<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 19, 2000
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-2360 13-0871985
(State of Incorporation) (Commission File Number) (IRS employer
Identification No.)
ARMONK, NEW YORK 10504
(Address of principal executive offices) (Zip Code)
914-499-1900
(Registrant's telephone number)
<PAGE>
Item 5. Other Events
The registrant's press release dated July 19, 2000, regarding its financial
results for the periods ended June 30, 2000, including unaudited consolidated
financial statements for the periods ended June 30, 2000, is Attachment I of
this Form 8-K.
Attachment II of this Form 8-K revises Exhibit 99, Attachment II (Segment
Revenue and Pre-tax Income Results 1998) in Part II (Other Information) of the
company's Form 10-Q for the quarter ended March 31, 2000. This revision does not
affect the other segment information in Part II, nor does it affect Part I
(Consolidated Financial Statements and Management's Discussion and Analysis of
Results of Operations and Financial Condition) of the company's first quarter
2000 Form 10-Q. The information in Exhibit 99 of the first quarter 2000 Form
10-Q reflects changes that the company made in the organization of its business
segments and its expense allocation methodology. The revisions contained herein
relate to the effect of those changes on the following line items within the
1998 segment information for the Technology, Enterprise Systems and Total
segments: Effect of organizational changes, Effect of expense allocation
changes, and the Total net effect of reclassifications; and the resulting effect
of changes in those three line items on Pre-tax income (loss).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: July 19, 2000
By: Mark Loughridge
-------------------------------
(Mark Loughridge)
Vice President and Controller
<PAGE>
Attachment I
IBM ANNOUNCES SECOND-QUARTER 2000 RESULTS
2Q00 EPS increased 16%, excluding 1999 items
ARMONK, N.Y., July 19, 2000 . . . IBM today announced second-quarter 2000
diluted earnings per common share of $1.06 compared with 1999 diluted earnings
per common share of $1.28 (or $.91 per diluted share in 1999 after excluding the
net benefit of $.37 per diluted share from the gain on the sale of the Global
Network and other 1999 actions). Excluding these 1999 items, IBM's
second-quarter 2000 diluted earnings per share increased 16 percent.
Second-quarter 2000 net income totaled $1.9 billion compared with $2.4 billion
in 1999 (or net income of $1.7 billion in 1999 after excluding the after-tax net
benefit of $687 million from the gain on the Global Network sale and the other
1999 actions). Second-quarter 2000 revenues declined 1 percent (flat at constant
currency) to $21.7 billion compared with the year-earlier period.
Louis V. Gerstner, Jr., IBM chairman and chief executive officer, said:
"Our second-quarter results are right in line with our expectations and with the
view we've been expressing since last October. Essentially, we've had three
quarters of slow revenue growth, driven by a combination of the Y2K slowdown and
a series of actions we've taken to improve our business portfolio. During that
time, however, we have been able to produce satisfactory earnings growth.
"We exited the second quarter with a significant shift in momentum in
several areas. Mid-way through the second quarter, for example, our services
business re-ignited. New signings in the quarter totaled $20 billion -- a record
quarter for IBM and what would have been a record year for many of our nearest
competitors. Driven by our leadership position in e-business, a number of our
product areas also experienced explosive growth, including Web management
software, e-business consulting, Web hosting, systems integration and wireless
chips. Importantly, we saw a firming of our server business, particularly Web
servers -- which grew revenues nearly 30 percent. Our high-end disk drive
revenues, led by our advanced Shark product, also grew 30 percent.
"In a portfolio of our breadth and size, we often have units in
transition," Mr. Gerstner said. "Our hard disk drive business, while improving
quarter to quarter, is still a drag on our revenue growth. PCs, as well,
improved quarter to quarter, but we're not satisfied with the results.
Nevertheless, our outlook going forward is quite different from the one we faced
in the last three quarters, and we continue to be very encouraged about the
second half of this year."
Second-quarter revenues from the Americas totaled $9.7 billion, a decrease
of 3 percent (3 percent at constant currency) compared with the same period of
last year. Revenues from Europe/Middle East/Africa were $5.9 billion, down 9
percent (flat at constant currency). Asia-Pacific revenues grew 20 percent (13
percent at constant currency) to $4.3 billion. OEM revenues totaled $1.8
billion, a 6 percent decrease (7 percent at constant currency) compared with the
second quarter of 1999.
Hardware revenues were $9.2 billion in the second quarter, a decrease of 5
percent (4 percent at constant currency) compared with last year's second
quarter. Web server revenues, led by advanced new high-end and mid-range models,
grew strongly. System/390 and AS/400 server revenues declined, primarily due to
year-over-year price reductions in the System/390 and a product transition in
the AS/400 line. Personal computer revenues declined, partly as a result of
parts shortages in certain product segments. Microelectronics
<PAGE>
revenues rose substantially in the quarter due to strong shipments of custom
chips. Storage revenues declined, largely because of an ongoing transition in
the company's hard disk drive product line.
Revenues from IBM Global Services, including maintenance, grew 2 percent (4
percent at constant currency) in the second quarter to $8.2 billion. Excluding
maintenance, Global Services revenues increased 3 percent (4 percent at constant
currency) to $6.9 billion. Revenue comparisons for IBM Global Services were
adversely affected by the sale of the Global Network to AT&T in 1999 and by a
year-over-year decline in Y2K services business. After adjusting for these
factors, Global Services revenues (excluding maintenance) increased 10 percent.
IBM concluded the quarter with a total services contract backlog of
approximately $75 billion.
Software revenues increased 2 percent (5 percent at constant currency) in
the second quarter to $3.2 billion. Revenues from the company's middleware
products -- which are used for e-business -- grew strongly, especially in Web
management and database software. During the quarter, IBM announced that it
would invest more than $1 billion over the next several years to expand
development, marketing and sales programs for its leading Web management
product, WebSphere. Overall operating systems revenues declined in the quarter,
primarily as a result of a decrease in AS/400 software revenues.
Revenues from Global Financing increased 10 percent (11 percent at constant
currency) in the second quarter to $819 million.
Revenues from the Enterprise Investments/Other area, which includes custom
hardware and software products for specialized customer uses, decreased 26
percent (25 percent at constant currency) year over year to $315 million.
The company's overall gross profit margin was 36.7 percent in the second
quarter compared with 37.5 percent in the same period of 1999.
Second-quarter expenses were $5.2 billion and the expense-to-revenue ratio
was 23.9 percent compared with 19.1 percent in the year earlier period (or 26.4
percent after excluding a 7.3-point improvement from the Global Network sale and
the other 1999 actions).
IBM's tax rate in the second quarter was 30.0 percent compared with 40.8
percent in 1999 (or 30.0 percent after excluding 10.8 points due to the Global
Network sale and the other 1999 actions).
IBM spent approximately $1.8 billion on common share repurchases in the
second quarter. The average number of basic common shares outstanding in the
quarter was 1,768 million compared with 1,812 million in the second quarter of
1999. There were 1,761 million basic common shares outstanding at June 30, 2000.
Debt in support of operations, excluding global financing, increased $932
million from year-end 1999 to $2.5 billion, resulting in a
debt-to-capitalization ratio of 15 percent. Global financing debt declined $112
million from the end of 1999 to a total of $26.7 billion, resulting in a
debt-to-equity ratio of 5.7 to 1.
Net income for the six months ended June 30, 2000 was $3.5 billion, or
$1.89 per diluted common share, compared with net income in 1999 of $3.9
billion, or $2.05 per diluted common share (or $1.69 per diluted share and net
income of $3.2 billion in 1999 after excluding the after-tax net benefit from
the Global Network sale and the other 1999 actions). Revenues for the six months
ended June 30, 2000 were $41.0 billion, a decrease of 3 percent (2 percent at
constant currency) compared with $42.2 billion for the first six months of 1999.
Effective in the first quarter of this year, results reflect changes the
company made in the organization of its business segments, including the
transfer of the system-level product businesses from the Technology segment to
the Enterprise Systems segment and the transfer of point-of-sale products from
the
<PAGE>
Enterprise Investments segment to the Personal Systems segment. Also reflected
are changes the company made in its expense allocation methodology, allocating
expense items previously unallocated and enhancing shared expense allocation.
Second-quarter and first-half 1999 results have been reclassified to conform
with the 2000 presentation.
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein,
statements contained in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve a number of risks, uncertainties and other factors that
could cause actual results to differ materially, as discussed in the company's
filings with the Securities and Exchange Commission.
Financial results attached
INTERNATIONAL BUSINESS MACHINES CORPORATION
COMPARATIVE FINANCIAL RESULTS
(Unaudited; Dollars in millions except per share amounts)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
Percent Percent
2000 1999* Change 2000 1999* Change
------ ------- ------- ------- ------- -------
REVENUE
<S> <C> <C> <C> <C> <C> <C>
Hardware $9,151 $9,622 -4.9% $16,863 $18,373 -8.2%
Gross margin 27.3% 28.8% 27.4% 28.1%
Global Services 8,184 7,988 2.4% 15,736 15,538 1.3%
Gross margin 27.1% 28.4% 26.5% 27.4%
Software 3,182 3,126 1.7% 6,109 6,046 1.0%
Gross margin 82.5% 83.4% 81.3% 82.2%
Global Financing 819 743 10.1% 1,635 1,448 12.9%
Gross margin 55.0% 55.3% 53.9% 55.6%
Enterprise Investments/
Other 315 426 -25.9% 656 817 -19.5%
Gross margin 47.9% 39.6% 47.7% 34.8%
TOTAL REVENUE 21,651 21,905 -1.2% 40,999 42,222 -2.9%
GROSS PROFIT 7,943 8,224 -3.4% 14,954 15,482 -3.4%
Gross margin 36.7% 37.5% 36.4% 36.7%
EXPENSE
S,G&A (1) 3,867 2,846 35.9% 7,573 6,783 11.7%
% of revenue 17.9% 13.0% 18.5% 16.1%
R,D&E 1,269 1,293 -1.8% 2,441 2,474 -1.3%
% of revenue 5.9% 5.9% 6.0% 5.9%
<PAGE>
Other income 130 155 -15.8% 319 289 10.3%
Interest expense 164 197 -17.1% 316 371 -14.9%
TOTAL EXPENSE (1) 5,170 4,181 23.7% 10,011 9,339 7.2%
% of revenue 23.9% 19.1% 24.4% 22.1%
INCOME BEFORE
INCOME TAXES (1) 2,773 4,043 -31.4% 4,943 6,143 -19.5%
Pre-tax margin 12.8% 18.4% 12.1% 14.5%
Provision for
income taxes (1) 832 1,652 -49.6% 1,483 2,282 -35.0%
Effective tax
rate 30.0% 40.8% 30.0% 37.1%
NET INCOME (1) $1,941 $2,391 -18.8% $3,460 $3,861 -10.4%
Net margin 9.0% 10.9% 8.4% 9.1%
Preferred stock
dividends 5 5 10 10
NET INCOME
APPLICABLE TO COMMON
SHAREHOLDERS (1) $1,936 $2,386 -18.9% $3,450 $3,851 -10.4%
====== ====== ====== ======
EARNINGS PER
SHARE OF COMMON
STOCK - ASSUMING
DILUTION (1) $1.06 $1.28 -17.2% $1.89 $2.05 -7.8%
====== ====== ====== ======
EARNINGS PER
SHARE OF COMMON
STOCK - BASIC $1.10 $1.32 -16.7% $1.95 $2.12 -8.0%
====== ====== ====== ======
AVERAGE NUMBER OF
COMMON SHARES OUT-
STANDING (M's)
DILUTED 1,818.0 1,870.6 1,824.0 1,876.6
BASIC 1,767.6 1,812.1 1,772.4 1,818.0
</TABLE>
* Reclassified to conform with 2000 presentation.
1) 1999 second quarter and six month results include a pre-tax net benefit of
$1,610 million (after-tax net benefit of $687 million, or $.37 per diluted
common share) due to a gain from the sale of the IBM Global Network, charges for
actions related to microelectronics and storage businesses, as well as a change
in PC depreciable lives.
<PAGE>
INTERNATIONAL BUSINESS MACHINES CORPORATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited; Dollars in millions)
<TABLE>
<CAPTION>
At At
June 30, December 31, Percent
2000 1999 Change
--------- ----------- -------
<S> <C> <C> <C>
ASSETS
Cash, cash equivalents,
and marketable securities $3,261 $5,831 -44.1%
Receivables - net, inventories,
and prepaid expenses 36,176 37,324 -3.1%
Plant, rental machines,
and other property - net 16,634 17,590 -5.4%
Investments and other assets 26,878 26,750 0.5%
-------- --------
TOTAL ASSETS $82,949 $87,495 -5.2%
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt $12,315 $14,230 -13.5%
Long-term debt 16,859 14,124 19.4%
-------- --------
Total debt 29,174 28,354 2.9%
Accounts payable, taxes,
and accruals 21,547 25,348 -15.0%
Other liabilities 13,054 13,282 -1.7%
-------- --------
TOTAL LIABILITIES 63,775 66,984 -4.8%
STOCKHOLDERS' EQUITY 19,174 20,511 -6.5%
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $82,949 $87,495 -5.2%
======== ========
</TABLE>
INTERNATIONAL BUSINESS MACHINES CORPORATION
SEGMENT DATA
<TABLE>
<CAPTION>
SECOND QUARTER 2000
----------------------------------------------
Pre-tax
(Dollars in millions) ------- Revenue ---------- Pre-tax Income
External Internal Total Income Margin
-------- -------- ------- ------- -------
SEGMENTS
<S> <C> <C> <C> <C> <C>
Technology $2,456 $710 $3,166 $226 7.1%
% change 4.6% -31.1% -6.3% 222.9%
Personal Systems 3,914 21 3,935 (69) -1.8%
% change -4.8% 200.0% -4.4% 31.0%
Enterprise Systems 2,774 162 2,936 448 15.3%
% change -9.6% 14.1% -8.6% -24.7%
Global Services 8,184 600 8,784 1,069 12.2%
% change 2.4% -4.5% 1.9% -4.6%
Software 3,182 209 3,391 736 21.7%
% change 1.7% 14.8% 2.5% -2.6%
<PAGE>
Global Financing 829 264 1,093 306 28.0%
% change 8.5% 33.3% 13.6% 16.3%
Enterprise Investments 321 1 322 (112) -34.8%
% change -23.2% -66.7% -23.5% 44.8%
TOTAL SEGMENTS 21,660 1,967 23,627 2,604 11.0%
% change -0.7% -10.2% -1.6% 4.1%
Eliminations / Other (9) (1,967) (1,976) 169
TOTAL IBM $21,651 $0 $21,651 $2,773 12.8%
% change -1.2% -1.2% -31.4%
</TABLE>
<TABLE>
<CAPTION>
SECOND QUARTER 1999 *
----------------------------------------------
Pre-tax
(Dollars in millions) ------- Revenue ---------- Pre-tax Income
External Internal Total Income Margin
-------- -------- ------- ------- -------
SEGMENTS
<S> <C> <C> <C> <C> <C>
Technology $2,347 $1,031 $3,378 $70 2.1%
Personal Systems 4,111 7 4,118 (100) -2.4%
Enterprise Systems 3,069 142 3,211 595 18.5%
Global Services 7,988 628 8,616 1,121 13.0%
Software 3,126 182 3,308 756 22.9%
Global Financing 764 198 962 263 27.3%
Enterprise Investments 418 3 421 (203) -48.2%
TOTAL SEGMENTS 21,823 2,191 24,014 2,502 10.4%
Eliminations / Other 82 (2,191) (2,109) 1,541 (1)
TOTAL IBM $21,905 $0 $21,905 $4,043 18.4%
</TABLE>
* Reclassified to conform with 2000 presentation.
1) Pre-tax income includes a net benefit of $1,610 million due to a gain from
the sale of the IBM Global Network, charges for actions related to
microelectronics and storage businesses, as well as a change in PC depreciable
lives.
<PAGE>
INTERNATIONAL BUSINESS MACHINES CORPORATION
SEGMENT DATA
<TABLE>
<CAPTION>
SIX MONTHS 2000
----------------------------------------------
Pre-tax
(Dollars in millions) ------- Revenue ---------- Pre-tax Income
External Internal Total Income Margin
-------- -------- ------- ------- -------
SEGMENTS
<S> <C> <C> <C> <C> <C>
Technology $4,396 $1,503 $5,899 $246 4.2%
% change -3.5% -20.1% -8.4% 179.5%
Personal Systems 7,175 31 7,206 (247) -3.4%
% change -8.7% 121.4% -8.5% -59.4%
Enterprise Systems 5,190 325 5,515 887 16.1%
% change -10.6% 14.0% -9.5% -22.3%
Global Services 15,736 1,195 16,931 2,067 12.2%
% change 1.3% -7.9% 0.6% 0.3%
Software 6,109 384 6,493 1,317 20.3%
% change 1.0% -2.3% 0.8% -9.9%
Global Financing 1,657 470 2,127 594 27.9%
% change 11.4% 16.0% 12.4% 18.3%
Enterprise Investments 662 2 664 (155) -23.3%
% change -17.3% -85.7% -18.4% 54.1%
TOTAL SEGMENTS 40,925 3,910 44,835 4,709 10.5%
% change -2.8% -8.8% -3.3% -1.1%
Eliminations / Other 74 (3,910) (3,836) 234
TOTAL IBM $40,999 $0 $40,999 $4,943 12.1%
% change -2.9% -2.9% -19.5%
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS 1999 *
----------------------------------------------
Pre-tax
(Dollars in millions) ------- Revenue ---------- Pre-tax Income
External Internal Total Income Margin
-------- -------- ------- ------- -------
SEGMENTS
<S> <C> <C> <C> <C> <C>
Technology $4,557 $1,880 $6,437 $88 1.4%
Personal Systems 7,862 14 7,876 (155) -2.0%
Enterprise Systems 5,807 285 6,092 1,142 18.7%
Global Services 15,538 1,297 16,835 2,061 12.2%
Software 6,046 393 6,439 1,462 22.7%
Global Financing 1,488 405 1,893 502 26.5%
Enterprise Investments 800 14 814 (338) -41.5%
TOTAL SEGMENTS 42,098 4,288 46,386 4,762 10.3%
Eliminations / Other 124 (4,288) (4,164) 1,381 (1)
TOTAL IBM $42,222 $0 $42,222 $6,143 14.5%
</TABLE>
* Reclassified to conform with 2000 presentation.
1) Pre-tax income includes a net benefit of $1,610 million due to a gain from
the sale of the IBM Global Network, charges for actions related to
microelectronics and storage businesses, as well as a change in PC depreciable
lives.
<PAGE>
ATTACHMENT II
MANAGEMENT SYSTEM SEGMENT VIEW
SEGMENT INFORMATION
REVISED
QUARTER ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HARDWARE SEGMENTS
----------------------------------------
Enterprise Total
(Dollars in Millions) Technology Systems Segments
----------------- -------------------- ----------------------
As As As As As As
Reported Revised Reported Revised Reported Revised
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss) $497 $267 $ 275 $ 505 $ 1,717 $ 1,717
==== ==== ===== ===== ======= =======
Reconciliation of change in pre-tax income:
Effect of organizational changes $164 $ 22 $(176) $ (14) $ 1 $ 21
Effect of expense allocation changes 95 7 (57) 11 (23) (43)
---- ---- ----- ----- ------- -------
Total net effect of reclassifications $259 $ 29 $(233) $ (3) $ (22) $ (22)
==== ==== ===== ===== ======= =======
</TABLE>
SEGMENT INFORMATION
REVISED
QUARTER ENDED JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HARDWARE SEGMENTS
----------------------------------------
Enterprise Total
(Dollars in Millions) Technology Systems Segments
----------------- -------------------- ----------------------
As As As As As As
Reported Revised Reported Revised Reported Revised
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss) $583 $356 $ 279 $ 506 $ 2,071 $ 2,071
==== ==== ===== ===== ======= =======
Reconciliation of change in pre-tax income:
Effect of organizational changes $194 $ 70 $(179) $ (52) $ 16 $ 19
Effect of expense allocation changes 108 5 (93) 7 (44) (47)
---- ---- ----- ----- ------- -------
Total net effect of reclassifications $302 $ 75 $(272) $ (45) $ (28) $ (28)
==== ==== ===== ===== ======= =======
</TABLE>
SEGMENT INFORMATION
REVISED
QUARTER ENDED SEPTEMBER 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HARDWARE SEGMENTS
----------------------------------------
Enterprise Total
(Dollars in Millions) Technology Systems Segments
----------------- -------------------- ----------------------
As As As As As As
Reported Revised Reported Revised Reported Revised
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss) $426 $194 $ 487 $ 719 $ 2,290 $ 2,290
==== ==== ===== ===== ======= =======
Reconciliation of change in pre-tax income:
Effect of organizational changes $190 $ 49 $(181) $ (29) $ 9 $ 20
Effect of expense allocation changes 99 8 (63) 17 14 3
---- ---- ----- ----- ------- -------
Total net effect of reclassifications
$289 $ 57 $(244) $ (12) $ 23 $ 23
==== ==== ===== ===== ======= =======
</TABLE>
<PAGE>
SEGMENT INFORMATION
REVISED
QUARTER ENDED DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HARDWARE SEGMENTS
----------------------------------------
Enterprise Total
(Dollars in Millions) Technology Systems Segments
----------------- -------------------- ----------------------
As As As As As As
Reported Revised Reported Revised Reported Revised
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss) $472 $181 $ 907 $1,198 $ 3,480 $ 3,480
==== ===== ===== ===== ======= =======
Reconciliation of change in pre-tax income:
Effect of organizational changes $ 5 $(121) $ (20) $ 144 $ (22) $ 16
Effect of expense allocation changes 168 3 (125) 2 (92) (130)
---- ----- ----- ----- ------- -------
Total net effect of reclassifications $173 $(118) $(145) $ 146 $ (114) $ (114)
==== ===== ===== ===== ======= =======
</TABLE>
SEGMENT INFORMATION
REVISED
YEAR ENDED DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
HARDWARE SEGMENTS
----------------------------------------
Enterprise Total
(Dollars in Millions) Technology Systems Segments
----------------- -------------------- ----------------------
As As As As As As
Reported Revised Reported Revised Reported Revised
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax income (loss) $1,978 $998 $1,948 $2,928 $ 9,558 $ 9,558
====== ==== ===== ===== ======= =======
Reconciliation of change in pre-tax income:
Effect of organizational changes $553 $ 20 $(556) $ 49 $ 4 $ 76
Effect of expense allocation changes 470 23 (338) 37 (145) (217)
------ ---- ----- ----- ------- -------
Total net effect of reclassifications $1,023 $ 43 $(894) $ 86 $ (141) $ (141)
====== ==== ===== ===== ======= =======
</TABLE>
