EXHIBIT 13 COMPANY PROFILE Wolohan Lumber Co., a full-line retailer of lumber, building materials and related products used primarily for new-home construction and home-improvement and maintenance projects, provides service to both the consumer/do-it-yourself (DIY) customers and contractor (builders and remodelers) customers. Headquartered in Saginaw, Mich., the Company was founded in 1964 with three stores and has grown to 61 stores located in the Midwest. Each store provides the customer with a strong offering of quality materials (10,000 to 15,000 items) and competitive prices, with expert and personal service. The retail sales area for most stores ranges from 20,000 to 45,000 square feet with total under-roof storage area averaging about 59,000 square feet on about eight acres. Store locations provide convenient shopping and most are open seven days a week. The Company provides various profit-sharing programs for its eligible employees. OUR PURPOSE Our purpose is to make the customer Number One, in our plans and in our actions. Our challenge is to provide the best value in products, service, quality and price that addresses our customers' needs. By making our customers Number One, they in turn will make Wolohan Lumber Co. Number One. TABLE OF CONTENTS 1 Corporate News and Financial Highlights 2 Shareowners' Address 4 Common Stock Data Quarterly Summaries 5 Sales Mix 6 5-Year Performance 7 Management's Discussion and Analysis 10 Reports of Management and Auditors 11 Balance Sheets 12 Statements of Income Statements of Shareowners' Equity 13 Statements of Cash Flows 14 Notes to Financial Statements 19 Corporate Information 20 Customer Service Guarantees CORPORATE NEWS HIGHLIGHTS o The Company ended 1995 with a strong balance sheet highlighted by a sound liquidity position and a low debt ratio. o Four underperforming stores were closed in 1995 and their assets redeployed. o Capital expenditures of $ 11.2 million included the addition of five new stores, and the relocation of one store. o The Company expanded programs related to the training and development of its associates. o Scanning equipment was installed in 32 more stores, completing this technology upgrade for all stores. o A major upgrade to the Company's computer and communication systems was initiated in 1995, with installation scheduled to be completed in late 1996. o The Company continued its transformation to put maximum emphasis and resources on sales and marketing efforts to its target customers. o The infrastructure to support project-related selling was further strengthened in 1995. o The Company was profitable in a very challenging year and maintained its current dividend of 28 cents per share. FINANCIAL HIGHLIGHTS (In thousands, except per-share amounts, ratios and percentages) 1995 1994 vs vs 1995 1994 1993 1994 1993 ---- ---- ---- ---- ---- For the Years Ended December 31 Net sales $418,058 $448,840 $380,693 (7%) 18% Gross profits 99,989 108,029 90,820 (7%) 19% Income before income taxes 6,498 18,268 12,558 (64%) 45% Net income 3,735 11,062 8,484(1) (66%) 30% Per share: Net income .53 1.55 1.19(1) (66%) 30% Dividends .28 .28 .28 -- -- Financial Position at Year End Working capital $ 60,631 $ 64,767 $ 64,131 (6%) 1% Total assets 162,440 171,047 166,467 (5%) 3% Long-term debt 26,674 30,035 33,503 (11%) (10%) Total liabilities 58,084 66,836 71,379 (13%) (6%) Shareowners' equity 104,356 104,211 95,088 -- 10% Book value per share 14.93 14.58 13.31 2% 10% Key Ratios and Percentages Current ratio 2.9:1 2.8:1 2.7:1 4% 4% Liquidity ratio .44:1 .61:1 .60:1 (28%) 2% Gross profit margin 23.9% 24.1% 23.9% (1%) 1% Pre-tax profit margin 1.6% 4.1% 3.3% (61%) 24% Return on sales 0.9% 2.5% 2.2% (64%) 14% Return on average assets 2.2% 6.4% 4.9% (66%) 31% Return on beginning shareowners' equity 3.6% 11.6% 9.6% (69%) 21% <FN> (1) Includes the cumulative effect of a change in the method of accounting for income taxes of $516,000, or 7 cents per share. [ PHOTO ] James L. Wolohan, Chairman of the Board, President and Chief Executive Officer SHAREOWNERS' ADDRESS As expected, 1995 was challenging and somewhat disappointing for our industry and for Wolohan Lumber. The challenges included: o 12 percent fewer housing starts in the Midwest as compared with 1994. o Sharply lower lumber prices (1995 lumber prices on average were 20-percent lower than 1994). o Intense and growing competition from large chains and smaller regional chains. o A sluggish economy which resulted in very poor consumer sales for the home-improvement sector of retailing. Within this environment, Wolohan Lumber was profitable in a year when many retailers in our industry incurred a loss and some went out of business. For 1995, Wolohan Lumber also made significant progress in a number of areas: o Capital improvements totaled $11.2 million and included the addition of five new stores and the relocation of one store. o Four underperforming stores were closed. o Scanning equipment was installed in 32 more stores, completing this technology upgrade. o We researched and committed to a new computer system that is much more marketing and sales oriented than our current system. Complete installation of this system is expected in late 1996. o Our strong associate-training and communication program placing primary emphasis on sales, marketing and value-added services, was continued and enhanced. Sales in 1995 were $418,058,000, 7 percent below 1994. Consumer sales were off 8 percent and contractor sales declined 6 percent. On a comparable-store basis, 1995 sales declined 12 percent. Including expenses associated with four store closings, our 1995 net income was a disappointing $3,735,000, or 53 cents per share, a 66-percent decline from 1994 income of $11,062,000, or $1.55 per share. Excluding the costs of store closings, our net income was $5,642,000, or 80 cents per share. Despite the challenges of 1995, our balance sheet remains strong. Cash and equivalents totaled $13.9 million at year-end. Our modest debt level was reduced by $1 million from prior year-end. During 1995, 168,000 shares of common stock were purchased and retired at an average per-share price of $10.15. Year-end shareowners' equity of $104.4 million was 80 percent of invested capital. Because of our strong balance sheet, Wolohan Lumber was able to continue its efforts to reposition store assets, despite significant related costs. New stores were opened in Sault Ste. Marie and Prudenville, Mich. Three stores were acquired in the Michigan markets of Grawn, Empire and Marne. Pre-opening and acquisition costs related to these five stores were approximately $1.1 million. Part of our retailing discipline of managing corporate resources is also to liquidate and redeploy assets which do not have a reasonable prospect of earning an acceptable return. In 1995, we closed stores in New Philadelphia, Ohio; Richmond, Ind.; and Holland and Niles, Mich. Expenses and write-offs associated with the closing of these stores totaled $3.3 million. Executive management was significantly strengthened during 1995. David G. Honaman, previously vice-president-marketing and merchandising with 18 years of Company experience, was elected vice-president-administration and chief financial officer. Mark Hershberger, previously director of marketing with 23 years of Company experience, was appointed director of purchasing. Curtis J. LeMaster, with more than 25 years of industry experience, joined our Company as director of marketing. Each of these talented executives brings new vigor and energy to their respective areas of responsibility. Looking to 1996, we see many challenges and opportunities. First-quarter sales and profits have been negatively impacted by unusually harsh weather. However, we expect stronger demand for our products and services as spring approaches. Over the last year, the level of competition in our retail industry has increased greatly in the Midwest. We expect the size, strength and focus of competition to intensify further in 1996, as numerous large retail chains continue their Midwest expansion. There are too many stores competing for the available business. As a direct consequence, we expect significant consolidation in the number of retailers over the next few years. The poor-to-average operators either have been, or will be, forced out of business. At the same time, we also expect continued long-term growth in the demand for home construction, repair and improvement products. At Wolohan Lumber, our challenge is to become more knowledgeable of the expectations of our core customer base of homebuilders, remodeling contractors and project-oriented consumers. We intend to build on current areas of expertise and marketing strength and de-emphasize or eliminate products and programs which do not give us a competitive advantage. In this manner, we believe we can increase market share in key niche sectors where we have strong and growing core competencies. We have increased our focus on basic product lines such as wood products, building materials, millwork, kitchens and bathrooms. We have taken numerous steps to reduce selling, general and administrative tasks. Bar-code (UPC) scanning of products has been installed in virtually all our stores. We are expanding the training and development of our associates to create an associate team we can be certain is capable and highly motivated to meet and exceed the expectations of our customers. We are working with our suppliers to jointly eliminate unnecessary expenses in order to reduce the net landed cost of products purchased for our stores. We will continue to price our products to remain competitive everyday. During the first quarter of 1996, we opened a new store in Shelbyville, Ind., bringing our current store count to 62. We continue to look for attractive acquisitions of existing businesses within our Midwest markets. Each year brings with it the challenge for creativity and innovation, especially as it relates to efficiently meeting the demands of the changing marketplace. We look forward to the challenges and opportunities 1996 will bring, knowing that with the extraordinary dedication of our Wolohan team of associates, the counsel of our Board of Directors, and the continued support of our shareowners, we will make great strides toward stronger growth in sales and profitability for our Company. /s/ James L. Wolohan James L. Wolohan, Chairman of the Board, President and Chief Executive Officer [ PHOTO ] William E. Stark, Vice President - Human Resources David G. Honaman, Vice President - Administration and Chief Financial Officer Thomas M. Ostrander, Vice President - Operations [ PHOTO ] Mark H. Hershberger, Director - Purchasing Curtis J. LeMaster, Director - Marketing COMMON STOCK DATA Cash Cash Market Range Dividends Market Range Dividends 1995 High Low Declared 1994 High Low Declared - ---- ---- --- -------- ---- ---- --- -------- First Qtr. $16.25 $14.25 $0.07 First Qtr. $18.00 $15.75 $0.07 Second Qtr. 15.50 11.25 0.07 Second Qtr. 17.50 13.75 0.07 Third Qtr. 12.75 11.00 0.07 Third Qtr. 17.50 13.75 0.07 Fourth Qtr. 11.50 8.75 0.07 Fourth Qtr. 18.50 14.50 0.07 Year 1995 $16.25 $8.75 $0.28 Year 1995 $18.50 $13.75 $0.28 The Company's common stock trades on the Nasdaq Stock Market under the symbol WLHN. The approximate number of record holders of the Company's common stock at December 31, 1995 was 960. QUARTERLY SUMMARIES (Dollars in thousands, except per-share data) 1995 1st 2nd 3rd 4th YEAR - ---- --- --- --- --- ---- Net sales $ 75,417 $ 123,089 $ 122,638 $ 96,914 $ 418,058 Cost of sales 57,318 93,820 93,831 73,100 318,069 Net income: Total (737) 2,853 1,561 58 3,735 Per share (0.10) 0.40 0.22 0.01 0.53 1994 1st 2nd 3rd 4th YEAR - ---- --- --- --- --- ---- Net sales $ 76,528 $ 133,685 $ 132,624 $ 106,003 $ 448,840 Cost of sales 59,219 101,427 100,341 79,824 340,811 Net income: Total (1,307) 4,705 4,909 2,755 11,062 Per share (0.18) 0.66 0.69 0.38 1.55 1993 1st 2nd 3rd 4th YEAR - ---- --- --- --- --- ---- Net sales $ 63,617 $ 103,601 $ 111,541 $ 101,934 $ 380,693 Cost of sales 46,762 75,922 85,807 81,382 289,873 Net income: Total 696(1) 4,355 3,144 289 8,484(1) Per share 0.10(1) 0.61 0.44 0.04 1.19(1) <FN> (1) Includes the cumulative effect of a change in the method of accounting for income taxes of $516,000, or 7 cents per share. SALES MIX BY CUSTOMER SEGMENT (DOLLARS IN THOUSANDS) 1995 MIX 1994 MIX ---- --- ---- --- Consumer/DIY $201,596 48% $218,376 49% Contractor Builder and Remodeler 216,462 52% 230,464 51% -------- --- -------- --- Total Sales $418,058 100% $448,840 100% ======== === ======== === Project-oriented sales, such as doors and windows, kitchens and baths, decks, garages and storage buildings, are becoming the focus of the Company for its consumer/DIY customers. Knowledgeable sales associates are utilizing up-to-date displays, computerized drawings and special financing programs to enhance and improve the market share for this segment of the Company's sales. The Company will focus on selling more product to its large base of homebuilders and remodelers while it continues to expand its new customer commitments. In addition to offering an experienced and knowledgeable sales force, a solid credit program and a fleet of delivery trucks, the Company is beginning to provide computer design services, door and window assembly and panelization capabilities to increase its market share of builder and remodeler sales. These value-added services will help ensure continued growth in sales and customer satisfaction. BY PRODUCT CATEGORY (PERCENT OF TOTAL SALES) 1995 1994 ---- ---- Dimension Lumber 14.4 17.0 Sheathing Plywood 10.1 10.0 Other Forest Products 12.5 11.8 Building Materials 15.7 15.0 Hardware 6.3 6.1 Home Decorations 3.1 3.3 Millwork 16.5 16.1 Kitchen Cabinets and Vanities 6.0 5.4 Plumbing, Heating and Electrical 8.0 8.2 Trusses and Components 4.7 4.2 Seasonal 2.7 2.9 ----- ----- Total Sales 100 100 ===== ===== 5-YEAR PERFORMANCE (In thousands, except per-share amounts, ratios and percentages) YEARS ENDED DECEMBER 31 1995 1994 1993 1992 1991 - ----------------------- ---- ---- ---- ---- ---- Income Statistics Net sales $ 418,058 $ 448,840 $ 380,693 $ 343,938 $ 303,715 Cost of sales 318,069 340,811 289,873 254,462 222,099 Interest expense 2,919 3,082 3,391 3,151 2,062 Income before income taxes 6,498 18,268 12,558 16,810 14,812 Income taxes 2,763 7,206 4,074 6,282 5,487 Net income 3,735 11,062 8,484(1) 10,528 9,325 Net income per share 0.53 1.55 1.19(1) 1.48 1.31 Cash dividends declared: Amount per share 0.28 0.28 0.28 0.28 0.26 Percent to net income 53.2% 18.1% 23.6% 19.0% 20.0% Average shares outstanding 7,100 7,146 7,142 7,136 7,135 Balance Sheet Statistics Current assets $ 92,041 $ 100,871 $ 100,999 $ 101,027 $ 79,506 Other assets 2,149 2,174 1,341 1,819 1,315 Properties (net) 68,250 68,002 64,127 53,117 49,941 Total assets 162,440 171,047 166,467 155,963 130,762 Working capital 60,631 64,767 64,131 71,641 54,077 Long-term debt 26,674 30,035 33,503 36,390 23,452 Deferred income taxes -- 697 1,008 1,691 1,915 Total liabilities 58,084 66,836 71,379 67,467 50,796 Shareowners' equity: Amount 104,356 104,211 95,088 88,496 79,966 Amount per share 14.93 14.58 13.31 12.40 11.21 Key Operating Percentages Gross profit margin 23.9% 24.1% 23.9% 26.0% 26.9% Pre-tax profit margin 1.6% 4.1% 3.3% 4.9% 4.9% Return on sales 0.9% 2.5% 2.2% 3.1% 3.1% Return on average assets 2.2% 6.4% 4.9% 6.8% 7.3% Return on average working capital 6.0% 17.2% 12.5% 16.7% 18.3% Return on beginning shareowners' equity 3.6% 11.6% 9.6% 13.2% 12.9% Return on average total invested capital 2.8% 8.4% 6.7% 9.2% 9.3% Key Financial Ratios Sales to average working capital 6.7:1 7.0:1 5.6:1 5.5:1 5.9:1 Sales to average shareowners' equity 4.0:1 4.5:1 4.1:1 4.1:1 4.0:1 Sales to average total invested capital 3.2:1 3.4:1 3.0:1 3.0:1 3.0:1 Current ratio 2.9:1 2.8:1 2.7:1 3.4:1 3.1:1 Quick ratio 1.3:1 1.3:1 1.3:1 2.2:1 1.7:1 Liquidity ratio .44:1 .61:1 .60:1 1.5:1 1.1:1 Debt to total assets ratio .16:1 .18:1 .20:1 .23:1 .18:1 Capitalization ratio .20:1 .22:1 .26:1 .29:1 .23:1 Shareowners' equity to total assets ratio .64:1 .61:1 .57:1 .57:1 .61:1 Inventory turnover 5.89 5.73 5.54 5.47 6.06 Asset turnover 2.47 2.60 2.21 2.22 2.37 Stores Number of stores 61 60 54 52 51 <FN> (1) Includes the cumulative effect of a change in the method of accounting for income taxes of $516,000 or 7 cents per share. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS The decline in net income in 1995 (66 percent) from 1994 was due to lower sales, slightly lower margins and the effect of closing four stores, which resulted in $3.3 million of costs (before tax) and, thereby, reduced earnings per share by 27 cents. The improvement in net income in 1994 (30 percent) from 1993 was due to increased sales, a slight improvement in margins, a lower operating-expense ratio and a gain (9 cents per share) from selling a closed facility. Sales in 1995 declined 7 percent from 1994, the result of an 8-percent decrease in consumer/do-it-yourself (DIY) sales and a 6-percent reduction in contractor builder and remodeler sales. Sales in 1994 exceeded 1993's sales by 18 percent. Sales in 1995 were adversely affected by significantly lower average selling prices of lumber (approximately 20 percent less than 1994), which accounted for approximately one-half of the total sales decline from 1994. In addition, the consumer sales decline was due primarily to sluggish consumer spending and additional competition in our markets. Contractor builder and remodeler sales were negatively affected by fewer housing starts in the Midwest. Comparable-store consumer sales declined 15 percent in 1995 versus a 3-percent rise in 1994; comparable-store contractor sales decreased 8 percent in 1995 compared with an 18-percent improvement in 1994; and total comparable-store sales in 1995 decreased 12 percent after an 11-percent increase in 1994. The gross profit margin in 1995 was 23.9 percent, compared with 24.1 percent in 1994 and 23.9 percent in 1993. Increased competition kept pressure on margins in 1995 and was offset, in part, by deflation in the costs of forest products which lowered the LIFO provision compared to 1994. The LIFO provision was a credit of $1,713,000 in 1995, compared with charges of $1,269,000 and $3,956,000 in 1994 and 1993, respectively. The gross margin in 1995, excluding the provision for LIFO, was 23.5 percent versus 24.4 percent in 1994 and 24.9 percent in 1993. The Company uses the LIFO method of inventory valuation because it results in a more appropriate matching of current costs and current revenues. A number of the Company's competitors use the FIFO method. The following supplemental data is presented to illustrate the comparative effects of FIFO and LIFO accounting on the Company's results. Under FIFO accounting, net income would have been $1 million, or 14 cents per share lower for 1995; $.8 million, or 11 cents per share higher for 1994; and $2.5 million, or 35 cents per share higher for 1993. These supplemental FIFO earnings reflect the tax- effected LIFO charge for each year. Income from gains on sale of properties totaled $309,000 in 1995, compared with $1.26 million in 1994 and $323,000 in 1993. The gain recognized in 1994 was the result of the sale of a closed facility. Selling, general and administrative expenses (excluding store-closing costs) decreased 1 percent in 1995 from 1994, resulting in an expense factor of 19.4 percent in 1995 compared with 18.3 percent and 18.6 percent in 1994 and 1993, respectively. The higher expense factor in 1995 was due primarily to additional costs related to marketing efforts, higher bad-debt expense, expenses related to the upgrading of our computer technology and higher health-insurance expenses. Expenses related to new store openings and remodels were approximately $1.1 million in 1995, $2.3 million in 1994 and $1.8 million in 1993. The costs associated with the closing of four stores during 1995 approximated $3.3 million, primarily related to expensing portions of future lease payments on longer-term leases and the write-off of leasehold improvements. The decrease in interest expense in 1995 reflects the reductions made in long-term debt and lower average short-term borrowings compared with 1994. The Company had no short-term borrowings at year-end 1995. The increase in depreciation expense from year to year reflects the Company's capital expenditure program, which included five new stores in 1995, six in 1994 and three in 1993. The effective income tax rate (federal and state combined) was 42.5 percent in 1995, compared with 39.4 percent in 1994 and 36.6 percent in 1993. The increase in the effective tax rate in 1995 resulted primarily from an increase in the effective state rate from 5.6 percent to 10.5 percent. FINANCIAL CONDITION-LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents totaled $13.9 million at Dec. 31, 1995, compared with $22.1 million at Dec. 31, 1994, and $22.3 million at Dec. 31, 1993. Net cash provided by operating activities totaled $7 million in 1995, resulting primarily from net income plus depreciation, offset by a reduction in accounts payable and accrued expenses of $8 million (due in part to lower year-end inventory levels compared with Dec. 31, 1994). Major uses of cash were: (1) additions to properties of $11.2 million, (2) a $1 million reduction in long-term debt and (3) the purchase and retirement of 168,000 shares of common stock ($1.7 million). Working capital was $60.6 million at the end of 1995, compared with $64.8 million and $64.1 million at Dec. 31, 1994 and 1993, respectively. The Company expects that funds from operations and available lines of credit will be adequate to meet working capital needs and capital expenditures for 1996 (estimated to be $3.7 million). The Company has $50 million available in lines of credit arrangements for short-term debt. There were no borrowings under these arrangements at Dec. 31, 1995, 1994, and 1993. The total debt-to-asset ratio was lowered to .16:1 at Dec. 31, 1995 from .18:1 at Dec. 31, 1994 and .20:1 at Dec. 31, 1993. Capital expenditures totaled $11.2 million in 1995 and included: (1) the addition of five new stores, (2) the relocation of an existing store, (3) replacements and additions of equipment at existing stores, (4) hardware and software related to the major technology upgrade initiated in 1995 and (5) projects in-process at year-end, including the addition of one new store. Capital expenditures have totaled $60 million over the last five years. Invested capital (long-term debt and shareowners' equity) was 81 percent of total assets at Dec. 31, 1995 and 78 percent at Dec. 31, 1994, and 77 percent at Dec. 31, 1993. Shareowners' equity has been the principal financing factor over the years, accounting for 80 percent of invested capital at Dec. 31, 1995, compared with 78 percent at Dec. 31, 1994 and 74 percent at Dec. 31, 1993 EFFECT OF INFLATION The Company does not measure precisely the effect of inflation on its operations; however, it does not believe inflation had a material effect on sales or results of operations. ENVIRONMENTAL The Company is subject to laws and regulations relating to the protection of the environment. While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly any future remediation and other compliance effects, in the opinion of management, compliance with the present environmental-protection laws will not have a material adverse effect on the financial condition of the Company. OUTLOOK The Company enters 1996 with a strong balance sheet and looks forward to the challenges and opportunities of a changing marketplace. The Company is committed to expanding market share in both consumer and contractor sales with a strong customer-service focus, expanded marketing programs targeted at project customers, and a stronger emphasis on buying and distribution strategies to improve its competitive position. The Company will work aggressively to lower its operating-expense ratios by focusing on training and more-efficient systems. The Company will continue to build on its strengths in 1996 as it strives to increase sales and profitability. GRAPH TITLE 1991 1992 1993 1994 1995 - ----------- ---- ---- ---- ---- ---- SALES (in millions) 303.7 344 380.7 448.8 418.1 NET INCOME (in millions) 9.3 10.5 8.5 11.1 3.7 EARNINGS PER SHARE (in dollars) 1.31 1.48 1.19 1.55 0.53 NET RETURN ON SALES % 3.1 3.1 2.2 2.5 0.9 GROSS MARGIN % 26.9 26 23.9 24.1 23.9 WORKING CAPITAL (in millions) 54.1 71.6 64.1 64.8 60.6 DEBT TO EQUITY RATIO % 29% 41% 35% 29% 26% SHAREOWNERS' EQUITY (in millions) 80 88.5 95.1 104.2 104.4 EQUITY PER SHARE in dollars 11.21 12.4 13.31 14.58 14.93 TOTAL ASSETS (in millions) 130.8 156 166.5 171 162.4 PROPERTIES (NET) (in millions) 49.9 53.1 64.1 68 68.3 EQUITY TO ASSET RATIO % 0.61 0.57 0.57 0.61 0.64 REPORTS OF MANAGEMENT AND AUDITORS REPORT OF MANAGEMENT The accompanying financial statements of Wolohan Lumber Co., together with the other financial information included in the Annual Report, were prepared by management. The responsibility for the integrity of the financial statements, and other financial information included in this report, rests with management. The financial statements have been prepared in accordance with generally accepted accounting principles appropriate in the circumstances and, of necessity, include certain amounts which are based on our best estimates and judgments. The other financial information included herein is consistent with that in the financial statements. Wolohan Lumber Co. maintains internal accounting-control systems that are designed to provide reasonable assurance that assets are safe-guarded from loss or unauthorized or illegal use and that transactions are executed and recorded in accordance with management authorization. There are limits inherent in all systems of internal control, based on the recognition that costs of such a system should not exceed the benefits to be derived. We believe the Company's system provides an appropriate balance. The Board of Directors, through the Audit Committee of the Board, is responsible for assuring that management fulfills its responsibilities in the preparation of the financial statements. The Audit Committee meets periodically with the independent auditors and representatives of management to ensure that each is discharging its responsibilities. To ensure complete independence, Ernst & Young LLP has full and free access to meet with the Audit Committee to discuss the results of their examination, the adequacy of internal controls, the quality of financial reporting, and other matters of mutual interest. /s/ David G. Honaman David G. Honaman Vice President-Administration and Chief Financial Officer /s/ Edward J. Dean Edward J. Dean Corporate Controller REPORT OF INDEPENDENT AUDITORS Board of Directors Wolohan Lumber Co. We have audited the accompanying balance sheets of Wolohan Lumber Co. as of December 31, 1995 and 1994, and the related statements of income, shareowners' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wolohan Lumber Co. at December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note D to the financial statements, in 1993 the Company changed its method of accounting for income taxes. /s/ Ernst & Young LLP Ernst & Young LLP Detroit, Michigan February 9, 1996 BALANCE SHEETS December 31 December 31 1995 1994 ----------- ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 13,919,000 $ 22,072,000 Trade receivables, less allowances for doubtful accounts of $862,000 ($935,000 in 1994) 26,471,000 25,961,000 Inventories -- at current cost 61,375,000 64,555,000 Reduction to LIFO cost (12,836,000) (14,549,000) ------------- ------------- Inventories at the lower of last-in, first-out cost or market - Note A 48,539,000 50,006,000 Other current assets 3,112,000 2,832,000 ------------- ------------- TOTAL CURRENT ASSETS 92,041,000 100,871,000 PROPERTIES - NOTE C Land 10,104,000 9,681,000 Land improvements 15,400,000 14,377,000 Buildings 52,665,000 49,736,000 Equipment 41,661,000 37,478,000 Construction in progress 923,000 3,260,000 Less allowances for depreciation (52,503,000) (46,530,000) ------------- ------------- 68,250,000 68,002,000 OTHER ASSETS 2,149,000 2,174,000 ------------- ------------- TOTAL ASSETS $ 162,440,000 $ 171,047,000 ============= ============= LIABILITIES AND SHAREOWNERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 15,258,000 $ 21,789,000 Employee compensation and accrued expenses 11,810,000 12,345,000 Current portion of long-term debt 4,342,000 1,970,000 ------------- ------------- TOTAL CURRENT LIABILITIES 31,410,000 36,104,000 LONG-TERM DEBT, less current portion - NOTE C 26,674,000 30,035,000 DEFERRED INCOME TAXES -- 697,000 SHAREOWNERS' EQUITY - NOTE B Common stock, $1 par value: Authorized - 20,000,000 shares Outstanding - 6,989,000 shares (7,146,000 in 1994) 6,989,000 7,146,000 Additional capital 22,534,000 23,979,000 Retained earnings 74,833,000 73,086,000 ------------- ------------- TOTAL SHAREOWNERS' EQUITY 104,356,000 104,211,000 ------------- ------------- TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $ 162,440,000 $ 171,047,000 ============= ============= BOOK VALUE PER SHARE $ 14.93 $ 14.58 <FN> See notes to financial statements. STATEMENTS OF INCOME Years Ended December 31 --------------------------------- 1995 1994 1993 ---- ---- ---- NET SALES $418,058,000 $448,840,000 $380,693,000 Cost of sales 318,069,000 340,811,000 289,873,000 ------------ ------------ ------------ 99,989,000 108,029,000 90,820,000 Interest and other income 2,825,000 2,458,000 2,638,000 Gain on sale of properties 309,000 1,260,000 323,000 ------------ ------------ ------------ 103,123,000 111,747,000 93,781,000 OPERATING EXPENSES Selling, general and administrative 81,229,000 82,249,000 70,888,000 Store closing costs -- Note A 3,317,000 -- -- Depreciation 9,160,000 8,148,000 6,944,000 Interest 2,919,000 3,082,000 3,391,000 ------------ ------------ ------------ 96,625,000 93,479,000 81,223,000 ------------ ------------ ------------ Income before income taxes and cumulative effect of change in method of accounting for income taxes 6,498,000 18,268,000 12,558,000 Income taxes - Note D 2,763,000 7,206,000 4,590,000 ------------ ------------ ------------ Net income before accounting change 3,735,000 11,062,000 7,968,000 Cumulative effect of change in method of accounting for income taxes - Note D 516,000 ------------ ------------ ------------ NET INCOME $ 3,735,000 $ 11,062,000 $ 8,484,000 ============ ============ ============ Average shares outstanding 7,100,000 7,146,000 7,142,000 Earnings per share: Income before cumulative effect of accounting change $ 0.53 $ 1.55 $ 1.12 Cumulative effect of accounting change .07 ------------ ------------ ------------ Net income per share $ 0.53 $ 1.55 $ 1.19 ============ ============ ============ <FN> See notes to financial statements. STATEMENTS OF SHAREOWNERS' EQUITY Common Additional Retained Total Stock Capital Earnings Equity ------ ---------- -------- ------------ BALANCES AT JANUARY 1, 1993 $ 7,136,000 $ 23,820,000 $ 57,540,000 $ 88,496,000 Net income for 1993 8,484,000 8,484,000 Cash dividends - $.28 per share (2,000,000) (2,000,000) Shares issued under Long-Term Incentive Plan, including related tax benefit 6,000 102,000 108,000 ------------ ------------ ------------ ------------ BALANCES AT DECEMBER 31, 1993 7,142,000 23,922,000 64,024,000 95,088,000 Net income for 1994 11,062,000 11,062,000 Cash dividends - $.28 per share (2,000,000) (2,000,000) Shares issued under Long-Term Incentive Plan, including related tax benefit 4,000 57,000 61,000 ------------ ------------ ------------ ------------ BALANCES AT DECEMBER 31, 1994 7,146,000 23,979,000 73,086,000 104,211,000 Net income for 1995 3,735,000 3,735,000 Cash dividends - $.28 per share (1,988,000) (1,988,000) Shares issued under Long-Term Incentive Plan, including related tax benefit 11,000 92,000 103,000 Shares purchased and retired (168,000) (1,537,000) (1,705,000) ------------ ------------ ------------ ------------ BALANCES AT DECEMBER 31, 1995 $ 6,989,000 $ 22,534,000 $ 74,833,000 $104,356,000 ============ ============ ============ ============ <FN> See notes to financial statements. STATEMENTS OF CASH FLOWS Years Ended December 31 ------------------------------------ 1995 1994 1993 ---- ---- ---- OPERATING ACTIVITIES Net Income $ 3,735,000 $ 11,062,000 $ 8,484,000 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in method of accounting for income taxes (516,000) Depreciation 9,160,000 8,148,000 6,944,000 Provision for losses on accounts receivable 662,000 387,000 350,000 Deferred income taxes (credit) (1,009,000) (332,000) (192,000) Gain on sale of properties (309,000) (1,260,000) (323,000) Loss on store closings 2,389,000 Changes in operating assets and liabilities: Increase in accounts receivable (1,172,000) (1,292,000) (7,379,000) Decrease (increase) in other assets 54,000 (1,108,000) 274,000 Decrease (increase) in inventories 1,467,000 1,099,000 (15,492,000) Increase/(decrease) in accounts payable and accrued expenses (7,962,000) 264,000 6,961,000 ------------ ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 7,015,000 16,968,000 (889,000) INVESTING ACTIVITIES Additions to properties (11,157,000) (14,441,000) (18,580,000) Proceeds from the sale of properties 671,000 3,678,000 949,000 ------------ ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (10,486,000) (10,763,000) (17,631,000) FINANCING ACTIVITIES Proceeds from credit lines and long-term debt borrowings 14,000,000 13,750,000 30,451,000 Payments on credit lines and long-term debt (14,989,000) (18,186,000) (32,797,000) Dividends paid (1,988,000) (2,000,000) (2,000,000) Purchases of common stock (1,705,000) -- -- ------------ ------------ ------------ NET CASH USED IN FINANCING ACTIVITIES (4,682,000) (6,436,000) (4,346,000) ------------ ------------ ------------ DECREASE IN CASH AND CASH EQUIVALENTS (8,153,000) (231,000) (22,866,000) Cash and cash equivalents at beginning of year 22,072,000 22,303,000 45,169,000 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 13,919,000 $ 22,072,000 $ 22,303,000 ============ ============ ============ <FN> See notes to financial statements. NOTES TO FINANCIAL STATEMENTS NOTE A -- SIGNIFICANT ACCOUNTING PRACTICES ORGANIZATION. The Company is engaged in the retail sale of a full line of lumber and building materials and related items through a chain of 61 (60 in 1994) building supply stores located in Illinois, Indiana, Kentucky, Michigan, Missouri, Ohio, and Wisconsin. The Company sells to contractor builders and remodelers and to the "do-it-yourself" market consisting principally of homeowners. The volume of residential construction can be volatile and is highly dependent on general economic conditions. A significant decrease in residential construction could have an adverse effect on the Company's operating results. USE OF ESTIMATES. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist principally of money market funds and short-term tax-exempt securities. INVENTORIES. Inventories are stated at the lower of cost (last-in, first-out method) or market. Current cost exceeded the LIFO value of inventories by approximately $12,836,000 and $14,549,000 at December 31, 1995 and 1994, respectively. PROPERTIES. Properties are stated at cost. Depreciation, which includes amortization of assets recorded as capital leases, is provided on a straight-line basis over the estimated useful life of the property for financial reporting purposes and on different lives and methods as required for tax purposes. STOCK BASED COMPENSATION. Periodically, the Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair value of the shares at the date of the grant. The Company accounts for stock options grants in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees", and, accordingly, recognizes no compensation expense for stock option grants. START-UP EXPENSES. Expenses associated with the opening of new stores are charged against income as incurred. EMPLOYEE BENEFIT PLANS. The Company has a 401(k) retirement savings and profit- sharing plan under which eligible employees may contribute up to 10 percent of their salaries. The Company matches 50 percent of the employee contribution up to a maximum of $400 per employee per year. In addition, the Company makes profit-sharing contributions to the plan annually at an amount based on a percentage of the Company's net profits or participants' annual compensation. Profit-sharing contributions approximated $525,000, $1,545,000, and $1,035,000 for 1995, 1994, and 1993 respectively and contributions to the 401(k) plan were approximately $414,000, $392,000, and $349,000 for 1995, 1994, and 1993 respectively. The Company maintains a defined-benefit health-care plan that provides postretirement medical benefits to full-time employees who meet certain age and service requirements at retirement. The plan is contributory with retiree contributions adjusted periodically, such that retirees pay the full projected costs of the health-care medical benefits provided by the plan. STORE CLOSING COSTS. During 1995, the Company closed four stores. The costs associated with these closings, primarily related to expensing portions of future lease payments on longer term leases and the write-off of leasehold improvements, approximated $3.3 million. ADVERTISING EXPENSES. The cost of advertising is expensed as incurred. The Company incurred $4,277,000, $4,412,000, and $4,192,000 in advertising costs during 1995, 1994, and 1993 respectively IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS. In March 1995, the FASB issued Statement No, 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. Statement 121 also addresses the accounting for long-lived assets that are expected to be disposed of. The Company will adopt Statement 121 in the first quarter of 1996 and, based on current circumstances, does not believe the effect of adoption will be material. NOTE B - SHAREOWNERS' EQUITY AND RELATED MATTERS The Long-Term Incentive Plan was established to enable key employees to participate in the future growth and profitability of the Company by offering them long-term performance-based incentive compensation through issuance of stock options and performance share awards, which are vested based on achievement of performance goals. Performance shares awarded are earned and vested at the rate of 20% per year and become issuable 10 years after date of award. During 1995, 1,800 performance shares (19,800 shares in 1994 and 2,950 in 1993) were awarded, and at December 31, 1995, there were 93,800 performance shares awarded but unissued. Incentive stock options for 49,000 shares were granted during 1995 at an average exercise price of $9.95 per share (87,000 shares in 1994 at $14.38 per share). Options were outstanding at December 31, 1995 for 126,000 shares at exercise prices ranging from $9.25 to $14.50. All options expire 10 years after the date of grant. There are 356,000 shares reserved for future use under the plan. A stock option plan for non-employee directors was adopted during 1995. There are 50,000 shares reserved for future use under the plan. The assumed issuance of these performance-based incentive share awards and the assumed exercise of outstanding stock options would have an insignificant effect on earnings per share. Holders of common shares received a distribution of one right for each common share held on February 15, 1990. The rights become exercisable ten days after a person or group acquires or commences a tender or exchange offer that could result in the acquisition of 25 percent of the Company's common shares (except pursuant to an offer for all shares determined by the non-officer Directors to be fair and in the best interest of the Company and its shareowners). The rights also become exercisable 10 days after an acquisition of 10 percent or more by a person or group deemed by the Board of Directors to have interests adverse to those of the Company and its shareholders. Each right would, subject to certain adjustments and alternatives, entitle the rightholder to purchase common shares of the Company having a market value of $180 at a price equal to 50 percent of the fair market value of the shares. The rights are nonvoting, may generally be redeemed by the Company at a price of 1 cent per right and expire on February 15, 2000. The Company has reserved 6.6 million shares for this stock rights plan. NOTE C - DEBT AND LEASE TRANSACTIONS Under line of credit arrangements for unsecured short-term borrowings with several banks, the Company has available up to $50 million. The interest rate pricing of the lines of credit is based upon a formula not to exceed the "prime rate" or an agreed-upon basis point spread over the "Term Fed Funds Rate" or bank's certificate of deposit rate. There are no commitment fees; however, a compensating balance is required for a portion of the total credit lines. These arrangements are reviewed annually for renewal. At December 31, 1995 and 1994, there were no borrowings outstanding under these arrangements. Long-term debt consisted of the following obligations: December 31 December 31 1995 1994 ----------- ----------- Unsecured notes to insurance company, due in annual installments ranging from $1,250,000 to $2,000,000 with the final payment in 2002. Interest is payable semi-annually at 8.99% $10,500,000 $10,500,000 Unsecured notes to insurance company, due in annual installments ranging from $850,000 to $4,060,000 with the final payment in 2002. Interest is payable quarterly at 8.65% 13,600,000 14,450,000 Unsecured bank note, due in annual installments of $500,000, plus interest payable quarterly at a variable rate (8.50% at December 31, 1995) with final payment in 1998 1,500,000 2,000,000 Industrial revenue bonds, payable in annual installments ranging from $140,000 to $160,000 with the final payment in 2001. Interest payable quarterly at 83% of the prime rate 880,000 1,020,000 Michigan Strategic Fund limited obligation revenue bonds, payable in 1997. Interest varies weekly at prevailing market rates for similar tax exempt securities (average of 2.64% for 1995) and is paid quarterly 3,300,000 3,300,000 Other 1,236,000 735,000 ----------- ----------- 31,016,000 32,005,000 Less amount due in one year 4,342,000 1,970,000 ----------- ----------- $26,674,000 $30,035,000 =========== =========== Properties at December 31, 1995, with a net carrying value of approximately $4,007,000, are pledged as collateral for the revenue bonds. Net properties also include approximately $734,000, relative to capital lease obligations. The capital leases generally transfer ownership of property to the Company at the end of the lease term. Maturities of long-term debt for each of the four years following 1996 approximate $6,790,000 in 1997; $2,740,000 in 1998; $3,680,000 in 1999; and $4,310,000 in 2000. The Company made interest payments of $2,925,000 in 1995, $3,060,000 in 1994 and $3,429,000 in 1993. The Company leases certain facilities under various operating leases. The lease expense for such facilities totaled approximately $650,000 in 1995, $651,000 in 1994 and $544,000 in 1993. Future minimum lease payments for each of the next five years approximate $680,000 and aggregate $5,700,000 thereafter. NOTE D - INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31, 1995 and December 31, 1994 are as follows: 1995 1994 ---------- ---------- Deferred tax liabilities: Tax over book depreciation $ 594,000 $ 700,000 Other 395,000 361,000 ---------- ---------- Total deferred tax liabilities 989,000 1,061,000 Deferred tax assets: Compensation and employee benefits 413,000 418,000 Bad debts 336,000 374,000 Inventory 255,000 194,000 Store closings 943,000 -- Other 141,000 166,000 ---------- ---------- Total deferred tax assets 2,088,000 1,152,000 ---------- ---------- Net deferred tax assets $1,099,000 $ 91,000 ========== ========== The provisions for income taxes consist of: 1995 1994 1993 ---------- ---------- ---------- Current: Federal $2,605,000 $5,912,000 $3,643,000 State 1,167,000 1,626,000 1,139,000 Deferred federal and state credit (1,009,000) (332,000) (192,000) ---------- ---------- ---------- $2,763,000 $7,206,000 $4,590,000 ========== ========== ========== A reconciliation of the income tax provision and the amount computed by applying the statutory federal income tax rate of 34% for 1995 and 35% for 1994 and 1993 to income before taxes, is as follows: 1994 1994 1993 ---- ---- ---- Computed amount $ 2,209,000 $ 6,394,000 $ 4,395,000 State income taxes, net of federal income tax 681,000 1,031,000 725,000 Tax exempt investment income (161,000) (102,000) (315,000) Other 34,000 (117,000) (215,000) ----------- ----------- ----------- $ 2,763,000 $ 7,206,000 $ 4,590,000 =========== =========== =========== The Company made income tax payments of $4,407,000 in 1995, $7,434,000 in 1994, and $5,435,000 in 1993. Effective January 1, 1993, the Company changed its method of accounting for income taxes from the deferred method to the liability method required by FASB Statement No. 109, "Accounting for Income Taxes." As permitted under the new rules, prior years' financial statements were not restated. The cumulative effect of adopting Statement 109 as of Jan. 1, 1993 was to increase net income by $516,000. NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS CONCENTRATIONS OF CREDIT RISK. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments and trade accounts receivable. The Company maintains cash and cash equivalents including bank money market funds and short-term tax exempt securities. Bank money market funds are on deposit with financial institutions located primarily in Michigan and Company policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company's investment strategy. Concentrations of credit risk with respect to trade accounts receivable are limited because of the large number of entities comprising the Company's customer base. As of Dec. 31, 1995, the Company's receivables are primarily from customers in the residential construction industry. CASH AND CASH EQUIVALENTS. The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value. ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE. The carrying amounts reported in the balance sheet for accounts receivable and accounts payable approximate their fair value. LONG AND SHORT-TERM DEBT. The fair values of the Company's long-term debt are estimated using discounted cash flow analyses, based on the Company's current borrowing rates for similar types of borrowing arrangements. The carrying amounts and fair values of the Company's financial instruments at Dec. 31 are as follows: 1995 1994 ---------------------- --------------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- ----- -------- ----- Cash and cash equivalents $13,919,000 $13,919,000 $22,072,000 $22,072,000 Accounts Receivable 26,471,000 26,471,000 25,961,000 25,961,000 Accounts Payable 15,258,000 15,258,000 21,789,000 21,789,000 Long-Term debt including current portion 31,016,000 32,752,000 32,005,000 31,961,000 CORPORATE INFORMATION ANNUAL MEETING The Annual Meeting of shareowners of Wolohan Lumber Co. will be held April 25, 1996, 2 p.m. at the Second National Bank Building, 101 N. Washington Avenue, Saginaw, Mich. You are cordially invited. FORM 10-K Shareowners may obtain a copy of the Form 10-K annual report filed with the Securities and Exchange Commission (SEC) free of charge by writing to Mr. Edward J. Dean, Corporate Controller, Wolohan Lumber Co., P.O. Box 3235, Saginaw, Mich. 48605. There are no accounting differences between the financial statements presented in this annual report and those in the Form 10-K report but the Form 10-K report does provide certain supplemental information required by SEC regulations. HEADQUARTERS Wolohan Lumber Co. Administrative Offices 1740 Midland Road P.O. Box 3235 Saginaw, Mich. 48605 (517) 793-4532 COMMON STOCK Wolohan's common stock trades on The Nasdaq Stock Market under the symbol WLHN. TRANSFER AGENT State Street Bank and Trust Company c/o Boston EquiServe P.O. Box 8200 - Boston, Mass. 02266-8200 1-800-426-5523 GENERAL COUNSEL Dickinson, Wright, Moon, VanDusen & Freeman 800 First National Building - Detroit, Mich. 48226 AUDITORS Ernst & Young LLP One Detroit Center - Suite 1700 500 Woodward Avenue - Detroit, Mich. 48226 BOARD OF DIRECTORS James L. Wolohan, 44 Hugo E. Braun, Jr., 63 Chairman of the Board, Partner, Braun Kendrick President and Chief Executive Finkbeiner, Officer; Attorneys-at-Law; Director since 1986 Director since 1984 Richard V. Wolohan, 80 F.R. Lehman, 70 formerly Chairman of the formerly Vice President of Board; Dow Chemical U.S.A., Director since 1964 General Manager of the Michigan Division; David F. Wallace, 72 Director since 1989 formerly Chairman of the Board; Leo B. Corwin, 61 Director since 1980 President, Txcor, Inc.; Director since 1992 Ervin E. Wardlow, 74 formerly President and a Charles R. Weeks, 61 Director of K Mart Corp.; Chairman and Chief Director of Discount Auto Executive Officer of Parts Co.; Citizens Banking Corp.; Director since 1981 Director since 1996 COMMITTEES Management Review Audit Committee Committee Hugo E. Braun, Jr., Chairman F.R. Lehman, Chairman Leo B. Corwin Hugo E. Braun, Jr. F.R. Lehman Leo B. Corwin David F. Wallace David F. Wallace Ervin E. Wardlow Ervin E. Wardlow Charles R. Weeks Charles R. Weeks Richard V. Wolohan Richard V. Wolohan Compensation Committee F.R. Lehman, Chairman Hugo E. Braun, Jr. OFFICERS James L. Wolohan, 44 James R. Krapohl, 50 Chairman of the Board, Treasurer and President and Chief Executive Assistant Secretary Officer Thomas M. Ostrander, 46 Edward J. Dean, 45 Vice President - Operations Corporate Controller William E. Stark, 47 David G. Honaman, 44 Vice-President - Human Vice President-Administration, Resources Secretary and Chief Financial Officer CUSTOMER SERVICE GUARANTEES The cornerstone of our strategic plan is still the customer service mission. Our purpose is to assure that the customer remains Number One in our plans and in our actions. We provide a strong product offering and many special services to accommodate our customer. We back these products and services with satisfaction guarantees -- guarantees that we are proud to offer because we are committed to providing what our customers expect and deserve. These customer-satisfaction guarantees are found in every Wolohan store. 100-PERCENT SATISFACTION GUARANTEE In the unlikely event that you are not satisfied with your purchase, just bring it back along with your proof of purchase and we'll make it right with a product exchange or refund. WE WON'T BE UNDERSOLD GUARANTEE Bring in any competitor's current advertising and Wolohan guarantees to match the advertised price on the same in-stock item. 30-DAY LOWER PRICE REFUND GUARANTEE If an item is advertised and sold by us at a lower price within 30 days of the date you purchased the item, we will honor the lower price and gladly refund the difference to you. IN-STOCK GUARANTEE We advertise what we stock. In the event that unexpected demand exceeds our supply, we will give you a 5-percent discount and deliver the item free to your home or substitute a comparable item at the sale price. Our satisfaction guarantees are among the strongest in our industry. We want to make shopping at Wolohan Lumber a pleasant and rewarding experience and by guaranteeing satisfaction, we make the customer Number One. Serving customers in 7 states through the Midwest... Michigan 24 Stores Wisconsin 4 Stores Ohio 12 Stores Illinois 11 Stores Indiana 8 Stores Missouri 1 Store Kentucky 1 Store