UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
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 1-655
MAYTAG CORPORATION
A Delaware Corporation I.R.S. Employer Identification No. 42-0401785
403 West Fourth Street North, Newton, Iowa 50208
Registrant's telephone number: 515-792-7000
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
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 1998:
Common Stock, $1.25 par value - 94,070,711
Page 1 of 16
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended March 31, 1998
I N D E X
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Statements of Consolidated Income................ 3
Condensed Statements of Consolidated Financial Condition... 4
Condensed Statements of Consolidated Cash Flows............ 6
Notes to Condensed Consolidated Financial Statements....... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 10
Item 3. Quantitative and Qualitative Disclosures about Market
Risk.................................................. 14
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................... 15
Signatures................................................. 16
2
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
MAYTAG CORPORATION
Condensed Statements of Consolidated Income
(Unaudited)
Three Months Ended
March 31
In thousands except per share data 1998 1997
Net sales $1,040,386 $ 792,469
Cost of sales 736,485 582,987
Gross profit 303,901 209,482
Selling, general and administrative expenses 168,821 132,982
Operating income 135,080 76,500
Interest expense (15,585) (14,711)
Other--net 328 2,079
Income before income taxes and minority
interest 119,823 63,868
Income taxes 44,132 24,144
Income before minority interest 75,691 39,724
Minority interest (3,424) (1,224)
Net income $ 72,267 $ 38,500
Basic earnings per common share:
Net income $ 0.77 $ 0.39
Diluted earnings per common share:
Net income $ 0.75 $ 0.39
Dividends per common share $ 0.16 $ 0.16
See notes to condensed consolidated financial statements.
3
MAYTAG CORPORATION
March 31 December 31
1998 1997
In thousands except share data (Unaudited)
Assets
Current assets
Cash and cash equivalents $ 35,739 $ 27,991
Accounts receivable 556,178 473,741
Inventories 373,140 350,209
Deferred income taxes 46,073 46,073
Other current assets 28,384 36,703
Total current assets 1,039,514 934,717
Noncurrent assets
Deferred income taxes 115,006 118,931
Pension investments 1,646 2,160
Intangible pension asset 33,819 33,819
Other intangibles 430,282 433,595
Other noncurrent assets 38,149 49,660
Total noncurrent assets 618,902 638,165
Property, plant and equipment
Property, plant and equipment 1,830,079 1,816,209
Less allowance for depreciation 900,201 874,937
Total property, plant and equipment 929,878 941,272
Total assets $ 2,588,294 $ 2,514,154
See notes to condensed consolidated financial statements.
4
MAYTAG CORPORATION
Condensed Statements of Consolidated Financial Condition - Continued
March 31 December 31
1998 1997
In thousands except share data (Unaudited)
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ 167,026 $ 112,843
Accounts payable 233,461 221,417
Compensation to employees 63,970 62,758
Accrued liabilities 172,042 161,344
Income taxes payable 28,732
Current maturities of long-term debt 8,288 8,276
Total current liabilities 673,519 566,638
Noncurrent liabilities
Deferred income taxes 15,380 23,666
Long-term debt 549,381 549,524
Postretirement benefits other than
pensions 456,549 454,390
Pension liability 35,994 31,308
Other noncurrent liabilities 105,658 99,096
Total noncurrent liabilities 1,162,962 1,157,984
Minority interest 174,781 173,723
Shareowners' equity
Preferred stock:
Authorized--24,000,000 shares
(par value $1.00)
Issued--none
Common stock:
Authorized--200,000,000 shares
(par value $1.25)
Issued--117,150,593 shares,
including shares in treasury 146,438 146,438
Additional paid-in capital 441,670 494,646
Retained earnings 599,193 542,118
Cost of Common stock in treasury
(1998--23,079,882 shares;
1997--22,465,256 shares) (546,234) (508,115)
Employee stock plans (50,731) (48,416)
Accumulated other comprehensive income (13,304) (10,862)
Total shareowners' equity 577,032 615,809
Total liabilities and shareowners'
equity $ 2,588,294 $ 2,514,154
See notes to condensed consolidated financial statements.
5
MAYTAG CORPORATION
Condensed Statements of Consolidated Cash Flows
(Unaudited)
Three Months Ended
March 31
In thousands 1998 1997
Operating activities
Net income $ 72,267 $ 38,500
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 3,424 1,224
Depreciation and amortization 38,104 33,206
Deferred income taxes (4,362) (4,635)
Changes in working capital items:
Accounts receivable (82,437) (56,624)
Inventories (22,931) (2,696)
Other current assets 1,419 4,890
Other current liabilities 56,331 17,128
Restructuring reserves (747) (3,718)
Pension assets and liabilities 5,199 4,284
Postretirement benefits 2,159 2,720
Other--net 18,288 11,277
Net cash provided by operating activities 86,714 45,556
Investing activities
Capital expenditures (27,361) (43,962)
Total investing activities (27,361) (43,962)
Financing activities
Proceeds from issuance of notes payable 55,801 24,942
Repayment of notes payable (1,617) (993)
Proceeds from issuance of long-term debt 1,103
Repayment of long-term debt (131) (7,192)
Stock repurchases (46,844) (10,528)
Forward stock purchase contract amendment (63,782)
Stock options exercised and other Common stock
transactions 15,986 4,983
Dividends (17,558) (15,681)
Investment by joint venture partner 6,900 8,625
Total financing activities (51,245) 5,259
Effect of exchange rates on cash (360) (115)
Increase in cash and cash equivalents 7,748 6,738
Cash and cash equivalents at beginning of year 27,991 27,543
Cash and cash equivalents at end of period $ 35,739 $ 34,281
See notes to condensed consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Condensed Consolidated Financial Statements
March 31, 1998
(Unaudited)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 1998 are not necessarily indicative of the
results that are expected for the year ending December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
included in the Maytag Corporation annual report on Form 10-K for the year ended
December 31, 1997.
NOTE B--INVENTORIES
Inventories consist of the following (in thousands):
March 31 December 31
1998 1997
Raw materials $ 62,219 $ 61,740
Work in process 56,439 53,069
Finished products 247,968 229,450
Supplies 6,514 5,950
$ 373,140 $ 350,209
NOTE C--CONTINGENCIES
On July 7, 1997, a major customer of the Company, Montgomery Ward Holding Co.
("Montgomery Ward"), filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. At the time of the filing, after adjustments which should be
available in bankruptcy, the Company had accounts receivable due from Montgomery
Ward of approximately $39 million. While the Company is currently unable to
project the ultimate recovery on the accounts receivable, the Company has
reserves of approximately $22 million for the estimated potential loss on the
accounts receivable.
Other contingent liabilities arising in the normal course of business,
including guarantees, repurchase agreements, pending litigation, environmental
remediation and other claims, taxes and other claims are not considered to be
significant in relation to the Company's consolidated financial position.
7
NOTE D--INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
Principal financial data by industry segment and different geographic locations
is as follows (in thousands):
Quarter Ended March 31
Net sales 1998 1997
Home appliances
North America $ 881,986 $ 701,160
Asia 50,421 35,453
Commercial appliances 107,979 55,856
Consolidated $ 1,040,386 $ 792,469
Operating income 1998 1997
Home appliances
North America $ 127,750 $ 73,507
Asia 4,238 3,524
Commercial appliances 11,884 6,561
General corporate (8,792) (7,092)
Consolidated $ 135,080 $ 76,500
NOTE E--COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted FASB Statement 130, "Reporting
Comprehensive Income," ("SFAS 130"). SFAS 130 establishes new rules for
reporting and display of comprehensive income and its components; however, the
adoption of this Statement had no impact on the Company s net income or
shareowners equity. SFAS 130 requires unrealized gains or losses on the
Company s available-for-sale securities and foreign currency translation
adjustments to be included in other comprehensive income, which prior to
adoption were reported separately in shareowners equity. Prior year financial
statements have been reclassified to conform to the requirements of SFAS 130.
Total comprehensive income and its components, net of related tax, for the first
quarter of 1998 and 1997 are as follows (in thousands):
1998 1997
Net income $ 72,267 $ 38,500
Unrealized losses on securities (1,963)
Foreign currency translation adjustments (479) (165)
Comprehensive income $ 69,825 $ 38,335
The components of accumulated other comprehensive income, net of related tax, at
March 31, 1998 and December 31, 1997 are as follows:
1998 1997
Unrealized loss on securities $ (5,568) $ (3,605)
Foreign currency translation adjustments (7,736) (7,257)
Accumulated other comprehensive income $ (13,304) $ (10,862)
8
NOTE F--EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
March 31
In thousands except per share data 1998 1997
Numerator for basic and diluted
earnings per share - net income $ 72,267$ 38,500
Denominator for basic earnings per
share - weighted average shares 94,346 97,616
Effect of dilutive securities:
Stock option plans 1,647 598
Restricted stock awards 162 185
Denominator for diluted earnings
per share - adjusted weighted
average shares 96,155 98,399
Basic earnings per share $ 0.77 $ 0.39
Diluted earnings per share $ 0.75 $ 0.39
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of 1998 with 1997
Net Sales: Maytag Corporation's consolidated net sales were a record $1.04
billion in the first quarter of 1998, an increase of 31 percent compared to the
same period in 1997. Net sales in the first quarter of 1998 included sales of
G. S. Blodgett Corporation ("Blodgett"), a manufacturer of commercial cooking
equipment, which was acquired by the Company on October 1, 1997. Excluding
Blodgett, net sales for the first quarter of 1998 increased 27 percent from the
same period in the prior year.
North American home appliances net sales, which includes major appliances
and floor care products, increased 26 percent in the first quarter of 1998
compared to 1997. Net sales were up from the prior year due to the introduction
of new products including new lines of Maytag Neptune laundry products, top-
mount refrigerators, Hoover upright vacuum cleaners and Hoover upright deep
carpet cleaners. In addition, net sales were up from the prior year due to the
volume associated with the initial shipments to Sears, Roebuck and Co. in
connection with the Company's agreement to begin selling the full line of Maytag
brand major appliances through most Sears stores in the U.S. beginning in
February 1998. The Company's net sales also benefitted from the significant
volume growth in industry shipments of major appliances in the first quarter of
1998 compared to the prior year period.
Net sales reported by Rongshida-Maytag, the Company's home appliances joint
venture in China, were up 42 percent in the first quarter of 1998 from the first
quarter of 1997. The sales increase was primarily attributable to higher unit
volume achieved by price reductions implemented on selected models in response
to competitive conditions in China.
Net sales of commercial appliances were up 93 percent from the first
quarter of 1997. Excluding Blodgett, net sales increased 38 percent from 1997,
driven by a significant increase in the sales volume of Dixie-Narco extended
depth venders introduced in 1997.
Gross Profit: Maytag Corporation's consolidated gross profit as a percent of
sales increased to 29.2 percent of sales in the first quarter of 1998 from 26.4
percent of sales in the first quarter of 1997.
North American home appliances gross margins increased due to the increase
in sales volume, favorable brand and product sales mix compared to the prior
year, and the absence of production start-up costs associated with the Company's
line of top-mount refrigerators which were incurred in 1997.
Rongshida-Maytag gross margins decreased in the first quarter of 1998
compared to 1997 due to price reductions on selected models and an increase in
research and development costs. During the second half of 1998, the Company
expects Rongshida-Maytag to begin production of a new line of refrigerators for
home use. The Company expects refrigerator production start-up costs to impact
adversely the results of Rongshida-Maytag in 1998.
Commercial appliances gross margins increased in the first quarter of 1998
compared to 1997 due to the operating leverage obtained from the
increase in production volume as a result of the increase in net sales,
partially offset by inefficiencies from the reorganization of manufacturing
operations at Blodgett.
The Company expects raw material prices in 1998 to be approximately the
same as 1997 levels.
10
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 16.2 percent of sales in the first quarter of 1998
compared to 16.8 percent of sales in the first quarter of 1997. The decrease
was driven by the operating leverage obtained on fixed expenses with the
increase in net sales in the first quarter of 1998. Selling, general and
administrative expenses increased primarily due to an increase in advertising
and promotion costs related to the increase in net sales.
Operating Income: Maytag Corporation's consolidated operating income for the
first quarter of 1998 increased 77 percent to a record $135 million or 13
percent of sales compared to 9.7 percent of sales in the first quarter of 1997.
North American home appliances operating income increased 74 percent in the
first quarter of 1998 compared to 1997. Operating margin for the first quarter
of 1998 was 14.5 percent of sales compared to 10.5 percent of sales in 1997.
The increase in operating margin was primarily due to the increase in gross
profit margins discussed above.
Rongshida-Maytag operating income was 20 percent higher in the first
quarter of 1998 compared to 1997. However, operating margin was 8.4 percent of
sales in the first quarter of 1998 compared to 9.9 percent of sales in the first
quarter of 1997. The decrease in operating margin was primarily due to the
decrease in gross profit margins discussed above.
Commercial appliances operating income increased 81 percent in the first
quarter of 1998 compared to 1997 primarily as a result of the increase in net
sales. Operating margin for the first quarter of 1998 was 11 percent of sales
compared to 11.7 percent of sales in 1997. The decrease in operating margin was
primarily due to manufacturing inefficiencies at Blodgett.
Interest Expense: Interest expense increased 6 percent from the first quarter
of 1997 due to an increase in short-term borrowings and lower capitalized
interest.
Income Taxes: The effective tax rate for the first quarter of 1998 was 36.8
percent compared to 37.8 percent in the first quarter of 1997. The decrease in
the effective tax rate was primarily due to savings from the Company's state and
local tax initiatives.
Net Income: Maytag Corporation's net income for the first quarter of 1998 was a
record $72.3 million compared to net income of $38.5 million in 1997. This
increase was primarily due to the increase in operating income. Basic earnings
per share increased 97 percent to $0.77 per share in the first quarter of 1998
compared to $0.39 per share in the first quarter of 1997. On a diluted basis,
earnings per share increased 92 percent to $0.75 per share in the first quarter
of 1998 compared to $0.39 per share in 1997. The increase in basic and diluted
earnings per share was due to the increase in net income and the positive effect
of the Company's share repurchase program. (See discussion of the share
repurchase program in "Liquidity and Capital Resources" section of this
Management's Discussion and Analysis.)
Liquidity and Capital Resources
The Company's primary sources of liquidity are cash provided by operating
activities and borrowings. Detailed information on the Company's cash flows is
presented in the Statements of Condensed Consolidated Cash Flows.
11
Net Cash Provided by Operating Activities: Cash flow provided by operating
activities primarily consists of net income adjusted for certain non-cash items,
changes in working capital items, and changes in pension assets and liabilities
and postretirement benefits. Non-cash items include depreciation and
amortization and deferred income taxes. Working capital items consists
primarily of accounts receivable, inventories, other current assets and other
current liabilities.
Net cash provided by operating activities in 1998 increased from 1997 as a
result of an increase in net income partially offset by an increase in cash used
for an increase in working capital.
A portion of the Company's accounts receivable is concentrated among major
national retailers, including Montgomery Ward. (See discussion of Montgomery
Ward and the allowance for doubtful accounts in "NOTE C--CONTINGENCIES" section
of the Notes to Condensed Consolidated Financial Statements.) A significant
loss of business with any of these national retailers could have an adverse
impact on the Company's ongoing operations. The Company believes that if such a
loss of business with any of these national retailers were to occur, the impact
would be mitigated by increased sales to other customers.
Total Investing Activities: The Company continually invests in its businesses
for new product designs, cost reduction programs, replacement of equipment,
capacity expansion and government mandated product requirements.
The Company's capital expenditures in the first quarter of 1998 were $27
million compared to $44 million in the first quarter of 1997. The lower capital
spending was due to the completion of several major capital projects in 1997.
For 1998, the Company plans to invest approximately $190 million in capital
expenditures, including those for Rongshida-Maytag.
Total Financing Activities: Dividend payments on the Company's common stock in
the first quarter of 1998 were $15 million, or $.16 per share, compared to $16
million, or $.16 per share in 1997.
In 1997, the Company's board of directors authorized the repurchase of up
to 15 million additional shares beyond the previous share repurchase
authorizations of 5 million shares and 10.8 million shares. Under these
authorizations, the Company has repurchased 16.8 million shares at a cost of
$404 million. During the first quarter of 1998, the Company repurchased 1
million shares at a cost of $46.8 million. The Company plans to continue the
repurchase of shares over a non-specified period of time.
During the first quarter of 1998, the Company amended the forward stock
purchase agreement associated with the repurchase of four million shares by the
Company during 1997. The future contingent purchase price adjustment included
in the forward stock purchase agreement was amended to provide for settlement
based on the difference in the market price of the Company's common stock at the
time of settlement compared to the market price of the Company's common stock as
of March 24, 1998 rather than as of August 20, 1997. The net cost of the
amendment was $64 million. The forward stock purchase contract allows the
Company to determine the method of settlement. The Company's objective in this
transaction is to reduce the average price of repurchased shares.
In connection with the share repurchase program, the Company sells options
which give the purchaser the right to sell shares of the Company's common stock
to the Company at specified prices upon exercise of the options. The put option
contracts allow the Company to determine the method of settlement. The
Company's objective in selling put options is to reduce the average price of
repurchased shares. In the first quarter of 1998, the Company received $7
million in premium proceeds from the sale of put options. As of March 31, 1998,
there were 3.9 million put options outstanding with strike prices ranging from
$28.75 to $47 (the weighted-average strike price was $40.39).
12
Any funding requirements for future investing and financing activities in
excess of cash on hand and generated from operations will be supplemented by
borrowings. The Company's commercial paper program is supported by a credit
agreement with a consortium of banks which provides revolving credit facilities
totaling $400 million. This agreement expires June 29, 2001 and includes
covenants for interest coverage and leverage which the Company was in compliance
with at March 31, 1998. The Company also maintains the ability to issue an
aggregate of $125 million in medium-term note securities under an effective
shelf registration statement filed with the Securities and Exchange Commission.
In February 1998, the Company's Board of Directors approved a new
Shareholder Rights Plan effective May 2, 1998 which has the same principal
features as the Shareholder Rights Plan approved in 1988 except the purchase
price of each one one-hundredth of a share of preferred stock of the Company is
$165. The new Rights were issued on May 2, 1998 and expire May 2, 2008.
Market Risks
The Company is subject to market risk, including changes in interest rates and
foreign currency exchange rates. The Company manages market risks through the
use of a variety of financial and derivative financial instruments. The
Company's objective in managing these risks is to reduce fluctuations in
earnings and cash flows associated with changes in interest rates and foreign
currency rates.
The Company manages its exposure to interest rate risk through the
proportion of fixed rate and variable rate debt in its total debt portfolio.
The Company uses foreign currency forward and option contracts to hedge the U.S.
dollar value resulting from anticipated foreign currency transactions.
There have been no material changes in the reported market risks of the
Company since December 31, 1997. See further discussion of these market risks
and related financial instruments in the Maytag Corporation annual report on
Form 10-K for the year ended December 31, 1997.
Year 2000
The Company uses computer information systems in conducting business, some of
which do not properly address the year 2000. As a result of using two digits
rather than four to define the applicable year, some programs that work with
dates may incorrectly identify a date using "00" as the year 1900 rather than
the year 2000. The computer systems used by the Company include both internally
developed applications as well as software purchased from third parties. The
Company made an assessment of the computer systems in use to determine the
requirements to convert or replace such systems which do not properly address
the year 2000.
In the case of third party software, the Company incurs annual maintenance
costs which enable it to obtain new software from the software vendors which
correct the problem. The Company is currently in the process of implementing
year 2000 compliant third party software. In the case of internally developed
software, the Company is replacing and converting systems which do not properly
address the year 2000. The Company believes this effort will be completed in
sufficient time to replace existing systems. All costs associated with this
internal conversion effort are being expensed as incurred and are not material
to the performance of the Company.
In addition, the Company s operations may be adversely impacted by its
customers' or suppliers' year 2000 problems. The Company has undertaken an
initiative to assess the efforts of organizations where there is a significant
business relationship; however there is no assurance that the Company will not
be affected by year 2000 problems of other organizations.
13
Contingencies
The Company has contingent liabilities arising in the normal course of business
or from operations which have been discontinued or divested. (See discussion of
these contingent liabilities in "NOTE C--CONTINGENCIES" section of the Notes to
Condensed Consolidated Financial Statements.)
Forward-Looking Statements
This Management's Discussion and Analysis contains statements which are not
historical facts and are considered "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by their use of terms such as "expects," "intends,"
"plans" or "should." These forward-looking statements involve a number of risks
and uncertainties that may cause actual results to differ materially from
expected results. These risks and uncertainties include, but are not limited
to, the following: business conditions and growth of industries in which the
Company competes, including changes in economic conditions in the geographic
areas where the Company's operations exist or products are sold; timing and
start-up of newly designed products; shortages of manufacturing capacity;
competitive factors, such as price competition and new product introductions;
the cost and availability of raw materials and purchased components; progress on
capital projects; the impact of business acquisitions or dispositions; the costs
of complying with governmental regulations; level of share repurchases;
litigation and other risk factors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
See discussion of quantitative and qualitative disclosures about market risk in
"Market Risks" section of Management's Discussion and Analysis.
14
MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
March 31, 1998
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 (a) Financial Data Schedule - Quarter Ended March 31, 1998
27 (b) Restated Financial Data Schedule - Quarter Ended March 31, 1997
(b) Reports on Form 8-K
The Company filed a Form 8-K dated February 12, 1998 under Item 5, Other
Events, indicating it filed a Form 8-A and mailed letters to its
shareholders relating to the adoption of a shareholder rights plan.
The Company filed a Form 8-K dated March 23, 1998 under Item 5, Other
Events, indicating it expected first quarter 1998 sales to exceed first
quarter 1997 sales by as much as 25 percent and results for the first
quarter of 1998 to be much better than the earnings per share consensus
estimate of financial analysts published by First Call.
15
MAYTAG CORPORATION
Signatures
March 31, 1998
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.
MAYTAG CORPORATION
Date: May 13, 1998 s/s G. J. Pribanic
Gerald J. Pribanic
Executive Vice President and
Chief Financial Officer
s/s Steven H. Wood
Steven H. Wood
Vice President, Financial
Reporting and Audit and Chief
Accounting Officer
16