1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2001 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 1-1204 ---------------------- AMERADA HESS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 13-4921002 (I.R.S. employer identification number) 1185 AVENUE OF THE AMERICAS, NEW YORK, N.Y. (Address of principal executive offices) 10036 (Zip Code) (Registrant's telephone number, including area code is (212) 997-8500) Indicate by check mark whether the registrant (I) 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 ---------- ---------- At March 31, 2001, 89,137,355 shares of Common Stock were outstanding. ================================================================================
2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES STATEMENT OF CONSOLIDATED INCOME THREE MONTHS ENDED MARCH 31 (in millions of dollars, except per share data) 2001 2000 ---------- ---------- REVENUES Sales (excluding excise taxes) and other operating revenues $ 4,182 $ 2,831 Non-operating income Equity in income of HOVENSA L.L.C. 14 11 Other 33 28 ---------- ---------- Total revenues 4,229 2,870 ---------- ---------- COSTS AND EXPENSES Cost of products sold 2,933 1,875 Production expenses 153 133 Marketing expenses 153 106 Exploration expenses, including dry holes and lease impairment 84 62 Other operating expenses 56 57 General and administrative expenses 65 51 Interest expense 40 38 Depreciation, depletion and amortization 181 174 ---------- ---------- Total costs and expenses 3,665 2,496 ---------- ---------- Income before income taxes 564 374 Provision for income taxes 227 150 ---------- ---------- NET INCOME $ 337 $ 224 ========== ========== NET INCOME PER SHARE - BASIC $ 3.83 $ 2.49 ========== ========== DILUTED $ 3.79 $ 2.47 ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 88.9 90.5 COMMON STOCK DIVIDENDS PER SHARE $ .30 $ .15 See accompanying notes to consolidated financial statements. 1
3 PART I - FINANCIAL INFORMATION (CONT'D.) AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEET (in millions of dollars, thousands of shares) A S S E T S MARCH 31, DECEMBER 31, 2001 2000 ------------- ------------- CURRENT ASSETS Cash and cash equivalents $ 700 $ 312 Accounts receivable 2,800 2,996 Inventories 342 401 Other current assets 179 406 ------------- ------------- Total current assets 4,021 4,115 ------------- ------------- INVESTMENTS AND ADVANCES HOVENSA L.L.C. 845 831 Other 216 219 ------------- ------------- Total investments and advances 1,061 1,050 ------------- ------------- PROPERTY, PLANT AND EQUIPMENT Total - at cost 12,153 11,898 Less reserves for depreciation, depletion, amortization and lease impairment 7,732 7,575 ------------- ------------- Property, plant and equipment - net 4,421 4,323 ------------- ------------- NOTE RECEIVABLE 419 443 ------------- ------------- DEFERRED INCOME TAXES AND OTHER ASSETS 324 343 ------------- ------------- TOTAL ASSETS $ 10,246 $ 10,274 ============= ============= L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y CURRENT LIABILITIES Accounts payable - trade $ 1,768 $ 1,875 Accrued liabilities 760 1,158 Taxes payable 534 440 Notes payable 2 7 Current maturities of long-term debt 276 58 ------------- ------------- Total current liabilities 3,340 3,538 ------------- ------------- LONG-TERM DEBT 1,764 1,985 ------------- ------------- DEFERRED LIABILITIES AND CREDITS Deferred income taxes 490 510 Other 366 358 ------------- ------------- Total deferred liabilities and credits 856 868 ------------- ------------- STOCKHOLDERS' EQUITY Preferred stock, par value $1.00, 20,000 shares authorized 3% cumulative convertible series Authorized - 330 shares Issued - 327 shares ($16 million liquidation preference) - - - - Common stock, par value $1.00 Authorized - 200,000 shares Issued - 89,137 shares at March 31, 2001; 88,744 shares at December 31, 2000 89 89 Capital in excess of par value 893 864 Retained earnings 3,374 3,069 Accumulated other comprehensive income (70) (139) ------------- ------------- Total stockholders' equity 4,286 3,883 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,246 $ 10,274 ============= ============= See accompanying notes to consolidated financial statements. 2
4 PART I - FINANCIAL INFORMATION (CONT'D.) AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES STATEMENT OF CONSOLIDATED CASH FLOWS Three Months Ended March 31 (in millions of dollars) 2001 2000 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 337 $ 224 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization 181 174 Exploratory dry hole costs 43 28 Lease impairment 6 6 Provision for deferred income taxes 32 26 Undistributed earnings of affiliates (9) (3) ----------- ----------- 590 455 Changes in operating assets and liabilities 163 (18) ----------- ----------- Net cash provided by operating activities 753 437 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (331) (162) Proceeds from asset sales and other (1) 10 ----------- ----------- Net cash used in investing activities (332) (152) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in notes payable (5) 10 Long-term borrowings - - 16 Repayment of long-term debt (5) (295) Cash dividends paid (40) (27) Common stock acquired (6) (10) Stock options exercised 25 5 ----------- ----------- Net cash used in financing activities (31) (301) ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (2) 1 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 388 (15) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 312 41 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 700 $ 26 =========== =========== See accompanying notes to consolidated financial statements. 3
5 PART I - FINANCIAL INFORMATION (CONT'D.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - The financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Corporation's consolidated financial position at March 31, 2001 and December 31, 2000, and the consolidated results of operations and the consolidated cash flows for the three-month periods ended March 31, 2001 and 2000. The unaudited results of operations for the interim periods are not necessarily indicative of results to be expected for the full year. Certain notes and other information have been condensed in, or omitted from, these interim financial statements. These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes included in the 2000 Annual Report to Stockholders, which have been incorporated by reference in the Corporation's Form 10-K for the year ended December 31, 2000. Note 2 - Inventories consist of the following (in millions): March 31, Dec. 31, 2001 2000 ---------- ----------- Crude oil and other charge stocks $ 110 $ 103 Refined and other finished products 385 502 Less: LIFO adjustment (236) (281) ---------- ----------- 259 324 Materials and supplies 83 77 ---------- ----------- Total inventories $ 342 $ 401 ========== =========== Note 3 - The Corporation accounts for its investment in HOVENSA L.L.C. using the equity method. Summarized income statement information for HOVENSA follows (in millions): Three months ended March 31 --------------------------- 2001 2000 ---------- ----------- Total revenues $ 1,115 $ 1,129 Costs and expenses 1,086 1,106 ---------- ----------- Net income $ 29 $ 23 ========== ========== Amerada Hess Corporation's share of income $ 14 $ 11 ========== =========== 4
6 PART I - FINANCIAL INFORMATION (CONT'D.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 - In January 2001, the Corporation replaced its $2 billion global revolving credit facility, which was due to expire in 2002, with two new committed revolving credit facilities. The first provides for $1.5 billion of short-term revolving credit through January 2002 and bears interest at .525% above the London Interbank Offered Rate ("LIBOR"). The second is a $1.5 billion five-year revolving credit, which expires in January 2006 and bears interest at .50% above LIBOR. Facility fees of .10% and .125% per annum are payable on the credit lines. The Corporation has the option to extend up to $500 million of outstanding debt under the short-term facility for an additional 364 days. Note 5 - The provision for income taxes consisted of the following (in millions): Three months ended March 31 --------------------------- 2001 2000 ---------- ----------- Current $ 195 $ 124 Deferred 32 26 ---------- ----------- Total $ 227 $ 150 ========== =========== Note 6 - Foreign currency transaction gains, after income tax effects, amounted to $10 million and $4 million for the three-month periods ended March 31, 2001 and 2000. Note 7 - The weighted average number of common shares used in the basic and diluted earnings per share computations are as follows (in thousands): Three months ended March 31 --------------------------- 2001 2000 ---------- ----------- Common shares - basic 87,902 89,931 Effect of dilutive securities (equivalent shares) Nonvested common stock 364 443 Stock options 421 152 Convertible preferred stock 205 -- ---------- ----------- Common shares - diluted 88,892 90,526 ========== =========== 5
7 PART I - FINANCIAL INFORMATION (CONT'D.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8 - The Corporation adopted FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. This statement requires that the Corporation recognize all derivatives on the balance sheet at fair value and establishes criteria for using derivatives as hedges. The Corporation uses futures, forwards, options and swaps to reduce the effects of fluctuations in crude oil, natural gas and refined product prices. The Corporation also uses derivatives in its energy marketing activities to fix the purchase and selling prices of energy products. Related hedge gains or losses are an integral part of the selling or purchase prices. Generally, these derivatives are designated as hedges of expected future cash flows or forecasted transactions (cash flow hedges), and the gains or losses are recorded in other comprehensive income. The Corporation's use of fair value hedges is not material. The Corporation's remaining derivatives, including foreign currency contracts, are not designated as hedges and the change in fair value is included in income currently. The January 1 transition adjustment resulting from adopting FAS No.133 was a cumulative increase in other comprehensive income of $145 million before income taxes ($100 million after income taxes), substantially all of which results from crude oil and natural gas hedges. The transition adjustment did not have a material effect on net income. The accounting change also affected current assets and liabilities. The Corporation reclassifies hedging gains and losses included in other comprehensive income to earnings at the time the hedged transactions are recognized. Results from exploration and production activities in the first quarter of 2001 were reduced $31 million ($20 million after income taxes) by reclassified hedge losses. The impact of hedging on refining and marketing results was immaterial. At March 31, 2001, after-tax deferred gains from hedging crude oil and natural gas contracts expiring through 2003 were approximately $70 million (including $50 million of unrealized gains). Of the total, $31 million relates to the remainder of 2001. The ineffective portion of hedges is included in current earnings. The amount of hedge ineffectiveness was not material during the quarter ended March 31, 2001. The Corporation uses derivative contracts in its trading activities. The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions for its own account. The results from trading activities, including the Corporation's share of the earnings of the trading partnership, amounted to income of $24 million in the first quarter of 2001 and losses of $10 million in the first quarter of 2000. 6
8 PART I - FINANCIAL INFORMATION (CONT'D.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9 - Accumulated other comprehensive income consists of the following (in millions): Deferred Foreign cash currency flow translation Total hedges adjustment ------------- ------------- ------------- Balance at January 1, 2001 $ (139) $ - $ (139) FAS 133 transition adjustment 100 100 - Reclassification of deferred hedging loss to earnings 20 20 - Change in fair value of derivatives and foreign currency translation adjustment (51) (46) (5) ------------- ------------- ------------- Balance at March 31, 2001 $ (70) $ 74 $ (144) ============= ============= ============= Note 10 - The Corporation's results by operating segment were as follows (in millions): Three months ended March 31 --------------------------- 2001 2000 ---------- ----------- Operating revenues Exploration and production (*) $ 1,275 $ 1,050 Refining, marketing and shipping 3,170 1,929 ---------- ----------- Total $ 4,445 $ 2,979 ========== =========== Net income (loss) Exploration and production $ 275 $ 218 Refining, marketing and shipping 105 48 Corporate, including interest (43) (42) ---------- ----------- Total $ 337 $ 224 ========== =========== (*) Includes transfers to affiliates of $263 million during the three-months ended March 31, 2001, compared to $148 million for the corresponding period of 2000. 7
9 PART I - FINANCIAL INFORMATION (CONT'D.) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. RESULTS OF OPERATIONS Net income for the first quarter of 2001 amounted to $337 million compared with $224 million in the first quarter of 2000. The after-tax results by major operating activity for the first quarters of 2001 and 2000 were as follows (in millions, except per share data): Three months ended March 31 ---------------------------- 2001 2000 ----------- ----------- Exploration and production $ 275 $ 218 Refining, marketing and shipping 105 48 Corporate (13) (12) Interest expense (30) (30) ----------- ----------- Net income $ 337 $ 224 =========== =========== Net income per share (diluted) $ 3.79 $ 2.47 =========== =========== Exploration and Production Operating earnings from exploration and production activities increased by $57 million in the first quarter of 2001 over the first quarter of 2000, principally reflecting higher worldwide crude oil and natural gas sales volumes and increased natural gas selling prices. The Corporation's average selling prices, including the effects of hedging, were as follows: Three months ended March 31 ---------------------------- 2001 2000 ----------- ----------- Crude oil (per barrel) United States $ 24.23 $ 22.58 Foreign 25.62 25.65 Natural gas liquids (per barrel) United States $ 26.76 $ 20.87 Foreign 22.32 22.61 Natural gas (per Mcf) United States $ 5.45 $ 2.40 Foreign 2.95 2.08 8
10 PART I - FINANCIAL INFORMATION (CONT'D.) RESULTS OF OPERATIONS (CONTINUED) The Corporation's net daily worldwide production was as follows: Three months ended March 31 ------------------------ 2001 2000 ---------- ---------- Crude oil (thousands of barrels per day) United States 57 52 United Kingdom 120 112 Norway 25 23 Denmark 23 30 Gabon 7 9 Indonesia 5 3 Azerbaijan 4 3 Algeria 14 - - ---------- ---------- Total 255 232 ========== ========== Natural gas liquids (thousands of barrels per day) United States 11 14 Foreign 10 9 ---------- ---------- Total 21 23 ========== ========== Natural gas (thousands of Mcf per day) United States 322 294 United Kingdom 344 345 Norway 25 26 Denmark 49 35 Indonesia and Thailand 31 36 ---------- ---------- Total 771 736 ========== ========== Barrels of oil equivalent (thousands of barrels per day) 405 378 ========== ========== On a barrel of oil equivalent basis, the Corporation's oil and gas production increased by 7% in the first quarter of 2001 compared with the corresponding period of 2000. The increase in United States crude oil production in the first quarter of 2001 was primarily due to production from the Conger Field in the Gulf of Mexico, which commenced in the fourth quarter of 2000. Natural gas production in the United States increased because of new production from the Conger and Northwestern Fields. United Kingdom crude oil production increased principally as a result of production from the Bittern Field, which commenced in the second half of 2000. Crude oil production from the South Arne Field in Denmark decreased in 2001 compared with the first quarter of 2000, however, natural gas production from the 9
11 PART I - FINANCIAL INFORMATION (CONT'D.) RESULTS OF OPERATIONS (CONTINUED) field increased. Crude oil production in the first quarter of 2001 also reflects production from the Corporation's interest in a redevelopment project in Algeria. At the end of the first quarter, the Corporation completed the purchase of three natural gas fields in the Gulf of Mexico. In early April, the Corporation also completed the purchase of substantially all of the assets of a privately held exploration and production company operating in the Gulf of Mexico and onshore Louisiana. The acquisitions will add approximately 230,000 Mcf of natural gas equivalent per day to United States production. Production expenses in the first quarter of 2001 were higher than in the first quarter of 2000, partially due to increased production volumes and on a per-barrel basis, due to the mix of producing fields. Depreciation, depletion and amortization charges were also higher in 2001, reflecting increased production volumes, while per-barrel costs were lower due to year-end reserve revisions. Exploration expense was higher in 2001 reflecting seismic purchases in the United States and exploration drilling in Asia. General and administrative expenses relating to exploration and production activities were also slightly higher. The effective income tax rate in the first quarter of 2001 was 41%, comparable to the first quarter of 2000. Crude oil and natural gas selling prices continue to be volatile and fluctuations are only partially mitigated by the Corporation's hedging program. Refining, Marketing and Shipping Operating earnings for refining, marketing and shipping activities amounted to $105 million in the first quarter of 2001 compared with $48 million in the first quarter of 2000. The Corporation's downstream operations include its equity share of HOVENSA, a 50% owned refining joint venture. HOVENSA The Corporation's share of HOVENSA's income was $14 million in the first quarter of 2001 compared with $11 million in the first quarter of 2000. Margins for refined products were higher in the first quarter of 2001. During the first quarter of 2001, the fluid catalytic cracking unit was shutdown for six weeks of scheduled maintenance. As a result, refinery earnings were reduced. Income taxes on HOVENSA's results are offset by available loss carryforwards. Operating earnings from refining, marketing and shipping activities also included interest income of $10 million in 2001 and $12 million in 2000 on the note received from PDVSA V.I. in connection with the formation of the joint venture. 10
12 PART I - FINANCIAL INFORMATION (CONT'D.) RESULTS OF OPERATIONS (CONTINUED) Retail, energy marketing and other Results from retail gasoline operations for the first quarter of 2001 were slightly higher than the comparable period of 2000, despite rising product costs. The Corporation's Port Reading refining facility had increased earnings, reflecting improved margins and the shutdown for scheduled maintenance in the first quarter of last year. Earnings from energy marketing activities decreased in the first quarter of 2001 compared with the corresponding period of 2000. Total refined product sales volumes amounted to 42 million barrels in the first quarter of 2001, compared with 36 million barrels in the first quarter of 2000. Marketing expenses increased $47 million in the first quarter of 2001 compared with 2000, principally reflecting expanded retail and energy marketing operations. The Corporation has a 50% voting interest in a consolidated partnership that trades energy commodities and energy derivatives. The Corporation also takes trading positions in addition to its hedging program. The combined results of these trading activities amounted to income of $24 million in the first quarter of 2001 compared with a loss of $10 million in the first quarter of 2000. Expenses of the trading partnership are included in marketing expenses. Demand for refined products in the first quarter of 2001 provided favorable margins, however, there can be no assurance that these margins will continue indefinitely and, therefore, overall refining and marketing earnings will fluctuate over time. Corporate Corporate results in the first quarter of 2001 were comparable to those of 2000, as higher interest income offset increased general and administrative expenses, including compensation related costs and bank fees. Consolidated Operating Revenues Sales and other operating revenues increased by 48% in the first quarter of 2001 compared with the first quarter of 2000. The increase primarily reflects higher selling prices and increased sales volumes of refined products and purchased natural gas. Crude oil and natural gas production volumes and natural gas selling prices were also higher. 11
13 PART I - FINANCIAL INFORMATION (CONT'D.) LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities, including changes in operating assets and liabilities, amounted to $753 million in the first quarter of 2001 compared with $437 million in the first quarter of 2000. Excluding changes in balance sheet accounts, the increase was $135 million and resulted primarily from improved operating results. Total debt was $2,042 million at March 31, 2001 compared with $2,050 million at December 31, 2000. The debt to capitalization ratio decreased to 32% at March 31 compared to 35% at year-end. At March 31, 2001, the Corporation had $3 billion of additional borrowing capacity available under its revolving credit agreements and additional unused lines of credit under uncommitted arrangements with banks of $219 million. Since inception of the Corporation's $300 million common stock repurchase program in March 2000, the Corporation has repurchased 3,524,000 shares as of March 31, 2001, for approximately $225 million. The Corporation uses futures, forwards, options and swaps to reduce the effects of changes in the selling prices of crude oil, natural gas and refined products. These instruments fix the selling prices of a portion of the Corporation's production and the related gains or losses are an integral part of the Corporation's selling prices. At March 31, 2001, the Corporation had open hedge positions on 46% of its estimated worldwide crude oil production and 32% of its U.S. natural gas production for the remainder of the year. The Corporation has also hedged 17% of its estimated crude oil production and 19% of its U.S. natural gas production for 2002 and 6% of its U.S. natural gas production for 2003. As market conditions change, the Corporation may adjust its hedge positions. The Corporation uses value at risk to estimate the potential effects of changes in fair values of derivatives and other instruments used in hedging activities and derivatives and commodities used in trading activities. The Corporation estimates that at March 31, 2001, the value at risk was $34 million ($36 million at December 31, 2000) related to hedging activities and $22 million ($16 million at December 31, 2000) for trading activities. The Corporation reduces its exposure to fluctuating foreign exchange rates by using forward contracts to fix the exchange rate on a portion of the foreign currency required in its North Sea operations. At March 31, 2001, the Corporation had $405 million of notional value foreign exchange contracts outstanding. 12
14 PART I - FINANCIAL INFORMATION (CONT'D.) LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) Capital expenditures in the first quarter of 2001 amounted to $331 million, of which $318 million related to exploration and production activities. These expenditures include the purchase of natural gas reserves in the Gulf of Mexico for $98 million. Capital expenditures in the first quarter of 2000 amounted to $162 million including $127 million for exploration and production. For the remainder of 2001, capital expenditures, excluding acquisitions, are expected to be approximately $1 billion and will be financed largely by internally generated funds. In early April, the Corporation purchased substantially all of the assets of a privately held exploration and production company for $767 million. These properties are located on the Gulf of Mexico shelf and onshore Louisiana. The purchase was financed primarily with internally generated funds. In April, the Corporation also invested $86 million in a 50% joint venture with a company that owns and operates 120 gasoline stations and convenience stores and 21 travel centers located in Virginia, North Carolina and South Carolina. The Corporation also plans to lease 53 retail outlets in Boston and southern New Hampshire. FORWARD LOOKING INFORMATION Certain sections of Management's Discussion and Analysis of Results of Operations and Financial Condition, including references to the Corporation's future results of operations and financial position, contain forward-looking information. These disclosures are based on the Corporation's current assessments and reasonable assumptions about the future. Actual results may differ from these disclosures because of changes in market conditions, government actions and other factors. 13
15 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits None (b) Reports on Form 8-K The Registrant filed no report on Form 8-K during the three months ended March 31, 2001. 14
16 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. AMERADA HESS CORPORATION (REGISTRANT) By s/s John B. Hess ------------------------------- JOHN B. HESS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER By s/s John Y. Schreyer ------------------------------- JOHN Y. SCHREYER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Date: May 10, 2001 15