SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to__________
Commission File Number: 1-5989
ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1658138
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4711 Golf Road
Skokie, Illinois 60076
(847) 677-2600
(Address and telephone number of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
-
At May 6, 2002, 37,284,238 shares of the registrant's Common Stock, $1.00
par value, were outstanding.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................................1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk..........*
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................*
Item 2. Changes in Securities...............................................*
Item 3. Defaults Upon Senior Securities.....................................*
Item 4. Submission of Matters to a Vote of Security Holders.................*
Item 5. Other Information...................................................*
Item 6. Exhibits and Reports on Form 8-K...................................12
___________________
* No reportable information under this item.
This report may contain various "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which can be identified by the use
of forward-looking terminology such as "believes", "expects", "prospects",
"estimated", "should", "may" or the negative thereof or other variations thereon
or comparable terminology indicating the Company's expectations or beliefs
concerning future events. The Company cautions that such statements are
qualified by important factors that could cause actual results to differ
materially from those in the forward-looking statements, a number of which are
identified in this report. Other factors could also cause actual results to
differ materially from expected results included in these statements. These
factors include general economic conditions, technology changes, changes in
supplier or customer relationships, exchange rate fluctuations and new or
changed competitors.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except per share amounts)
13 Weeks Ended
-------------------------
March 29, March 30,
2002 2001
---------- ----------
Net sales $ 614.7 $ 880.3
Cost of goods sold 472.9 668.3
---------- ----------
Gross profit 141.8 212.0
Operating expenses 121.3 160.1
Goodwill amortization - 2.2
---------- ----------
Operating income 20.5 49.7
Interest expense (4.7) (9.3)
Other, net - (4.8)
---------- ----------
Income before income taxes and extraordinary loss 15.8 35.6
Income tax expense 6.3 14.7
---------- ----------
Income before extraordinary loss 9.5 20.9
Extraordinary loss on early extinguishment
of debt(net of income tax benefit of $0.4) (0.6) -
---------- ----------
Net income $ 8.9 $ 20.9
========== ==========
Basic income (loss) per share:
Income before extraordinary loss $ 0.26 $ 0.57
Extraordinary loss (0.02) -
---------- ----------
Net income $ 0.24 $ 0.57
========== ==========
Diluted income (loss) per share:
Income before extraordinary loss $ 0.25 $ 0.53
Extraordinary loss (0.02) -
---------- ----------
Net income $ 0.23 $ 0.53
========== ==========
See accompanying notes to the consolidated financial statements.
ANIXTER INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(In millions) March 29, December 28,
ASSETS 2002 2001
------------ ------------
(Unaudited)
Current assets
Cash $ 47.7 $ 27.2
Accounts receivable (less allowances of $16.5 and $20.9
in 2002 and 2001, respectively) 173.9 154.1
Note receivable - unconsolidated subsidiary 100.8 111.4
Inventories 461.6 495.7
Deferred income taxes 32.0 32.0
Other current assets 12.0 8.6
------------ ------------
Total current assets 828.0 829.0
Property and equipment, at cost 165.4 167.4
Accumulated depreciation (114.5) (112.4)
------------ ------------
Property and equipment, net 50.9 55.0
Goodwill (less accumulated amortization of $95.5 and $95.4
in 2002 and 2001, respectively) 232.4 231.6
Other assets 79.7 83.2
------------ ------------
$ 1,191.0 $ 1,198.8
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 264.1 $ 251.0
Accrued expenses 73.4 86.2
Accrued restructuring 8.9 11.1
Income taxes payable 2.0 4.4
------------ ------------
Total current liabilities 348.4 352.7
Long-term debt 222.4 241.1
Other liabilities 42.7 41.9
------------ ------------
Total liabilities 613.5 635.7
Stockholders' equity
Common stock --- $1.00 par value, 100,000,000 shares
authorized, 37,050,939 and 36,917,313 shares issued
and outstanding in 2002 and 2001, respectively 37.1 36.9
Capital surplus 35.5 32.5
Accumulated other comprehensive income (57.2) (59.5)
Retained earnings 562.1 553.2
------------ ------------
Total stockholders' equity 577.5 563.1
------------ ------------
$ 1,191.0 $ 1,198.8
============ ============
See accompanying notes to the consolidated financial statements.
ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions) 13 Weeks Ended
--------------------------
March 29, March 30,
2002 2001
---------- ----------
Operating activities
Net income $ 8.9 $ 20.9
Adjustments to reconcile net income to net cash
provided by continuing operating activities:
Extraordinary loss 0.6 -
Gain on sale of fixed assets (1.2) -
Depreciation and amortization 5.9 8.1
Accretion of zero-coupon convertible notes 3.8 3.6
Deferred income taxes - (0.4)
Changes in current assets and liabilities, net 25.5 57.0
Restructuring costs (3.1) -
Other, net 2.1 0.1
---------- ----------
Net cash provided by continuing operating activities 42.5 89.3
Investing activities
Capital expenditures (1.5) (8.6)
---------- ----------
Net cash used in continuing investing activities (1.5) (8.6)
Financing activities
Proceeds from long-term borrowings 43.6 346.1
Repayment of long-term borrowings (43.6) (398.8)
Retirement of notes payable (22.9) -
Proceeds from issuance of common stock 2.2 3.2
Purchases of common stock for treasury - (46.9)
Other, net (0.1) (0.1)
---------- ----------
Net cash used in continuing financing activities (20.8) (96.5)
---------- ----------
Increase (decrease) in cash from continuing operations 20.2 (15.8)
Net cash provided by (used in) discontinued operations 0.3 (2.9)
Cash at beginning of period 27.2 20.8
---------- ----------
Cash at end of period $ 47.7 $ 2.1
========== ==========
See accompanying notes to the consolidated financial statements.
ANIXTER INTERNATIONAL INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Basis of Consolidation and Presentation
The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements included in Anixter
International Inc.'s ("the Company") Annual Report on Form 10-K for the year
ended December 28, 2001. The consolidated financial information furnished herein
reflects all adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary for a fair presentation of the consolidated
financial statements for the periods shown. The results of operations of any
interim period are not necessarily indicative of the results that may be
expected for a full fiscal year. Certain amounts for the prior year have been
reclassified to conform to the 2002 presentation.
Note 2. Goodwill
The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" as of December
29, 2001. In accordance with this statement, the Company no longer amortizes
goodwill. In addition, any goodwill or intangible assets acquired in a future
purchase will not be amortized, but will be evaluated for impairment. The
Company performed the annual impairment test during the first quarter of 2002.
This test compared the market value of the reporting units to the book value
using a measurement date of December 29, 2001. The results of this test
concluded that the market value exceeds the book value, and therefore, an
impairment charge is not required at this time. The Company recognized $2.2
million of goodwill amortization during the 13 weeks ended March 30, 2001. If
the provisions of SFAS No. 142 had been applied to the 13 weeks ended March 30,
2001, net income would have increased $2.2 million and basic and diluted
earnings per share would have increased $0.06 and $0.05, respectively. See Note
4 "Income (Loss) per Share" for a reconciliation of reported net income and net
income adjusted to exclude goodwill amortization.
Note 3. Comprehensive Income
Comprehensive income, net of tax, consisted of the following:
13 weeks ended
--------------------------
March 29, March 30,
(In millions) 2002 2001
--------- ---------
Net income $ 8.9 $ 20.9
Cumulative effect of adoption of SFAS No. 133 - 2.7
Change in cumulative translation adjustment 7.4 (8.3)
Change in fair market value of derivatives (5.1) 2.8
--------- ---------
Comprehensive income $ 11.2 $ 18.1
========= =========
Note 4. Income (Loss) per Share
The following table sets forth the computation of basic and diluted
income per common share:
13 weeks ended
------------------------
(In millions, except per share amounts) March 29, March 30,
2002 2001
--------- ---------
Basic Income (Loss) Per Share:
Reported income before extraordinary loss $ 9.5 $ 20.9
Goodwill amortization - 2.2
--------- ---------
Adjusted income before extraordinary loss 9.5 23.1
Extraordinary loss (0.6) -
--------- ---------
Adjusted net income $ 8.9 $ 23.1
========= =========
Weighted-average common shares outstanding 36.6 36.9
Reported income per share before extraordinary loss $ 0.26 $ 0.57
Goodwill amortization per share - 0.06
--------- ---------
Adjusted income per share before extraordinary loss 0.26 0.63
Extraordinary loss per share (0.02) -
--------- ---------
Adjusted net income per share $ 0.24 $ 0.63
========= =========
Diluted Income (Loss) Per Share:
Income before extraordinary loss $ 9.5 $ 20.9
Interest impact of assumed conversion of
convertible notes - 2.2
--------- ---------
Reported income before extraordinary loss 9.5 23.1
Goodwill amortization - 2.2
--------- ---------
Adjusted net income before extraordinary loss 9.5 25.3
Extraordinary loss (0.6) -
--------- ---------
Net income $ 8.9 $ 25.3
========= =========
Weighted-average common shares outstanding 36.6 36.9
Effect of dilutive securities:
Stock options, warrants and convertible notes 1.4 7.0
--------- ---------
Weighted-average common shares outstanding 38.0 43.9
========= =========
Reported income per share before extraordinary loss $ 0.25 $ 0.53
Goodwill amortization per share - 0.05
--------- ---------
Adjusted income per share before extraordinary loss 0.25 0.58
Extraordinary loss per share (0.02) -
--------- ---------
Adjusted net income per share $ 0.23 $ 0.58
========= =========
Note 5. Summarized Financial Information of Anixter Inc.
The Company had an ownership interest of 99.9% in Anixter Inc. at March
29, 2002, which is included in the consolidated financial statements of the
Company. The following summarizes the financial information for Anixter Inc.:
ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 29, December 28,
(In millions) 2002 2001
------------ ------------
Assets: (Unaudited)
Current assets $ 826.3 $ 827.1
Property, net 50.9 55.0
Goodwill, net 232.4 231.6
Other assets 80.4 83.1
----------- -----------
$ 1,190.0 $ 1,196.8
=========== ===========
Liabilities and Stockholders' Equity:
Current liabilities $ 352.0 $ 352.9
Other liabilities 42.0 41.5
Long-term debt 12.1 19.3
Subordinated notes payable to parent 234.2 244.8
Stockholders' equity 549.7 538.3
----------- -----------
$ 1,190.0 $ 1,196.8
=========== ===========
ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
13 weeks ended
------------------------
March 29, March 30,
(In millions) 2002 2001
---------- ----------
Net sales $ 614.7 $ 880.3
Operating income $ 20.1 $ 50.0
Income before income taxes and
extraordinary loss $ 15.4 $ 35.4
Income before extraordinary loss $ 9.1 $ 20.3
Extraordinary loss $ 0.3 $ -
Net income $ 8.8 $ 20.3
Note 6. Restructuring Costs
Due to increased economic softness and deteriorating market conditions in
the communications products market, the Company announced a one-time
restructuring charge of $31.7 million during the third quarter of 2001. The
components of the charge are identified below:
Staff Reductions - The Company planned to reduce approximately 700
employees across all business functions and geographic areas and communicated
these intentions to the employees in the third quarter of 2001. The reductions
started during that time and as of March 29, 2002, substantially all staff
reductions have been completed. In 2001, the Company recorded a restructuring
charge of $9.8 million primarily relating to severance and fringe benefits of
the approximately 700 employees to be terminated.
Facility Restructuring - The Company recorded a restructuring charge of
$13.9 million to primarily cover the future lease payments on the excess
facilities located in North America. Included in this amount was management's
assumption that certain facilities could be sublet for a total of $7.2 million
and the write-off of related leasehold improvements and equipment of $2.0
million.
Korea - The Company decided to leave the Korean market and, as a result,
recorded a restructuring charge of $6.2 million. The major components of this
charge included accounts receivable bad debts of $3.1 million and legal fees,
settlements and other shutdown costs totaling $3.1 million.
Other Items - The Company expensed purchased software that it decided not
to implement and provided for legal fees associated with the restructuring. The
total charge for these items was $1.8 million.
The following table summarizes the restructuring costs:
Total Non-Cash Cash Accrued
(In millions) Costs Charges Payments Costs
------- --------- --------- --------
Staff reductions $ 9.8 $ - $ 7.4 $ 2.4
Facility restructuring 13.9 2.0 1.8 10.1
Korea 6.2 3.7 0.9 1.6
Other 1.8 0.9 0.4 0.5
------- --------- --------- --------
Total $ 31.7 $ 6.6 $ 10.5 $ 14.6
======= ========= ========= ========
Amounts related to the net lease expense due to the consolidation of
facilities will be paid over the respective lease terms through the year 2008.
The Company has substantially implemented all of the restructuring initiatives.
Note 7. Extinguishment of Debt
The Company repurchased $15.3 million of its 7% zero-coupon convertible
notes and $7.0 million of its 8% senior notes for $22.9 million during the 13
weeks ended March 29, 2002. Additionally, in the 13 week period ended March 29,
2002, the Company wrote-off $0.4 million of debt issuance costs associated with
its the convertible notes. Accordingly, the Company recorded an extraordinary
loss on the early extinguishment of debt of $1.0 million ($0.6 million, net of
tax), in its consolidated statements of operations for the 13 weeks ended March
29, 2002.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following is a discussion and analysis of the historical results of
operations and financial condition of Anixter International Inc. (the "Company")
and factors affecting the Company's financial resources. This discussion should
be read in conjunction with the consolidated financial statements, including the
notes thereto, set forth herein under "Financial Statements" and the Company's
Annual Report on Form 10-K for the year ended December 28, 2001. This discussion
contains forward-looking statements which are qualified by reference to, and
should be read in conjunction with, the Company's discussion regarding
forward-looking statements as set forth in this report.
Financial Liquidity and Capital Resources
Cash Flow
Consolidated net cash provided by continuing operating activities was $42.5
million for the 13 weeks ended March 29, 2002 compared to $89.3 million for the
same period in 2001. Cash provided by operating activities was lower than 2001
primarily due to the decline in sales and $120 million received for inventory
that was returned to a vendor in 2001. This was partially offset by net payments
on accounts payable of $51.5 million in 2001 versus an increase of $13.1 million
in 2002. Consolidated net cash used in investing activities was $1.5 million for
the 13 weeks ended March 29, 2002 versus $8.6 million for the same period in
2001. Capital expenditures have been reduced due to the projected weak economic
conditions. Capital expenditures are expected to be approximately $23.5 million
in 2002 with the majority being related to the construction of a new
headquarters building. Consolidated net cash used in financing activities was
$20.8 million for the 13 weeks ended March 29, 2002 in comparison to $96.5
million in the corresponding 2001 period. The change is primarily the result of
a net decrease in long-term borrowings of $52.7 million in 2001 as compared to
$22.9 million in 2002. In addition, $46.9 million of treasury stock purchases
occurred in 2001. The Company did not repurchase stock in the first quarter of
2002. Cash provided by discontinued operations was $0.3 million in the 13 weeks
ended March 29, 2002 compared to $2.9 million used in the corresponding 2001
period.
Financings
At March 29, 2002, $408.1 million was available under the bank revolving
lines of credit at Anixter Inc., of which $29.7 million was available to pay the
Company for intercompany liabilities. During the first quarter of 2002, the
Company retired $7.0 million of the 8% Senior notes and $15.3 million of the 7%
zero-coupon convertible notes. As a result, the Company recorded an
extraordinary loss of $0.02 per diluted share. The Company will continue to
pursue opportunities to repurchase outstanding debt, with the volume and timing
to depend on market conditions.
Consolidated interest expense was $4.7 million and $9.3 million for the 13
weeks ended March 29, 2002 and March 30, 2001, respectively. The decrease is
mainly due to lower debt levels. The average outstanding long-term debt balance
in the first quarter of 2002 was $239.4 million compared to $477.6 million in
2001. Included in other expenses is $0.8 million and $3.7 million, for the 13
weeks ended March 29, 2002 and March 30, 2001, respectively, relating to the
interest expense incurred by Anixter Receivables Corporation, a wholly-owned
unconsolidated subsidiary. The average outstanding debt incurred by Anixter
Receivables Corporation in the first quarter was $132.9 million and $216.8
million for 2002 and 2001, respectively. The effective interest rate on the
Anixter Receivables Corporation debt was 2.6% and 6.5% for the first quarter of
2002 and 2001, respectively.
During the first quarter of 2001, the Company repurchased 2,079,000 shares
at an average cost of $22.57. Purchases were made in the open market and were
financed from cash generated by operations. No shares were repurchased in the
first quarter of 2002. The Company has the authorization to purchase 0.6 million
additional shares with the volume and timing to depend on market conditions.
Other Liquidity Considerations
Certain debt agreements entered into by the Company's subsidiaries contain
various restrictions including restrictions on payments to the Company. Such
restrictions have not had nor are expected to have an adverse impact on the
Company's ability to meet its cash obligations.
Results of Operations
The Company competes with distributors and manufacturers who sell products
directly or through existing distribution channels to end users or other
resellers. The Company's relationship with the manufacturers for which it
distributes products could be affected by decisions made by these manufacturers
as the result of changes in management or ownerships as well as other factors.
In addition, the Company's future performance could be affected by economic
downturns, possible rapid changes in applicable technologies or regulatory
changes, which may substantially change the cost and/or accessibility of public
networking bandwidth.
Quarter ended March 29, 2002: Net income for the first quarter of 2002 was
$8.9 million compared with $20.9 million for the first quarter of 2001. The
Company recorded an after-tax extraordinary loss of $0.6 million for the early
extinquishment of $7.0 million of its 8% Senior notes and $15.3 million of the
7% zero-coupon convertible notes.
The Company's net sales during the first quarter of 2002 decreased 30.2% to
$614.7 million from $880.3 million in the same period in 2001. Net sales by
major geographic market are presented in the following table:
13 weeks ended
------------------------
March 29, March 30,
(In millions) 2002 2001
--------- ---------
North America $ 487.6 $ 662.3
Europe 84.4 162.4
Asia Pacific and Latin America 42.7 55.6
--------- --------
$ 614.7 $ 880.3
========= ========
Sales declined in every geography as the recession and economic softness
that developed in the United States in 2001 spread throughout the world. When
compared to the corresponding period in 2001, North America sales for the first
quarter of 2002 decreased 26.4% to $487.6 million. Sales fell across all
markets, with Enterprise, Wire and Cable and Integrated supply sales down 20.8%,
34.5% and 28.4%, respectively. 2001 included $47.2 million of service provider
sales which is now primarily reported in the Wire and Cable sales for last year.
Due to the significant fall in spending in the telecommunications industry,
sales to the service provider market in 2002 were minimal. Europe sales
decreased 48.0% due to declining sales in all customer markets. 2001 sales for
Europe includes $27.1 million to the service provider market which did not
repeat in 2002. Excluding the effect of changes in exchange rates, Europe sales
decreased 45.0%. Asia Pacific and Latin America net sales were down 23.1% from
the first quarter of 2001 due to general economic softness in both regions.
Excluding the effect of changes in exchange rates, Asia Pacific and Latin
America sales decreased 23.6%.
Operating income decreased to $20.5 million in 2002 from $49.7 million
in the first quarter of 2001. Operating income (loss) by major geographic market
is presented in the following table:
13 weeks ended
------------------------
March 29, March 30,
(In millions) 2002 2001
--------- ---------
North America* $ 18.0 $ 41.0
Europe 3.4 7.7
Asia Pacific and Latin America* (0.9) 1.0
--------- ---------
$ 20.5 $ 49.7
========= =========
*The 13 weeks ended March 30, 2001, includes goodwill amortization expense
of $2.1 million for North America and $0.1 million for Asia Pacific and
Latin America.
Excluding 2001 goodwill amortization, North America operating income for
the first quarter of 2002 decreased 58.3% from the corresponding period in 2001.
Due to competitive pricing pressures, gross margins declined to 22.8% in 2002
from 25.3% for the same period in 2001. Primarily as a result of the lower gross
margins, operating margins (excluding goodwill amortization in 2001) declined to
3.7% in the first quarter of 2002 from 6.5% in the same period in 2001.
Excluding goodwill amortization, operating expenses declined 25.0% as variable
costs were reduced in line with the reduction in sales and headcount and
facility expenses were reduced with the third quarter 2001 restructuring. Europe
operating income decreased 56.2% reflecting the decline in sales. Europe's gross
margins increased significantly from 20.1% in 2001 to 26.5% in 2002, as 2001
included $27.1 million of low margin service provider sales. Operating expenses
decreased 23.9% reflecting a decline in variable costs associated with the sales
decline. The reduction in service provider sales had minimal impact on operating
expenses. Excluding the effect of changes in exchange rates, Europe operating
income decreased 53.7%. Excluding goodwill amortization, Asia Pacific and Latin
America operating income decreased $2.0 million, from $1.1 million income in the
first quarter of 2001 to $0.9 million loss in 2002. The significant decline in
sales coupled with the small sales base resulted in a loss for the quarter.
Changes in exchange rates had a minimal effect on operating income.
Other, net expense (income) includes the following:
13 weeks ended
------------------------
March 29, March 30,
(In millions) 2002 2001
--------- ---------
Foreign exchange $ 1.3 $ 0.8
Gain on sale of real estate (1.2) -
Accounts receivable securitization - 4.0
Other (0.1) -
--------- ---------
$ - $ 4.8
========= =========
In the first quarter 2002, Argentina incurred $1.6 million of foreign
exchange losses.
The consolidated tax provision on continuing operations decreased to $6.3
million in 2002 from $14.7 million in the first quarter of 2001, primarily due
to lower pre-tax income. The 2002 effective tax rate of 40.0% is based on
pre-tax book income adjusted primarily for losses of foreign operations which
are not currently deductible.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
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.
ANIXTER INTERNATIONAL INC.
Date: May 9, 2002 By: /s/ Robert W. Grubbs
------------------------------------
Robert W. Grubbs
President and Chief Executive Officer
Date: May 9, 2002 By: /s/ Dennis J. Letham
------------------------------------
Dennis J. Letham
Senior Vice President - Finance
and Chief Financial Officer