by
    investing activities     (34,542)  (285,458)   (65,107)  (329,509)
                            ========  =========   ========  =========
 
 Cash flows from financing
  activities:
 
 Short-term and long-term
  debt, net                  (23,454)   246,443     24,034    282,320
 Cash dividends paid on
  common stock                (9,556)    (9,387)   (19,109)   (18,808)
 Common stock issued-options     508        588        659        853
 Common stock acquired
  for treasury                    --         --        (50)    (3,768)
 Other financing activities   (1,074)    (2,366)    (2,280)    (3,114)
                            --------  ---------   --------  ---------
 
   Net cash provided (used)
    by financing activities  (33,576)   235,278      3,254    257,483
                            ========  =========   ========  =========
 Effect of exchange rate
  changes on cash             (1,156)    (1,682)    (5,030)    (2,737)
                            --------  ---------   --------  ---------
 Net increase (decrease)
  in cash and cash
  equivalents                 (4,215)    22,334        730     16,916
 
 Cash and cash equivalents
  at beginning of period      61,367     45,848     56,422     51,266
                            ========  =========   ========  =========
 Cash and cash equivalents
  at end of period          $ 57,152  $  68,182   $ 57,152  $  68,182
                            ========  =========   ========  =========
 
 
 Harsco Corporation
 REVIEW OF OPERATIONS BY SEGMENT (Unaudited)
 (In millions)
 
                    Infra-            Gas and   S3-    Gen'l   Consol-
                    struc-   Mill     Fluid   Networks Corpo-   idated
                    ture     Svcs     Control   LLC    rate     Totals
                    ======   ======   ======   =====   =====    =====
 
 Three Months Ended
   June 30, 2001
 
 Net sales to
  unaffiliated
  customers         $225.8   $185.2   $121.2    $ --    $ --    $532.2
                    ======   ======   ======   =====   =====     =====
 Operating income   $ 23.3   $ 21.6   $  8.1    $ --    $ --    $ 53.0
 Equity in income
  (loss) of
  affiliates, net      0.4       --       --    (0.2)     --       0.2
 Interest income       0.1      1.0      0.1      --      --       1.2
 Interest expense     (8.9)    (2.5)    (0.5)     --    (2.4)   (14.3)
 Income tax
  (expense)
  benefit             (6.1)    (6.1)    (2.7)    0.1     0.8    (14.0)
 Minority interest
  in net income       (0.1)    (1.3)      --      --      --     (1.4)
                    ------   ------   ------   -----   -----   ------
 Segment net income
  (loss)            $  8.7   $ 12.7   $  5.0   $(0.1)  $(1.6)  $ 24.7
                    ======   ======   ======   =====   =====   ======
 
 Three Months Ended
   June 30, 2000
 
 Net sales to
  unaffiliated
  customers (a)     $138.3   $197.3   $130.0    $  --    $ --  $465.6
                    ======   ======   ======    =====   =====  ======
 Operating income   $ 14.5   $ 27.2   $ 10.7    $  --    $0.3  $ 52.7
 Equity in income
  (loss) of
  affiliates, net       --      0.3       --    (0.9)     --     (0.6)
 Interest income       0.2      1.0       --      --      --      1.2
 Interest expense     (2.3)    (2.3)    (1.0)     --    (3.1)    (8.7)
 Income tax
 (expense)
  benefit             (4.5)    (8.7)    (3.5)    0.3     0.8    (15.6)
 Minority interest
  in net income       (0.1)    (0.7)      --      --      --     (0.8)
                    ------   ------   ------   -----   -----   ------
 Segment net income
  (loss)            $  7.8   $ 16.8   $  6.2   $(0.6)  $(2.0)  $ 28.2
                    ======   ======   ======   =====   =====   ======
 
 Six Months Ended
   June 30, 2001
 
 Net sales to
  unaffiliated
  customers        $440.9   $368.3   $249.2    $ --    $ --  $1,058.4
                   ======   ======   ======   =====   =====  ========
 Operating income
  (loss)           $ 31.5   $ 40.1   $ 14.4    $ --   $(0.2) $   85.8
 Equity in income
  (loss) of
  affiliates, net     0.8      0.1       --    (2.9)     --      (2.0)
 Interest income      0.3      2.0      0.1      --      --       2.4
 Interest expense   (18.0)    (4.7)    (0.8)     --    (5.3)    (28.8)
 Income tax
  (expense)
  benefit            (5.9)   (11.3)    (5.1)    1.0     1.2     (20.1)
 Minority interest
  in net income      (0.1)    (2.4)      --      --      --      (2.5)
                   ------   ------   ------   -----   -----  --------
 Segment net income
  (loss)           $  8.6   $ 23.8   $  8.6   $(1.9)  $(4.3) $   34.8
                   ======   ======   ======   =====   =====  ========
 
 Six Months Ended
   June 30, 2000
 
 Net sales to
  unaffiliated
  customers (a)    $262.1   $390.8   $270.1    $ --   $  --   $ 923.0
                   ======   ======   ======   =====   =====   =======
 
 Operating income
  (loss)           $ 23.3   $ 47.0   $ 21.8    $ --   $(0.5)  $  91.6
 Equity in income
  (loss) of
  affiliates, net      --      0.5       --    (0.9)     --      (0.4)
 Interest income      0.2      2.1      0.1      --      --       2.4
 Interest expense    (4.1)    (4.4)    (2.0)     --    (5.7)    (16.2)
 Income tax
  (expense)
  benefit            (6.9)   (15.4)    (7.3)    0.3     2.2     (27.1)
 Minority interest
  in net income      (0.1)    (1.8)      --      --      --      (1.9)
                   ------   ------   ------   -----   -----  --------
 Segment net income
  (loss)           $ 12.4   $ 28.0   $ 12.6   $(0.6)  $(4.0)  $  48.4
                   ======   ======   ======   =====   =====   =======
 
 (a) In order to comply with Emerging Issues Task Force (EITF) Issue
     No. 00-10, all shipping and handling costs have been classified
     as cost of services sold or as cost of products sold rather than
     as reductions of sales. The income statement for the three months
     ended June 30, 2000 has been reclassified to reflect this change.
     The reclassification has no effect on previously reported
     operating income or net income for the three months ended June
     30, 2000.
 
 
 Harsco Corporation
 REVIEW OF OPERATIONS BY SEGMENT - Addendum (Unaudited)
 (In millions)
 
                    Infra-            Gas and   S3-    Gen'l   Consol-
                    struc-   Mill     Fluid   Networks Corpo-   idated
                    ture     Svcs     Control   LLC    rate     Totals
                    ======   ======   ======   =====   =====    =====
 
 Three Months Ended
   June 30, 2001
 
 Net sales to
  unaffiliated
  customers         $225.8   $185.2   $121.2   $   --  $   --  $532.2
                    ======   ======   ======   ======  ======  ======
 Operating income
  (loss) before non-
  recurring items   $ 23.1   $ 23.6   $  8.3   $   --  $ (0.3) $ 54.7
 Non-recurring items   0.2     (2.0)    (0.2)    (0.2)    0.3    (1.9)
                    ------   ------   ------   ------  ------  ------
 Operating income     23.3     21.6      8.1       --      --  53.0(a)
 Equity in income
  (loss) of
  affiliates, net      0.4       --       --     (0.2)     --     0.2
 Interest income       0.1      1.0      0.1       --      --     1.2
 Interest expense     (8.9)    (2.5)    (0.5)      --    (2.4)  (14.3)
 Income tax
  (expense) benefit   (6.1)    (6.1)    (2.7)     0.1     0.8   (14.0)
 Minority interest
  in net income       (0.1)    (1.3)      --       --      --    (1.4)
                    ------   ------   ------   ------  ------  ------
 Segment net income
  (loss)            $  8.7   $ 12.7   $  5.0   $ (0.1) $ (1.6) $ 24.7
                    ======   ======   ======   ======  ======  ======
 
 Three Months Ended
   June 30, 2000
 
 Net sales to
  unaffiliated
  customers (b)     $138.3   $197.3   $130.0   $   --  $   --  $465.6
                    ======   ======   ======   ======  ======  ======
 
 Operating income   $ 14.5   $ 27.2   $ 10.7   $   --  $  0.3  $ 52.7
 Equity in income
  (loss) of
  affiliates, net       --      0.3       --     (0.9)     --    (0.6)
 Interest income       0.2      1.0       --       --      --     1.2
 Interest expense     (2.3)    (2.3)    (1.0)      --    (3.1)   (8.7)
 Income tax
  (expense) benefit   (4.5)    (8.7)    (3.5)     0.3     0.8   (15.6)
 Minority interest
  in net income       (0.1)    (0.7)      --       --      --    (0.8)
                    ------   ------   ------   ------  ------  ------
 Segment net income
  (loss)            $  7.8   $ 16.8   $  6.2   $ (0.6) $ (2.0) $ 28.2
                    ======   ======   ======   ======  ======  ======
 
 Six Months Ended
   June 30, 2001
 
 Net sales to
  unaffiliated
  customers         $440.9   $368.3   $249.2   $   --  $   -- $1,058.4
                    ======   ======   ======   ======  ====== ========
 
 Operating income
  (loss) before non-
  recurring items   $ 34.9   $ 44.5   $ 15.5   $   --  $  0.4  $ 95.3
 Non-recurring items  (3.4)    (4.4)    (1.1)    (2.9)   (0.6)  (12.4)
                    ------   ------   ------   ------  ------  ------
 Operating income
  (loss)              31.5     40.1     14.4       --    (0.2) 85.8(a)
 Equity in income
  (loss) of
  affiliates, net      0.8      0.1       --     (2.9)     --    (2.0)
 Interest income       0.3      2.0      0.1       --      --     2.4
 Interest expense    (18.0)    (4.7)    (0.8)      --    (5.3)  (28.8)
 Income tax
  (expense) benefit   (5.9)   (11.3)    (5.1)     1.0     1.2   (20.1)
 Minority interest
  in net income       (0.1)    (2.4)      --       --      --    (2.5)
                    ------   ------   ------   ------  ------   ------
 Segment net income
  (loss)            $  8.6   $ 23.8   $  8.6   $ (1.9) $ (4.3)  $34.8
                    ======   ======   ======   ======  ======   =====
 
 Six Months Ended
  June 30, 2001
 
 Net sales to
  unaffiliated
  customers (b)     $262.1   $390.8   $270.1   $   --  $   --  $923.0
                    ======   ======   ======   ======  ======  ======
 Operating income
  (loss)            $ 23.3   $ 47.0   $ 21.8   $   --  $ (0.5) $ 91.6
 Equity in income
  (loss) of
  affiliates, net       --      0.5       --     (0.9)     --    (0.4)
 Interest income       0.2      2.1      0.1       --      --     2.4
 Interest expense     (4.1)    (4.4)    (2.0)      --    (5.7)  (16.2)
 Income tax
  (expense) benefit   (6.9)   (15.4)    (7.3)     0.3     2.2   (27.1)
 Minority interest
  in net income       (0.1)    (1.8)      --       --      --    (1.9)
                    ------   ------   ------   ------  ------  ------
 Segment net income
  (loss)            $ 12.4   $ 28.0   $ 12.6   $ (0.6) $ (4.0) $ 48.4
                    ======   ======   ======   ======  ======  ======
 
 (a) Excludes $0.2 million of losses for S3Networks, LLC that are
     included as non-recurring items above. The $0.2 million is
     included in Equity in income (loss) of affiliates, net.
 
 (b) In order to comply with Emerging Issues Task Force (EITF) Issue
     No. 00-10, all shipping and handling costs have been classified
     as cost of services sold or as cost of products sold rather than
     as reductions of sales. The income statement for the three months
     ended June 30, 2000 has been reclassified to reflect this change.
     The reclassification has no effect on previously reported
     operating income or net income for the three months ended June
     30, 2000.


            

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