UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 COMMISSION FILE NUMBER 1-4858
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
PLAN ADDRESS: 521 WEST 57TH STREET
NEW YORK, NEW YORK 10019
ISSUER OF REGISTERED SECURITIES: INTERNATIONAL FLAVORS & FRAGRANCES INC.
521 WEST 57TH STREET
NEW YORK, NEW YORK 10019
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
FINANCIAL STATEMENTS
AND
SUPPLEMENTARY INFORMATON
* * * * * * * * * * * * * * * * * * * * * *
DECEMBER 31, 2002 AND 2001
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
Table of Contents to Financial Statements and Supplementary
Information
Financial Statements: Page
Report of Independent Accountants 1
Statement of Net Assets Available for Plan
Benefits at December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 2002 and 2001 3
Notes to Financial Statements 4-10
Supplementary Information:
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2002 11
Signature 12
Exhibit 23.1 - Consent of Independent Accountants
Exhibit 99 - Officer's Certification
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
International Flavors & Fragrances Inc. Retirement
Investment Fund Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the International Flavors & Fragrances Inc. Retirement
Investment Fund Plan (the "Plan") at December 31, 2002 and 2001, and the changes
in net assets available for plan benefits for the years then ended in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
New York, New York
June 13, 2003
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
Assets 2002 2001
------------------------------------------- ------------ ------------
Investments at Fair Value:
International Flavors & Fragrances Inc.
Common Stock $ 13,195,915 $ 11,920,454
Vanguard Long-Term Corporate Fund 5,999,168 3,830,185
Vanguard Prime Money Market Fund 49,961,618 37,815,145
Vanguard 500 Index Fund 33,484,332 36,451,133
Vanguard U.S. Growth Fund 8,499,248 12,945,812
Vanguard International Growth Fund 5,332,089 6,102,720
Vanguard Total Bond Market Index Fund 6,652,855 4,814,479
Vanguard Explorer Fund 2,134,345 908,583
Vanguard PRIMECAP Fund 2,163,616 1,829,853
Vanguard Asset Allocation Fund 1,248,452 693,149
Vanguard Mid-Cap Index Fund 2,177,519 1,505,596
Participant Loans 4,015,718 4,407,007
------------ ------------
134,864,875 123,224,116
Employer Contributions Receivable 10,853 10,467
Employee Contributions Receivable 36,842 34,214
Accrued Dividends and Interest Receivable 85,245 86,860
------------ ------------
Net Assets Available for Plan Benefits $134,997,815 $123,355,657
============ ============
See notes to financial statements
2
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended December 31,
2002 2001
------------- -------------
Contributions:
Company contributions $ 2,468,610 $ 2,248,099
Participant contributions 8,932,589 7,472,563
------------- -------------
TOTAL CONTRIBUTIONS 11,401,199 9,720,662
------------- -------------
Investment Income (Loss):
Dividends and Interest 2,759,815 3,428,127
Net Depreciation of Investments (15,982,763) (10,219,024)
------------- -------------
TOTAL INVESTMENT LOSS (13,222,948) (6,790,897)
------------- -------------
Transfer of plan assets from BBA Plan 22,825,525 --
Other asset transfers 526,370 --
------------- -------------
TOTAL ADDITIONS 21,530,146 2,929,765
------------- -------------
Benefits Distributed (9,882,858) (15,290,856)
Administrative Fees (5,130) (6,250)
------------- -------------
TOTAL DISBURSEMENTS (9,887,988) (15,297,106)
Net Change in Participants' Balances During Year 11,642,158 (12,367,341)
Net Assets at Beginning of Year 123,355,657 135,722,998
------------- -------------
NET ASSETS AT END OF YEAR $ 134,997,815 $ 123,355,657
============= =============
See notes to financial statements
3
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 1 - DESCRIPTION OF THE PLAN:
The following description of the International Flavors & Fragrances
Inc. Retirement Investment Fund Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan agreement for
complete information.
A. GENERAL:
The Plan is a defined contribution plan covering all employees of
International Flavors & Fragrances Inc. and its domestic subsidiaries, (the
"Company") as well as certain U.S. citizens temporarily assigned to subsidiaries
abroad. Effective January 1, 2002, employees of Bush Boake Allen Inc. (BBA),
which was acquired by the Company effective November 3, 2000, became eligible to
participate in the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Employees become eligible to
participate in the Plan after 30 days from the first date of employment.
B. ADMINISTRATION OF THE PLAN:
The Vanguard Fiduciary Trust Co. is the Trustee of the Plan. The
Administrative Committee, appointed by the Company's Board of Directors, is
responsible for administration of the Plan, but it has appointed the Vanguard
Group ("Vanguard") to carry out most of the day-to-day activities of
administration.
C. INVESTMENTS:
The Plan offers participants eleven investment funds:
IFF Stock Fund: This fund consists principally of common stock of the Company
and cash or cash equivalents which are deemed necessary for orderly investment
in such stock and for anticipated cash requirements.
Vanguard Long-Term Corporate Fund: This fund seeks a high and sustainable level
of current income consistent with the maintenance of principal and liquidity by
investing in a diversified portfolio of long-term investment-grade bonds.
Vanguard Prime Money Market Fund: This fund seeks maximum current income,
preservation of capital and liquidity by investing in a portfolio of money
market instruments. The portfolio is designed to maintain a constant $1.00 share
value. An investment in a money market fund is neither insured nor guaranteed by
the U.S. Government, and there is no assurance that the fund will be able to
maintain a stable net asset value of $1.00 per share.
Vanguard 500 Index Fund: This fund seeks investment results that parallel the
performance of the Standard & Poor's 500 Composite Stock Price Index. The fund
is expected to provide investors with long-term growth of capital as well as a
reasonable level of current income.
Vanguard U.S. Growth Fund: This fund seeks long-term capital appreciation by
investing in common stocks of companies with above-average growth potential.
Current income is incidental.
4
Vanguard International Growth Fund: This fund seeks long-term capital growth by
investing in common stocks of companies based outside the United States that
have above-average growth potential.
Vanguard Total Bond Market Index Fund: This fund seeks investment results that
parallel the performance of the Lehman Aggregate Bond Index.
Vanguard Explorer Fund: This fund seeks to provide long-term capital growth by
investing in a diversified portfolio of small-company stocks with prospects for
above-average growth.
Vanguard PRIMECAP Fund: This fund seeks to provide long-term capital growth by
investing in stocks of companies with above-average prospects for continued
earnings growth, strong industry positions and skilled management teams. This
fund also may invest in companies with below-average earnings but bright
prospects for earnings growth.
Vanguard Asset Allocation Fund: This fund seeks long-term growth of capital and
income by investing in common stocks, long-term U.S. Treasury bonds and money
market instruments. The mix, or allocation, of the three types of assets changes
from time to time depending on which mix appears to offer the best combination
of expected returns and risk.
Vanguard Mid-Cap Index Fund: This fund seeks to parallel the performance of the
Standard & Poor's MidCap 400 index, which comprises a market-weighted group of
medium-sized U.S. companies.
D. CASH OR DEFERRED WAGE AND SALARY CONVERSION AGREEMENTS:
Each participant enters into a Cash or Deferred Wage and Salary
Conversion Agreement ("CODA") with the Company, pursuant to which his or her
Plan contributions are made. Such agreement specifies the portion of the
participant's compensation, as defined in the Plan, during each Plan year that
the participant elects to forego and have contributed by the Company to the
participant's account with the Plan. Any such election remains in effect until
changed by the participant. The Administrative Committee may limit the amounts
specified in such agreements to ensure compliance with the antidiscrimination
standards of Section 401(k) of the Internal Revenue Code (the "Code"). Subject
to these limitations, participants may contribute up to 30% of their annual base
wages, before bonuses and overtime, up to the maximum amount permitted under the
Code. Amounts in excess of Code limits may, at the election of the participant,
either be contributed to the Plan on an after-tax basis or treated as
contributions to the Company's Deferred Compensation Plan ("DCP").
E. COMPANY CONTRIBUTIONS:
The Company matches 50% of the first 6% of the participant's
compensation, as defined, that a participant contributes to the Plan, whether on
a deferred or after-tax basis, or that is treated as a contribution to the DCP,
as described in Section D above.
F. VESTED BENEFITS:
All participants who were employed by the Company on December 31, 2000
continue to vest immediately in their contributions and the Company's matching
contributions, plus earnings on all contributions. A participant whose
employment with the Company commences on or after January 1, 2001 vests
immediately in his or her contributions to the Plan plus earnings thereon. He or
she vests in the Company's matching contributions and the earnings thereon after
three years of continuous credited service. At December 31, 2002 and 2001,
forfeited nonvested amounts approximated $154,000 and $18,000, respectively.
These amounts will be used to reduce future employer contributions.
5
G. INDIVIDUAL ACCOUNTS:
A separate account is established and maintained for each active and
former participant. Former participants are those who have terminated employment
and have not yet received final payment of their account. Effective January 1,
2001, both the participant's contributions and the Company's matching
contribution are credited to the specific participant's account. The
participant's contributions and the Company's matching contributions are
invested in one or more of the Plan's funds as directed by the participant.
Participants' accounts are maintained on a unit basis for the IFF Stock
Fund, and on a share basis for all other funds.
Interest earned and dividends paid are credited to each participant's
account based on accumulated daily account balances and reinvested in the
respective fund.
H. TRANSFERS BETWEEN FUNDS:
Participants may transfer all or a portion of their balance in any fund
of the Plan to an alternative fund of the Plan. Participants may make these
transfers as frequently as on a daily basis by contacting Vanguard.
I. LOANS AND IN-SERVICE WITHDRAWALS:
Participants may borrow from the Plan as described in Note 4. A
participant may withdraw all or a portion of his or her balances if bona fide
financial necessity can be demonstrated to the Plan's Administrative Committee.
A participant who makes a hardship withdrawal is limited by the Internal Revenue
Code as to the amount of CODA contribution he or she may make for the taxable
year following the year of the withdrawal. The amounts of in-service withdrawals
are limited by government regulation to amounts contributed under CODA
agreements and earnings on such contributions.
J. ROLLOVER CONTRIBUTIONS:
Participants who receive eligible rollover distributions from another
qualified plan may roll that distribution over into the Plan. Eligible rollover
distributions are those that come directly from either another qualified
retirement plan or an Individual Retirement Account ("IRA") which was set up to
hold a distribution from another qualified retirement plan on a temporary basis.
Rollover amounts can only include pretax contributions, plus any untaxed
earnings thereon. All rollovers from the IRA must be made within one year of
original distribution from the qualified retirement plan.
K. BENEFIT PAYMENTS:
A participant's benefit may be in the form of:
o A lump-sum payment;
o Periodic payments;
o A 50% joint and survivor annuity to a married participant; or
o A single life annuity.
Lump sum or installment payments may be made in cash or securities at
the direction of the Plan's Trustee. When periodic payments are elected, a
participant's interest remains in the Plan and continues to receive allocations
of earnings and losses until distribution.
6
L. TERMINATION OF PLAN:
The Company may terminate the Plan at any time. In such event, the
total amounts in participants' accounts shall continue in the trust for their
benefit and shall be paid to them or their designated beneficiaries, as
described in Section K above, upon retirement, death, disability or termination
of employment. At the present time, the Company has no intention to terminate
the Plan.
M. PLAN AMENDMENTS:
Effective January 1, 2002, the Company amended the Plan to take
advantage of certain changes permitted under the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRAA), and to increase the maximum percentage of
compensation that a participant is permitted to defer under the Plan.
The Plan was amended as follows:
o The portion of the participants' compensation that may be contributed
to the Plan was increased from 20% to 30%; however, the amount that the
participant and the Company may contribute in the aggregate may not
exceed $40,000 or 100% of the participant's compensation, an increase
from a previous aggregate maximum amount of $25,000;
o The limit on eligible compensation was increased to $200,000 and is
indexed thereafter;
o The limit on elective deferrals was increased to the maximum allowable
under EGTRAA including catch-up contributions by employees eligible to
make such deferrals under the Plan and who will have reached age 50
before close of the Plan year;
o The suspension period after a hardship withdrawal was reduced from 12
months to 6 months; and
o The Plan accepts rollover contributions from Internal Revenue Code
Section 403(b) and governmental 457(b) plans.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies
followed by the Plan:
A. METHOD OF ACCOUNTING:
The Plan's financial statements are prepared on the accrual basis of
accounting.
B. VALUATION OF INVESTMENTS:
Investments, other than money market funds and participants' loans, are
stated at fair value based on published quotations. Money market funds and
participants' loans are stated at cost, which approximates fair value.
C. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME:
Security transactions are recorded on the trade date; interest income
is recorded on the accrual basis; dividend income is recorded on the ex-dividend
date.
D. ADMINISTRATIVE EXPENSES:
All expenses that arise in connection with the administration of the
Plan are paid by the Company except for loan administration fees (see Note 4),
brokerage fees and advisory fees. Brokerage fees are included in the cost of
investments when purchased and are deducted from proceeds received in
determining realized gains and losses on investments sold. Investment advisory
fees for the management of the Vanguard funds are paid directly from fund
earnings.
7
E. CONTRIBUTION INCOME:
Company contributions are recognized during the same period in which
the Company makes payroll deductions from the participants' earnings for the
participant contributions. Contributions made in accordance with participants'
CODA agreements (see Note 1-D) are recognized during the period in which the
Company makes payroll deductions from the participants' earnings.
F. BENEFIT OBLIGATIONS:
Benefits are recorded when paid.
G. RISKS AND UNCERTAINTIES:
The Plan provides for various investment options in any combination of
investment funds described in Note 1-C. Investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in market value could materially affect
participants' account balances and the amounts reported in the financial
statements.
H. USE OF ESTIMATES:
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying disclosures. Actual results could differ from those estimates.
NOTE 3 - TAX STATUS:
The Internal Revenue Service has determined and informed the Company by
a letter dated August 22, 2001 that the Plan is designed in accordance with
applicable sections of the Code. The Company believes the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
NOTE 4 - PARTICIPANT LOANS:
Upon application, the Trustees may make a loan to a participant in an
amount not exceeding 50% of the balance in the participant's account, or
$50,000, with a minimum loan of $1,000. Such loan is allocated, as applicable,
among the eleven funds in proportion to the participant's balance in each. The
loans are collateralized by the balance in the participants' accounts and bear
interest at a rate equal to the Citibank, N.A. prime rate, plus 1/2 percent, but
in no case in excess of the legal rate of interest. Loans are subject to a loan
origination fee of $30, which is deducted from the loan proceeds. In addition,
participants with outstanding loans are subject to an annual administrative fee
of $10, which is deducted from their respective accounts each July, except for
the first year of the loan. Participant loans in the statement of Net Assets
Available for Plan Benefits are reflected at cost.
Interest rates on outstanding participant loans at December 31, 2002
and 2001 ranged from approximately 5.25% to approximately 10.0%.
8
NOTE 5 - RELATED PARTY TRANSACTIONS:
Certain Plan investments consist of units in investment funds managed
by Vanguard. Vanguard owns these investments, and is a party-in-interest as
defined by ERISA.
The IFF Stock Fund invests in shares of the Company's stock. The fund
is designed as a means for employees to participate in the potential long-term
growth of the Company.
NOTE 6 - TRANSFER OF ASSETS FROM THE BUSH BOAKE ALLEN INC. EMPLOYEES SAVINGS AND
INVESTMENT PLAN:
Effective January 1, 2002, salaried employees of The Bush Boake Allen
Employees Savings and Investment Plan ("BBA Plan") became eligible to
participate in the Plan. Service with BBA counts towards vesting service in the
Plan. Accordingly, on January 2, 2002 total assets of $22,825,525 were
transferred from the BBA Plan and invested in the Plan. Subsequently, an
additional $526,370 was transferred from the BBA Plan and invested in the Plan.
NOTE 7 - NET APPRECIATION/(DEPRECIATION) ON INVESTMENTS:
The net appreciation/(depreciation) in the fair value of investments
(including gains and losses on investments sold during the year) was as follows:
YEAR ENDED DECEMBER 31, 2002
International
Flavors & Net
Fragrances Inc. Appreciation/
Common Stock Mutual Funds (Depreciation)
----------------- ---------------- ------------------
IFF Stock Fund $ 2,197,295 $ 2,197,295
Vanguard Long-Term Corporate Fund $ 331,753 331,753
Vanguard 500 Index Fund (10,696,118) (10,696,118)
Vanguard U.S. Growth Fund (4,683,451) (4,683,451)
Vanguard International Growth Fund (1,263,129) (1,263,129)
Vanguard Total Bond Market Index Fund 147,470 147,470
Vanguard Explorer Fund (705,814) (705,814)
Vanguard PRIMECAP Fund (624,496) (624,496)
Vanguard Asset Allocation Fund (166,121) (166,121)
Vanguard Mid-Cap Index Fund (520,152) (520,152)
----------------- ---------------- ------------------
Total $ 2,197,295 $ (18,180,058) $ (15,982,763)
================= ================ ==================
9
YEAR ENDED DECEMBER 31, 2001
International
Flavors & Net
Fragrances Inc. Appreciation/
Common Stock Mutual Funds (Depreciation)
------------------ ----------------- ------------------
IFF Stock Fund $ 3,892,793 $ 3,892,793
Vanguard Long-Term Corporate Fund $ 96,965 96,965
Vanguard 500 Index Fund (5,778,151) (5,778,151)
Vanguard U.S. Growth Fund (6,588,548) (6,588,548)
Vanguard International Growth Fund (1,741,477) (1,741,477)
Vanguard Total Bond Market Index Fund 54,107 54,107
Vanguard Explorer Fund 30,997 30,997
Vanguard PRIMECAP Fund (143,864) (143,864)
Vanguard Asset Allocation Fund (32,303) (32,303)
Vanguard Mid-Cap Index Fund (9,543) (9,543)
------------------ ----------------- ------------------
Total $ 3,892,793 $ (14,111,817) $ (10,219,024)
================== ================= ==================
NOTE 8 - PLAN INVESTMENTS REPRESENTING 5% OR MORE OF THE PLAN'S NET ASSETS:
Investments at fair value that represent 5% or more of the Plan's net
assets at December 31, 2002 and 2001 were as follows:
2002 2001
---- ----
Common Stock:
International Flavors &
Fragrances Inc. $ 13,195,915 $ 11,920,454
Mutual Funds:
Vanguard Prime Money Market Fund 49,961,618 37,815,145
Vanguard 500 Index Fund 33,484,332 36,451,133
Vanguard U.S. Growth Fund 8,499,248 12,945,812
10
SUPPLEMENTARY INFORMATION
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
Fair
ISSUE DESCRIPTION Cost Value
---------------------------------------------- ----------------------------------- ---------------- ------------------
International Flavors & Fragrances Inc. * Common stock $ 11,187,662 $ 13,195,915
Vanguard Long-Term Corporate Fund * Mutual Fund 5,684,189 5,999,168
Vanguard Prime Money Market Fund * Mutual Fund 49,961,618 49,961,618
Vanguard 500 Index Fund * Mutual Fund 37,703,585 33,484,332
Vanguard U.S. Growth Fund * Mutual Fund 17,810,290 8,499,248
Vanguard International Growth Fund * Mutual Fund 7,365,045 5,332,089
Vanguard Total Bond Market Index Fund * Mutual Fund 6,438,418 6,652,855
Vanguard Explorer Fund * Mutual Fund 2,698,819 2,134,345
Vanguard PRIMECAP Fund * Mutual Fund 2,782,988 2,163,616
Vanguard Asset Allocation Fund * Mutual Fund 1,368,674 1,248,452
Vanguard Mid-Cap Index Fund * Mutual Fund 2,529,346 2,177,519
Participant Loans Varying maturity dates through
1/12/2013, interest ranging from
5.25% to 10%, per annum - 4,015,718
---------------- ------------------
TOTAL INVESTMENTS $ 145,530,634 $ 134,864,875
================ ==================
* denotes party-in-interest
11
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT PLAN) HAVE
DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED BY THE UNDERSIGNED HEREUNTO DULY
AUTHORIZED.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
RETIREMENT INVESTMENT FUND PLAN
DATE: JUNE 20, 2003 BY /S/ STEPHEN A. BLOCK
-------------------------------------
STEPHEN A. BLOCK
MEMBER, ADMINISTRATIVE COMMITTEE
BY /S/ DOUGLAS J. WETMORE
-------------------------------------
DOUGLAS J. WETMORE
MEMBER, ADMINISTRATIVE COMMITTEE
12
EXHIBIT INDEX
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP
99 Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002, signed by Richard A. Goldstein,
Chairman of the Board and Chief Executive
Officer of the Company, and Douglas J.
Wetmore, Senior Vice President and Chief
Financial Officer of the Company