##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 29, 2001

Commission file number 1-11793

THE DIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|DELAWARE                                 |  | 51-0374887         
|                                        
|                                        
|                                        
|                                        
|(State or Other Jurisdiction of          |  | (I.R.S. Employer   
|                                        
|                                        
|                                        
|                                        
|Incorporation or Organization)           |  | Identification No.)
|                                        
|15501 NORTH DIAL BOULEVARD               |  |                    
|                                        
|                                        
|                                        
|                                        
|SCOTTSDALE, ARIZONA                      |  | 85260-1619         
|                                        
|                                        
|                                        
|                                        
|(Address of Principal Executive Offices) |  | (Zip Code)         

Registrants Telephone Number, Including Area Code: (480) 754-3425

Indicate by check mark whether the registrant (1) has filed all Exchange Act
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.

|     |  |     |  | 
|---- |  | --- |  | 
|Yesþ |  | Noo

The number of shares of Common Stock, $.01 par value, outstanding as the close
of business on October 27, 2001 was
94,872,637.





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##### 



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

THE DIAL CORPORATION
CONSOLIDATED BALANCE SHEETS

|                                              |                                                                                                        |                            |           |                   |         |   |           |          |           | 
|--------------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------------------- | --------- | ----------------- | ------- | - | --------- | -------- | --------- | 
|                                              |                                                                                                        |                            |           | (Unaudited)       |         |   |           |         
|(in thousands, except share data)             |                                                                                                        | September 29, 2001         |           | December 31, 2000
|                                              |                                                                                                        |                            |           |                  
|ASSETS                                        |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|Current Assets:                               |                                                                                                        |                            |           |                   |         |   |           |         
|                                             
|                                             
|                                             
|                                             
|                                              | Cash and cash equivalents                                                                              |                            | $         | 6,570             |         |   | $         | 6,733    |          
|                                             
|                                             
|                                             
|                                             
|                                              | Receivables, less allowance of $6,812 and $5,574                                                       |                            |           | 122,419           |         |   |           | 136,041  |          
|                                             
|                                             
|                                             
|                                             
|                                              | Inventories                                                                                            |                            |           | 147,447           |         |   |           | 144,806  |          
|                                             
|                                             
|                                             
|                                             
|                                              | Deferred income taxes                                                                                  |                            |           | 19,863            |         |   |           | 16,573   |          
|                                             
|                                             
|                                             
|                                             
|                                              | Income tax receivable                                                                                  |                            |           | 31,110            |         |   |           |         |          
|                                             
|                                             
|                                             
|                                             
|                                              | Current assets of discontinued operations                                                              |                            |           |                  |         |   |           | 80,932   |          
|                                             
|                                             
|                                             
|                                             
|                                              | Other current assets                                                                                   |                            |           | 6,844             |         |   |           | 3,403    |          
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        | Total current assets       |           |                   | 334,253 |   |           |          | 388,488   | 
|                                             
|                                             
|                                             
|                                             
|Property and equipment, net                   |                                                                                                        |                            | 264,067   |                   |         |   | 294,924   |         
|                                             
|                                             
|                                             
|                                             
|Deferred income taxes                         |                                                                                                        |                            | 45,643    |                   |         |   | 48,623    |         
|                                             
|                                             
|                                             
|                                             
|Intangibles, net                              |                                                                                                        |                            | 427,013   |                   |         |   | 421,744   |         
|                                             
|                                             
|                                             
|                                             
|Non-current assets of discontinued operations |                                                                                                        |                            |          |                   |         |   | 205,620   |         
|                                             
|                                             
|                                             
|                                             
|Other assets                                  |                                                                                                        |                            | 24,514    |                   |         |   | 33,318    |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        | $                          | 1,095,490 |                   |         | $ | 1,392,717 |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|LIABILITIES AND STOCKHOLDERS EQUITY          |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|Current Liabilities:                          |                                                                                                        |                            |           |                   |         |   |           |         
|                                             
|                                             
|                                             
|                                             
|                                              | Trade accounts payable                                                                                 |                            | $         | 107,132           |         |   | $         | 128,093  |          
|                                             
|                                             
|                                             
|                                             
|                                              | Short-term
debt                                                                                        |                            |           |                  |         |   |           | 125,776  |          
|                                             
|                                             
|                                             
|                                             
|                                              | Income taxes payable                                                                                   |                            |           |                  |         |   |           | 10,746   |          
|                                             
|                                             
|                                             
|                                             
|                                              | Current liabilities of discontinued operations                                                         |                            |           |                  |         |   |           | 30,399   |          
|                                             
|                                             
|                                             
|                                             
|                                              | Other current liabilities                                                                              |                            |           | 154,038           |         |   |           | 110,587  |          
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                        | Total current liabilities  |           |                   | 261,170 |   |           |          | 405,601   | 
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|Long-term debt                                |                                                                                                        |                            | 480,936   |                   |         |   | 469,271   |         
|                                             
|                                             
|                                             
|                                             
|Pension and other benefits                    |                                                                                                        |                            | 213,455   |                   |         |   | 217,035   |         
|                                             
|                                             
|                                             
|                                             
|Other liabilities                             |                                                                                                        |                            | 7,163     |                   |         |   | 6,903     |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                        | Total liabilities          |           |                   | 962,724 |   |           |          | 1,098,810 | 
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|Stockholders Equity:                         |                                                                                                        |                            |           |                   |         |   |           |         
|                                             
|                                             
|                                             
|                                             
|                                              | Preferred stock, $.01 par value, 10,000,000 shares
authorized; no shares issued and outstanding        |                            |           |                  |         |   |           |         |          
|                                             
|                                             
|                                             
|                                             
|                                              | Common stock, $.01 par value, 300,000,000 shares
authorized; 105,712,924 and 105,679,849 shares issued |                            |           | 1,057             |         |   |           | 1,057    |          
|                                             
|                                             
|                                             
|                                             
|                                              | Additional capital                                                                                     |                            |           | 419,409           |         |   |           | 402,024  |          
|                                             
|                                             
|                                             
|                                             
|                                              | Retained (deficit) income                                                                              |                            |           | (14,928           | )       |   |           | 153,600  |          
|                                             
|                                             
|                                             
|                                             
|                                              | Accumulated other comprehensive loss                                                                   |                            |           | (1,171            | )       |   |           | (3,465   | )        
|                                             
|                                             
|                                             
|                                             
|                                              | Employee benefits                                                                                      |                            |           | (56,330           | )       |   |           | (45,128  | )        
|                                             
|                                             
|                                             
|                                             
|                                              | Treasury stock, 10,833,392 and 10,772,046 shares held                                                  |                            |           | (215,271          | )       |   |           | (214,181 | )        
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        | Total stockholders equity |           |                   | 132,766 |   |           |          | 293,907   | 
|                                              |                                                                                                        |                            |           |                   |         |   |           |         
|                                              |                                                                                                        | $                          | 1,095,490 |                   |         | $ | 1,392,717 |         
|                                              |                                                                                                        |                            |           |                   |         |   |           |         

See Notes to Consolidated Financial Statements.

2



---



##### 



THE DIAL CORPORATION
STATEMENT OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

|                                                      |                                                                                                            |                                    |          |                    |   |   |         |         |   | 
|----------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ---------------------------------- | -------- | ------------------ | - | - | ------- | ------- | - | 
|                                                      |                                                                                                            |                                    |          | (Unaudited)       
|                                                      |                                                                                                            |                                    |          | Quarter Ended     
|                                                      |                                                                                                            |                                   
|(in
thousands, except per share data)                 |                                                                                                            | September 29, 2001                 |          | September 30, 2000
|                                                      |                                                                                                            |                                    |          |                   
|Net sales                                             |                                                                                                            | $                                  | 430,487  |                    |   | $ | 385,624 |        
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Costs and expenses:                                   |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Cost of products sold                                                                                      |                                    |          | 211,613            |   |   |         | 197,471 |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Asset writedowns and discontinued product inventories as a
result of restructuring and special charges     |                                    |          | 10,940             |   |   |         | 3,030   |  
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                      | Total cost of products sold                                                                                |                                    |          | 222,553            |   |   |         | 200,501 |  
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                      | Selling, general and administrative expenses                                                               |                                    |          | 170,523            |   |   |         | 158,128 |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Restructuring and special charges and other asset writedowns                                               |                                    |          | 486                |   |   |         | 3,596   |  
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                      |                                                                                                            |                                    | 171,009  |                    |   |   | 161,724 |        
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                      | Total costs and expenses                                                                                   |                                    |          | 393,562            |   |   |         | 362,225 |  
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Operating income                                      |                                                                                                            |                                    | 36,925   |                    |   |   | 23,399  |        
|                                                     
|                                                     
|                                                     
|                                                     
|Interest and other expenses                           |                                                                                                            |                                    | (11,934  | )                  |   |   | (13,875 | )      
|                                                     
|                                                     
|                                                     
|                                                     
|Net income (loss) of joint ventures                   |                                                                                                            |                                    | 986      |                    |   |   | (13,635 | )      
|                                                     
|                                                     
|                                                     
|                                                     
|Other income  gain on special items                  |                                                                                                            |                                    |         |                    |   |   | 4,583   |        
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Income from continuing operations before income taxes |                                                                                                            |                                    | 25,977   |                    |   |   | 472     |        
|                                                     
|                                                     
|                                                     
|                                                     
|Income taxes                                          |                                                                                                            |                                    | 12,114   |                    |   |   | 918     |        
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Income
(loss) from continuing operations              |                                                                                                            |                                    | 13,863   |                    |   |   | (446    | )      
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Discontinued operation:                               |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Loss from operation of discontinued Specialty Personal
Care segment, net of income tax of $243 and $14,699 |                                    |          | (876               | ) |   |         | (25,720 | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Loss on disposal of discontinued Specialty Personal Care segment,
net of income tax of $40,000             |                                    |          | (198,403           | ) |   |         |        |  
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Total loss from discontinued operation                |                                                                                                            |                                    | (199,279 | )                  |   |   | (25,720 | )      
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|NET
LOSS                                              |                                                                                                            | $                                  | (185,416 | )                  |   | $ | (26,166 | )      
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Basic net income (loss) per common share:             |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Income from continuing operations                                                                          |                                    | $        | 0.15               |   |   | $       | 0.00    |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Loss from discontinued operation                                                                           |                                    |          | (2.18              | ) |   |         | (0.28   | )
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|NET
LOSS PER SHARE  BASIC                            |                                                                                                            | $                                  | (2.03    | )                  |   | $ | (0.29   | )      
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Diluted net income (loss) per common share:           |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Income from continuing operations                                                                          |                                    | $        | 0.15               |   |   | $       | 0.00    |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Loss from discontinued operation                                                                           |                                    |          | (2.18              | ) |   |         | (0.28   | )
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|NET
LOSS PER SHARE  DILUTED                          |                                                                                                            | $                                  | (2.03    | )                  |   | $ | (0.29   | )      
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Weighted average basic shares outstanding             |                                                                                                            |                                    | 91,494   |                    |   |   | 91,150  |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                            | Weighted average equivalent shares |          |                    |  |   |         |         |  | 
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|Weighted average diluted shares outstanding           |                                                                                                            |                                    | 91,494   |                    |   |   | 91,150  |        
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|NET
LOSS                                              |                                                                                                            | $                                  | (185,416 | )                  |   | $ | (26,166 | )      
|                                                     
|                                                     
|                                                     
|                                                     
|Other
comprehensive income (loss) net of tax:         |                                                                                                            |                                    |          |                    |   |   |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Foreign
currency translation adjustment                                                                    |                                    |          | (272               | ) |   |         | 30      |  
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        
|COMPREHENSIVE
LOSS                                    |                                                                                                            | $                                  | (185,688 | )                  |   | $ | (26,136 | )      
|                                                      |                                                                                                            |                                    |          |                    |   |   |         |        

See Notes to Consolidated Financial Statements.

3



---



##### 



THE DIAL CORPORATION
STATEMENT OF CONSOLIDATED OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |         |           |        |      |  
|----------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ---------------------------------- | --------------------------------------- | --------- | ----------------- | --------- | ------- | --------- | ------ | ---- | -
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           | (Unaudited)      
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           | Nine Months Ended
|                                                      |                                                                                                       |                                                                                                       
|(in
thousands, except per share data)                 |                                                                                                       | September 29, 2001                                                                                     |                                    | September 30, 2000                     
|                                                      |                                                                                                       |                                                                                                        |                                    |                                        
|Net sales                                             |                                                                                                       | $                                                                                                      | 1,236,761                          |                                         |           | $                 | 1,120,476 |        
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                     
|                                                     
|                                                     
|                                                     
|Costs and expenses:                                   |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Cost of products sold                                                                                  |                                    |                                         | 619,892   |                   |           |         | 564,039   |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Asset writedowns and discontinued product inventories as a result of
restructuring and special charges |                                    |                                         | 10,940    |                   |           |         | 9,843     |       
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       | Total cost of products sold                                                                            |                                    |                                         | 630,832   |                   |           |         | 573,882   |       
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       | Selling, general and administrative expenses                                                           |                                    |                                         | 497,232   |                   |           |         | 440,582   |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Restructuring and special charges and other asset writedowns                                           |                                    |                                         | 486       |                   |           |         | 7,182     |       
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       |                                                                                                        | 497,718                            |                                         |           |                   | 447,764   |        
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       | Total costs and expenses                                                                               |                                    |                                         | 1,128,550 |                   |           |         | 1,021,646 |       
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Operating income                                      |                                                                                                       |                                                                                                        | 108,211                            |                                         |           |                   | 98,830    |        
|                                                     
|                                                     
|                                                     
|                                                     
|Interest and other expenses                           |                                                                                                       |                                                                                                        | (37,829                            | )                                       |           |                   | (35,837   | )      
|                                                     
|                                                     
|                                                     
|                                                     
|Net income (loss) of joint ventures                   |                                                                                                       |                                                                                                        | 2,990                              |                                         |           |                   | (17,980   | )      
|                                                     
|                                                     
|                                                     
|                                                     
|Other income  gain on special items                  |                                                                                                       |                                                                                                        |                                   |                                         |           |                   | 11,245    |        
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Income from continuing operations before income taxes |                                                                                                       |                                                                                                        | 73,372                             |                                         |           |                   | 56,258    |        
|                                                     
|                                                     
|                                                     
|                                                     
|Income taxes                                          |                                                                                                       |                                                                                                        | 28,855                             |                                         |           |                   | 19,190    |        
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Income from continuing operations                     |                                                                                                       |                                                                                                        | 44,517                             |                                         |           |                   | 37,068    |        
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Discontinued operation:                               |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Loss from operation of discontinued Specialty Personal
Care segment, net of tax of $1,120 and $22,630 |                                                                                                        |                                    | (3,691                                  | )         |                   |           | (40,607 | )        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Loss on disposal of discontinued Specialty Personal Care segment,
net of tax of $40,000                |                                    |                                         | (198,403  | )                 |           |         |          |       
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       | Total loss from discontinued operation                                                                 |                                    |                                         | (202,094  | )                 |           |         | (40,607   | )     
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|NET
LOSS                                              |                                                                                                       | $                                                                                                      | (157,577                           | )                                       |           | $                 | (3,539    | )      
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Basic net income (loss) per common share:             |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Income from continuing operations                                                                      |                                    | $                                       | 0.49      |                   |           | $       | 0.40      |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Loss from discontinued operation                                                                       |                                    |                                         | (2.21     | )                 |           |         | (0.44     | )     
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|NET LOSS PER SHARE  BASIC                            |                                                                                                       | $                                                                                                      | (1.72                              | )                                       |           | $                 | (0.04     | )      
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Diluted net income (loss) per common share:           |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Income from continuing operations                                                                      |                                    | $                                       | 0.49      |                   |           | $       | 0.40      |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       | Loss from discontinued operation                                                                       |                                    |                                         | (2.21     | )                 |           |         | (0.44     | )     
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|NET LOSS PER SHARE  DILUTED                          |                                                                                                       | $                                                                                                      | (1.72                              | )                                       |           | $                 | (0.04     | )      
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Weighted average basic shares outstanding             |                                                                                                       |                                                                                                        | 91,385                             |                                         |           |                   | 92,536    |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       |                                                                                                        | Weighted average equivalent shares |                                         |           |                  |           |         |           |       |     
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|Weighted average diluted shares outstanding           |                                                                                                       |                                                                                                        | 91,385                             |                                         |           |                   | 92,536    |        
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       |                                                                                                        | NET LOSS                           |                                         | $         | (157,577          | )         |         | $         | (3,539 | )   
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       |                                                                                                        |                                    | Other comprehensive net of tax:         |           |                   |           |         |           |        |      |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       |                                                                                                        |                                    | Foreign currency translation adjustment |           |                   | (504      | )       |           |        | (392 | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                                                       |                                                                                                        |                                    | Minimum pension liability               |           |                   |           |         |           |        | (244 | )
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        
|                                                      |                                                                                                       |                                                                                                        | COMPREHENSIVE LOSS                 |                                         | $         | (158,081          | )         |         | $         | (4,175 | )   
|                                                      |                                                                                                       |                                                                                                        |                                    |                                         |           |                   |           |        

See Notes to Consolidated Financial Statements.

4



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##### 



THE DIAL CORPORATION
STATEMENT OF CONSOLIDATED CASH FLOWS

|                                                                                  |                                                             |                                   |          |                    |         |   |          |         |         |  
|--------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------- | -------- | ------------------ | ------- | - | -------- | ------- | ------- | -
|                                                                                  |                                                             |                                   |          | (Unaudited)       
|                                                                                  |                                                             |                                   |          | Nine Months Ended 
|                                                                                  |                                                             |                                  
|(in thousands)                                                                    |                                                             | September 29, 2001                |          | September 30, 2000
|                                                                                  |                                                             |                                   |          |                   
|CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                      |                                                             |                                   |          |                    |         |   |          |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net loss                                                                          |                                                             | $                                 | (157,577 | )                  |         | $ | (3,539   | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Adjustments to reconcile net income to net cash provided by
operating activities: |                                                             |                                   |          |                    |         |   |          |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Depreciation                                                |                                   |          | 29,196             |         |   |          | 28,790  |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Amortization                                                |                                   |          | 7,486              |         |   |          | 5,937   |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Deferred income taxes                                       |                                   |          | (595               | )       |   |          | 8,414   |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Loss from discontinued operation                            |                                   |          | 202,094            |         |   |          | 40,607  |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Restructuring charges, special charges and asset writedowns |                                   |          | 11,787             |         |   |          | 28,160  |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Gain on special items                                       |                                   |          |                   |         |   |          | (11,245 | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  | Change in operating assets and liabilities:                 |                                   |          |                    |         |   |          |         |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                             | Receivables                       |          |                    | 13,413  |   |          |         | 22,562  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                             | Inventories                       |          |                    | (3,156  | ) |          |         | (9,500  | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                             | Trade accounts payable            |          |                    | (20,961 | ) |          |         | (6,083  | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                             | Income taxes receivable           |          |                    | (41,856 | ) |          |         | (32,621 | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                  |                                                             | Other assets and liabilities, net |          |                    | 44,124  |   |          |         | (4,292  | )
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|Net cash provided by operating activities                                         |                                                             |                                   | 83,955   |                    |         |   | 67,190   |        
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:                               |                                                             |                                   |          |                    |         |   |          |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Capital expenditures                                                              |                                                             |                                   | (17,556  | )                  |         |   | (25,981  | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Investment in and loans to joint ventures                                         |                                                             |                                   |         |                    |         |   | (27,210  | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Acquisition of businesses, net of cash acquired                                   |                                                             |                                   | (75      | )                  |         |   | (119,073 | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Proceeds from disposition of discontinued operation                               |                                                             |                                   | 8,000    |                    |         |   |         |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Investment in and transfers from discontinued operation                           |                                                             |                                   | 46,345   |                    |         |   | (7,729   | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Proceeds from sale of assets                                                      |                                                             |                                   | 2,260    |                    |         |   | 15,339   |        
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|Net cash provided (used) by investing activities                                  |                                                             |                                   | 38,974   |                    |         |   | (164,654 | )      
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|CASH FLOWS (USED) PROVIDED BY FINANCING ACTIVITIES:                               |                                                             |                                   |          |                    |         |   |          |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net
change in long-term debt                                                      |                                                             |                                   | 11,665   |                    |         |   | 168,236  |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Common stock purchased for treasury                                               |                                                             |                                   |         |                    |         |   | (83,254  | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net
change in short-term debt                                                     |                                                             |                                   | (125,776 | )                  |         |   | 107,107  |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Dividends paid on common stock                                                    |                                                             |                                   | (10,950  | )                  |         |   | (22,113  | )      
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Cash proceeds from stock options                                                  |                                                             |                                   | 1,969    |                    |         |   | 1,150    |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Net change in receivables sold                                                    |                                                             |                                   |         |                    |         |   | (73,177  | )      
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|Net cash (used) provided by financing activities                                  |                                                             |                                   | (123,092 | )                  |         |   | 97,949   |        
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|Net (decrease) increase in cash and cash equivalents                              |                                                             |                                   | (163     | )                  |         |   | 485      |        
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Cash and cash equivalents, beginning of period                                    |                                                             |                                   | 6,733    |                    |         |   | 5,939    |        
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                          |                                                             | $                                 | 6,570    |                    |         | $ | 6,424    |        
|                                                                                  |                                                             |                                   |          |                    |         |   |          |        

See Notes to Consolidated Financial Statements.

5



---



##### 



THE DIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Preparation

The accompanying consolidated financial statements include the accounts of The
Dial Corporation and all majority-owned subsidiaries. This information should
be read in conjunction with the financial statements set forth in The Dial
Corporation Annual Report to Stockholders for the year ended December 31, 2000.

On August 28, 2001, we completed the sale of our Specialty Personal Care
(SPC) business. The accompanying financial statements have been prepared to
reflect our historical financial position and results of operations and cash
flows as adjusted for the reclassification of the SPC business as a
discontinued operation. The historical results of operations of the SPC
business up to its date of disposition and the estimated loss on the sale of
SPC are reported as a discontinued operation in the accompanying consolidated
financial statements.

Accounting policies utilized in the preparation of the financial information
herein presented are the same as set forth in Dials annual financial
statements except as modified for interim accounting policies which are within
the guidelines set forth in Accounting Principles Board Opinion No. 28,
Interim Financial Reporting. The interim consolidated financial statements
are unaudited. In the opinion of management, all adjustments, consisting of
normal recurring accruals and accruals to record certain estimated exit costs
and transaction costs necessary to dispose of the SPC business and accruals to
record certain special charges (see note 3), necessary to present fairly the
financial position as of September 29, 2001 and the results of operations and
cash flows for the quarters and nine months ended September 29, 2001 and
September 30, 2000 have been included. Interim results of operations are not
necessarily indicative of the results of operations for the full year.

Note 2. Discontinued Operation

On August 28, 2001, Dial sold all of the stock of its wholly-owned subsidiary,
Sarah Michaels, Inc., and inventory, other operating, intellectual property and
other intangible assets associated with its Specialty Personal Care (SPC)
business. The SPC business included the businesses conducted under the Sarah
Michaels and Freeman trademarks.

Dial retained all accounts receivable and accounts payable relating to the SPC
business generated on or prior to August 28, 2001. As consideration for the
sale, Dial received aggregate purchase price consideration of $12 million,
which consisted of $8 million in cash and two subordinated promissory notes in
the amount of $2 million each and which bear interest at the rate of 10% per
annum. One of the notes is due and payable on December 28, 2001 and the other
on January 25, 2002. As security for payment under the foregoing notes, Dial
received a first priority security interest in the four primary Freeman and
Sarah Michaels trademarks. The $4 million in promissory notes has not been
recorded by Dial because of uncertainties regarding the realizability of such
amounts. This additional $4 million contingent consideration will be recorded
by Dial if and when received.

As a result of the sale, Dial recognized in the third quarter of 2001 a loss of
approximately $198.4 million, net of a current tax benefit of approximately $40
million. This tax benefit currently is expected to result in cash savings in
the third and fourth quarters of 2001 and the first and second quarters of
2002. The loss on the sale of SPC primarily is comprised of the write-off of
goodwill and inventories. In addition, the sale resulted in an approximate $50
million capital loss for which no tax benefits were provided. However, tax
benefits may be realized in the future if Dial generates capital gains.

6



---



##### 



The loss on the sale of SPC could differ materially if (1) the purchaser of the
SPC business does not, or is not able to, comply with its obligations under the
purchase agreement, including its obligation to fund working capital
requirements and to bear the costs of product returns and deductions
post-closing, (2) we are unable to sublease our facility in Dedham,
Massachusetts, within the time frame and/or at the rent we currently
anticipate, or (3) we experience higher than anticipated product returns and
deductions after the sale.

Net sales of the discontinued SPC business for the first nine months of 2001
were $31.1 million compared to $72.5 million for the same period of 2000. As
of September 29, 2001, the balance sheet includes approximately $1.5 million in
net receivables, $1.1 million in trade accounts payable and $24.5 million in
liabilities which were not assumed by the purchaser as a result of the
sale.

Note 3. Special Charges

2001 Special Charges

On August 30, 2001, we announced a special charge to consolidate manufacturing
facilities in the United States and Argentina. In addition, in the third
quarter of 2001 we incurred a special charge in connection with the closure of
our Mexico City manufacturing facility. We recorded $11.8 million ($10.2
million after tax or $0.11 per share) related to these special charges. The
activity in the third quarter is summarized below:

|                                                      |       |        |          |               |            |                |         |         |             |   |        |        |   |   |       |       | 
|----------------------------------------------------- | ----- | ------ | -------- | ------------- | ---------- | -------------- | ------- | ------- | ----------- | - | ------ | ------ | - | - | ----- | ----- | 
|                                                      |       |        | Charges  |               |            |                |         |         |             |   |        |        |   |   |      
|                                                      |       |        | recorded |               |            |                |         |         | Amount      |   | Ending
|                                                      |       |        | during   |               | Cash spent |                | charged |         | reserves at
|(in
thousands)                                        |       | period |          | during period |            | against assets |         | 9/29/01
|                                                      |       |        |          |               |            |                |         |        
|Employee separations                                  |       | $      | 2,490    |               |            | $              | (109    | )       |             | $ |       |        |   | $ | 2,381 |      
|                                                     
|                                                     
|                                                     
|                                                     
|Asset writedowns and discontinued product inventories |       |        | 4,301    |               |            |                |        |         |             |   | (4,301 | )      |   |   |      |      
|                                                     
|                                                     
|                                                     
|                                                     
|Other exit costs                                      |       |        | 4,996    |               |            |                |        |         |             |   | (2,798 | )      |   |   | 2,198 |      
|                                                      |       |        |          |               |            |                |         |         |             |   |        |        |   |   |       |      
|                                                      | Total |        | $        | 11,787        |            |                | $       | (109    | )           |   | $      | (7,099 | ) |   | $     | 4,579 | 
|                                                      |       |        |          |               |            |                |         |         |             |   |        |        |   |   |       |      

For income statement purposes, $11.2 million of the special charge is included
in Asset writedowns and discontinued product inventories as a result of
restructuring and special chargesand $0.6 million is included in Restructuring
and special charges and other asset writedowns.

The employee separation charges relate to severance packages for 64
manufacturing employees in the United States, 7 manufacturing employees in
Argentina and 69 manufacturing and 33 general, selling and administrative
employees in Mexico. The predominately involuntary packages are based on
salary levels and past service and were recorded upon acceptance of the
package.

We wrote down the carrying value of the Compton, Argentina, and Mexico
manufacturing plants by approximately $3.6 million. As a result of the closure
of our Mexico facility, some inventory, primarily raw material, became
unusable. Accordingly, a charge was recorded for the difference between cost
and net realizable value. We plan to dispose of these assets by the end of the
third quarter of 2002.

We expensed the cumulative currency translation adjustment previously recorded
to stockholders equity that related to our Mexico operations.

Cash requirements for the restructuring are expected to be funded from normal
operations. As a result

7



---



##### 



of the special charge, we currently expect to realize
projected annual pre-tax operating benefits of approximately
$7 million.

The projected timing and estimated amount of costs and projected savings
related to this 2001 Special Charge are based on managements judgement in
light of the circumstances and estimates at the time that the judgements were
made. Accordingly, such estimates may change as future events evolve. Among
other matters, unforeseen changes in operating requirements and other factors
referred to in Exhibit 99 to this Form 10-Q could cause these actual operating
benefits to differ materially from anticipated results.

2000 Special Charges

On June 28, 2000 and on October 18, 2000, we announced special charges related
to the Specialty Personal Care business, the Dial/Henkel joint ventures,
severance costs for prior management and other actions to improve operational
efficiencies. Excluding the Specialty Personal Care portion of the charge,
which has been reclassified to discontinued operations, we recorded charges of
$48.4 million ($34.1 million after tax or $0.37 per share) during 2000, of
which $18.1 million ($12.7 million after tax or $0.14 per share) was recorded
in the third quarter of 2000. We reversed $0.4 million in charges to net
income with respect to these special charges in the third quarter of 2001. The
activity in the first nine months of 2001 relating to the 2000 Special Charges
is summarized below:

|                                                     |       |          |             |               |            |               |          |         |             |   |        |      |   |   |       |       | 
|---------------------------------------------------- | ----- | -------- | ----------- | ------------- | ---------- | ------------- | -------- | ------- | ----------- | - | ------ | ---- | - | - | ----- | ----- | 
|                                                     |       |          | Beginning   |               |            |               |          |         | Reserves    |   | Ending
|                                                     |       |          | reserves at |               | Cash spent |               | reversed |         | reserves at
|(in
thousands)                                       |       | 12/31/00 |             | during period |            | during period |          | 9/29/01
|                                                     |       |          |             |               |            |               |          |        
|Employee separations                                 |       | $        | 2,912       |               |            | $             | (1,353   | )       |             | $ | (103   | )    |   | $ | 1,456 |      
|                                                    
|                                                    
|                                                    
|                                                    
|Discontinued product inventories and related charges |       |          | 301         |               |            |               | (301     | )       |             |   |       |      |   |   |      |      
|                                                    
|                                                    
|                                                    
|                                                    
|Other exit costs                                     |       |          | 656         |               |            |               | (398     | )       |             |   | (258   | )    |   |   |      |      
|                                                     |       |          |             |               |            |               |          |         |             |   |        |      |   |   |       |      
|                                                     | Total |          | $           | 3,869         |            |               | $        | (2,052  | )           |   | $      | (361 | ) |   | $     | 1,456 | 
|                                                     |       |          |             |               |            |               |          |         |             |   |        |      |   |   |       |      

For income statement purposes, $3.0 million of the restructuring charge was
included in Asset writedowns and discontinued product inventories as a result
of restructuring and special chargesand $3.6 million is included in
Restructuring and special charges and other asset writedowns. An additional
$11.5 million of the charge was included in Net loss of joint venturesduring
the quarter and nine month period ended September 30, 2000.

We sold or disposed of the discontinued product inventories by the end of the
third quarter 2001. The remaining reserve for employee separations will be
utilized through 2002. Cash requirements for the special charges currently are
expected to be funded from normal operations.

Note 4. Acquisitions

During the second quarter of 2000, Dial acquired three businesses for $120.1
million in cash and assumed liabilities of $1.3 million. The acquisitions
included the Coast®bar soap business in the United States, the Plusbelle®hair
care business in Argentina and the Zout®stain remover business in the United
States. We are required to make an additional payment for the
acquisition of Zoutdue to the achievement of a specified level of gross sales of Zout
product. The purchase price may increase again if a specified level of gross
sales of Zout is achieved in each of the next two years. These acquisitions
were anniversaried in the second quarter. These acquisitions

8



---



##### 



contributed incremental net sales of $44.2 million for the first nine months of
2001 from the same period in 2000.

Note 5. Dial/Henkel Joint Ventures

In April 1999, we formed Dial/Henkel LLC, a joint venture with Henkel KGaA of
Düsseldorf, Germany (Henkel). Dial and Henkel each own 50% of this joint
venture. The joint venture was formed to develop and market a range of
enhanced laundry products in North America. In July 1999, the joint venture
acquired the Custom Cleaner home dry-cleaning business.

During the third quarter of 2000, the Dial/Henkel LLC joint venture decided to
discontinue operations of Purex Advanced. As a result, Purex Advancedhas been
reflected as a discontinued operation within the Dial/Henkel LLC joint venture
financial statements. In the third quarter of 2001, we announced the
discontinuation by the Dial/Henkel LLC joint venture of the
Custom Cleaner home dry cleaning business.

We account for this joint venture under the equity method of accounting. Our
share of the joint ventures net income in the first nine months of 2001
resulted primarily from lower than expected exit costs associated with the
discontinued Purex Advancedbusiness, offset in part by exit costs related
to the discontinuation of the Custom Cleaner business in the third quarter of
2001.

Note 6. Gain on Special Items

During the second quarter of 2000, we sold the Dial Center for Innovation
(DCI), formerly known as the Dial Technical and Administration Center, and
accompanying 23 acre parcel in Scottsdale, Arizona to an unrelated third party
developer for a purchase price of $15.3 million. At that time, we entered into
an operating lease with this third party for the existing DCI building pending
construction of a new DCI building. We also entered into an operating lease
with an initial term of 15 years for a new DCI building that may be constructed
on an 11 acre portion of the 23 acre parcel. We have accounted for the land
portion of this transaction as a sale and leaseback transaction in accordance
with Statement of Accounting Standards No. 98, Accounting for Leases. The land
and building have been removed from our consolidated balance sheet and a gain
of $6.7 million related to the sale of land was recognized in the second
quarter of 2000. In the fourth quarter of 2000, we amended our agreements with
the developer and opted not to commit to constructing a new DCI building. We
paid the third party $4.2 million and, in return, our obligation to construct a
new building was replaced with an exclusive option to construct a new DCI
building. This option expires on June 30, 2003. If we elect to construct a
new DCI building before this option expires, a portion of the $4.2 million paid
to the developer will be credited to the construction costs of the new DCI
building. In addition, the lease on our existing DCI building was extended to
August 2007 and the annual rent was increased to approximate a fair value rent.
As a result of these lease modifications, a $2.0 million charge was recognized
in the fourth quarter of 2000.

During the third quarter of 2000, we recorded a $4.6 million curtailment gain
resulting from changes to certain retiree medical plan benefits.

9



---



##### 



Note 7. Inventories

Inventories consisted of the following:

|                           |                   |      |               |         |              |   |        |         | 
|-------------------------- | ----------------- | ---- | ------------- | ------- | ------------ | - | ------ | ------- | 
|                           |                   |      | September 29, |         | December 31,
|(in thousands)             |                   | 2001 |               | 2000   
|                           |                   |      |               |        
|Raw materials and supplies |                   | $    | 36,369        |         |              | $ | 37,461 |        
|                          
|                          
|                          
|                          
|Work in process            |                   |      | 10,049        |         |              |   | 8,387  |        
|                          
|                          
|                          
|                          
|Finished goods             |                   |      | 101,029       |         |              |   | 98,958 |        
|                           |                   |      |               |         |              |   |        |        
|                           | Total inventories |      | $             | 147,447 |              |   | $      | 144,806 | 
|                           |                   |      |               |         |              |   |        |        

Note 8. Debt

Short-term debt consisted of the following:

|                                                                                                       |                       |      |               |      |              |   |         |         | 
|------------------------------------------------------------------------------------------------------ | --------------------- | ---- | ------------- | ---- | ------------ | - | ------- | ------- | 
|                                                                                                       |                       |      | September 29, |      | December 31,
|(in thousands)                                                                                         |                       | 2001 |               | 2000
|                                                                                                       |                       |      |               |     
|Argentina bank loan
repricing monthly and
subject to call by the
bank at the end of each
month         |                       | $    |              |      |              | $ | 14,009  |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Current portion of State
of Arizona Economic
Development Loan due
beginning July of 2000
over 10 years |                       |      |              |      |              |   | 70      |        
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Commercial paper issuances
supported by the
short-term revolving Credit Agreement                      |                       |      |              |      |              |   | 111,697 |        
|                                                                                                       |                       |      |               |      |              |   |         |        
|                                                                                                       | Total short-term debt |      | $             |     |              |   | $       | 125,776 | 
|                                                                                                       |                       |      |               |      |              |   |         |        

Long-term debt consisted of the following:

|                                                                                                                   |                      |      |               |         |              |   |         |         | 
|------------------------------------------------------------------------------------------------------------------ | -------------------- | ---- | ------------- | ------- | ------------ | - | ------- | ------- | 
|                                                                                                                   |                      |      | September 29, |         | December 31,
|(in thousands)                                                                                                     |                      | 2001 |               | 2000   
|                                                                                                                   |                      |      |               |        
|State of Arizona
Economic Development
Loan due beginning July of 2000 over 10 years                                |                      | $    |              |         |              | $ | 910     |        
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|$250 million 7.0% Senior
notes due 2006, net of
issue discount                                                     |                      |      | 246,542       |         |              |   |        |        
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|$200 million 6.5% Senior
Notes due 2008, net of
issue discount                                                     |                      |      | 198,520       |         |              |   | 198,361 |        
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Borrowings on the
long-term revolving
Credit Agreement,
interest rates from
3.638% to 6.000% at
September 29, 2001 |                      |      | 35,874        |         |              |   |        |        
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Commercial paper
supported by long-term
revolving Credit
Agreement                                                 |                      |      |              |         |              |   | 270,000 |        
|                                                                                                                   |                      |      |               |         |              |   |         |        
|                                                                                                                   | Total long-term debt |      | $             | 480,936 |              |   | $       | 469,271 | 
|                                                                                                                   |                      |      |               |         |              |   |         |        

On August 14, 2001, we issued $250 million of 7.0% Senior Notes due 2006. As
discussed below, the net proceeds from this offering were used to repay
indebtedness under our existing credit facility. The Indenture governing these
Senior Notes imposes restrictions on us with respect to, among other things,
our ability to redeem the Senior Notes, place liens on certain properties and
enter into certain sale and leaseback transactions. In addition, the Indenture
governing these Senior Notes requires us to purchase from the holders of the
Senior Notes, upon the exercise of such purchase right by each holder, all or
any part of their Senior Notes at a purchase price equal to 101% of the
principal amount of the Senior Notes plus accrued interest, upon the occurrence of
either (i) a change of control of Dial that is followed by a rating

10



---



##### 



decline or
(ii) asset sales yielding gross proceeds to Dial of $500 million or
more in the aggregate that is followed by a rating decline. A rating decline
shall be deemed to have occurred if, no later than 90 days after the public
notice of either the occurrence or intention to effect a change of control or
significant asset sale, either of the rating agencies assigns a rating to the
Senior Notes that is lower than Baa3, in the case of a rating by Moodys, or
BBB-, in the case of a rating by Standard & Poors.

On May 17, 2001, we amended our existing credit facility with our lenders.
This amendment extended the short-term commitment under our credit facility
from July 2001 to May 2002. This amendment also
changed some of the covenants included in our credit facility. Under the new
minimum net worth covenant, we must maintain minimum net worth of at least 80%
of such net worth as of March 31, 2001 plus 50% of net income subsequent
thereto plus certain other additions to net worth. Losses up to agreed upon
maximum amounts that are incurred in connection with any sale or other
disposition of our Specialty Personal Care business and our business in
Argentina will not be counted in determining compliance with this minimum net
worth covenant as long as the businesses are sold or disposed of by the end of
the quarter immediately following the quarter in which such losses were
recorded.

Another new covenant provides that if we sell any business or other assets
(excluding inventory sold in the ordinary course of business) or receive
proceeds from any debt or equity financings, our lenders commitment will be
permanently reduced in amounts equal to agreed upon percentages of the proceeds
received from such transactions. These percentages range from 50% to 100%
depending upon the type of transaction. As prescribed by this amendment, the
net proceeds from the $250 million debt offering were used to repay
indebtedness under our existing credit facility, permanently reducing our total
borrowing capacity under the facility to approximately $325 million. Proceeds
from the sale of our Specialty Personal Care business were used to further
permanently reduce our total borrowing capacity under the facility to
approximately $321 million. At September 29, 2001, commitments under our
credit facility are on a revolving basis under commitments available until July
2005 for up to $169 million and until May 2002 for up to $152 million.

In addition, the amended credit facility includes covenants that restrict our
ability to increase our quarterly dividend, repurchase stock, distribute assets
to stockholders, sell or otherwise dispose of our accounts receivable, and sell
businesses or other assets for consideration other than cash. Further, the
amended credit facility retains a maximum ratio of funded debt to earnings
before interest, taxes, depreciation and amortization (EBITDA) of 3.0 to 1.0.
Dial was in compliance with all covenants under the credit facility at
September 29, 2001.

Note 9. Segments of an Enterprise

For organizational, marketing and financial reporting purposes, we are
organized into three business segments: (i) Domestic Branded, (ii)
International, and (iii) Commercial Markets and Other. The segments were
identified based on the economic characteristics, types of products sold, the
customer base and method of distribution. On August 28, 2001 we disposed of
our Specialty Personal Care segment. The segment information has been restated
to reflect historical segment information as adjusted for the reclassification
of Specialty Personal Care as a discontinued operation.

The Domestic Branded business segment consists of four aggregated operating
segments that manufacture and market nondurable consumer packaged goods through
grocery store, drug store and mass merchandiser retail outlets. It is
comprised of the Personal Cleansing, Laundry Care, Air Fresheners and Food
Products operating segments. Our subsidiary, ISC International, Ltd., a
manufacturer of translucent soaps, is included in the Personal Cleansing
operating segment.

11



---



##### 



The International business segment consists of our sale of consumer products
outside of the United States, principally in Argentina, Canada, Mexico, Puerto
Rico and the Caribbean.

Our Commercial Markets and Other businesses sell our products, both branded and
nonbranded, through the commercial channel to hotels, hospitals, schools and
other institutional customers. In addition, this business segment includes
sales of soap pellets and chemicals, principally glycerin and fatty acids, that
are by-products of the soap making process.

Information as to our operations in different business segments is set forth
below. The calculation of Operating Income for each segment includes an
allocation of general and administrative expenses based on each segments share
of consolidated net sales. The accounting policies of the business segments
are the same as those described in the summary of significant accounting
policies in Note 2 to
the Consolidated Financial Statements included in our Annual Report on Form
10-K for the year ended December 31, 2000.

|                         |                    |                       |  |          |           |               |  |            |        |   |  |  |         |   |  |  |           | 
|------------------------ | ------------------ | --------------------- |  | -------- | --------- | ------------- |  | ---------- | ------ | - |  |  | ------- | - |  |  | --------- | 
|                         |                    |                       |  |          |           |               |  | Commercial |        |   |  |  |         |   |  | 
|                         |                    |                       |  | Domestic |           | Markets &     |  |            |        |   |  |  |         |  
|(in thousands)           |                    | Branded               |  | Other    |           | International |  | Total     
|                         |                    |                       |  |          |           |               |  |           
|Net Sales:               |                    |                       |  |          |           |               |  |            |        |   |  |  |         |   |  | 
|                        
|                        
|                        
|                        
|                         | Quarter ended:     |                       |  |          |           |               |  |            |        |   |  |  |         |   |  |  |          
|                        
|                        
|                        
|                        
|                         |                    | September 29, 2001    |  |          | 362,299   |               |  |            | 16,218 |   |  |  | 51,970  |   |  |  | 430,487   | 
|                        
|                        
|                        
|                        
|                         |                    | September 30, 2000    |  |          | 320,449   |               |  |            | 14,857 |   |  |  | 50,318  |   |  |  | 385,624   | 
|                        
|                        
|                        
|                        
|                         | Nine months ended: |                       |  |          |           |               |  |            |        |   |  |  |         |   |  |  |          
|                        
|                        
|                        
|                        
|                         |                    | September 29, 2001    |  |          | 1,034,682 |               |  |            | 44,327 |   |  |  | 157,752 |   |  |  | 1,236,761 | 
|                        
|                        
|                        
|                        
|                         |                    | September 30, 2000    |  |          | 945,655   |               |  |            | 42,893 |   |  |  | 131,928 |   |  |  | 1,120,476 | 
|                        
|                        
|                        
|                        
|Operating Income (Loss): |                    |                       |  |          |           |               |  |            |        |   |  |  |         |   |  | 
|                        
|                        
|                        
|                        
|                         | Quarter ended:     |                       |  |          |           |               |  |            |        |   |  |  |         |   |  |  |          
|                        
|                        
|                        
|                        
|                         |                    | September 29, 2001(1) |  |          | 46,628    |               |  |            | (58    | ) |  |  | (9,645  | ) |  |  | 36,925    | 
|                        
|                        
|                        
|                        
|                         |                    | September 30, 2000(2) |  |          | 20,813    |               |  |            | 1,538  |   |  |  | 1,048   |   |  |  | 23,399    | 
|                        
|                        
|                        
|                        
|                         | Nine months ended: |                       |  |          |           |               |  |            |        |   |  |  |         |   |  |  |          
|                        
|                        
|                        
|                        
|                         |                    | September 29, 2001(1) |  |          | 118,410   |               |  |            | 1,631  |   |  |  | (11,830 | ) |  |  | 108,211   | 
|                        
|                        
|                        
|                        
|                         |                    | September 30, 2000(3) |  |          | 89,409    |               |  |            | 9,221  |   |  |  | 200     |   |  |  | 98,830    | 
|                        
|                        
|                        
|                        
|Assets at:               |                    |                       |  |          |           |               |  |            |        |   |  |  |         |   |  | 
|                        
|                        
|                        
|                        
|                         |                    | September 29, 2001    |  |          | 908,811   |               |  |            | 11,745 |   |  |  | 174,934 |   |  |  | 1,095,490 | 
|                        
|                        
|                        
|                        
|                         |                    | December 31, 2000     |  |          | 895,413   |               |  |            | 12,237 |   |  |  | 198,515 |   |  |  | 1,106,165 | 



---

|    |  |                                                                                                                                                                                                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Includes restructuring and special charges of $11.8 million ($4.1 million
in Domestic Branded and $7.7 million in International segments) in the third
quarter of 2001 offset by $0.4 million of reversed second and third quarter
2000 special charges in Domestic Branded.
|   
|   
|   
|   
|(2) |  | Includes restructuring and special charges of $6.6 million ($5.9 million in
Domestic Branded, $0.6 million in International and $0.1 million in Commercial
Markets and Other segments) in the third quarter of 2000.                                                        
|   
|   
|   
|   
|(3) |  | Includes restructuring and special charges of $17.0 million ($14.6 million
in Domestic Branded, $2.3 million in International, and $0.1 million in
Commercial Markets & Other segments) in the second and third quarters of 2000.                                           

12



---



##### 



ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Forward looking statements

Some statements contained in this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. Words such as believe, expect, intend,
anticipate, estimate, project and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made. These forward-looking statements may include, but are not limited to,
the expected repayment of debt in 2001 of approximately $145 million; our
belief that the EEOC litigation will not have a material adverse effect on our
operating results or financial condition; our intended efforts pursuant to our
SFX01 initiative; our expected capital expenditures in 2001 of approximately
$34 million; our expected trade promotion expenses in 2001 of approximately
$380 million; our expected costs for coupons and rebates in 2001 of
approximately $12 million and our expected cost of free products in 2001 of
approximately $10 million. These statements are based upon managements
beliefs, as well as on assumptions made by and information currently available
to management, and involve various risks and uncertainties that are beyond our
control. Our actual results could differ materially from those expressed in
any forward-looking statements made by, or on behalf of, us.

Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements. Statements in this Quarterly Report
on Form 10-Q, including the Notes to the Consolidated Financial Statements and
Managements Discussion and Analysis of Results of Operations and Financial
Condition, describe factors, among others, that could contribute to or cause
such differences. Additional risk factors that could cause actual results to
differ materially from those expressed in such forward-looking statements are
set forth in Exhibit 99 which is attached as an exhibit and incorporated by
reference into this Quarterly Report on Form 10-Q. We do not undertake any
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.

Recent Developments Regarding SFX01

In the third quarter of 2000, management outlined an initiative labeled
SFX01. This three-step initiative can be summarized as follows:



|   |  |                                                                                            |                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------
|S  |  | We intended to stabilize our strong businesses.                                           
|  
|F  |  | We intended to Fix marginal businesses or jettison them.                                  
|  
|X  |  | Once stabilized and fixed, we intended to eXplore our options as a
company, which include:
|  
|   |  |                                                                                           | Continuing as an independent company.                                                                                     
|  
|   |  |                                                                                           | Merging with one or more companies to form a larger company to
more effectively compete in the consumer products industry.
|  
|   |  |                                                                                           | Selling our company, either in whole or in part.                                                                          
|  
|01 |  | We intended to complete this initiative during 2001.                                      

13



---



##### 



On August 3, 2001, we concluded our SFX01 initiative and announced that our
Board of Directors had reviewed our options as a company and decided that the
long-term interests of Dial and its shareholders
would be best served if Dial were part of a larger enterprise. In this regard,
although we will continue to focus on improving our operating results as a
standalone company, the Board believes that we should concurrently explore
opportunities for Dial to become part of a larger company, with each pursuit
intended to maximize shareholder value. These opportunities may include
exploring transactions with multiple parties. We have been working with Goldman
Sachs & Co. throughout our SFX01 initiative and will continue to do so as we
evaluate any opportunities for Dial to be part of a larger company.

No time constraints have been set for any transaction and any decision
regarding any potential transactions will be based upon the best interests of
Dials shareholders. Accordingly, there is no assurance that any sale, merger
or other transactions involving Dial or any of its businesses will occur in the
near future or at all. In addition, decisions made in the course of continuing
to improve our operating results could result in Dial recording additional
special or restructuring charges or additional asset writedowns.

Sale of Specialty Personal Care Segment

On August 28, 2001, we completed the sale of our Specialty Personal Care (SPC)
business. The sale of SPC is in line with our SFX 01 strategy to fix or
jettison under-performing businesses. As a result of the sale, we incurred a
one-time charge of $198.4 million, net of income tax benefits and expected sale
proceeds, related to the write-off of SPC assets and liabilities for estimated
exit losses. Proceeds from the sale were used to repay debt. As a result of
this transaction, we sold the stock of our wholly-owned subsidiary, Sarah
Michaels, Inc. and the inventories, fixed assets and intangibles of the SPC
business, but retained the related receivables and liabilities arising on or
prior to closing.

The loss on the sale of SPC could differ materially if (1) the purchaser of the
SPC business does not, or is not able to, comply with its obligations under the
purchase agreement, including its obligation to fund working capital
requirements and to bear the costs of product returns and deductions
post-closing, (2) we are unable to sublease our facility in Dedham,
Massachusetts, within the time frame and/or at the rent we currently
anticipate, or (3) we experience higher than anticipated product returns and
deductions after the sale.

Net sales of the discontinued SPC business for the first nine months of 2001
were $31.1 million compared to $72.5 million for the same period of 2000. As
of September 29, 2001, the balance sheet includes approximately $1.5 million in
net receivables, $1.1 million in trade accounts payable and $24.5 million in
liabilities which were not assumed by the purchaser as a result of the
sale.

Restructuring and Special Charges

2001 Special Charges

On August 30, 2001, we announced a special charge to consolidate manufacturing
facilities in the United States and Argentina. In addition, in the third
quarter of 2001 we incurred a special charge in connection with the closure of
our Mexico City manufacturing facility. We recorded $11.8 million ($10.2
million after tax or $0.11 per share) related to these special charges. The
activity in the third quarter is summarized below:

|                                                      |       |        |          |               |            |                |         |         |             |   |        |        |   |   |       |       | 
|----------------------------------------------------- | ----- | ------ | -------- | ------------- | ---------- | -------------- | ------- | ------- | ----------- | - | ------ | ------ | - | - | ----- | ----- | 
|                                                      |       |        | Charges  |               |            |                |         |         |             |   |        |        |   |   |      
|                                                      |       |        | recorded |               |            |                |         |         | Amount      |   | Ending
|                                                      |       |        | during   |               | Cash spent |                | charged |         | reserves at
|(in
thousands)                                        |       | period |          | during period |            | against assets |         | 9/29/01
|                                                      |       |        |          |               |            |                |         |        
|Employee separations                                  |       | $      | 2,490    |               |            | $              | (109    | )       |             | $ |       |        |   | $ | 2,381 |      
|                                                     
|                                                     
|                                                     
|                                                     
|Asset writedowns
and discontinued
product inventories |       |        | 4,301    |               |            |                |        |         |             |   | (4,301 | )      |   |   |      |      
|                                                     
|                                                     
|                                                     
|                                                     
|Other exit costs                                      |       |        | 4,996    |               |            |                |        |         |             |   | (2,798 | )      |   |   | 2,198 |      
|                                                      |       |        |          |               |            |                |         |         |             |   |        |        |   |   |       |      
|                                                      | Total |        | $        | 11,787        |            |                | $       | (109    | )           |   | $      | (7,099 | ) |   | $     | 4,579 | 
|                                                      |       |        |          |               |            |                |         |         |             |   |        |        |   |   |       |      

14



---



##### 



For income statement purposes, $11.2 million of the special charge is included
in Asset writedowns and discontinued product inventories as a result of
restructuring and special chargesand $0.6 million is included in Restructuring
and special charges and other asset writedowns.

The employee separation charges relate to severance packages for 64
manufacturing employees in the United States, 7 manufacturing employees in
Argentina and 69 manufacturing and 33 general, selling and administrative
employees in Mexico. The predominately involuntary packages are based on
salary levels and past service and were recorded upon acceptance of the
package.

We wrote down the carrying value of the Compton, Argentina, and Mexico
manufacturing plants by approximately $3.6 million. As a result of the closure
of our Mexico facility, some inventory, primarily raw material, became
unusable. Accordingly, a charge was recorded for the difference between cost
and net realizable value. We plan to dispose of these assets by the end of the
third quarter of 2002.

We expensed the cumulative currency translation adjustment previously recorded
to stockholders equity that related to our Mexico operations.

Cash requirements for the restructuring are expected to be funded from normal
operations. As a result of the special charge, we currently expect to realize
projected annual pre-tax operating benefits of approximately $7 million.

The projected timing and estimated amount of costs and projected savings
related to this Third Quarter 2001 Special Charge are based on managements
judgement in light of the circumstances and estimates at the time that the
judgements were made. Accordingly, such estimates may change as future events
evolve. Among other matters, unforeseen changes in operating requirements and
other factors referred to in Exhibit 99 to this Form 10-Q could cause these
actual operating benefits to differ materially from anticipated results.

2000 Special Charges

On June 28, 2000 and on October 18, 2000, we announced special charges related
to the Specialty Personal Care business, the Dial/Henkel joint ventures,
severance costs for prior management and other actions to improve operational
efficiencies. Excluding the Specialty Personal Care portion of the charge,
which has been reclassified to discontinued operations, we recorded charges of
$48.4 million ($34.1 million after tax or $0.37 per share) during 2000, of
which $18.1 million ($12.7 million after tax or $0.14 per share) was recorded
in the third quarter of 2000. We reversed $0.4 million in charges to net
income with respect to these special charges in the third quarter of 2001. The
activity in the first nine months of 2001 relating to the 2000 Special Charges
is summarized below:

|                                                     |       |          |             |               |            |               |          |         |             |   |        |      |   |   |       |       | 
|---------------------------------------------------- | ----- | -------- | ----------- | ------------- | ---------- | ------------- | -------- | ------- | ----------- | - | ------ | ---- | - | - | ----- | ----- | 
|                                                     |       |          | Beginning   |               |            |               |          |         | Reserves    |   | Ending
|                                                     |       |          | reserves at |               | Cash spent |               | reversed |         | reserves at
|(in
thousands)                                       |       | 12/31/00 |             | during period |            | during period |          | 9/29/01
|                                                     |       |          |             |               |            |               |          |        
|Employee separations                                 |       | $        | 2,912       |               |            | $             | (1,353   | )       |             | $ | (103   | )    |   | $ | 1,456 |      
|                                                    
|                                                    
|                                                    
|                                                    
|Discontinued
product inventories
and related charges |       |          | 301         |               |            |               | (301     | )       |             |   |       |      |   |   |      |      
|                                                    
|                                                    
|                                                    
|                                                    
|Other exit costs                                     |       |          | 656         |               |            |               | (398     | )       |             |   | (258   | )    |   |   |      |      
|                                                     |       |          |             |               |            |               |          |         |             |   |        |      |   |   |       |      
|                                                     | Total |          | $           | 3,869         |            |               | $        | (2,052  | )           |   | $      | (361 | ) |   | $     | 1,456 | 
|                                                     |       |          |             |               |            |               |          |         |             |   |        |      |   |   |       |      

For income statement purposes, $3.0 million of the restructuring charge was
included in Asset writedowns and discontinued product inventories as a result
of restructuring and special charges and$3.6 million is included in
Restructuring and special charges and other asset writedowns.An additional

15



---



##### 



$11.5 million of the charge was included in Net loss of joint venturesduring
the quarter and nine month period ended September 30, 2000.

We sold or disposed of the discontinued product inventories by the end of the
third quarter 2001. The remaining reserve for employee separations will be
utilized through 2002. Cash requirements for the special charges currently are
expected to be funded from normal operations.

Adjustments to List Prices and Trade Allowances

Beginning in the first quarter of 2001, we adjusted our list prices and trade
promotion spending on selected personal cleansing and laundry care products to
more closely align with our shelf pricing strategies. Because the reduction in
list price is offset by a reduction in trade promotion spending, there is no
effect on our net earnings. This change, however, does impact net sales, gross
profit, gross profit margin, selling, general and administrative expense and
operating margin. The effect of these adjustments for the third quarter and
the first nine months of 2001, excluding the impact of special charges, are set
forth below:

|                                                                         |  |                  |           |                  |  |        |           |   |  |   |         |   
|------------------------------------------------------------------------ |  | ---------------- | --------- | ---------------- |  | ------ | --------- | - |  | - | ------- | --
|                                                                         |  | Including List   |           | Excluding List   |  |        |           |  
|(in thousands)                                                           |  | Price Adjustment |           | Price Adjustment |  | Change
|                                                                         |  |                  |           |                  |  |       
|Third Quarter                                                           
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Net Sales                                                                |  | $                | 430,487   |                  |  | $      | 440,527   |   |  | $ | (10,040 | ) 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Gross profit                                                             |  |                  | 218,874   |                  |  |        | 228,914   |   |  |   | (10,040 | ) 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Gross profit margin                                                      |  |                  | 50.8      | %                |  |        | 52.0      | % |  |   | (1.2    | )%
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Selling, general
and administrative
expense as a
percentage of net
sales |  |                  | 39.6      | %                |  |        | 41.0      | % |  |   | (1.4    | )%
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Operating margin                                                         |  |                  | 11.2      | %                |  |        | 11.0      | % |  |   | 0.2     | % 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|First Nine Months                                                       
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Net sales                                                                |  | $                | 1,236,761 |                  |  | $      | 1,266,932 |   |  | $ | (30,171 | ) 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Gross profit                                                             |  |                  | 616,869   |                  |  |        | 647,040   |   |  |   | (30,171 | ) 
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Gross profit margin                                                      |  |                  | 49.9      | %                |  |        | 51.1      | % |  |   | (1.2    | )%
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Selling, general
and administrative
expense as a
percentage of net
sales |  |                  | 40.2      | %                |  |        | 41.6      | % |  |   | (1.4    | )%
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|Operating Margin                                                         |  |                  | 9.7       | %                |  |        | 9.5       | % |  |   | 0.2     | % 

16



---



##### 



Comparison of the Third Quarter of 2001 with the Third Quarter of 2000

Net sales for the quarter increased 11.6% to $430.5 million from $385.6 million
in the same period in 2000 primarily as a result of 13.1% increase in our
Domestic Branded segment, an increase of 9.2% in our Commercial Markets and
Other segment, and an increase of 3.3% in our International segment.

Net sales in our Domestic Branded segment, including the effect of the list
price adjustment in 2001, increased 13.1% to $362.3 million from
$320.4 million
in the same period last year. Excluding the effect of the list price
adjustment, net sales in our Domestic Branded segment increased 16.0% to $371.7
million. Net sales information for the businesses included in our Domestic
Branded segment is set forth below:

|                   |                        |      |               |       |          |        |       |            |  |   |      |      |  |  |      |      |  
|------------------ | ---------------------- | ---- | ------------- | ----- | -------- | ------ | ----- | ---------- |  | - | ---- | ---- |  |  | ---- | ---- | -
|                   |                        |      | Third Quarter |       | Increase
|                   |                        |      |               |       |         
|(in millions)      |                        | 2001 |               | 2000  |          | Amount |       | Percentage
|                   |                        |      |               |       |          |        |       |           
|Personal Cleansing |                        | $    | 110.8         |       |          | $      | 102.0 |            |  | $ | 8.8  |      |  |  | 8.6  | %   
|                  
|                  
|                  
|                  
|Laundry Care       |                        |      | 134.0         |       |          |        | 116.1 |            |  |   | 17.9 |      |  |  | 15.4 | %   
|                  
|                  
|                  
|                  
|Air Fresheners     |                        |      | 60.5          |       |          |        | 54.9  |            |  |   | 5.6  |      |  |  | 10.2 | %   
|                  
|                  
|                  
|                  
|Food Products      |                        |      | 57.0          |       |          |        | 47.4  |            |  |   | 9.6  |      |  |  | 20.3 | %   
|                   |                        |      |               |       |          |        |       |            |  |   |      |      |  |  |      |     
|                   | Total Domestic Branded |      | $             | 362.3 |          |        | $     | 320.4      |  |   | $    | 41.9 |  |  |      | 13.1 | %
|                   |                        |      |               |       |          |        |       |            |  |   |      |      |  |  |      |     

The increase in Personal Cleansing resulted primarily from solid performance in
the base business and the introduction of Dial Complete. The increase in
Laundry Care is primarily due to an increase in Purex liquid detergent and the
introduction of Purex Tabs. The increase in Air Fresheners is primarily from
the strong performance of Adjustables and the introduction of One Touch and
aerosols, offset by a decline
in sales of candles and Fresh Gels. The increase in Armour resulted primarily
from increased sales of Armour branded Vienna sausage and private label
products.

Net sales in our International segment, including the effect of the list price
adjustment in 2001, increased 3.3% to $52.0 million from $50.3 million
primarily as a result of the increased sales of laundry care and personal
cleansing products in Canada. Excluding the effect of the list price
adjustment, net sales in our International segment increased 4.6% to $52.6
million.

Net sales in our Commercial Markets and Other
segment increased 9.2% to $16.2
million from $14.9 million primarily as a result of an increase in our hotel
amenities business, partially offset by softness in our chemical business.

Excluding special charges and the impact of the list price adjustment, our
gross margin improved by 320 basis points to 52.0% from 48.8% in the same
period in 2000. This improvement is primarily from lower delivered product
costs associated with higher sales volume, a more even distribution of sales
within the quarter and lower raw material costs. The effect on gross margin of
the list price adjustment in 2001 and the restructuring charge in 2000 is set
forth below:

|                                                                      |  |               |      |      |  |        |      |   |  |  |      |  
|--------------------------------------------------------------------- |  | ------------- | ---- | ---- |  | ------ | ---- | - |  |  | ---- | -
|                                                                      |  | Third Quarter |      |      |  |       
|                                                                      |  |               |      |      |  |       
|                                                                      |  | 2001          |      | 2000 |  | Change
|                                                                      |  |               |      |      |  |       
|Gross margin excluding list price adjustment and restructuring charge |  |               | 52.0 | %    |  |        | 48.8 | % |  |  | 3.2  | %
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|List price adjustment                                                 |  |               | (1.2 | )    |  |        |     |   |  |  | (1.2 | )
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Restructure charge                                                    |  |               | (2.5 | )    |  |        | (0.8 | ) |  |  | (1.7 | )
|                                                                      |  |               |      |      |  |        |      |   |  |  |      |  
|Gross margin as reported                                              |  |               | 48.3 | %    |  |        | 48.0 | % |  |  | 0.3  | %
|                                                                      |  |               |      |      |  |        |      |   |  |  |      |  

Selling, general and administrative expenses increased to $171.0 million
in the third quarter of 2001 from $161.7 million in the third quarter of 2000.
Excluding the special charges, other asset writedowns in 2000 and
2001 and the impact of the list price adjustment,
selling, general and administrative expenses as a percent of sales
were 41% in the third quarter of 2001 and 2000.

Interest and other expenses decreased 14.0% to $11.9 million from $13.9 million
in the same period in 2000. The decrease was primarily due to decreased debt
levels as a result of repayments funded by normal operations and lower interest
rates.

Our share of the income in the Dial/Henkel joint venture in the third quarter
resulted primarily from lower than expected exit costs associated
with the discontinued Purex Advanced business, offset in part by exit
costs related to the discontinuation of
the Custom Cleanerbusiness in the third quarter of 2001.

Our effective income tax rate on continuing operations for the third quarter of
2001 was 46.6% compared to an expected rate of 36%. The increase
is primarily due to non-deductible, foreign restructure charges. Our
effective income tax rate on continuing operations for the third
quarter of 2000 was 194.5% primarily due to large permanent items
relative to pre-tax income on continuing operations.

Net income from continuing operations was $13.9 million or $0.15 per diluted
share, versus a $0.4 million loss in the third quarter of 2000. As discussed
above, this increase in net income is primarily attributable to higher sales,
improved gross margin, more efficient marketing spending and lower

17



---



##### 



restructuring
costs. For comparative purposes, the effect on earnings per share of the
restructuring charges and one-time gain recorded in the third quarters of 2001
and 2000 are set forth below:

|                                                                                   |  |               |       |      |  |   |       |     
|---------------------------------------------------------------------------------- |  | ------------- | ----- | ---- |  | - | ----- | ----
|                                                                                   |  | Third Quarter
|                                                                                   |  |              
|                                                                                   |  | 2001          |       | 2000
|                                                                                   |  |              
|Diluted net income per share from
continuing operations                            |  | $             | 0.15  |      |  | $ | 0.00  |     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Discontinued operation                                                             |  |               | (2.18 | )    |  |   | (0.28 | )   
|                                                                                   |  |               |       |      |  |   |       |     
|Net Loss per diluted share                                                         |  | $             | (2.03 | )    |  | $ | (0.29 | )(1)
|                                                                                   |  |               |       |      |  |   |       |     
|Diluted net income per share from
continuing operations                            |  | $             | 0.15  |      |  | $ | 0.00  |     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Restructuring and special charges                                                  |  |               | 0.11  |      |  |   | 0.14  |     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Special gain                                                                       |  |               |      |      |  |   | (.03  | )   
|                                                                                   |  |               |       |      |  |   |       |     
|Earnings per share from continuous
operations excluding one-time
charges and gains |  | $             | 0.26  |      |  | $ | 0.10  | (1) 
|                                                                                   |  |               |       |      |  |   |       |     
|                                                                                   |  |               |       |      |  |   |       |     
|(1) Differences due to rounding.                                                   |  |               |       |      |  |   |       |     

Comparison of the First Nine Months of 2001 with the First Nine Months of 2000

Net sales for the first nine months of 2001 increased 10.4% to $1,236.8 million
from $1,120.5 million in the same period in 2000 primarily as a result of a
9.4% increase in our Domestic Branded segment, an increase in our
International segment of 19.6% and a 3.3% increase in our
Commercial Markets and Other segment. Net sales from the acquisitions
of Coast,
Plusbelleand Zoutbusinesses were $89.1 million compared to $38.3 million in
the same period of 2000.

Net sales in our Domestic Branded segment, including the effect of the list
price adjustment in 2001, increased 9.4% to $1,034.7 million from $945.7
million in the same period last year. Excluding the effect of the list price
adjustment, net sales in our Domestic Branded segment increased 12.4% to
$1,062.8 million. Net sales information for the businesses included in our
Domestic Branded segment is set forth below:

|                   |                        |      |                   |         |          |        |       |            |  |   |      |      |  |  |      |     |  
|------------------ | ---------------------- | ---- | ----------------- | ------- | -------- | ------ | ----- | ---------- |  | - | ---- | ---- |  |  | ---- | --- | -
|                   |                        |      | First Nine Months |         | Increase
|                   |                        |      |                   |         |         
|(in millions)      |                        | 2001 |                   | 2000    |          | Amount |       | Percentage
|                   |                        |      |                   |         |          |        |       |           
|Personal Cleansing |                        | $    | 319.6             |         |          | $      | 292.2 |            |  | $ | 27.4 |      |  |  | 9.4  | %  
|                  
|                  
|                  
|                  
|Laundry Care       |                        |      | 390.8             |         |          |        | 352.6 |            |  |   | 38.2 |      |  |  | 10.8 | %  
|                  
|                  
|                  
|                  
|Air Fresheners     |                        |      | 170.4             |         |          |        | 157.2 |            |  |   | 13.2 |      |  |  | 8.4  | %  
|                  
|                  
|                  
|                  
|Food Products      |                        |      | 153.9             |         |          |        | 143.7 |            |  |   | 10.2 |      |  |  | 7.1  | %  
|                   |                        |      |                   |         |          |        |       |            |  |   |      |      |  |  |      |    
|                   | Total Domestic Branded |      | $                 | 1,034.7 |          |        | $     | 945.7      |  |   | $    | 89.0 |  |  |      | 9.4 | %
|                   |                        |      |                   |         |          |        |       |            |  |   |      |      |  |  |      |    

The increase in Personal Cleansing resulted primarily from the acquisition of
Coast in the second quarter of 2000, solid performance of the base business and the introduction of
Dial Complete. The increase in Laundry Care is primarily due to an increase in
Purex liquid detergent, the launch of Purex tabs and the inclusion of results
from the Zout acquisition made in the second quarter of 2000. The increase in Air Fresheners is primarily due to
the introduction of One Touch and Fresh Gels, partially offset by a decline in
sales of candles. The increase in Armour resulted primarily from increased
sales of private label and Armour branded Vienna sausage.

Net sales in our International segment, including the effect of the list price
adjustment in 2001, increased 19.6% to $157.8 million from $131.9 million
primarily as a result of the inclusion of the results of the Plusbelle
acquisition in Argentina in the second quarter of 2000 as well as increased sales in Canada, partially offset by lower sales in Mexico caused by
difficulties in the outsourcing of our sales administrative function.
Excluding the effect of the list price adjustment, net sales in our
International segment increased 21.2% to $159.8 million.

18



---



##### 



Net sales in our Commercial Markets and Other
segment increased 3.3% to $44.3
million from $42.9 million primarily as a result of an increase
in our hotel amenities business, offset in part by softness in our
chemical business.

Excluding special charges and the impact of the list price adjustment, our
gross margin improved by 140 basis points to 51.1% from 49.7% in the same
period in 2000. This improvement is primarily from lower delivered product
costs associated with higher sales volume, a more even distribution of sales
within the quarter and lower raw material costs. The effect on gross margin of
the list price adjustment in 2001 and the restructuring charge in 2000 is set
forth below:

|                                                                      |  |                   |      |      |  |        |      |   |  |  |      |  
|--------------------------------------------------------------------- |  | ----------------- | ---- | ---- |  | ------ | ---- | - |  |  | ---- | -
|                                                                      |  | First Nine Months |      |      |  |       
|                                                                      |  |                   |      |      |  |       
|                                                                      |  | 2001              |      | 2000 |  | Change
|                                                                      |  |                   |      |      |  |       
|Gross margin excluding list price adjustment and restructuring charge |  |                   | 51.1 | %    |  |        | 49.7 | % |  |  | 1.4  | %
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|List price adjustment                                                 |  |                   | (1.2 | )    |  |        |     |   |  |  | (1.2 | )
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Restructure charge                                                    |  |                   | (0.9 | )    |  |        | (0.9 | ) |  |  |     |  
|                                                                      |  |                   |      |      |  |        |      |   |  |  |      |  
|Gross margin as reported                                              |  |                   | 49.0 | %    |  |        | 48.8 | % |  |  | 0.2  | %
|                                                                      |  |                   |      |      |  |        |      |   |  |  |      |  

Selling, general and administrative expenses increased 11.1% to $497.7 million
in the first nine months of 2001 from $447.8 million in the first nine months
of 2000. Excluding the special charges, other asset writedowns in 2000 and
2001 and the impact of the list price adjustment, selling, general and administrative expenses increased as a percent of
sales to 41.7% in 2001 from 39.3% in 2000. This increase primarily resulted
from an increase in marketing expenses to support our new product launches and
core domestic brands and increases in selling and administrative
expenses due to strong 2001 performance.

Interest and other expenses increased 5.6% to $37.8 million from $35.8 million
in the same period in 2000. The increase was primarily due to a full
nine months of interest expense from increased debt during 2000 to fund acquisitions of the Coast, Plusbelleand Zout
businesses, our prior investments in the Dial/Henkel joint ventures and our
stock repurchase program, partially offset by a declining debt balance
and interest rates through the third quarter of 2001.

Our share of the income in the Dial/Henkel joint venture was $3.0 million in
the first nine months of 2001 primarily resulting from lower than expected
exit costs associated with the discontinued Purex Advancedbusiness, offset in part by exit costs related to the discontinuation of the Custom Cleaner
business in the third quarter of 2001.

Our effective income tax rate on continuing
operations for the first nine months of 2001 was 39.3%, compared to 34.1% for the same
period in 2000. The increase is primarily due to non-deductible,
foreign restructure charges.

Net income from continuing operations was $44.5 million or $0.49 per diluted
share, versus $37.1 million, or $0.40 per diluted share in the first nine
months of 2000. As discussed above, this increase in net income is primarily
attributable to higher sales, improved gross margin, more efficient marketing
spending and lower restructuring and special charges. For comparative
purposes, the effect on earnings per share of the discontinued operations,
restructuring charges and one-time gains recorded in the nine months ended
September 29, 2001 and September 30, 2000 are set forth below:

19



---



##### 



|                                                                                   |  |                   |       |      |  |   |       |  
|---------------------------------------------------------------------------------- |  | ----------------- | ----- | ---- |  | - | ----- | -
|                                                                                   |  | First Nine Months
|                                                                                   |  |                  
|                                                                                   |  | 2001              |       | 2000
|                                                                                   |  |                   |       |     
|Diluted net income per share from
continuing operations                            |  | $                 | 0.49  |      |  | $ | 0.40  |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Discontinued operation                                                             |  |                   | (2.21 | )    |  |   | (0.44 | )
|                                                                                   |  |                   |       |      |  |   |       |  
|Net Loss per diluted share                                                         |  | $                 | (1.72 | )    |  | $ | (0.04 | )
|                                                                                   |  |                   |       |      |  |   |       |  
|Diluted net income per share from
continuing operations                            |  | $                 | 0.49  |      |  | $ | 0.40  |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Restructuring and special charges                                                  |  |                   | 0.11  |      |  |   | 0.21  |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Special gain                                                                       |  |                   |      |      |  |   | (0.09 | )
|                                                                                   |  |                   |       |      |  |   |       |  
|Earnings per share from continuous
operations excluding one-time
charges and gains |  | $                 | 0.60  |      |  | $ | 0.52  |  
|                                                                                   |  |                   |       |      |  |   |       |  

Liquidity and Capital Resources

Total debt decreased $114.1 million to $480.9 million from $595.0 million at
December 31, 2000. The
decrease in total debt was funded primarily from cash flow from operations.

Cash flow from operations in the first nine months of 2001 was $84.0 million
compared to $67.2 million in the same period in 2000. The increase in cash
provided from operations is primarily attributable to an improvement in working
capital and an increase in net income from continuing operations. Debt
repayment in 2001 is expected to be approximately $145 million.

Capital expenditures for the first nine months of 2001 were $17.6 million.
Capital spending in 2001 is expected to approximate $34 million. These
expenditures will be concentrated primarily on equipment and information
systems that provide opportunities to reduce manufacturing, logistic and
administrative costs. Our spending plans are dependent on the availability of
funds, as well as identification of projects with sufficient returns. As a
result, there can be no assurance as to the quantity and the type of capital
spending in the future.

On August 14, 2001, we issued $250 million of 7.0% Senior Notes due 2006. As
discussed below, a portion of the net proceeds from this offering were used to
repay indebtedness under our existing credit facility. The Indenture governing
these Senior Notes imposes restrictions on us with respect to, among other
things, our ability to redeem the Senior Notes, place liens on certain
properties and enter into certain sale and leaseback transactions. In
addition, the Indenture governing these Senior Notes requires us to purchase
from the holders of the Senior Notes, upon the exercise of such purchase right
by each holder, all or any part of their Senior Notes at a purchase price equal
to 101% of the principal amount of the Senior Notes plus accrued interest, upon the
occurrence of either (i) a change of control of Dial that is followed by a rating
decline or (ii) asset sales yielding gross proceeds to Dial of $500
million or more in the aggregate that is followed by a rating decline. A
rating decline shall be deemed to have occurred if, no later than 90 days
after the public notice of either the occurrence or intention to effect a
change of control or significant asset sale, either of the rating agencies
assigns a rating to the Senior Notes that is lower than Baa3, in the case of a
rating by Moodys, or BBB-, in the case of a rating by Standard & Poors.

On May 17, 2001, we amended our existing credit facility with our lenders.
This amendment extended the short-term commitment under our credit facility
from July 2001 to May 2002. This amendment also changed some of the covenants
included in our credit facility. Under the new minimum net worth covenant, we
must maintain minimum net worth of at least 80% of such net worth as of March
31, 2001 plus 50% of net income subsequent thereto plus certain other additions
to net worth. Losses up to agreed upon maximum amounts that are incurred in
connection with any sale or other disposition of our Specialty Personal Care
business and our business in Argentina will not be counted in determining
compliance with this minimum net worth covenant as long as the businesses are
sold or disposed of by the end of the quarter immediately following the quarter
in which such losses were recorded.

20



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##### 



Another new covenant provides that if we sell any business or other assets
(excluding inventory sold in the ordinary course of business) or receive
proceeds from any debt or equity financings, our lenders commitment will be
permanently reduced in amounts equal to agreed upon percentages of the proceeds
received from such transactions. These percentages range from 50% to 100%
depending upon the type of transaction. As prescribed in this amendment, a
portion of the net proceeds from the $250 million debt offering were used to
repay indebtedness under our existing credit facility, permanently reducing our
total borrowing capacity under the facility to approximately $325 million.
Proceeds from the sale of our Specialty Personal Care business were used to
further permanently reduce our total borrowing capacity under the facility to
approximately $321 million. At September 29, 2001, commitments under our
credit facility are on a revolving basis under commitments available until July
2005 for up to $169 million and until May 2002 for up to $152 million. At
September 29, 2001, we had $35.9 million outstanding under our revolving credit
agreement.

In addition, the amended credit facility includes covenants that restrict our
ability to increase our quarterly dividend, repurchase stock, distribute assets
to stockholders, sell or otherwise dispose of our accounts receivable, and sell
businesses or other assets for consideration other than cash. Further, the
amended
credit facility retains a maximum ratio of funded debt to earnings before
interest, taxes, depreciation and amortization (EBITDA) of 3.0 to 1.0. Dial
was in compliance with all covenants under the credit facility at September 29,
2001.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
Goodwill and Other Intangible Assets. SFAS No. 142 changes the accounting
for goodwill from an amortization method to an impairment-only approach. Thus,
amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of that statement. Dial will adopt SFAS
142 effective January 1, 2002, as required and expects that its adoption will
reduce annual amortization expense by approximately $5.6 million annually
pre-tax. While we are currently analyzing the impact that the impairment
analyses will have on recorded intangibles, we currently do not anticipate any writedown
as a result of our adoption of SFAS 142.

In May 2000, the Financial Accounting Standards Boards Emerging Issues Task
Force (EITF) released Issue No. 00-14, Accounting for Certain Sales
Incentives. This issue addresses the recognition, measurement, and income
statement classification for certain sales incentives, including coupons,
rebates and free products. The consensus on EITF 00-14 will be effective for
Dial in the first quarter of 2002. The implementation of this consensus will
require us to change the way we classify certain sales incentives that are
currently recorded as selling, general and administrative expense. The cost of
coupons and rebates, which is anticipated to be approximately $12 million in
2001, will be recorded as a reduction of net sales. The cost of free products,
which is anticipated to be approximately $10 million in 2001, will be recorded
as cost of products sold.

In April 2001, the EITF reached a consensus on Issue No. 00-25, Vendor Income
Statement Characterization of Consideration Paid to a Reseller of the Vendors
Products. The issue addresses the accounting and income statement
classification of costs, other than those directly addressed in Issue 00-

21



---



##### 



14,
that are incurred by a vendor (typically a manufacturer or distributor) to or
on behalf of a customer (typically a retailer) in connection with the
customers purchase or promotion of the vendors products. This Issue addresses
the recognition and measurement of such costs and whether a vendor should
classify such costs in its income statement when incurred as a reduction of
revenues or as an expense item.

We currently record all of the consideration we provide to our customers to
promote our products as trade promotion expense. Such costs include
consideration given to customers for space in their stores (slotting fees),
consideration given to obtain favorable display positions in the retailers
stores and other promotional activity. For income statement purposes, we
currently record all trade promotion expense as Selling, general and
administrative expense. The consensus on EITF 00-25 will be effective for Dial
in the first quarter of 2002. The implementation of this consensus will
require that most or all of the these types of trade promotion costs be
recorded as a reduction of sales rather than as selling, general and
administrative expenses. We expense these promotional activities in the period
during which the related product ships. In 2001, we expect to incur
approximately $380 million of trade promotion expense.

22



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##### 



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On May 21, 1999, we were served with a complaint filed by the U.S. Equal
Employment Opportunity Commission (the EEOC) in the U.S. District Court for
the Northern District of Illinois, Eastern Division. This action is entitled
Equal Employment Opportunity Commission v. The Dial Corporation, Civil Action
No. 99 C 3356. The EEOC alleges that Dial has engaged in a pattern and
practice of discrimination against a class of female employees by subjecting
them to sexual or sex-based harassment and failing to take prompt remedial
action after these employees complained about this alleged harassment. The
EEOC is seeking to enjoin Dial from this alleged harassment, to require us to
train our managerial employees regarding the requirements of Title VII of the
Civil Rights Act of 1964 and to recover unspecified compensatory and punitive
damages. We have denied the EEOCs allegations. After discovery was
completed, Dial filed a dispositive motion, which was granted in part and
denied in part by the Court in an opinion issued in the third quarter
of 2001. The
Court granted Dials motion to dismiss the claims of thirteen individuals and
denied its motion with respect to the remaining individuals. Dial has
petitioned the Court for a review of the decision by the Seventh
Circuit Court of Appeals. A trial date has not been set. We
currently do not believe that this lawsuit will have a material adverse effect
on our operating results or financial condition. However, assurances cannot be
given regarding the ultimate outcome of this matter.

Item 6. Exhibits and Reports on Form 8-K

(A)  Exhibits



| |     |                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------
| | 99. | Private Securities Litigation Reform Act of 1995 Safe Harbor
Compliance Statement for Forward-Looking Statements.

(B)   Reports on Form 8-K



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We filed a Current Report on Form 8-K, dated August 28, 2001, reporting that
Dial had sold its Specialty Personal Care (SPC) business.                                    
|
| | We filed a Current Report on Form 8-K, dated September 5, 2001, reporting
that Dial would make a presentation to investors on September 5, 2001.                          
|
| | We filed a Current Report on Form 8-K, dated September 25, 2001 reporting
that Dial issued a press release relating to its third quarter earnings release conference
call.

23



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##### 



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.

The Dial Corporation
(Registrant)

November 13, 2001



/s/ Conrad A. Conrad
     Conrad A. Conrad
     Executive Vice President and Chief Financial Officer
     (Principal Financial Officer and Authorized Officer)



/s/ John F. Tierney
     John F. Tierney
     Senior Vice President and Controller
     (Principal Accounting Officer and Authorized Officer)



24



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##### 



EXHIBIT INDEX



|            |  |                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                      
|            |  |                                                                                                                  
|           
|99.         |  | Private Securities Litigation Reform Act of 1995 Safe Harbor
Compliance Statement for Forward-Looking Statements.