ITEM 2-SELECTION OF AUDITORS
The Board of Directors has appointed Ernst & Young LLP as our
independent auditors for 2001. We are asking shareholders to ratify the
Board's selection. Ernst & Young LLP and a predecessor firm have
served as our independent auditors since 1975.
Audit Fees
The aggregate fees billed or to be billed by Ernst & Young for
professional services rendered for the audit of the Company's annual
financial statements for the fiscal year ended December 31, 2000 and for
the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year were $7.4 million.
Financial Information Systems Design and Implementation Fees
The aggregate fees billed by Ernst & Young for services rendered
during 2000 for information technology services relating to financial
information systems design and implementation were $6.1 million. These
fees were billed by Ernst & Young Consulting Group prior to its sale
on May 27, 2000 to Cap Gemini, a separate French public company.
All Other Fees
The aggregate fees billed by Ernst & Young for services rendered
to the Company during 2000, other than the services described above
under "Audit Fees" and "Financial Information Systems Design and
Implementation Fees," were $18.9 million. These fees consisted of $9.4
million for audit-related services, principally services performed in
connection with statutory or regulatory audits, services relating to
business acquisitions and dispositions and accounting consultations; $4.7
million for tax preparation and advisory services; and $4.8 million for
other advisory services, of which $4.2 million was billed by Ernst &
Young Consulting Group prior to its sale on May 27, 2000 to Cap
Gemini.
Representatives of Ernst & Young will be present at the Annual
Meeting to answer questions. They will also have the opportunity to
make a statement if they wish.
The Board of Directors recommends a vote FOR the ratification of
its selection of Ernst & Young as our independent auditors for 2001.
