INTERNATIONAL RECTIFIER CORP /DE/
10-Q, 2000-11-14
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>



                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 SEPTEMBER 30, 2000

                                       OR

 / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                   TO
                              -------------------   ----------------------------

COMMISSION FILE  NO. 1-7935


                       INTERNATIONAL RECTIFIER CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                DELAWARE                            95-1528961
  -------------------------------         ----------------------------
  (STATE OR OTHER JURISDICTION OF         (IRS EMPLOYER IDENTIFICATION
  INCORPORATION OR ORGANIZATION)                   NUMBER)

         233 KANSAS STREET
         EL SEGUNDO, CALIFORNIA                       90245
  -------------------------------         ----------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (310) 726-8000

                                    NO CHANGE
              ----------------------------------------------------
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO

THERE WERE 61,973,255 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE
$1.00 PER SHARE, OUTSTANDING ON NOVEMBER 13, 2000.


                                 Page 1 of 24


<PAGE>




                                TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                     REFERENCE
                                                                                     ---------
<S>                                                                                 <C>
         ITEM 1.  FINANCIAL STATEMENTS
                           Unaudited Consolidated Statement of
                              Income for the Three-Month Periods
                              Ended September 30, 2000 and 1999                          3

                           Unaudited Consolidated Statement of Comprehensive
                              Income for the Three-Month Periods
                              Ended September 30, 2000 and 1999                          4

                           Unaudited Consolidated Balance Sheet as of September
                              30, 2000 and June 30, 2000 (audited)                       5

                           Unaudited Consolidated Statement of
                              Cash Flows for the Three-Month
                              Periods Ended September 30, 2000
                              and 1999                                                   6

                           Notes to Unaudited Consolidated
                              Financial Statements                                       7

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND RESULTS
                              OF OPERATIONS                                             16

         ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                              ABOUT MARKET RISK                                         22


PART II. OTHER INFORMATION


ITEM 4.  EXHIBITS                                                                       23

</TABLE>

                                 Page 2 of 24



<PAGE>



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

              INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
                   UNAUDITED CONSOLIDATED STATEMENT OF INCOME
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                             SEPTEMBER 30
                                                    --------------------------
                                                        2000          1999
                                                    -----------   ------------
<S>                                               <C>            <C>
Revenues                                              $ 249,435   $ 152,239
Cost of sales                                           150,732     104,020
                                                      ---------   ---------
         Gross profit                                    98,703      48,219

Selling and administrative expense                       33,787      26,656
Research and development expense                         14,951      10,596
                                                      ---------   ---------
         Operating profit                                49,965      10,967

Other income (expense):
         Net interest income (expense)                    5,891      (3,425)
Other, net                                                  260        --
                                                      ---------   ---------
         Income before income taxes                      56,116       7,542
Provision for income taxes                               14,029       2,413
                                                      ---------   ---------
Net income                                            $  42,087   $   5,129
                                                      =========   =========

Net income per common share - Basic:                  $    0.68   $    0.10
                                                      =========   =========

Net income per common share - Diluted:                $    0.63   $    0.10
                                                      =========   =========

Average common shares outstanding - Basic                61,831      51,928
                                                      =========   =========

Average common shares and potentially dilutive
    securities outstanding - Diluted                     66,661      53,096
                                                      =========   =========

</TABLE>

The accompanying notes are an integral part of this statement.


                                 Page 3 of 24


<PAGE>




              INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                               ----------------------------
                                                                   2000            1999
                                                               -----------     ------------

<S>                                                            <C>            <C>
Net income                                                         $ 42,087    $  5,129
                                                                   --------    --------

Other comprehensive income (loss), net of
         tax effect of $637 and $(799) respectively:
              Foreign currency translation adjustments               (3,946)      1,698

Unrealized gains on securities:
              Unrealized holding gains arising during                 2,035          --
                 the period                                        --------    --------

Other comprehensive income (loss)                                  $ (1,911)   $  1,698
                                                                   --------    --------

Comprehensive income                                               $ 40,176    $  6,827
                                                                   ========    ========

</TABLE>


The accompanying notes are an integral part of this statement.


                                 Page 4 of 24

<PAGE>




              INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,
                                                                   2000           JUNE 30,
                                                               (UNAUDITED)         2000
                                                             ----------------     --------
<S>                                                        <C>                <C>
ASSETS
Current assets:
         Cash and cash equivalents                             $    654,484   $    196,406
         Short-term investments                                     158,836         57,930
         Trade accounts receivable, net                             190,661        180,349
         Inventories                                                118,150        117,974
         Deferred income taxes                                       22,535         21,953
         Prepaid expenses and other receivables                      29,428         17,011
                  Total current assets                            1,174,094        591,623
Property, plant and equipment, net                                  405,120        390,787
Other assets                                                         65,045         43,560
                                                               ------------   ------------
                  Total assets                                 $  1,644,259   $  1,025,970
                                                               ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
         Bank loans                                            $     12,070   $     12,089
                  Long-term debt, due within one year                 1,836          1,984
         Accounts payable                                            89,020         85,580
         Accrued salaries, wages and commissions                     19,476         17,757
         Other accrued expenses                                      46,792         32,750
                                                               ------------   ------------
                  Total current liabilities                         169,194        150,160

Long-term debt, less current maturities                             553,703          4,589
Other long-term liabilities                                           7,042          8,486
Deferred income taxes                                                20,989         18,669

Stockholders' equity:
         Common stock                                                61,951         61,594
         Capital contributed in excess of par value                 635,850        627,118
         Retained earnings                                          203,292        161,205
         Accumulated other comprehensive loss                        (7,762)         (5,851)
                                                               ------------   ------------
                  Total stockholders' equity                        893,331        844,066
                                                               ------------   ------------

                  Total liabilities and stockholders'          $  1,644,259   $  1,025,970
                        equity                                 ============   ============

</TABLE>

The accompanying notes are an integral part of this statement.


                                 Page 5 of 24


<PAGE>




              INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                      SEPTEMBER 30,
                                                              -------------------------
                                                                 2000            1999
                                                              ----------     ----------
<S>                                                          <C>          <C>
Cash flow from operating activities:
Net income (loss)                                             $   42,087    $    5,129
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
         Depreciation and amortization                            14,847        13,147
         Deferred income                                            (150)         (150)
         Deferred income taxes                                     1,888            (6)
         Deferred compensation                                      --               4
         Change in working capital                                (6,082)       (4,488)
                                                              ----------     ----------
Net cash provided by operating activities                         52,590        13,636
                                                              ----------     ----------

Cash flow from investing activities:
         Additions to property, plant and equipment              (27,018)       (16,271)
         Proceeds from sale of property, plant & equipment           713          --
         Purchase of short-term investments                     (100,924)       (3,000)
         Proceeds from sale of short-term investments               --           8,900
         Change in other  investing activities                    (1,862)       (1,085)
                                                              ----------     ----------
Net cash used in investing activities                           (129,091)       (11,456)
                                                              ----------     ----------

Cash flow from financing activities:
         Net proceeds (repayments) of short-term bank debt           863        (3,400)
         Proceeds from issuance of convertible debt, net         529,964          (122)
         Payments on long-term debt and obligations
                  under capital leases                            (1,118)       (2,549)
         Proceeds from exercise of stock options                   9,088         3,287
         Other, net                                               (3,810)       (3,810)
                                                              ----------    ----------
Net cash provided by (used in) financing activities              534,987        (6,594)
                                                              ----------    ----------

Effect of exchange rate changes on cash and
  cash equivalents                                                  (408)          478
                                                              ----------    ----------

Net increase in cash and cash equivalents                        458,078        (3,936)

Cash and cash equivalents, beginning of period                   196,406        31,497
                                                              ----------    ----------

Cash and cash equivalents, end of period                      $  654,484    $   27,561
                                                              ==========    ==========

</TABLE>

The accompanying notes are an integral part of this statement.


                                 Page 6 of 24
<PAGE>

              INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       The consolidated financial statements include the accounts of the Company
       and all of its majority-owned subsidiaries, which are located in North
       America, Europe, Mexico, Japan, India and Southeast Asia. All significant
       intercompany transactions, balances and profits have been eliminated in
       consolidation.

       The consolidated financial statements included herein are unaudited;
       however, they contain all normal recurring adjustments which, in the
       opinion of management, are necessary to present fairly the consolidated
       financial position of the Company at September 30, 2000 and the
       consolidated results of operations and cash flows for the three-month
       periods ended September 30, 2000 and 1999. It should be understood that
       accounting measurements at interim dates inherently involve greater
       reliance on estimates than at year-end. The results of operations for the
       three-month period ended September 30, 2000 are not necessarily
       indicative of the results to be expected for the full year.

       The accompanying unaudited consolidated financial statements should be
       read in conjunction with the Annual Report on Form 10-K for the fiscal
       year ended June 30, 2000.

       The Company operates on a fiscal calendar under which the three months
       ended September 30, 2000 and 1999 consisted of 13 weeks each.


2.     NET INCOME PER COMMON SHARE

       Net income per common share - Basic is computed by dividing net income
       available to common shareholders (the numerator) by the weighted average
       number of common shares outstanding (the denominator) during the period.
       The computation of net income per common share - Diluted is similar to
       the computation of net income per common share - Basic except that the
       denominator is increased to include the number of additional common
       shares, such as options, that would have been outstanding using the
       treasury stock method for the exercise of options. The Company's use of
       the treasury stock method also reduces the gross number of dilutive
       shares by the number of shares purchasable from the proceeds of the
       options assumed to be exercised.

       The following table provides a reconciliation of the numerator and
       denominator of the Basic and Diluted per-share computations for the
       three-month periods ended September 30, 2000 and 1999 (in thousands
       except per share amounts):


                                 Page 7 of 24

<PAGE>



2.     NET INCOME PER COMMON SHARE (CON'T)
<TABLE>
<CAPTION>
                                                                  Net Income                 Shares          Per Share
                                                                 (Numerator)              (Denominator)       Amount
                                                                 -----------              -------------      ---------
<S>                                                          <C>                       <C>                  <C>
Three Months ended September 30, 2000
   Net income per common share - Basic                              $ 42,087               61,831               $ 0.68
      Effect of dilutive securities:
         Stock options................................                  --                  4,830                (0.05)
                                                                 -----------              -------------      ---------

   Net income per common share - Diluted                            $ 42,087               66,661               $0.63
                                                                 ===========              =============      =========

<CAPTION>
                                                                  Net Income                 Shares          Per Share
                                                                 (Numerator)              (Denominator)       Amount
                                                                 -----------              -------------      ---------
<S>                                                          <C>                       <C>                  <C>
Three Months ended September 30, 1999
   Net income per common share - Basic                              $ 5,129                51,928                $0.10
      Effect of dilutive securities:
         Stock options................................                 --                   1,168                 --
                                                                 -----------              -------------      ---------
   Net income per common share - Diluted                            $ 5,129                53,096                $0.10
                                                                 ===========              =============      =========
</TABLE>


3.     CASH AND CASH EQUIVALENTS

       The Company considers all highly liquid investments with maturities of
       three months or less to be classified as cash equivalents. The cost of
       these investments approximates fair value.


4.     INVESTMENTS

       The Company considers all investments, besides cash and cash equivalents,
       with maturities up to 15 months or less to be available-for-sale under
       the Statement of Financial Accounting Standards No. ("SFAS") 115,
       "Accounting for Certain Investments in Debt and Equity Securities", which
       are reported in the balance sheet as short-term investments at their fair
       market value.

       Available-for-Sale Securities as of September 30, 2000:

       SHORT-TERM INVESTMENTS:
<TABLE>
<CAPTION>
                                                                                     Gross             Gross
                                                                   Amortized       Unrealized        Unrealized       Market
                                                                     Cost             Gain              Loss          Value
                                                                 -------------- ----------------- ----------------- -----------
<S>                                                            <C>              <C>               <C>               <C>
      Corporate Debt                                                    97,740                34              (48)      97,726
      U.S. Government and Agency Obligations                            13,157                10               (5)      13,162
      Mortgage and asset backed obligations                              4,939                13                 -       4,952
      Other Debt                                                        42,994                 4               (2)      42,996
                                                                 -------------- ----------------- ----------------- -----------
                                                                       158,831                61              (55)     158,836
                                                                 ============== ================= ================= ===========

</TABLE>


                                 Page 8 of 24


<PAGE>




       LONG-TERM INVESTMENTS:
<TABLE>
<CAPTION>
                                                                                     Gross             Gross
                                                                  Amortized        Unrealized        Unrealized       Market
                                                                     Cost             Gain              Loss          Value
                                                                --------------- ----------------- ----------------- -----------
<S>                                                           <C>              <C>                <C>               <C>
      Equity Securities                                             7,776             280                -            8,056
                                                                =============== ================= ================= ===========

</TABLE>

5.     INVENTORIES

       Inventories are stated at the lower of cost (principally first-in,
       first-out) or market. Inventories at September 30, 2000 and June 30, 2000
       (audited) were comprised of the following (in thousands):

<TABLE>
<CAPTION>
                                          SEPTEMBER 30, 2000       JUNE 30, 2000
                                          ------------------       -------------
<S>                                       <C>                     <C>
              Raw materials                   $     23,488         $      18,296
              Work-in-process                       54,726                59,654
              Finished goods                        39,936                40,024
                                              ------------         -------------
                                              $    118,150         $     117,974
                                              ============         =============

</TABLE>


                                 Page 9 of 24
<PAGE>



6.     BANK LOANS AND LONG-TERM DEBT

       A summary of the Company's long-term debt and other loans at September
       30, 2000 and June 30, 2000 (audited) is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                   September 30,   June 30,
                                                                        2000        2000
                                                                   -------------  ---------
<S>                                                                <C>            <C>

Convertible subordinated notes at 4.25% due 2007                       $550,000   $   --

Capitalized lease obligations payable in varying monthly
    installments primarily at rates from 6.3% to 12%,
    due in 2002 though 2004                                               4,155      4,406

Foreign bank loans collateralized by property and/or
    equipment, payable in varying monthly installments                      134        233
    at 10.8%, due in 2004
Foreign unsecured bank loans payable in varying monthly
    installments at rates from 4.3% to 8.4%, due in 2001
    through 2006                                                          1,250      1,934
                                                                        --------   --------

Debt, including current portion of long-term debt ($1,836
    September 2000 and $1,984 June 2000,
    respectively)                                                       555,539      6,573

Foreign unsecured revolving bank loans at rates
from 1.5% to 8.5%                                                        12,070     12,089
                                                                        --------   --------

Total Debt                                                             $567,609   $ 18,662
                                                                       ========   ========

</TABLE>

         On July 13, 2000, the Company sold $550 million principal amount of
         4 1/4 % Convertible Subordinated Notes due 2007. The interest rate
         is 4 1/4% per annum on the principal amount, payable semi-annually
         in arrears in cash on January 15 and July 15 of each year, beginning
         January 15, 2001. The notes are convertible into shares of the
         Company's common stock at any time on or before July 15, 2007, at a
         conversion price of $73.935 per share, subject to adjustment if
         certain events affecting the Company's common stock occur. The notes
         are subordinated to all of the Company's existing and future senior
         indebtedness and to all debt and other liabilities of the Company's
         subsidiaries. The Company may redeem any of the notes, in whole or
         in part, on or after July 18, 2003, by giving at least 30 days
         notice at the following prices expressed as a percentage of the
         principal amount:

<TABLE>
<CAPTION>
                                                                                                        REDEMPTION
                      PERIOD                                                                               PRICE
                      ------                                                                           ------------
<S>                                                                                                    <C>
                      Beginning on July 18, 2003 and ending on July 14, 2004.........................        102.429%
                      Beginning on July 15, 2004 and ending on July 14, 2005.........................        101.821%
                      Beginning on July 15, 2005 and ending on July 14, 2006.........................        101.214%
                      Beginning on July 15, 2006 and ending on July 14, 2007.........................        100.607%

</TABLE>


                                 Page 10 of 24


<PAGE>



       The Company filed a shelf registration statement with the SEC on October
       16, 2000 covering the resale of the notes and the underlying common
       stock. The Company has agreed to use reasonable efforts to have the
       registration statement declared effective within 180 days of the date of
       filing and to use reasonable efforts to keep the shelf registration
       statement effective until either of the following has occurred:

       -      All securities covered by the registration statement have been
              sold; or
       -      The expiration of the holding period applicable with respect to
              the notes and the underlying common stock under Rule 144(k) under
              the Securities Act, or any successor provision.

       The notes and the common stock issuable upon conversion of the notes have
       not been registered under the Securities Act and are subject to certain
       restrictions on transfer.

7.     RESTRUCTURING AND SEVERANCE CHARGES

       During December 1998, the Company recorded a $14.5 million restructuring
       charge associated with plans to relocate high-volume assembly lines from
       its facility in England to its facility in Mexico to take advantage of
       labor rate savings and to centralize more of its European customer
       service and administrative activities, resulting in reductions in
       personnel. The Company has completed this operational transition. The
       charge consisted of $5.9 million for estimated severance costs associated
       with the elimination of approximately 350 positions, primarily consisting
       of operators and technicians; $6.1 million for the write-off of assets to
       be abandoned; and $2.5 million for the write-down of inventory related to
       specialty product lines. None of the assets written down, which consist
       primarily of building improvements relating to the high-volume assembly
       production lines and production information systems, remain in use and
       all of them have been abandoned. In the third quarter of fiscal 1999, the
       Company recorded a final charge of $4.2 million relating to additional
       severance costs, after appropriate notification was given to 43 remaining
       affected employees in the sales, customer service and administrative
       areas. The severance per person was larger for the third-quarter fiscal
       1999 restructuring versus the December 1998 restructuring, as the 43
       positions included in the March 1999 restructuring were primarily
       relatively highly paid employees in sales and administrative management.
       The approximately 350 positions in the December 1999 restructuring were
       primarily operators and technicians who on average have a much lower
       salary level.

       As of September 30, 2000, the Company had eliminated 344 positions, paid
       $10.1 million for termination benefits related to this program and
       recorded the asset impairment of $8.6 million.

       During June, 1999, the Company recorded an $8.3 million charge related to
       employee severance associated with the elimination of approximately 39
       positions. This included a reduction in sales and administrative
       management staff levels and the resignation of Dr. Derek B. Lidow who
       shared the responsibility of Chief Executive Officer. As of September 30,
       2000, the Company had eliminated 36 positions and paid $6.7 million in


                                 Page 11 of 24


<PAGE>


       termination benefits. The remaining unutilized severance accrual of $1.6
       million at September 30, 2000, which is classified as current, relates to
       severance payments to certain employees who were notified prior to June
       30, 2000 of the elimination of their positions.

8.     GEOGRAPHICAL INFORMATION

       The Company operates in one business segment. Revenues from unaffiliated
       customers are based on the location in which the sale originated.
       Geographic information for September 30, 2000 and 1999 is presented below
       (000's):
<TABLE>
<CAPTION>
                                                                                           THREE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                    ----------------------------------

                                                                                            2000            1999
                                                                                            ----            ----
<S>                                                                                  <C>                 <C>
   REVENUES FROM UNAFFILIATED CUSTOMERS
    Asia Pacific and Japan......................                                             $ 90,568        $51,191
    Europe......................................                                               52,190         34,322
    North America...............................                                               95,267         59,314
                                                                                    ---------------------------------
        Subtotal................................                                              238,025        144,827
    Unallocated royalties.......................                                               11,410          7,412
                                                                                    ---------------------------------
        Total...................................                                             $249,435       $152,239
                                                                                    =================================

<CAPTION>
                                                                                         SEPTEMBER 30,    JUNE 30,
                                                                                            2000            1999
                                                                                            ----            ----
<S>                                                                                  <C>                 <C>
  LONG-LIVED ASSETS
   Asia Pacific and Japan...................................                                  $10,603         $4,746
   Europe...................................................                                   41,036         43,086
   North America............................................                                  418,526        386,515
                                                                                    ---------------------------------
       Total................................................                                 $470,165       $434,347
                                                                                    =================================
</TABLE>


       One distributor accounted for 11.6% of the Company's consolidated net
       revenues in the three months ended September 30, 2000. The same
       distributor accounted for 11.1% of the Company's consolidated net
       revenues in the three months ended September 30, 1999.

9.     ENVIRONMENTAL MATTERS

       Federal, state, and local laws and regulations impose various
       restrictions and controls on the storage, use and discharge of certain
       materials, chemicals, and gases used in semiconductor manufacturing
       processes. The Company does not believe that compliance with such laws
       and regulations as now in effect will have a material adverse effect on
       the Company's results of operations, financial position or cash flows.

       However, under some of these laws and regulations, the Company could be
       held financially responsible for remedial measures if properties are
       contaminated, or if waste is sent to a landfill or recycling facility
       that becomes contaminated. Also, the Company may be subject to common law
       claims if it releases substances that damage or harm third parties. The
       Company cannot make assurances that changes in environmental laws and
       regulations will not require additional investments in capital equipment
       and the


                                 Page 12 of 24


<PAGE>


       implementation of additional compliance programs in the future
       which could have a material adverse effect on the Company's results of
       operations, financial position or cash flows, as could any failure by the
       Company to comply with environmental laws and regulations.

       The Company and Rachelle Laboratories, Inc. ("Rachelle"), a former
       operating subsidiary of the Company that discontinued operations in 1986,
       were each named a potentially responsible party ("PRP") in connection
       with the investigation by the United States Environmental Protection
       Agency ("EPA") of the disposal of allegedly hazardous substances at a
       major superfund site in Monterey Park, California ("OII Site"). Certain
       PRPs who settled certain claims with the EPA under consent decrees filed
       suit in Federal Court in May 1992 against a number of other PRPs,
       including the Company, for cost recovery and contribution under the
       provisions of the Comprehensive Environmental Response, Compensation and
       Liability Act ("CERCLA"). The Company has settled all outstanding claims
       that have arisen out of the OII Site. No claims against Rachelle have
       been settled.

       The Company also received a letter directed to Rachelle, dated July 25,
       1995 from the U.S. Department of Justice, offering to settle claims
       against Rachelle relating to the first elements of clean-up work at the
       OII Site for $4,953,148 (the final remedy assessment has not yet been
       made). The offer stated that the settlement would not cover the cost of
       any additional remedial actions required to finish the clean-up. This
       settlement offer expired by its terms on September 1, 1995. On August 7,
       1995, the Company received a Supplemental Information Request from the
       EPA directed to Rachelle, to which counsel for Rachelle responded with
       information regarding waste shipped to the OII Site. Counsel for Rachelle
       received a letter from the EPA dated September 30, 1997, requesting that
       Rachelle participate in the final remedial actions at the site, and
       counsel replied on October 21, 1997. The Company has taken the position
       that none of the wastes generated by Rachelle were hazardous. Counsel for
       Rachelle received a request from the EPA in June 2000 to update the name
       of the contact party for Rachelle designated to receive information on
       future proposed settlements. The request appears to have been sent to all
       PRPs and indicated that the EPA intends to formulate a final settlement
       offer in the near future.

       The Company cannot determine with accuracy the amount of the potential
       demand to Rachelle for the cost of the final remedy. Based upon
       information received to date, the Company believes that any demand for
       the cost of the final remedy would, if made, likely be significant,
       although it should be substantially below the demand amount for earlier
       phases of the OII Site clean-up. Any demands related to the costs for the
       final remedy would be in addition to the amount demanded for earlier
       phases of the OII Site clean-up. The Company's insurer has not accepted
       liability although it has made payments for defense costs for the lawsuit
       against the Company.

       The Company received a letter dated September 9, 1994, from the State of
       California Department of Toxic Substances Control stating that it may be
       a PRP for the deposit of hazardous substances at a facility in Whittier,
       California. In June 1995, the Company joined a group of other PRPs to
       remove contamination from the site. The group currently estimates the
       total cost of the clean-up to be between $20 million and $25 million,
       although the actual cost could be much higher. The Company estimated that
       it sent


                                 Page 13 of 24


<PAGE>


       approximately 0.1% of the waste, by weight, sent by all PRPs
       contributing to the clean-up of the site, and the Company believes the
       cost of the clean-up will be roughly allocated among PRPs by the amount
       of waste contributed. On July 31, 1999, the group proposed two settlement
       offers to the Company: one for $34,165 and the second for $68,330. The
       first settlement offer covers investigation and remediation of the site
       itself and a small area extending beyond the site. The second settlement
       offer covers this area plus all additional down gradient contamination.
       On September 14, 1999, the Company accepted the $68,330 settlement offer,
       which requires EPA acceptance, and made the required payment on September
       28, 1999. There can be no assurance, however, that the EPA will accept
       the settlement offers or what the ultimate outcome of this matter will
       be. The Company believes that, whatever the outcome, it will not have a
       material adverse effect on the Company's financial condition, results of
       operations or cash flows.

10.    INTELLECTUAL PROPERTY RIGHTS

       Most of the Company's broadest power MOSFET patents were subject to, and
       have successfully emerged from, reexamination by the United States Patent
       and Trademark Office ("PTO"). The Company's 5,130,767 patent is currently
       undergoing reexamination in the PTO. The PTO issued a decision upholding
       the patentability of all the claims of another of the Company's MOSFET
       patents, its 5,008,725 patent, and issued a Notice of Intent to Issue a
       Reexamination Certificate.

11.    LITIGATION

       The Company and certain of its directors and officers have been named as
       defendants in three class action lawsuits filed in Federal District Court
       for the Central District of California in 1991. These suits seek
       unspecified but substantial compensatory and punitive damages for alleged
       intentional and negligent misrepresentations and violations of the
       federal securities laws in connection with the public offering of the
       Company's common stock completed in April 1991 and the redemption and
       conversion in June 1991 of the Company's 9% Convertible Subordinated
       Debentures due 2010. They also allege that the Company's projections for
       growth in fiscal 1992 were materially misleading. Two of these suits also
       named the Company's underwriters, Kidder, Peabody & Co. Incorporated and
       Montgomery Securities, as defendants.

       On March 31, 1997, the Court, on the Company and the individual
       defendants' motion for summary judgment, issued the following orders: (a)
       the motion for summary judgment was granted as to claims brought under
       Sections 11 and 12(2) of the Securities Act of 1933; (b) the motion was
       denied as to claims brought under Section 10(b) of the Securities
       Exchange Act of 1934 and the Securities and Exchange Commission Rule
       10b-5; and (c) the motion was granted as to the common law claims for
       fraud and negligent misrepresentation to the extent said claims are based
       on representations contained in the offering prospectus and was denied as
       to other such claims. The Court also granted the summary judgment motion
       brought by the underwriters. The plaintiffs' motion for reconsideration
       or certification of an interlocutory appeal of these orders was denied.

       On January 28, 1998, the Court decertified the class pursuing common law
       claims for fraud and negligent misrepresentation and granted the
       defendants' motion to narrow the


                                 Page 14 of 24



<PAGE>

       shareholder class period to June 19, 1991 through October 21, 1991.
       Plaintiffs' motion for reconsideration or certification of an
       interlocutory appeal of these rulings was denied.

       On June 14, 1999, the Court approved a notice of the pendency of the
       class action and a proof of claim form for dissemination to class
       members. Such dissemination took place in June 1999. Trial is currently
       scheduled for February 6, 2001.

       Although the Company believes that the remaining claims alleged in the
       suits are without merit, the ultimate outcome cannot be presently
       determined. A substantial judgment or settlement, if any, could have a
       material adverse effect on the Company's results of operations, financial
       position or cash flows. No provision for any liability that may result
       upon adjudication of these matters has been made in the consolidated
       financial statements.

       On June 22, 2000, the Company filed suit in Federal District Court in Los
       Angeles, California against IXYS Corporation alleging infringement of
       certain of the Company's U.S. patents. The suit seeks damages and other
       relief customary in such matters. On August 17, 2000, IXYS filed an
       answer and counterclaim denying infringement and alleging patent
       invalidity and unenforceability.

12.    INCOME TAXES

       The Company's effective tax rate for the three months ended September 30,
       2000 was approximately 25%, which differs from the U.S. federal statutory
       tax rate of 35%. The lower effective tax rate reflects foreign tax
       credits, research and development credits, state tax credits, and lower
       valuation allowances, partially offset by higher statutory tax rates in
       certain foreign jurisdictions and foreign jurisdiction losses without
       foreign tax benefit.

       The Company's effective tax rate for the three months ended September 30,
       1999 was approximately 32%, which differs from the U.S. federal statutory
       tax rate of 35%. The lower effective tax rate is due primarily to lower
       valuation allowances, the benefit of foreign tax and research and
       development credits, which are partially offset by higher statutory tax
       rates and foreign jurisdiction losses without foreign tax benefit.

13.    SUBSEQUENT EVENT

       In November 2000, the Company entered into a three-year syndicated
       multi-currency revolving credit facility with BNP Paribas in New York,
       and seven other banks, which will provide a credit line of $150
       million. The Credit Agreement will allow borrowing by the Company's
       foreign subsidiaries, and provide funding for the Company's general
       corporate purposes. The facility bears interest at (i) local currency
       rates plus (ii) a margin of between 0.25% and 1.125% for Base Rate
       Advances and a margin of between 1.25% and 2.125% for Eurocurrency
       Rate Advances. Other advances bear interest as set forth in the Credit
       Agreement. The facility also contains certain financial and other
       covenants. The Company has agreed to pledge as security certain shares
       of certain of its subsidiaries of the Company.

                                 Page 15 of 24
<PAGE>




ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2000
COMPARED WITH THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1999

The following table sets forth certain items as a percentage of revenues.

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                                SEPTEMBER 30,
                                                (UNAUDITED)
                                       ---------------------------
                                           2000           1999
                                       ------------   ------------
<S>                                    <C>           <C>

Revenues                                    100.0%         100.0%
Cost of sales                                60.4           68.3
                                          -------        -------
Gross profit                                 39.6           31.7
Selling and administrative expense           13.6           17.5
Research and development expense              6.0            7.0
                                          -------        -------
Operating profit (loss)                      20.0            7.2
Net interest income (expense)                 2.4           (2.2)
Other income, net                             0.1            0.0
                                          -------        -------

Income before income taxes,                  22.5            5.0
Provision for income taxes                    5.6            1.6
                                          -------        -------
Net income                                   16.9%           3.4%
                                          =======        =======

</TABLE>

Revenues for the three-month period ended September 30, 2000 increased 63.9% to
$249.4 million from $152.2 million in the year-ago period. Revenues for our new
proprietary products (Power Integrated Circuits, Advanced Circuit Devices, and
Power Systems) led the year-to-year growth in revenue. Revenues for these
products increased 142% year-to-year and accounted for 30% of revenue for the
current quarter. Revenues in the current quarter period included $11.4 million
of net patent royalties, versus $7.4 million in the comparable prior-year
period, reflecting a number of new license agreements and higher shipments of
products covered under existing license agreements.

Product sales by region are based on the location of the customer's
production. For the three months ended September 30, 2000, product sales by
region were approximately 37% from North America, 22% from Europe, 31% from
Asia Pacific, and 10% from Japan, compared to 37%, 25%, 31% and 8%,
respectively, in the prior-year quarter. North American and European sales
increased by 64% and 48%, respectively, over the prior-year quarter largely
due to growth in the automotive and information technology sectors. Asia
Pacific sales grew 65% in the prior year quarter. Such growth was largely due
to the information technology sector. Japan sales increased 117% for the same
time period as a result of growth in the industrial and information
technology sectors.

In the three-month period ended September 30, 2000, gross profit increased to
$98.7 million (39.6% of revenues) from $48.2 million (31.7% of revenues) in the
comparable year-ago


                                 Page 16 of 24


<PAGE>

quarter. The gross margin increase reflected the richer mix of more
proprietary products, cost reductions and higher royalties.

In the three-month period ended September 30, 2000, selling and administrative
expense was $33.8 million (13.6% of revenues) compared to $26.7 million for
fiscal quarter 1999 (17.5% of revenues). A reduction in the ratio of selling and
administrative expense to revenues reflects the results of ongoing initiatives
to increase the productivity of selling and administrative activities and the
benefit of restructuring programs. Selling and administrative expenses as a
percentage of revenues are expected to decrease with rising sales and continuing
cost containment over the near term.

In the three-month period ended September 30, 2000, our research and development
expenditures grew to $15.0 million (6.0% of revenues), compared to $10.6 million
(7.0% of revenues) in the comparable prior-year periods. We expect research and
development expenditures to average approximately 6% to 7% of revenue through
the end of this fiscal year.

With respect to current-quarter activity related to restructuring and severance
charges taken in prior periods, refer to the "Notes to unaudited consolidated
Financial Statements - Note 7. Restructuring and Severance Charges."

Net interest income increased by $9.3 million in the three-month period ended
September 30, 2000 compared to the prior-year period. The current quarter
increase in net interest income compared to prior-year quarter resulted from
interest income generated from our additional cash and short-term investments
due to proceeds from our July convertible debt offering of $550 million and our
common stock offering in March 2000.

Net foreign currency gains and losses were less than $1.0 million in each
three-month period.

Our effective tax rate for the three months ended September 30, 2000 was
approximately 25%, which differs from the U.S. federal statutory tax rate of
35%. The lower effective tax rate reflects foreign tax credits, research and
development credits, state tax credits, and lower valuation allowances, which
are partially offset by higher statutory tax rates in certain foreign
jurisdictions and foreign jurisdiction losses without foreign tax benefit.

Our effective tax rate for the three months ended September 30, 1999 was
approximately 32%, which differs from the U.S. federal statutory tax rate of
35%. The lower effective tax rate was due primarily to lower valuation
allowances, the benefit of foreign tax and research and development credits,
partially offset by higher statutory tax rates and foreign jurisdiction
losses without foreign tax benefit.

SEASONALITY

We experience moderate seasonality in our business. In the last two years it has
been difficult to isolate seasonality due to our high growth rate. In such
periods, the Company's rapid growth has largely overridden the traditional
slowdown associated with the summer-time vacation period. Recent historical
averages are not necessarily indicative of future results.

                                 Page 17 of 24


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2000, we had cash and cash equivalent balances of $654.5
million and short-term investments of $158.8 million. Our short-term investment
portfolio consists of fixed-income, investment-grade securities with maturities
of no more than 15 months.

During the three-month period ended September 30, 2000, operating activities
generated cash flow of $52.6 million compared to $13.6 million in the
prior-year quarter. Working capital increased by $6.1 million in the quarter
as a result of our revenue growth, and, in addition, we showed improvements
in working capital management. Days of sales outstanding declined by 9 days
compared to the year-ago quarter and inventories dropped by three weeks.

The Company invested $100.9 million in short-term investments and $27.0 million
in capital equipment in the current quarter. Investing activities totaled $129.1
million in this period. At September 30, 2000, we had made purchase commitments
for capital expenditures of approximately $10.1 million. Based on current market
conditions and assumptions, our plan for fiscal 2000 capital expenditures is
approximately $125 million, principally for fabrication and assembly capacity to
meet market demand. We intend to fund capital expenditures and working capital
requirements, through cash and cash equivalents on hand and anticipated cash
flow from operations. Although we believe that our current funding will be
sufficient for normal operating activities, we may also consider the use of
funds from other external sources, including, but not limited to, public or
private offerings of debt or equity.

Financing activities during the quarter generated $535.0 million. On July 13,
2000, we successfully completed a $550 million convertible subordinated notes
offering that generated net proceeds to us of $530 million (net of underwriting
commissions and transaction costs). As of September 30, 2000, we had equipment
and foreign credit facilities of $20.9 million, against which $17.6 million had
been borrowed. For additional information on current financing activities, refer
to the "Notes to Unaudited Consolidated Financial Statements - Note 13.
Subsequent Event."

At September 30, 2000 our cash, cash equivalents, short-term investments and our
unused credit facilities totaled $816.7 million.

Three class action lawsuits have been brought against IR and its Board of
Directors. See "Note 11. Litigation" for further information. Although we
believe that these class action lawsuits are without merit, the ultimate outcome
and the related effect on liquidity thereof cannot be presently determined.
Accordingly, we have not made provision for liability, if any, that may result
upon adjudication of these matters. For the possible effects of environmental
matters on liquidity, see "Notes to Unaudited consolidated financial statements
- Note 9. Environmental Matters."

IMPACT OF THE INTRODUCTION OF THE EURODOLLAR

On January 1, 1999, eleven member states of the European Union established fixed
conversion rates between their existing national currency and a common currency,
the "euro." Until January 1, 2002, either the euro or the participating
country's present currency


                                Page 18 of 24


<PAGE>

will be accepted in non-cash transactions. On January 1, 2002,
euro-denominated bills and coins will be issued and the participating
country's present currency will be gradually withdrawn during a period of
dual circulation of not to exceed three months.

We have initiated an internal analysis to determine the effects of the January
1, 2002 conversion. The current assessment includes the potential impact of the
technical challenges to adapt information technology and other systems to
accommodate euro-denominated transactions, the impact on currency exchange rate
risk and currency exchange costs, and the impact on existing contracts.

Based on currently available information, management does not believe that the
euro conversion will have a material adverse impact on our business or financial
condition. We will continue to evaluate the impact of the euro conversion.

RISK MANAGEMENT

At the end of June 2000, some equipment in one of our wafer fabrication lines
was damaged due to a contractor error. While our facility continues to
operate normally, an inspection is underway to gauge any potential effects on
the equipment and to ensure that any remediation is performed. While we have
experienced no material adverse effect and believe any material losses would
be covered by our insurance, there can be no assurance that the matter would
not have a material and adverse effect on our business, results of operations
or cash flows.

RESTRUCTURING AND SEVERANCE CHARGES

During December 1998, we recorded a $14.5 million restructuring charge
associated with plans to relocate high-volume assembly lines from our facility
in England to our facility in Mexico to take advantage of labor rate savings and
to centralize more of our European customer service and administrative
activities, resulting in reductions in personnel. We have completed this
operational transition. The charge consisted of $5.9 million for estimated
severance costs associated with the elimination of approximately 350 positions,
primarily consisting of operators and technicians; $6.1 million for the
write-off of assets to be abandoned; and $2.5 million for the write-down of
inventory related to specialty product lines. None of the assets written down,
which consist primarily of building improvements relating to the high-volume
assembly production lines and production information systems, remain in use and
all of them have been abandoned. In the third quarter of fiscal 1999, we
recorded a final charge of $4.2 million relating to additional severance costs
after appropriate notification was given to 43 remaining affected employees in
the sales, customer service and administrative areas. The severance per person
was larger for the third-quarter fiscal 1999 restructuring versus the December
1998 restructuring, as the 43 positions included in the March 1999 restructuring
were primarily relatively highly paid employees in sales and administrative
management. The approximately 350 positions in the December 1999 restructuring
were primarily operators and technicians who on average have a much lower salary
level.


The cost savings from the second and third fiscal 1999 quarter restructuring
activities resulted in annual savings of approximately $5 million in fiscal 2000
and are estimated to result in approximately $13 million annually thereafter.
The savings consist of lower direct


                                 Page 19 of 24

<PAGE>

labor cost, lower factory overhead (including lower depreciation expense),
lower materials costs and lower selling and administrative costs.

As of September 30, 2000, we had eliminated 344 positions, paid $10.1 million
for termination benefits related to this program and recorded the asset
impairment of $8.6 million.

During June 1999, we recorded an $8.3 million charge related to employee
severance associated with the elimination of approximately 39 positions. This
included a reduction in sales and administrative management staff levels and the
resignation of Dr. Derek B. Lidow who shared the responsibility of Chief
Executive Officer. As of September 30, 2000, we had eliminated 36 positions and
paid $6.7 million in termination benefits. The remaining unutilized severance
accrual of $1.6 million at September 30, 2000, which is classified as current,
relates to employees who were notified prior to June 30, 2000 of elimination of
their positions.

                                Page 20 of 24


<PAGE>



CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-Q Report contains some statements that are not historical facts but
are "forward-looking statements" as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements can be identified by
the use of forward-looking terminology such as "anticipate," "believe,"
"estimate," "expect," "may," "should," "view," or "will" or the negative or
other variations thereof. Such forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. Financial results are to a large extent dependent on the power
MOSFET segment of the power semiconductor industry. If market demand does not
continue to grow, revenue growth may be impacted, manufacturing capacity might
be under-utilized, capital spending might be slowed, and Company performance
might be negatively impacted. Other risks and uncertainties that could
negatively impact our results include: delays in or higher-than-anticipated
expenses associated with implementing planned cost reductions; the effectiveness
of cost controls; the impact of changes in accounting methods; the impact of
trade and export regulations and policies; the actual results of outstanding
litigation; changes in environmental laws and regulations; delays in
transferring and ramping production lines or completing customer qualifications;
the accuracy of customers' forecasts; the ability of current manufacturing
facilities to meet future operating needs; the actual effects of equipment
damage in our wafer fabrication line described in the section entitled "Risk
Management" above; product returns; changes in customers' order patterns; our
mix of product shipments; the actual growth of the portable electronics
industry; the continued rapid growth of demand for more efficient semiconductor
components and power conversion solutions; market and sector conditions that
affect our customers, licensees, and suppliers; pricing pressures; acceptance of
competitors' products; introduction, acceptance, and availability of new
products; inability to fund capital expenditures from existing credit facilities
or other external sources; the failure of suppliers and subcontractors to meet
their delivery commitments to us; unanticipated impacts on our business or
financial condition due to the euro conversion; unfavorable changes in industry
and competitive conditions; and general economic conditions in our markets
around the world.

                                 Page 21 of 24


<PAGE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are exposed to various risks, including changes in interest rates that affect
our return on investments and foreign currency rate fluctuations. We do not hold
or purchase any speculative foreign currency or interest rate contracts.

In the normal course of business, we also face risks that are either
nonfinancial or nonquantifiable. Such risks principally include country risk,
credit risk and legal risk and are not discussed or quantified in the following
analyses.

INTEREST RATE RISK
Our financial assets and liabilities that are subject to interest rate risk are
our short-term investments. As of September 30, 2000, a 10% change in interest
rates would not have had a material effect on our results of operations,
financial position or cash flows.

FOREIGN CURRENCY RISK
We conduct business in various parts of the world and in various foreign
currencies. We manage potential foreign currency exposure by entering into
forward foreign exchange contracts or other non-speculative risk management
instruments related to our foreign currency denominated receivables and payables
at certain of our international subsidiaries. The gains and losses on these
contracts are intended to offset changes in the related exposures. We do not
hedge our foreign currency exposure in a manner that would entirely eliminate
the effects of changes in foreign exchange rates on our consolidated net income.

At September 30, 2000, we evaluated the effect that near-term changes in foreign
exchange rates would have had on the fair value of our combined foreign currency
position related to our outstanding foreign currency forward exchange contracts.
If we had experienced an adverse change in foreign exchange rates of as much as
10%, the potential change in our foreign currency position would have had an
immaterial effect on the results of our operations, financial position and cash
flows.

In fiscal 2000, we derived a large portion of our revenues from sales in foreign
markets. The notional value of our foreign currency forward contracts was $38.7
million at September 30, 2000 compared to $37.4 million at June 30, 2000. The
fair market value of our foreign currency forward contracts was less than $0.1
million at September 30, 2000 and $0.5 million at June 30, 2000. Net realized
and unrealized foreign currency transaction gains and losses were less than $1.0
million in the three months ended September 30, 2000.

                                 Page 22 of 24

<PAGE>





PART II. OTHER INFORMATION

ITEM 4.  REPORTS ON FORM 8-K AND EXHIBIT

                  a)    The Company filed a report on Form 8-K on October 10,
                        2000 relating to "Other Events" regarding an agreement
                        of the parties on September 27, 2000 in the three class
                        action lawsuits filed in Fedaral District Court for the
                        Central District of California in 1991, subject to court
                        approval, to continue the trial date from October 3,
                        2000 to December 4, 2000.

                    b)  Exhibit No. 10(aj)  Credit Agreement dated as of
                                            November 2, 2000 among
                                            International Rectifier
                                            Corporation, and the initial
                                            lenders named therein, BNP Paribas,
                                            as sole arranger, administrative
                                            agent and initial issuing bank.

                        Exhibit No. 10(ak)  Form of Security Agreement, dated
                                            as of November 2, 2000, entered
                                            into by and between the grantors
                                            named therein and BNP Paribas, as
                                            agent, in connection with Credit
                                            Agreement, dated as of November 2,
                                            2000.

                    c)  Exhibit No. 12.1    Statement regarding computation
                                            of ratio of earnings to fixed
                                            charges.


                                 Page 23 of 24
<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                       INTERNATIONAL RECTIFIER CORPORATION
                       -----------------------------------
                                   REGISTRANT




November 14, 2000                           MICHAEL P. MCGEE
                                            ------------------------------
                                            Michael P. McGee
                                            Executive Vice President,
                                            Chief Financial Officer and
                                            Principal Accounting Officer


                                 Page 24 of 24


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