-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KleHRyf5u2iLhYEqjB8zikfa23Iuzaaakt3aD/PJ+FxBNwIfqFFdwDBcOc1FqO0l z1tybTJ43GqnvpDVOBXltA== 0000950124-98-006083.txt : 19981106 0000950124-98-006083.hdr.sgml : 19981106 ACCESSION NUMBER: 0000950124-98-006083 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNDSTRAND CORP /DE/ CENTRAL INDEX KEY: 0000095395 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 361840610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05358 FILM NUMBER: 98738729 BUSINESS ADDRESS: STREET 1: 4949 HARRISON AVE STREET 2: P O BOX 7003 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8152266000 MAIL ADDRESS: STREET 1: PO BOX 7003 CITY: ROCKFORD STATE: IL ZIP: 61125-7003 10-Q 1 FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 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 number 1-5358 Sundstrand Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 36-1840610 ------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4949 Harrison Avenue, P.O. Box 7003, Rockford, IL 61125-7003 ------------------------------------------------------------- (Address of principal executive offices and zip code) (815) 226-6000 --------------------------------------------------- (Registrant's telephone number, including area code) _________________ 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 23, 1998 - -------------------------------------- ------------------------------- Common Stock, par value $.50 per share 54,748,064 2 SUNDSTRAND CORPORATION FORM 10-Q For the Quarter Ended September 30, 1998 INDEX Page ---- Part I. Financial Information Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 1. Legal Proceedings 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. SUNDSTRAND CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ----------------------- (Amounts in millions except per share data) 1998 1997 1998 1997 - -------------------------------------------------------------------------------------------------- Net sales $ 498 $ 433 $ 1,473 $ 1,262 Costs, expenses, and other income: Costs of products sold 326 282 966 830 Marketing and administration 77 57 237 204 Interest expense 9 7 25 22 Interest income (1) (1) (3) (4) Other, net (1) 2 (6) 2 --------- --------- --------- --------- 410 347 1,219 1,054 --------- --------- --------- --------- Earnings before income taxes 88 86 254 208 Less income taxes 31 31 89 75 --------- --------- --------- --------- Net earnings $ 57 $ 55 $ 165 $ 133 ========= ========= ========= ========= Weighted-average number of common shares outstanding 55.6 60.0 56.7 60.0 Weighted-average number of common shares outstanding -- assuming dilution 55.9 60.4 57.1 60.4 Basic net earnings per share $ 1.02 $ .92 $ 2.91 $ 2.21 ========= ========= ========= ========= Diluted net earnings per share $ 1.02 $ .91 $ 2.89 $ 2.20 ========= ========= ========= ========= Cash dividends per common share $ .17 $ .17 $ .51 $ .51 ========= ========= ========= =========
3 4 SUNDSTRAND CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, ------------------------- --------------------------- (Amounts in millions) 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------------- Net earnings $ 57 $ 55 $ 165 $ 133 Other comprehensive loss, net of taxes -- Foreign currency translation adjustments - (1) (2) (4) --------- --------- --------- --------- Comprehensive income $ 57 $ 54 $ 163 $ 129 ========= ========= ========= =========
4 5 SUNDSTRAND CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, -------------------- (Amounts in millions) 1998 1997 - -------------------------------------------------------------------------------------- Cash flow from operating activities: Net earnings $ 165 $ 133 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation 47 45 Amortization 12 11 Deferred income taxes 9 15 Change in operating assets and liabilities excluding the effects of acquisitions: Accounts receivable (24) (15) Inventories 27 (58) Other assets 14 - Accounts payable (13) 13 Accrued expenses (5) (1) Other (15) 3 --------- --------- Total adjustments 52 13 --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 217 146 --------- --------- Cash flow from investing activities: Cash paid for property, plant and equipment (76) (74) Proceeds from sale of assets 6 10 Cash paid for acquisitions, net of cash acquired (43) (15) Other investing activities - 1 --------- --------- NET CASH USED FOR INVESTING ACTIVITIES (113) (78) --------- --------- Cash flow from financing activities: Net borrowings (payments) supported by lines of credit 104 (4) Principal payments on long-term debt (5) (2) Additional debt for acquisitions 3 - Proceeds from stock options exercised 4 5 Purchase of treasury stock (178) (42) Dividends paid (29) (31) --------- --------- NET CASH USED FOR FINANCING ACTIVITIES (101) (74) --------- --------- Effect of exchange rate changes on cash (2) 5 --------- --------- Increase (decrease) in cash and cash equivalents 1 (1) Cash and cash equivalents at January 1 13 18 --------- --------- CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 $ 14 $ 17 ========= ========= Supplemental cash flow information: Interest paid $ 21 $ 17 Income taxes paid $ 60 $ 65
5 6 SUNDSTRAND CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, December 31, (Amounts in millions) 1998 1997 - --------------------------------------------------------------------------------------------- Assets Current Assets Cash and cash equivalents $ 14 $ 13 Accounts receivable, net 352 326 Inventories, net of progress payments 437 462 Deferred income taxes 49 49 Other current assets 19 30 ----------- ---------- Total current assets 871 880 Property, Plant, and Equipment, net 500 472 Intangible Assets, net 292 265 Deferred Income Taxes 26 34 Other Assets 53 49 ----------- ---------- $ 1,742 $ 1,700 =========== ========== Liabilities and Shareholders' Equity Current Liabilities Notes payable $ 247 $ 143 Long-term debt due within one year 5 9 Accounts payable 113 124 Accrued salaries, wages, and commissions 27 26 Accrued postretirement benefits other than pensions 17 17 Other accrued liabilities 141 148 ----------- ---------- Total current liabilities 550 467 Long-Term Debt 216 213 Accrued Postretirement Benefits Other Than Pensions 348 357 Other Liabilities 122 121 ----------- ---------- 1,236 1,158 ----------- ---------- Shareholders' Equity Common stock, at par value 38 38 Other shareholders' equity 468 504 ----------- ---------- 506 542 ----------- ---------- $ 1,742 $ 1,700 =========== ==========
6 7 The financial information contained herein is unaudited but, in the opinion of the management of the Registrant, includes all adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations for the periods indicated. Notes to Consolidated Financial Statements (Unaudited) ACCOUNTING POLICIES The financial statements should be read in conjunction with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. PRINCIPLES OF CONSOLIDATION provide for the inclusion of the accounts of Sundstrand Corporation and all subsidiaries. All intercompany transactions are eliminated in consolidation. CASH EQUIVALENTS are considered by the Registrant to be all highly liquid debt instruments purchased with original maturities of three months or less. INVENTORIES The components of inventories at September 30, 1998, and December 31, 1997, were: SEPTEMBER 30, December 31, (Amounts in millions) 1998 1997 - ------------------------------------------------------------------------------ Raw materials $ 56 $ 59 Work in process 154 160 Finished goods and parts 259 260 ----------- ---------- 469 479 Less progress payments 32 17 ----------- ---------- $ 437 $ 462 =========== ========== Prior to the application of progress payments, the inventories shown above included costs related to long-term contracts of $83 million and $82 million, at September 30, 1998, and December 31, 1997, respectively. RESTRUCTURING In December 1996, the Registrant initiated a restructuring plan related primarily to the operations of Sullair Europe S.A. which resulted in a pretax charge of $32 million. The restructuring was undertaken as a result of continuing losses at this operation, weakness in the European economy, and significant competitive pressures in the European markets. The charge included $11 million in cash termination benefits for approximately 140 employees, primarily consisting of workers at Sullair Europe's St. Priest, France, facility. The charge also included $14 million for the partial write-down of assets of Sullair Europe and $7 million (primarily cash related charges) for disposition of the St. Priest facility and professional fees. Operations previously at the St. Priest facility were transferred to other plant sites in Europe and the United States. The shutdown of the St. Priest facility and the termination or transfer of the employees was completed during 1997, and it is anticipated that the sale of the facility will be completed by the end of the first quarter of 1999. Since the charge was recorded in 1996, approximately $9 million in cash has been paid and charged against the restructuring liability, including costs to terminate 124 employees. The Registrant expects to spend another $6 million to complete the restructuring plan. Period costs related to the 1996 restructuring were approximately $1 million and $2 million in the first nine months of 1998 and 1997, respectively. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The financial information for the quarter ended September 30, 1998, as compared with the financial information for the quarter ended September 30, 1997, and the balance sheet at December 31, 1997, is discussed below, and should be read in conjunction with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, and the financial data as presented in Item 1 above. RESULTS OF OPERATIONS Third quarter 1998 sales increased by $65 million or 15 percent, to $498 million, compared with third quarter 1997 sales of $433 million. The increase was due primarily to higher shipments to Aerospace commercial OEM and aftermarket customers. Net earnings in the third quarter of 1998 were $57 million, or $1.02 per share assuming dilution, compared with $55 million, or $.91 per share assuming dilution, in 1997. Excluding restructuring related period costs and the one-time curtailment gain, net earnings in third quarter 1997 were $47 million, or $.77 per share assuming dilution. The quarter-over-quarter earnings per share increase was primarily attributable to improved Aerospace operating profit margins and the favorable impact from the Registrant's share repurchase program. Sales for the first nine months of 1998 were $1,473 million, an increase of $211 million from sales of $1,262 million for the same period of 1997. Aerospace segment sales increased by $187 million to $894 million in the first nine months of 1998 from $707 million in the same period of 1997. The increase was due primarily to higher shipments to Aerospace commercial OEM and aftermarket customers. Industrial segment sales of $579 million in the first nine months of 1998 were up approximately 4 percent compared with 1997. Net earnings were $165 million, or $2.89 per share assuming dilution, for the first nine months of 1998 compared with $133 million, or $2.20 per share assuming dilution, in the first nine months of 1997. Excluding restructuring related period costs and the one-time curtailment gain, net income was $165 million, or $2.90 per share assuming dilution, and $125 million, or $2.07 per share assuming dilution, for the first nine months of 1998 and 1997, respectively. The increase is due primarily to higher Aerospace operating profit resulting from the increase in sales to commercial customers. Earnings per share also benefited from the effects of the share repurchase program. ORDERS Orders for third quarter 1998 increased $33 million to $438 million compared with $405 million in the third quarter of 1997, primarily as a result of higher Aerospace commercial aftermarket orders. New orders for the first nine months of 1998, were $1,474 million compared with new orders of $1,397 million for the same period last year. The increase is due to higher orders for Aerospace commercial aftermarket and military orders, partially offset by a decrease in commercial OEM orders. Total unfilled orders on September 30, 1998, were $1,227 million, compared with $1,102 million on September 30, 1997, and $1,226 million at December 31, 1997. AEROSPACE OVERVIEW (EXCLUDING CURTAILMENT GAIN) Third quarter sales for the Aerospace segment were $310 million, an increase of $58 million or 23 percent from the third quarter of 1997 as a result of increases in both commercial and military sales. As a result of the higher sales and improved operating efficiency, operating profit increased $18 million or 34 percent to $71 million and operating profit margins increased to 22.9 percent during the third quarter of 1998 from 21.0 percent achieved during the third quarter of 1997. 8 9 Orders in the third quarter were $259 million, an increase of $33 million or 15 percent compared with the third quarter of 1997. This increase was largely due to a 24 percent increase in commercial aftermarket orders in addition to strong military orders when compared with the third quarter of 1997. INDUSTRIAL OVERVIEW (EXCLUDING RESTRUCTURING RELATED PERIOD COSTS AND CURTAILMENT GAIN) Third quarter 1998 sales for the Industrial segment were $188 million, an increase of $7 million or 4 percent compared with the third quarter of 1997. Operating profit was $28 million, a decrease of $1 million or 3 percent from the third quarter of 1997. Third quarter operating profit margin was 14.9 percent, down from 16.0 percent when compared to the third quarter of 1997. The decrease was due primarily to continuing pressure from the ongoing instability of the Asian economies, lower commodity prices and reduced absorption caused by increased inventory levels. Orders in the third quarter were flat at $179 million when compared with the third quarter of 1997. ACQUISITIONS As previously announced, the Milton Roy Company and The Falk Corporation, members of the Registrant's Industrial segment, made small, niche-type acquisitions during the third quarter. Milton Roy acquired Williams Instrument Company, Inc., headquartered in Valencia, California. Williams manufactures pneumatically powered metering pumps for the oil and gas production industry. Its gas-powered pumps will complement Milton Roy's electric-powered metering pump offerings. Williams also will provide expansion opportunities for Milton Roy's electric-powered products through its well-developed domestic and international sales channels in the oil and gas industry. The Falk Corporation has agreed to acquire the gear products business of A. Goninan & Co. Ltd., located in New Castle, New South Wales, Australia. The acquisition of Goninan, a manufacturer of steel and iron gears primarily for mining applications, will support Falk's strategy of expanding product offerings and providing new opportunities for Falk's current product lines in the Australian and South East Asian markets. LIQUIDITY AND CAPITAL RESOURCES Working capital decreased by $92 million to $321 million at September 30, 1998, compared with $413 million at December 31, 1997. The decrease was due primarily to an increase in notes payable, resulting from the Registrant's acquisitions mentioned above and share repurchase activity. Net cash provided by operating activities increased to $217 million for the first nine months of 1998 from $146 million for the first nine months of 1997. The increase was due primarily to higher net earnings, a reduction in inventories, and a decrease in other assets as benefits were paid from a previously funded trust for incurred but not reported health care claims. In the first nine months of 1998 and 1997, the Registrant used $113 million and $78 million of cash, respectively, for investments in fixed assets and small product-line acquisitions. During the same periods, $101 million and $74 million of cash, respectively, was used for financing activities, primarily for the payment of dividends and the repurchase of common stock. An increase in commercial paper borrowings partially offset the cash used for the payment of dividends and the repurchase of common stock during the first nine months of 1998. The Registrant repurchased 1,777,900 shares of its common stock during the third quarter and an additional 42,800 shares, through October 27, 1998, bringing the total shares repurchased in 1998 to 3,496,700. Through October 27, 1998, the Registrant has purchased a total of 19.4 million shares of the 30 million shares authorized for repurchase by the Board of Directors. 9 10 On September 30, 1998, the Registrant's ratio of total-debt-to-total-capital was 48.0 percent compared with 40.2 percent at December 31, 1997. The increase was due primarily to the Registrant's share repurchase and acquisition activity. On October 2, 1998, the Registrant executed a letter agreement for a committed line of credit in the amount of $100 million with a single bank. The credit line, which expires on September 30, 1999, raises the total committed lines of credit available to the Registrant to $435 million. OUTLOOK The Registrant maintains its previous full-year 1998 earnings projection of $3.80 to $4.05 and continues to forecast operating cash flow after capital expenditures to be between $175 million and $200 million. Aerospace OEM sales are expected to increase approximately 35 percent in 1998, with commercial aftermarket sales advancing slightly more than 10 percent and military aftermarket sales increasing approximately 15 percent for the same period. Due to this projected sales growth and improving productivity, the Registrant now projects Aerospace operating profit improvement of between 30 percent and 35 percent in 1998, with operating profit margins approaching 22 percent on a full year basis. The Registrant expects that the very good revenue and operating profit growth during the last few years will continue through 1999, as the major aerospace original equipment manufacturers are currently forecasting higher production levels for next year. In the year 2000 and beyond, the Registrant expects new aircraft production to remain relatively strong by historical standards, with production down modestly compared to the significant drops experienced in past cycles. The Registrant's belief is based on the continuing growth in revenue passenger miles, the increasing age of the world's fleet and the expansion of the young regional and business jet markets. The Registrant also believes with 50 percent of Aerospace revenues coming from its very profitable aftermarket business, that the continued growth in and aging of the world's fleet bodes well for this business in the foreseeable future. The Registrant's Industrial segment revenue is expected to grow by approximately 5 percent in 1998, including the impact of acquisitions made in the first nine months of this year. Industrial operating profit margins are now forecast at approximately 15 percent on a full year basis. When considering the current world economic condition, the Registrant's Industrial businesses have continued to perform relatively well. If the world economy does not deteriorate significantly, the Registrant expects its Industrial revenues to increase slightly in 1999. The Registrant believes the strategic initiatives it launched two years ago are beginning to produce results that should allow the Registrant to achieve meaningful growth in earnings during the next two years. In addition, implementation of market rate of demand manufacturing processes should enable the Registrant to improve cycle times and reduce working capital requirements. The Registrant's goal for the years beyond 1998 continues to be to grow earnings per share by 15 percent in ordinary economic times. Currently the world economic situation is unclear and future demand may begin to soften as a result of this uncertainty. If a mild economic downturn occurs, the Registrant believes that significant earnings per share growth could still be achieved without taking into account any additional shares that the Registrant might repurchase. Similarly, the Registrant expects fiscal 1999 operating cash flow, before capital expenditures, to range between $320 million and $350 million or approximately $6.05 per share. Given the strength of its cash flow generating capabilities, the Registrant has the ability to reduce its debt-to-total capital ratio significantly during 1999. However, the Registrant believes it is likely that this ratio will remain in the 40 percent to 50 percent range as the Registrant intends to continue its share repurchase and acquisition programs on an opportunistic basis. 10 11 YEAR 2000 READINESS DISCLOSURE The Registrant is working to correct it's Year 2000 Issue, which if not resolved could result in the failure of a variety of systems or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. The Registrant's assessment process related to the Year 2000 Issue has been divided into the following categories: business operating systems (examples include accounting and treasury), other operating systems (examples include engineering, computer aided drafting, production facilities and environmental systems), suppliers/customers, and products. Following is the current status of each category. Business Operating Systems In 1994, the Registrant began the assessment and modification process to address the year 2000 Issue. Based on a completed assessment of all business operating systems, the Registrant determined that it will be required to modify or replace portions of its software so that its computer systems will function properly in the year 2000 and thereafter. The Registrant believes that with modifications to existing software and, in some cases, conversions to new software, the Year 2000 Issue will not pose significant operational problems. In the unlikely event that modifications and conversions are not completed on a timely basis, the Year 2000 issue could have a material impact on the operations of the Registrant. The Registrant is utilizing both internal and external resources to reprogram, or replace, and test software for Year 2000 modifications. The Registrant estimates the modification and replacement plan is approximately 80 percent complete and anticipates the majority of the systems will be Year 2000 ready by December 31, 1998, with all systems being revised or replaced by July 1999. Other Operating Systems The Registrant is in the process of finalizing its assessment of Year 2000 Issues associated with other operating systems, such as manufacturing machinery, test equipment and environmental systems with date sensitive software and embedded microprocessors. To date, the assessment phase has identified no significant operational issues and the Registrant expects to complete all necessary revisions or replacements of these systems by June 1999. Suppliers / Customers The Registrant has initiated communications with its significant suppliers, customers, and other relevant third parties to determine the extent to which the Registrant's operations may be vulnerable to those third parties' failure to resolve their own Year 2000 Issues. In addition, the Registrant has conducted seven symposiums with approximately 200 significant suppliers, and some visits have taken place with suppliers and customers. This activity will continue until the Registrant believes its significant suppliers and customers are Year 2000 ready. Due to the difficulty in determining whether third-parties have resolved their Year 2000 issues, the Registrant will develop contingency plans, as considered necessary, such as identifying alternative suppliers and/or implementing inventory management steps such as stock-piling purchased materials, in order to minimize any adverse effect to the Registrant's operations. An area of concern, which the Registrant is monitoring, involves utility suppliers, principally electric power suppliers. The inability of electric power suppliers to become Year 2000 compliant in a timely manner could result in wide-spread power outages or rolling brown-outs. The failure of the systems of such companies could adversely effect the Registrant's operations, the extent of which is not currently known. 11 12 Products The Registrant is in the process of finalizing an assessment of its exposure to contingencies related to the Year 2000 Issue for the products it has previously sold. Based upon this assessment, the Registrant does not believe any exposure would have a material adverse affect on the Registrant's financial position, results of operations or liquidity. Summary The total cost to make modifications to resolve Year 2000 issues is estimated to be between $10 million and $15 million and is being funded through operating cash flows. To date, the Registrant has incurred approximately $6 million related to operating systems modifications. The costs of the project and the date on which the Registrant believes it will complete the Year 2000 modifications are based on management's best estimates. These estimates were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third party modification plans and other factors. These estimates may not be achieved and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. Furthermore, the Registrant could be subject to litigation for the failure of computer systems, equipment shutdowns and product delivery delays. The amount of potential liability and lost revenue cannot be reasonably estimated at this time. FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY When used in this Management's Discussion and Analysis of Financial Condition and Results of Operations, the terms "anticipate," "believe," "estimate," "expect," "forecast," "goal," "outlook," "plan," "project" and similar expressions are intended to identify "forward-looking" statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Such risks and uncertainties include the Registrant's successful execution of internal strategic initiatives, including implementation of business unit concepts; governmental export and import policies; factors that result in significant and prolonged disruption to air travel worldwide; overall expenditures for capital equipment and infrastructure development; relations with the Registrant's employees; competitive pricing pressures; global trade policies; worldwide political stability and economic conditions, particularly Asia; termination of and/or difficulties related to significant government programs (particularly military procurement programs serviced by the Registrant); and potential risks associated with efforts by the Registrant, its suppliers and customers to modify their information systems to be ready for the year 2000. 12 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Registrant has disclosed certain legal proceedings in its Annual Report on Form 10-K for the fiscal year ended December 31, 1997. There have been no material changes in those proceedings or other material legal developments since that time. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (3) Articles of Incorporation and By-Laws (a) Registrant's By-Laws, including all amendments, as effective September 22, 1998. (b) Text of resolution adopted by the Board of Directors of Registrant on September 22, 1998, amending Registrant's By-Laws effective September 22, 1998. (4) Instruments Defining the Rights of Security Holders, including Indentures. (a) Credit Agreement dated as of October 1, 1998, between the Registrant and the First National Bank of Chicago. (27) Financial Data Schedule (b) Reports on Form 8-K None 13 14 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. Sundstrand Corporation ------------------------------------- (Registrant) Date: November 5, 1998 /s/ Mary Ann Hynes ------------------------------------- Mary Ann Hynes Vice President and General Counsel and Secretary Date: November 5, 1998 /s/ DeWayne J. Fellows ------------------------------------ DeWayne J. Fellows Vice President and Controller 14 EX-3.(A) 2 BY-LAWS 1 Exhibit (3) (a) BY-LAWS OF SUNDSTRAND CORPORATION (A Delaware Corporation) Effective September 22, 1998 ARTICLE I OFFICES Section 1.1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 1.2. OTHER OFFICES. The Corporation may also have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II STOCKHOLDERS' MEETINGS Section 2.1. PLACE OF MEETINGS. All annual and special meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as may be fixed by the Board and specified in the notice of the meeting. Section 2.2. ANNUAL MEETINGS. An annual meeting of stockholders shall be held on such date and at such hour as may be fixed by the Board and specified in the notice of the meeting, when they shall elect by a plurality vote a Board of Directors and transact such other business as may properly be brought before the meeting. Section 2.3. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or stock ledger or transfer book or to vote in person or by proxy at any meeting of stockholders. Section 2.4. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, President and Chief Executive Officer and shall be called by the Chairman of the Board, President and Chief Executive Officer or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning eighty percent or more in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 2.5. NOTICE OF MEETINGS. Except as otherwise expressly provided by law or by the Certificate of Incorporation or these By-Laws, written or printed notice of each annual or special meeting of stockholders shall be given by mail at least ten but not more than sixty days before the meeting to the stockholders of record entitled to vote thereat. Every such notice shall be directed to a stockholder at his address as it shall appear on the transfer books of the Corporation; shall state the date, time and place of the meeting; and, in the case of a special meeting, shall state briefly the purposes thereof. Business transacted at all special meetings shall be confined to the purposes stated in the notice thereof. Section 2.6. QUORUM AND ADJOURNMENTS. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be necessary and sufficient to 2 constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-Laws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The absence from any meeting of the number required by law or by the Certificate of Incorporation or these By-Laws for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting if the number required in respect of such other matter or matters shall be present. Once a quorum is present at a meeting, it shall be deemed to be acting thereafter throughout the meeting, irrespective of any withdrawals. Nothing in these By-Laws shall affect the right to adjourn where a quorum is present. Section 2.7. VOTING BY STOCKHOLDERS. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation or of these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney or agent thereunto authorized in writing, and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. Except as otherwise provided by the Certificate of Incorporation, each stockholder present in person or by proxy at any meeting shall have, on each matter on which stockholders are entitled to vote, one vote for each share of stock having voting power, registered in his name on the books of the Corporation. Section 2.8. NEW BUSINESS PROPOSALS AT ANNUAL MEETINGS. Only such new business shall be conducted, and only such proposals shall be acted upon at an annual meeting of stockholders, as shall have been properly brought before such annual meeting (a) by, or at the direction of, the Board of Directors, or (b) by any stockholder of the Corporation who complies with the notice procedures set forth in this Section 2.8. A stockholder who wishes to bring a proposal before an annual meeting shall give timely notice thereof in writing to the Secretary of the Corporation. Such notice, to be timely, shall be delivered to, or mailed and received by the Secretary at the principal executive offices of the Corporation at least sixty days but not more than ninety days prior to the scheduled annual meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, however, that if less than seventy days' notice or prior public disclosure of the date of the scheduled annual meeting is given or made, such notice by a stockholder to be timely shall be so delivered or received not later than the close of business on the tenth day following the earlier of the day on which notice of the scheduled annual meeting was mailed or the day on which public disclosure thereof was made. Each such stockholder notice shall set forth as to each proposal to be brought before the annual meeting (a) a brief description of the proposal and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the transfer books of the Corporation, of the stockholder proposing such business and any other stockholders known by such stockholder to be supporting the proposal, (c) the class and number of shares of the Corporation's stock which are beneficially owned by the stockholder on the date of such stockholder notice and by any other stockholders known by such stockholder to be supporting such proposal, and (d) any financial interest of the stockholder in such proposal. The Board of Directors may reject any stockholder proposal not timely made in accordance with the terms of this Section 2.8. If the Board of Directors, or a designated committee thereof, determines that the information provided in a stockholder's notice does not satisfy the informational requirements of this Section 2.8 in any material respect, the Secretary shall promptly notify such stockholder of the deficiency in the notice. The stockholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within five days from the date such notice of deficiency is given to the stockholder, as the Board of Directors or such committee shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee determines that the additional information provided by the stockholder, together with the information previously provided, does not satisfy the requirements of this Section 2.8 in any material respect, then the Board of Directors may reject such proposal. The Secretary shall notify the stockholder in writing whether his proposal has been made in accordance with the time and informational requirements of this Section 3 2.8. Notwithstanding the procedure set forth in this Section 2.8, if neither the Board of Directors nor such committee makes a determination as to the validity of any stockholder proposal, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the stockholder proposal was made in accordance with the terms of this Section 2.8. If the presiding officer determines that the stockholder's proposal was not made in accordance with the terms of this Section 2.8, he shall so declare at the annual meeting and any such proposal shall not be acted upon at the annual meeting. This Section 2.8 shall not prevent the consideration and approval or disapproval at an annual meeting of reports of officers, directors and committees of the Board of Directors, but, in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided. ARTICLE III DIRECTORS Section 3.1. NUMBER, ELECTION AND TERMS OF OFFICE OF DIRECTORS. The number of directors which shall constitute the whole Board shall be nine in number. Directors need not be stockholders in the Corporation. Except as provided in Section 3.3, the directors shall be elected at the annual meeting of the stockholders, and each director elected shall hold office until his successor is elected and qualified or until his earlier resignation. The directors shall be divided into three classes: Class I, Class II and Class III. Such classes shall be as nearly equal in number as possible. The term of office of the initial Class I directors shall expire at the annual meeting of stockholders in 1971, the term of office of the initial Class II directors shall expire at the annual meeting of stockholders in 1972, and the term of office of the initial Class III directors shall expire at the annual meeting of stockholders in 1973, or thereafter in each case when their respective successors are elected and qualified. At each annual election held after classification and the initial election of directors according to classes, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third succeeding annual meeting or thereafter when their respective successors in each case are elected and qualified. Section 3.2. CORPORATE RECORDS. The directors may keep the books of the Corporation, except such as are required by law to be kept within the State of Delaware, outside of Delaware at such place or places as they may from time to time determine. Section 3.3. VACANCIES. Vacancies occurring in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, and any director so chosen shall hold office until his successor is elected and qualified. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve for the term provided herein for the class of directors for which such director was elected. Section 3.4. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders. Section 3.5. PLACE OF MEETINGS. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 3.6. ANNUAL MEETINGS. The first meeting of each newly elected Board shall constitute the annual meeting of said Board and shall be convened as soon as is conveniently possible but in no event more than two weeks after the date of the annual meeting of stockholders in each year at such time and place as shall be fixed by the Chairman of the Board, President and Chief Executive Officer. Section 3.7. REGULAR MEETINGS. Regular meetings of the Board shall be held upon notice, or without notice, at least quarterly, at such time and place as shall from time to time be determined by the Board. Section 3.8. SPECIAL MEETINGS. Special meetings of the Board may be called by the Chairman of the Board, President and Chief Executive Officer or any four directors. Notice of each special meeting of the Board may be given by mail, telegraph or cable, personal delivery or telephone. Notice by mail shall be given at least 4 three days before the meeting; notice by any other means shall be given a reasonable period of time before the time of such meeting but in no event shall such notice be given less than one hour before such meeting. If notice is by telephone, such notice shall be promptly confirmed by telegraph or cable to each director. Section 3.9. QUORUM. At all meetings of the Board, the presence of a majority of the full number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 3.10. ACTION BY BOARD WITHOUT MEETING. Notwithstanding anything contained in these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such Committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or the Committee. Section 3.11. COMPENSATION OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the whole Board, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of any Committee may be allowed like compensation for their services to the Corporation. Section 3.12. INTERESTED DIRECTORS. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or Committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the Committee, and the Board or Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, Committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of the Committee which authorizes the contract or transaction. Section 3.13. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more Committees, each Committee to consist of two or more of the directors of the Corporation. Any such Committee, to the extent provided in the resolution not inconsistent with the provisions of the Statutes of Delaware, shall have and may exercise the powers and authority of the Board of Directors in the management of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. A majority of the members of the Committee then holding office shall constitute a quorum at all meetings and each such Committee shall keep regular minutes of its proceedings and report the same to the whole Board. Section 3.14. NOMINATION FOR ELECTION OF DIRECTORS. Nominations for the election of Directors shall be properly made by the Board of Directors or a nominating committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally; provided, however, that any such stockholder may nominate one or more persons for election as Directors at a meeting only if such stockholder has given written notice of such stockholder's intent, either by personal delivery or by United States mail, postage prepaid, to the Secretary not later than (1) with respect to an election to be held at an annual meeting of stockholders, ninety days prior to the anniversary date of the immediately preceding annual meeting, and (2) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the tenth day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address, as they appear on the transfer books of the Corporation, of 5 the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission as then in effect; and (e) the consent of each nominee to serve as a director of the Corporation if so elected. The presiding officer of any meeting at which a stockholder or its representative attempts to nominate one or more persons for election as directors may refuse to acknowledge the nomination of any person not made in compliance with the provisions of this Section 3.14. ARTICLE IV OFFICERS Section 4.1. DESIGNATION: NUMBER. The officers of the Corporation shall consist of a Chairman of the Board, President and Chief Executive Officer; an Executive Vice President and Chief Financial Officer; an Executive Vice President and Chief Operating Officer, Aerospace; an Executive Vice President and Chief Operating Officer, Industrial; a Vice President and General Counsel; a Vice President, Corporate Human Resources; a Vice President, Tax; one or more other Vice Presidents; a Secretary; a Treasurer; and a Controller, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Chairman of the Board, President and Chief Executive Officer may appoint one or more Assistant Secretaries, Assistant Treasurers and Assistant Controllers and such other officers and agents as the Chairman of the Board, President and Chief Executive Officer may deem necessary or desirable, who shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Chairman of the Board, President and Chief Executive Officer from time to time. Any Executive Vice President or Vice President designated by a resolution of the Board of Directors or by delegation of the Chairman of the Board, President and Chief Executive Officer shall have authority to sign contracts and any other documents as specifically authorized by the Board of Directors or the Chairman of the Board, President and Chief Executive Officer or which are within the ordinary course of the business of the Corporation. Section 4.2. NON-CORPORATE OFFICERS. The Chairman of the Board, President and Chief Executive Officer shall have authority to appoint from time to time officers of divisions, product groups or other segments of the Corporation's business for such terms, with such authority and at such salary as the Chairman of the Board, President and Chief Executive Officer in his sole discretion shall determine; provided, however, such appointed officer shall under no circumstances have authority to bind any other division, product group or other segment of the Corporation's business nor to bind the Corporation, except as to the normal and usual business affairs of the division, product group or other segment of the Corporation's business of which he is an officer. Such appointed officer, as such, shall not be construed as an officer of the Corporation. Section 4.3. SALARIES. The salaries of the officers elected pursuant to Section 4.1 above shall be determined by the Board of Directors. The salaries of all other officers and agents of the Corporation appointed by the Chairman of the Board, President and Chief Executive Officer shall be determined by the Board of Directors or the Chairman of the Board, President and Chief Executive Officer. Section 4.4. REMOVAL. Any officer elected by the Board of Directors and any officer or agent appointed by the Chairman of the Board, President and Chief Executive Officer, as the case may be, may be removed at any time by the Board of Directors or the Chairman of the Board, President and Chief Executive Officer, respectively, whenever in its or his judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any elected office of the Corporation shall be filled by the Board of Directors. Section 4.5. CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER. The Chairman of the Board, President and Chief Executive Officer shall be the chief executive officer of the Corporation. The Chairman of the Board, President and Chief Executive Officer shall preside at all meetings of stockholders and of the Board and shall see that all orders and resolutions of the Board are carried into effect. Subject to the control 6 of the Board, the Chairman of the Board, President and Chief Executive Officer shall have general supervision, control and management of the affairs and business of the Corporation. The Chairman of the Board, President and Chief Executive Officer and/or the Executive Vice President and Chief Financial Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Section 4.6. EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. The Executive Vice President and Chief Financial Officer shall be the chief financial officer of the Corporation and shall be in charge of the financial, accounting, taxation, and administration activities of the Corporation and shall be under the direction of and report to the Chairman of the Board, President and Chief Executive Officer. He and/or the Chairman of the Board, President and Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Section 4.7. EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER, AEROSPACE. The Executive Vice President and Chief Operating Officer, Aerospace shall be the chief operating officer of the Corporation's aerospace businesses. He shall assist the Chairman of the Board, President and Chief Executive Officer in the general supervision, control and management of the affairs and business of the Corporation's aerospace businesses and the Corporation's government contracts and compliance activities. Section 4.8. EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER, INDUSTRIAL. The Executive Vice President and Chief Operating Officer, Industrial shall be the chief operating officer of the Corporation's industrial businesses. He shall assist the Chairman of the Board, President and Chief Executive Officer in the general supervision, control and management of the affairs and business of the Corporation's industrial businesses. Section 4.9. VICE PRESIDENT AND GENERAL COUNSEL. The Vice President and General Counsel shall be the chief legal officer of the Corporation, shall be responsible for all legal and environmental matters involving the Corporation and shall direct the Corporation's legal and environmental affairs staffs. He shall be under the direction of and report to the Chairman of the Board, President and Chief Executive Officer. Section 4.10. VICE PRESIDENT, CORPORATE HUMAN RESOURCES. The Vice President, Corporate Human Resources shall be in charge of the personnel and public relations activities of the Corporation and shall be under the direction of and report to the Chairman of the Board, President and Chief Executive Officer. Section 4.11. VICE PRESIDENT, TAX. The Vice President, Tax shall be responsible for the tax affairs of the Corporation, including the preparation and signing of all federal and state tax returns, consents, elections, closing agreements and all other documents related to the determination of any federal or state tax liability of the Corporation. The Vice President, Tax shall be under the direction of and report to the Executive Vice President and Chief Financial Officer. Section 4.12. OTHER VICE PRESIDENTS. The other Vice Presidents shall perform such duties as may be prescribed by the Board of Directors or the Chairman of the Board, President and Chief Executive Officer. Section 4.13. SECRETARY AND ASSISTANT SECRETARIES. (a) The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for Committees of the Board when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chairman of the Board, President and Chief Executive Officer. He shall keep in safe custody the seal of the Corporation, and affix the same to any instrument requiring it, and when affixed it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. (b) The Assistant Secretaries in the order of their seniority shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Chairman of the Board, President and Chief Executive Officer shall prescribe. Section 4.14. TREASURER AND ASSISTANT TREASURERS. 7 (a) The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all money and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall be under the direction of the Executive Vice President and Chief Financial Officer. (b) He shall disburse the funds of the Corporation when proper to do so, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, President and Chief Executive Officer and the Board of Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. (c) If required by the Board of Directors, he shall give the Corporation a bond in such sum, and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. (d) The Assistant Treasurers in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe. Section 4.15. CONTROLLER AND ASSISTANT CONTROLLERS. (a) The Controller shall be the chief accounting officer of the Corporation and shall be responsible for the installation and supervision of all accounting records, including the preparation and interpretation of financial statements, the continuous audit of accounts and records, and such other duties usually incident to the office of Controller. He shall be under the direction of the Executive Vice President and Chief Financial Officer and shall, in addition to the foregoing duties, perform such other duties as may be assigned to him by the Board of Directors or the Executive Vice President and Chief Financial Officer. (b) The Assistant Controllers in the order of their seniority shall, in the absence or disability of the Controller, perform the duties and exercise the powers of the Controller and shall perform such other duties as the Board of Directors or the Executive Vice President and Chief Financial Officer shall prescribe. ARTICLE V SHARES AND THEIR TRANSFER Section 5.1. CERTIFICATES OF STOCK. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the Board, and during the period while more than one class of stock or more than one series of any class of the Corporation is authorized, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificates which the Corporation shall issue to represent such class or series of stock, or else there shall appear on the certificates a statement that the Corporation shall furnish such information to a stockholder without charge if it be requested. They shall exhibit the holder's name and number of shares, and, with respect to each class of stock of the Corporation, or series thereof, if there be more than one class or series thereof, shall bear a distinguishing letter, and each class or series thereof, if any, shall be numbered serially and be issued in consecutive order. They shall bear the Corporate seal or a facsimile thereof and shall be signed by the Chairman of the Board, President and Chief Executive Officer, an Executive Vice President, or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 5.2. TRANSFER OF STOCK. Upon surrender to the Corporation or its transfer agent of a certificate representing shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled, and the transaction recorded upon the books of the Corporation. 8 Section 5.3. LOST, STOLEN OR DESTROYED CERTIFICATES. Any person, claiming a certificate for shares of the Corporation to be lost, stolen or destroyed, shall make affidavit of the fact and lodge the same with the Secretary of the Corporation accompanied by a signed application for a new certificate. Such person shall also give the Corporation a bond of indemnity with one or more sureties satisfactory to the Board of Directors, and in an amount which in their judgment shall be sufficient to save the Corporation from loss, or shall qualify under such blanket bond as may from time to time be approved by the Board of Directors, and thereupon the proper officers may cause to be issued a new certificate of like tenor with the one alleged to be lost, stolen or destroyed. Section 5.4. RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Section 5.5. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. Section 5.6. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may from time to time appoint a transfer agent and registrar in one or more cities; may require all certificates evidencing shares of stock of the Corporation to bear the signatures of a transfer agent and registrar; and may provide that such certificates shall be transferable in more than one city. ARTICLE VI INDEMNIFICATION OF OFFICERS AND DIRECTORS The Corporation shall, to the fullest extent to which it is empowered to do so by the General Corporation Law of Delaware, or any other applicable laws, as from time to time in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or a division thereof, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The provisions of this Article shall be deemed to be a contract between the Corporation and each director or officer who serves in any such capacity at any time while this Article and the relevant provisions of the General Corporation Law of Delaware or other applicable law, if any, are in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. The Corporation shall, to the fullest extent to which it is empowered to do so by the General Corporation Law of Delaware, and with respect to the Employee Retirement Income Security Act of 1974, or any other applicable laws, as from time to time in effect, indemnify any officer, director or employee of the Corporation or an affiliated corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was serving at the request of the Corporation as an individual Trustee, Committee member, administrator or fiduciary of a pension or other benefit plan for employees of the Corporation, or of an affiliated corporation or other enterprise. Persons who are not covered by the foregoing provisions of this Article and who are or were employees or agents of the Corporation or a division thereof, or are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be 9 indemnified to the extent authorized at any time or from time to time by the Board of Directors of the Corporation. The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. The Corporation shall, to the fullest extent to which it is empowered to do so by the General Corporation Law of Delaware, or any other applicable laws, as from time to time in effect, pay expenses, including attorneys' fees, incurred in defending any action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding, to any person who is or was a party or is threatened to be made a party to any such threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by applicable laws. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1. CHECKS, DRAFTS AND OTHER INSTRUMENTS; SECURITY VOTING AND PROXIES. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of the Corporation shall be signed by such officer or officers, or such other person or persons, as the Board of Directors may from time to time designate. In the absence of specific action by the Board of Directors, the Chairman of the Board, President and Chief Executive Officer or any Executive Vice President or Vice President shall have the authority to grant proxies to vote, or vote, on behalf of the Corporation the securities of other corporations, both domestic and foreign, held by the Corporation. Section 7.2. SEAL. The corporate seal of the Corporation shall be in such form as the Board of Directors may determine and shall include the name of the Corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any manner reproduced. Section 7.3. FISCAL YEAR. The fiscal year of the Corporation shall commence on the first day of January in each year and end on the following 31st day of December. Section 7.4. NOTICES. Notice by mail shall be deemed to have been given at the time the same shall be mailed. Notice by telegraph shall be deemed to have been given when the same shall have been delivered for prepaid transmission into the custody of a company ordinarily engaged in the transmission of such messages. Section 7.5. WAIVER OF NOTICE. Whenever any notice whatever is required to be given under the provisions of the laws of the State of Delaware or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Except as may be otherwise specifically provided by law, any waiver by mail, telegraph, cable or wireless bearing the name of the person entitled to notice shall be deemed a waiver in writing duly signed. The presence of any person at any meeting either in person or by proxy shall be deemed the equivalent of a waiver in writing duly signed, except where the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 7.6. DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, 10 pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of law and of the Certificate of Incorporation. Section 7.7. CREATION OF RESERVES. Before payment of any dividend or making any distribution of profits, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, may think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall think conducive to the interest of the Corporation, and the Board may at any time modify or abolish any such reserve in the manner in which it was created. Section 7.8. AMENDMENTS. These By-Laws may be altered or repealed by the affirmative vote of eighty percent of the entire number of directors specified from time to time in the restated Certificate of Incorporation at any regular meeting of the Board or at any special meeting of the Board, if notice of the proposed alteration or repeal be contained in the notice of such special meeting; provided, however, that any provisions of these By-Laws resulting from such alteration or repeal shall at all times be in conformance with the Restated Certificate of Incorporation and the laws of the State of Delaware. EX-3.(B) 3 AMENDMENT OF BY-LAWS 1 Exhibit (3)(b) AMENDMENT OF BY-LAWS -------------------- RESOLVED, by the Board of Directors of Sundstrand Corporation, that the By-Laws of the Corporation be, and they hereby are, amended as follows: Section 7.8 is amended to provide that alteration or repeal of the By-Laws is permitted upon the "vote of 80% of the entire number of directors" rather than upon the "vote of the majority of the entire number of directors". EX-4.(A) 4 CREDIT AGREEMENT 1 Exhibit (4)(a) [LETTERHEAD OF THE FIRST NATIONAL BANK OF CHICAGO] October 1, 1998 Sundstrand Corporation 4949 Harrison Avenue P.O. Box 7003 Rockford, IL 61125-7003 Attention: James Carlson, Treasurer Ladies and Gentlemen: The First National Bank of Chicago (the "Lender") is pleased to establish a committed line of credit in favor of Sundstrand Corporation (the "Borrower") in the amount of $100,000,000 (the "Commitment"), which shall continue from October 1, 1998 through September 30, 1999 (the "Maturity Date") unless the line of credit is terminated on an earlier date as set forth below. (a) Loans under this line of credit will be evidenced and governed by the form of master note (the "Note"), a copy of which is attached hereto. Loans bearing interest at the corporate base rate of interest shall be available on same day notice received on or before 12:00 noon. Loans under this line of credit will bear interest, at the Borrower's option, at: (i) a rate equal to the Lender's corporate base rate of interest announced by the Lender from time to time, changing when and as the corporate base rate changes, with interest payable on the last day of each month, on the Maturity Date, and on demand thereafter; or (ii) subject to availability and for a maturity to be agreed upon, at a fixed rate equal to the sum of the "Euro-Dollar Margin" (as defined in that certain Credit Agreement dated as of January 28, 1993 by and among the Borrower, the lenders party thereto and Morgan Guaranty Trust Company of New York, as agent for such lenders, as amended to the date hereof (the "Agreement")) plus the Eurodollar rate, where the Eurodollar rate is the rate at which deposits in U.S. dollars in the amount and for a maturity corresponding to that of the loan are offered by the Lender in the offshore interbank market at approximately 10 a.m. (Chicago time) two business days prior to the date on which such loan is made, adjusted for maximum statutory reserve requirements. (b) No interest period for or maturity of a loan hereunder shall extend beyond the Maturity Date. The Borrower shall pay the Lender a facility fee on the Commitment at the rate determined pursuant to Section 2.08(b) of the Agreement, such fee payable quarterly in arrears. Interest and fees will be computed on the basis of actual days elapsed on a 360-day year basis. During the continuance of a payment default hereunder each loan bearing interest at (i) a rate other than the corporate base rate shall bear interest for the remainder of the applicable interest period at the rate otherwise applicable to such interest period plus 2% per annum and (ii) the corporate base rate shall bear interest at a rate per annum equal to the corporate base rate plus 2% per annum. 2 (c) The Borrower will use the proceeds of this line of credit for general corporate purposes. (d) The Borrower will perform, comply with and observe for the Lender's benefit the agreements set forth in Articles IV, V and VI of the Agreement. For purposes hereof, the definition of "Euro-Dollar Margin," the facility fee rates set forth in Section 2.08(b) and Articles IV, V and VI of the Agreement, together with related definitions and ancillary provisions, are hereby incorporated herein by reference, mutatis mutandis, and shall be deemed to continue in effect for the Lender's benefit as in effect on the date hereof, whether or not the Agreement remains in effect or is amended, waived or otherwise modified by the parties thereto; provided, however, that if, prior to the Maturity Date, the Lender has expressly consented to an amendment or waiver of the terms and conditions of the Agreement incorporated herein by reference, such amendment or waiver shall be incorporated herein by reference. (e) The Borrower may not borrow under this line of credit unless (i) the borrowing request was given by an authorized person (for purposes hereof, an "authorized person" means a person designated in writing as such by the Vice President and Treasurer of the Borrower) and (ii) after giving effect to the proposed borrowing, the following statements are true and correct on the date of borrowing: (A) there exists no Default (as defined below) or event which, with giving of notice, or lapse of time, or both, would be a Default and (B) the representations and warranties set forth in Article IV of the Agreement are true and correct. Any request by the Borrower for a borrowing hereunder shall be deemed to be a representation and warranty by the Borrower that the statements set forth in the previous sentence are true and correct in all material respects. (f) All outstanding loans and accrued and unpaid interest, at the option of the Lender, may be declared immediately due and payable without notice if there exists any Default hereunder. "Default" means (i) any failure by the Borrower under this letter or the Note to pay principal when due or interest within 5 days of when due or fees or other obligations within 30 days after notice of such failure from the Lender, (ii) the existence of any default under the Note, or any violation or failure to comply with any provision of the Note or (iii) the existence of any Event of Default under and as defined in the Agreement. (g) The Lender may make assignments and sell participations in this line of credit, the Note and the loans made hereunder, and may disclose information pertaining to the Borrower to prospective assignees and participants; provided that the Borrower shall first approve the disclosure of any non-public information sought to be disclosed. Any assignment will release the Lender of its funding obligation with respect to the amount assigned, provided that any such assignment may be made only with the Borrower's consent (which consent will not unreasonably be withheld). The Borrower agrees that if it fails to pay any loan when due, any purchaser of a participation interest in such loan shall be entitled to seek enforcement of this note if the purchaser is permitted to do so pursuant to the terms of the participation agreement between the Lender and such purchaser. (h) This line of credit shall be effective as of the date of this letter when the Borrower has signed and returned to the Lender a copy of this letter and has provided the Lender with executed originals of the Note, resolutions and an incumbency certificate in form and substance satisfactory to the Lender. (i) THIS LETTER AND THE NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, GIVING EFFECT, HOWEVER, TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. BOTH PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN THE EVENT THIS LETTER OR THE NOTE BECOMES THE SUBJECT OF A DISPUTE. 3 If this letter reflects the Borrower's understanding, please cause it to be executed and returned to my attention, together with the other items referred to in paragraph (h). Very truly yours, THE FIRST NATIONAL BANK OF CHICAGO By: /s/ Barry Lutwin -------------------------- Title: Senior Vice President Accepted and agreed: SUNDSTRAND CORPORATION By: /s/ James R. Carlson -------------------------------- Vice President and Treasurer Date: October 1, 1998 ------------------------------- 4 MASTER NOTE Chicago, Illinois $100,000,000 Date: October 1, 1998 FOR VALUE RECEIVED, SUNDSTRAND CORPORATION (the "Borrower") promises to pay to the order of THE FIRST NATIONAL BANK OF CHICAGO (the "Lender"), in lawful money of the United States at the office of the Lender at One First National Plaza, Chicago, Illinois, or as the Lender may otherwise direct, the lesser of One Hundred Million Dollars ($100,000,000.00) or the aggregate outstanding unpaid principal amount of loans advanced hereunder, together with interest as provided below. All principal amounts outstanding under this Note, together with any unpaid interest, shall be due and payable on September 30, 1999. The Borrower and the Lender may agree to a fixed interest rate and a specific maturity for a loan (a "fixed rate loan") at the time of borrowing. Interest on each fixed rate loan shall be payable upon the maturity of such fixed rate loan and, in the case of a fixed rate loan with an original maturity in excess of three months, interest shall also be payable on the last day of each three-month interval while such fixed rate loan is outstanding. A fixed rate loan may be prepaid, subject to funding indemnification but without penalty or premium on at least three business days' prior written notice in a minimum amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Any loan as to which a fixed rate is not agreed shall bear interest at a rate equal to the sum of the corporate base rate of interest announced by the Lender from time to time, changing when and as the corporate base rate changes. Any loan not paid at the maturity date of such loan (which maturity date shall be September 30, 1999 for corporate base rate loans) shall bear interest as described in the Letter (hereinafter defined). Interest on all loans bearing interest at a rate related to the corporate base rate shall be payable on the last day of each month, on September 30, 1999 or such earlier date on which the obligations hereunder are accelerated or the Borrower terminates the commitment and prepays all outstanding loans, and on demand thereafter. Loans bearing interest at a rate related to the corporate base rate may be prepaid by the Borrower, without premium or penalty. Any person authorized to borrow on behalf of the Borrower (an "authorized person") may request a loan hereunder by telephone or telex. The Borrower agrees that, in implementing this arrangement, the Lender is authorized to honor requests which it reasonably believes, in good faith, to emanate from an authorized person acting pursuant to this note, whether in fact that be the case or not. If the Lender requests a written confirmation, the Borrower will confirm the terms of each loan so requested by mailing a confirmation letter to the Lender signed by any authorized person. The Lender shall confirm the terms of a loan to the Borrower and the Borrower will notify the Lender in writing within 10 days after the Borrower's receipt of such confirmation if it believes such confirmation to be inaccurate, and the Borrower hereby waives any right to contest the accuracy of such confirmation after such 10-day period. The Borrower hereby authorizes the Lender to record loans, maturities, repayments, interest rates and payment dates on the schedule attached to this note or otherwise in accordance with the Lender's usual practice. The obligation of the Borrower to repay each loan made hereunder shall be absolute and unconditional notwithstanding any failure of the Lender to enter such amounts on such schedule or to receive written confirmation of the transaction from the Borrower, Subject to the last sentence of the immediately preceding paragraph, in the event of disagreement as to the terms of a transaction, the Lender's records shall govern, absent manifest error. The Borrower hereby authorizes the Lender to deposit the proceeds of loans to, and to charge payments of principal and interest against, the Borrower's deposit account with the Lender. Each payment of principal or interest hereunder shall be made in immediately available funds. If any payment shall become due and payable on a Saturday, Sunday or legal holiday under the laws of 5 Illinois, such payment shall be made on the next succeeding business day in Illinois and any such extended time of the payment of principal or interest shall be included in computing interest at the rate this note bears in connection with such payment. All interest hereunder shall be computed for the actual number of days elapsed on a 360-day year basis. If any change in any law, rule, regulation or directive (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) imposes any condition the result of which is to increase the cost to the Lender of making, funding or maintaining any fixed rate loan hereunder or reduces any amount receivable by the Lender hereunder in connection with a fixed rate loan, the Borrower shall pay the Lender the amount of such increased expense incurred or the reduction in any amount received which the Lender determines is attributable to making, funding and maintaining the fixed rate loans hereunder. If, for any reason, any payment of a fixed rate loan occurs prior to maturity of that loan, the Borrower will indemnify the Lender for any loss or cost resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the fixed rate loan. The Borrower expressly waives any presentment, demand, protest or notice in connection with this note now, or hereafter, required by applicable law and agrees to pay all costs and expenses of collection. This note shall be governed by the internal law (and not the law of conflicts) of the State of Illinois, giving effect, however, to federal laws applicable to national banks. THE BORROWER HEREBY WAIVES TRIAL BY JURY IN THE EVENT THIS LETTER OR THE NOTE BECOMES THE SUBJECT OF A DISPUTE. This Note is issued pursuant to, and is entitled to the benefits of, the Line of Credit Letter, dated as of October 1, 1998 (the "Letter") addressed by the Lender to the Borrower to which Letter, as it may be amended from time to time, reference is hereby made for a statement of certain of the terms and conditions governing this Note, including the terms and conditions under which the maturity date hereof may be accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Letter. SUNDSTRAND CORPORATION By: Vice President and Treasurer 6 SCHEDULE To be attached to and become a part of the Master Note dated October 1, 1998 executed by Sundstrand Corporation and payable to The First National Bank of Chicago Unpaid Initials Amount Principal of Date Amount of Balance Person of of Interest Principal Payment of Making Transaction Loan Maturity Rate Payment Date Note Notation EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 9-MOS DEC-31-1998 SEP-30-1998 14 0 352 0 437 871 500 0 1,742 550 216 0 0 38 468 1,742 1,473 1,473 966 1,203 0 0 25 254 89 168 0 0 0 168 2.91 2.89
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