1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31,2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
For Quarter Ended December 31, 2001 Commission file number 0-25454
WASHINGTON FEDERAL, INC.
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(Exact name of registrant as specified in its charter)
Washington 91-1661606
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Pike Street Seattle, Washington 98101
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(Address of principal executive offices and Zip Code)
(206) 624-7930
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report.)
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.
(1) Yes [X]. No [ ].
(2) Yes [X]. No [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
TITLE OF CLASS: AT February 1, 2002
Common stock, $1.00 par value 57,666,252
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I
Item 1. Financial Statements
The Consolidated Financial Statements of Washington Federal, Inc. and
Subsidiaries filed as a part of the report are as follows:
Consolidated Statements of Financial Condition
as of December 31, 2001 and September 30, 2001 ............................ Page 3
Consolidated Statements of Operations for the three
months ended December 31, 2001 and 2000 ................................... Page 4
Consolidated Statements of Cash Flows for the
three months ended December 31, 2001 and 2000 ............................. Page 5
Notes to Consolidated Financial Statements ................................ Page 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................................... Page 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk ...................... Page 11
PART II
Item 1. Legal Proceedings ............................................................ Page 12
Item 2. Changes in Securities ........................................................ Page 12
Item 3. Defaults upon Senior Securities .............................................. Page 12
Item 4. Submission of Matters to a Vote of Stockholders .............................. Page 12
Item 5. Other Information ............................................................ Page 12
Item 6. Exhibits and Reports on Form 8-K ............................................. Page 12
Signatures ................................................................. Page 13
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
December 31, 2001 September 30, 2001
----------------- ------------------
(In thousands, except per share data)
ASSETS
Cash and Cash Equivalents.......................................... $ 202,564 $ 30,331
Available-for-sale securities, including mortgage-backed
securities of $828,817 ......................................... 994,652 1,079,896
Held-to-maturity securities, including mortgage-backed
securities of $206,648 ........................................ 227,102 248,032
Securitized assets subject to repurchase .......................... 1,058,532 1,180,336
Loans receivable, ................................................. 4,229,987 4,207,769
Interest receivable ............................................... 43,873 48,280
Association premises and equipment, net ........................... 54,391 54,242
Real estate held for sale ......................................... 17,493 16,778
FHLB stock ........................................................ 126,556 124,361
Costs in excess of net assets acquired, net ....................... 35,703 35,703
Other assets ...................................................... 816 1,015
----------- -----------
$ 6,991,669 $ 7,026,743
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
Savings and demand accounts ................................... $ 4,316,920 $ 4,251,113
Repurchase agreements with customers .......................... 70,715 65,579
----------- -----------
4,387,635 4,316,692
FHLB advances ..................................................... 1,550,000 1,637,500
Other borrowings .................................................. - 30,000
Advance payments by borrowers for taxes and insurance ............. 10,874 23,196
Federal and state income taxes .................................... 93,132 94,118
Accrued expenses and other liabilities ............................ 70,062 51,228
----------- -----------
6,111,703 6,152,734
Stockholders' Equity
Common stock, $1.00 par value, 100,000,000 shares authorized;
69,086,431 and 69,006,173 shares issued; and 57,651,819
and 57,861,561 shares outstanding ............................ 69,086 69,006
Paid-in capital ................................................... 894,870 893,633
Accumulated other comprehensive income, net of taxes .............. 41,000 51,000
Treasury stock, at cost; 11,434,612 and 11,144,612 shares ......... (195,665) (189,212)
Retained earnings ................................................. 70,675 49,582
----------- -----------
879,966 874,009
----------- -----------
$ 6,991,669 $ 7,026,743
=========== ===========
CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share .................................... $ 15.26 $ 15.11
Stockholders' equity to total assets .............................. 12.59% 12.44%
Loans serviced for others ......................................... $ 23,084 $ 26,068
Weighted average rates at period end
Loans and mortgage-backed securities ............................ 7.49% 7.61%
Investment securities* .......................................... 5.50 8.01
Combined loans, mortgage-backed securities
and investment securities ..................................... 7.37 7.62
Customer accounts ............................................... 3.78 4.31
Borrowings ...................................................... 5.24 5.09
Combined cost of customer accounts and borrowings ............... 4.16 4.53
Interest rate spread ............................................ 3.21 3.09
*Includes municipal bonds at tax-equivalent yields
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Quarter Ended December 31,
---------------------------
2001 2000
-------- --------
(Dollars in thousands, except per share data)
INTEREST INCOME
Loans and securitized assets subject to repurchase.......... $106,952 $105,502
Mortgage-backed securities ................................. 20,403 23,523
Investment securities ...................................... 4,557 4,396
-------- --------
131,912 133,421
INTEREST EXPENSE
Customer accounts .......................................... 44,488 48,905
FHLB advances and other borrowings ......................... 20,869 38,513
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65,357 87,418
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NET INTEREST INCOME ........................................ 65,555 46,003
Provision for loan losses .................................. 2,000 --
-------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ........ 64,555 46,003
OTHER INCOME
Gains on sale of securities ................................ 765 1,699
Other ...................................................... 2,217 1,331
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2,982 3,030
OTHER EXPENSE
Compensation and fringe benefits ........................... 8,588 6,179
Occupancy .................................................. 1,187 1,075
Other ...................................................... 3,130 3,785
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12,905 11,039
Gains on real estate owned, net ............................ 20 37
-------- --------
INCOME BEFORE INCOME TAXES ................................. 54,652 38,031
Income taxes ............................................... 19,267 13,478
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NET INCOME ................................................. $ 35,385 $ 24,553
======== ========
PER SHARE DATA
Basic earnings per share ................................... $ .61 $ .43
Diluted earnings per share ................................. .61 .42
Cash dividends ............................................. .24 .23
Weighted average number of shares outstanding,
including dilutive stock options ......................... 58,127,297 57,868,946
Return on average assets ................................... 2.04% 1.45%
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended December 31,
--------------------------------
2001 2000
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(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income ............................................................. $ 35,385 $ 24,553
Adjustments to reconcile net income to net cash provided by
operating activities:
Amortization of fees, discounts and premiums, net .................... (949) (4,115)
Amortization of costs in excess of net assets acquired ............... - 1,426
Depreciation ......................................................... 838 645
Gains on investment securities and real estate held for sale ......... (556) (1,736)
Decrease in accrued interest receivable .............................. 4,407 722
Increase in income taxes payable ..................................... 5,014 9,471
FHLB stock dividends ................................................. (2,195) (1,900)
Decrease in other assets ............................................. 199 2,671
Increase in accrued expenses and other liabilities ................... 18,834 1,610
--------- ---------
Net cash provided by operating activities .............................. 60,977 33,347
CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
Loans on existing property ........................................... (204,345) (246,152)
Construction loans ................................................... (68,302) (91,966)
Land loans ........................................................... (24,003) (33,307)
Loans refinanced ..................................................... (36,291) (13,285)
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(332,941) (384,710)
Savings account loans originated ....................................... (2,067) (842)
Loan principal repayments .............................................. 476,666 262,320
Decrease in undisbursed loans in process ............................... (43,469) (29,920)
Loans purchased ........................................................ (4,406) (278)
Purchase of available-for-sale securities .............................. (27,633) (27,698)
Principal payments and maturities of available-for-sale securities ..... 88,269 30,184
Sales of available-for-sale securities ................................. 10,000 27,698
Principal payments and maturities of held-to-maturity securities ....... 21,031 7,670
Proceeds from sales of real estate held for sale ....................... 5,100 3,932
Premises and equipment purchased, net .................................. (987) (1,916)
--------- ---------
Net cash provided (used) by investing activities ....................... (189,563) (113,560)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts ...................................... 70,943 17,049
Decrease (increase) in borrowings ...................................... (117,500) 97,239
Proceeds from exercise of common stock options ......................... 819 2,103
Proceeds from employee stock ownership plan ............................ - -
Treasury stock purchased ............................................... (6,453) -
Dividends .............................................................. (13,794) (12,971)
Decrease in advance payments by borrowers for taxes and insurance ...... (12,322) (16,462)
--------- ---------
Net cash provided (used) by financing activities ....................... (78,307) 86,958
INCREASE IN CASH ....................................................... 172,233 6,745
CASH AT BEGINNING OF PERIOD ............................................ 30,331 28,286
--------- ---------
CASH AT END OF PERIOD .................................................. $ 202,564 $ 35,031
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
NON-CASH INVESTING ACTIVITIES
Real estate acquired through foreclosure ............................. $ 5,794 $ 2,507
CASH PAID DURING THE PERIOD FOR
Interest ............................................................. 70,886 90,670
Income taxes ......................................................... 15,000 -
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED DECEMBER 31, 2001
(Unaudited)
NOTE A - Basis of Presentation
The consolidated interim financial statements included in this report
have been prepared by Washington Federal, Inc. ("Company") without
audit. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America ("GAAP") requires management to make estimates and assumptions
that affect amounts reported in the financial statements. Actual results
could differ from these estimates. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation are reflected in the interim financial
statements. The September 30, 2001 Consolidated Statement of Financial
Condition was derived from audited financial statements.
The information included in this Form 10-Q should be read in conjunction
with Washington Federal, Inc.'s 2001 Annual Report on Form 10-K to the
Securities and Exchange Commission. Interim results are not necessarily
indicative of results for a full year.
NOTE B - Dividends
Dividends per share increased to 24 cents for the quarter ended
December 31, 2001 compared with 23 cents for the same period one
year ago. On January 18, 2002, the Company paid its 76th consecutive
quarterly cash dividend.
On January 23, 2002, the Board of Directors of the Company declared
an eleven-for-ten stock split in the form of a 10% stock dividend to
stockholders of record on February 8, 2002, which will be distributed on
February 22, 2002. Shares outstanding and per share amounts included
herein have not been adjusted, as the press release of for the quarter
ended December 31, 2001 was previously released to the public.
NOTE C - Comprehensive Income
The Company's comprehensive income includes all items that comprise net
income plus the unrealized holding gains (losses) on available-for-sale
securities and forward commitments to purchase mortgage-backed securities.
Total comprehensive income for the quarters ended December 31, 2001, and
December 31, 2000, totaled $25,806,000 and $46,553,000, respectively.
The difference between the Company's net income and total comprehensive
income equals the change in the net unrealized gain or loss on securities
available-for-sale and forward commitments to purchase mortgage-backed
securities during the applicable periods combined with a reclassification
adjustment for available-for-sale securities sold.
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Note D - Allowance for Loan Losses
The following table summarizes the activity in the allowance for loan
losses (including the allowance allocated to the REMIC) for the three
months ended December 31, 2001 and 2000:
Three Months Ended December,
2001 2000
(in thousands)
Balance at beginning of period $ 19,683 $ 20,831
Provision for loan losses 2,000 -
Charge-offs (1,219) (707)
Recoveries 288 188
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Balance at end of period $ 20,752 $ 20,312
Note E - New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations", and No.142, "Goodwill and Other Intangible Assets".
SFAS No. 141 requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase method.
SFAS No. 142 eliminates the amortization of goodwill relating to past
and future acquisitions and instead subjects goodwill to an impairment
assessment at least annually. The Company early adopted the provisions
of SFAS No. 142 to existing goodwill and other intangible assets for
fiscal years beginning October 1, 2001. The adoption of SFAS No. 142
will cease further amortization of goodwill and will have a pretax
impact on income of approximately $5.6 million on an annual basis.
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Washington Federal, Inc. ("Company") is a savings and loan holding
company. The Company's primary operating subsidiary is Washington
Federal Savings ("Association").
INTEREST RATE RISK
The Company assumes a high level of interest rate risk as a result of
its policy to originate fixed-rate single family home loans, which are
longer term in nature than the short-term characteristics of its
liabilities of customer accounts and borrowed money. At December 31,
2001, the Company had a negative one-year maturity gap of approximately
36% of total assets.
The interest rate spread increased to 3.21% at December 31, 2001 from
3.09% at September 30, 2001. The increase was due to a continued easing
of short-term interest rates by the Federal Reserve. During this phase
of the interest rate cycle, the Company reduced earning assets,
strengthened its capital position, and de-leveraged its balance sheet
by reducing borrowed money. Earning assets decreased by $25 million
or .4% from September 30, 2001 to December 31, 2001. FHLB advances
and other borrowed money decreased to an equivalent of 22.2% of total
assets at December 31, 2001 compared to 23.7% of total assets at
September 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net worth at December 31, 2001 was $879,966,000 or 12.59% of
total assets. This was an increase of $5,957,000 from September 30, 2001
when net worth was $874,009,000 or 12.44% of total assets. The increase in
the Company's net worth included $35,385,000 from net income. Net worth was
reduced by $13,794,000 in cash dividends paid and $10,000,000
in accumulated other comprehensive income. During the quarter ended
December 31, 2001, the Company repurchased 290,000 shares at an average price
of $22.25. As of December 31, 2001, 2.9 million shares remained authorized
by the Board of Directors as available for repurchase.
The Company's percentage of net worth to total assets is among the highest
in the nation and is nearly three times the minimum required under Office of
Thrift Supervision ("OTS") regulations. Management believes this strong net
worth position will help protect earnings against interest rate risk and
enable it to compete more effectively for controlled growth through
acquisitions, de novo expansion and increased customer deposits.
The Company's cash and cash equivalents increased to $202,564,000, a
$172,233,000 increase from September 30, 2001. This increase was due primarily
to a net reduction in the combined loan and securitized assets subject to
repurchase balances of approximately $100 million and net deposit growth of
$71 million. The Company invested $162,000,000 of this excess liquidity in
short-term time deposits with the Federal Home Loan Bank.
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities: Available-for-sale
securities decreased $85,224,000 or 7.9% during the quarter due to
unusually high prepayments, resulting from record low interest rates
on mortgage-backed securities and the sale of $10,000,000 of
available-for-sale securities, which resulted in a gain of $650,000.
The Company purchased $27,632,000 of mortgage-backed securities during
the quarter ended December 31, 2001, all of which were categorized as
available-for-sale. There were no purchases of held-to-maturity
securities during the three months ended December 31, 2001. As of
December 31, 2001, the Company had unrealized gains on available-for-sale
securities of $41,000,000, net of tax, which were recorded as part of
stockholders' equity.
Loans receivable and securitized assets subject to repurchase: During
the three months ended December 31, 2001, the combined total of loans
receivable and securitized assets subject to repurchase decreased 1.8%
to $5,288,519,000 at December 31, 2001 from $5,388,105,000 at
September 30, 2001. The decrease resulted from Management's
unwillingness to aggressively compete during this period of
increased refinancing activity caused by record low home
mortgage rates.
Non-performing assets: Non-performing assets increased 9.8% during
the quarter ended December 31, 2001 to $37,054,000 from $33,758,000
at September 30, 2001. The increase is attributable primarily to
the continuing softening of the economy.
Costs in excess of net assets acquired: The Company periodically
monitors costs in excess of net assets acquired for potential
impairment; there was no impairment at December 31, 2001.
The Company will continue to evaluate these assets and, if
appropriate, provide for any diminution in value.
Customer accounts: Customer accounts increased $70,943,000, or
1.64%, to $4,387,635,000 at December 31, 2001 compared with
$4,316,692,000 at September 30, 2001. This increase
was due to attractive pricing and continued uncertainty
in the equity markets.
FHLB advances and other borrowings: Total borrowings decreased
7.0% during the quarter to $1,550,000,000 at December 31, 2001.
See Interest Rate Risk above.
RESULTS OF OPERATIONS
Net interest income increased $18,552,000 (40%) to $66,555,000 for
the December 2001 quarterfrom $46,003,000 one year ago. This increase
was due, in large part, to the increase in the net interest spread
to 3.21% at December 31, 2001, compared to 3.09% at September 30,
2001, and 2.00% at December 31, 2000.
Interest income on loans and securitized assets subject to repurchase
increased $1,450,000 (1%) to $106,952,000 for the quarter ended December
31, 2001 from $105,502,000 one year ago. The increase is primarily due
to average balance of of loans increasing from $5,025,665,000 during
the first fiscal quarter of 2000 to $5,378,074,000 during the most
recent quarter. However, the average interest rates on loans decreased
to 7.95% at December 31, 2001, from 8.40% one year ago.
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Interest income on mortgage-backed securities decreased by $3,120,000 (13%) to
$20,403,000 for the quarter ended December 31, 2001 versus $23,523,000 in the
same period one year ago. Average mortgage-backed securities for the first
quarter of fiscal 2002 totaled $1,087,973,000 with a yield of 7.50% compared
to $1,309,949,000 at 7.18% in the corresponding quarter in fiscal 2001. The
increase in yield is due to the purchase of $28,000,000 of high yield
mortgage-backed securities during the most recent quarter and the increased
yield realized from the accelerated prepayment of securities with discounts.
The Company purchases mortgage-backed securities to supplement single-family
loan origination when additional growth is desired.
Interest on investments increased $161,000 (4%) in the quarter versus
the year ago quarter. The weighted average yield decreased to 6.21%
at December 31, 2001compared with 6.83% at December 31, 2000, however,
the combined investment securities and FHLB stock portfolio increased
to an average balance of $293,366,000 from $257,366,000 respectively.
Interest expense on customer accounts decreased $4,417,000 (9%) for
the quarter ended December 31, 2001 from $48,905,000 for the same
period one year ago. Average customer accounts increased 26% to
$4,354,792,000 for the December 31, 2001 quarter, compared to
$3,467,427,000 for the same quarter last year. Average interest rates
decreased from 5.60% in the December 31, 2000 quarter to 4.05% for
the most recent quarter. The decrease in average interest rates
is due to the federal funds target rate dropping 475 basis points
during the past year resulting in a substantial decrease in the
Company's funding costs.
Interest on FHLB advances and other borrowings decreased $17,644,000
(46%) to $20,869,000 for the December 2001, compared to $38,513,000
for the corresponding quarter one year ago. The substantial decrease
resulted partially due to a reduction in average borrowings from
$2,403,528,000 for the quarter ended December 31, 2000 to
$1,576,622,000 for the same period this year. Additionally,the
average rate paid during the first fiscal quarter of 2001 decreased
to 5.25% from 6.32% one year ago as the Federal Reserve reduced
the target rate for Federal Funds at a record pace down to 1.75%
at December 31, 2001.
The Company provided $2,000,000 for loan losses during the quarter, compared
to none for the same quarter last year. This increase was due to the
continued decline in economic conditions in the markets the Company serves
and an increase in net charge offs from $519,000 in the quarter ended
December 31, 2000 to $931,000 for the current quarter. Non-performing
assets amounted to $37,054,000 or .53% of total assets at December 31, 2001
compared to $33,758,000 or .46% of total assets for the same quarter last year.
Total other income declined slightly for the December 2001 quarter, compared
to the same period last year. The decrease in gains on the sales of securities
of $934,000 were offset by an increase in other income primarily resulting from
a one-time gain of $515,000 on the disposition of a branch and increases in
fee income.
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Other expense increased $1,866,000 or 17% from the year ago period due
primarily to increases in compensation expense resulting from increased
staffing and earnings based bonus accruals. The total number of staff,
including part-time employees on a full-time equivalent basis, increased to
723 at December 31, 2001 from 700 at December 31, 2000. The Company's
general and administrative expenses, excluding goodwill amortization,
equaled .75% and .65% of average total assets at December 31, 2001 and 2000,
respectively.
Income taxes increased $5,789,000 (43%) in the December 2001 quarter, which
corresponds to the increase in pre-tax income. The effective tax rate was
35.25% for the December 2001 quarter and 35.4% for the December 2000 quarter.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have not been any material changes in quantitative or qualitative
information about market risk since September 30, 2001.
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company or its subsidiaries are engaged in legal
proceedings in the ordinary course of business, none of which are considered to
have a material impact on the Company's financial position or results of
operations.
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
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WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
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.
/s/ Ronald L. Saper
February 11, 2002 --------------------------------------
RONALD L. SAPER
Executive Vice-President and Chief
Financial Officer (principal financial
officer)
/s/ Brent J. Beardall
February 11, 2002 --------------------------------------
BRENT J. BEARDALL
Controller (principal
accounting officer)
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