1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1996 COMMISSION FILE NUMBER 1-8260 PRIMARK CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 38-2383282 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1000 WINTER STREET, SUITE 4300N, WALTHAM, MA 02154 (Address of principal executive offices) (Zip Code) 617-466-6611 (Registrant's telephone number, including area code) NO CHANGES (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. Yes x No Number of shares outstanding of each of the registrant's classes of common stock, as of July 26, 1996: Common Stock, without par value: 24,809,541 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PRIMARK CORPORATION INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996 PAGE NUMBER ------ COVER............................................................................... i INDEX............................................................................... ii PART I -- FINANCIAL INFORMATION Item 1. Financial Statements..................................................... 1 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition...................................................... 6 PART II -- OTHER INFORMATION Item 4. Results of Votes of Security Holders..................................... 8 Item 6. Exhibits and Reports on Form 8-K......................................... 8 SIGNATURE........................................................................... 9 ii 3 PART I -- FINANCIAL INFORMATION PRIMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION JUNE 30, DECEMBER 31, 1996 1995 -------- ------------ (THOUSANDS OF DOLLARS) ASSETS CURRENT ASSETS Cash and cash equivalents, at cost (which approximates market value)................... $ 56,024 $ 62,332 Receivables: Billed receivables less allowance for doubtful accounts of $4,814,000 and $4,371,000, respectively........................................................................ 115,795 107,636 Unbilled and other receivables....................................................... 45,234 33,255 Other current assets................................................................... 22,240 17,146 -------- -------- 239,293 220,369 -------- -------- DEFERRED CHARGES AND OTHER ASSETS Goodwill, less accumulated amortization of $33,931,000 and $27,330,000, respectively... 446,476 436,203 Other intangible assets, less accumulated amortization of $11,363,000 and $9,308,000, respectively......................................................................... 28,271 29,074 Capitalized software, less accumulated amortization of $8,283,000 and $5,015,000, respectively......................................................................... 24,284 20,676 Net long-term investment in financing leases........................................... 10,457 11,871 Other.................................................................................. 11,007 12,396 -------- -------- 520,495 510,220 -------- -------- PROPERTY, PLANT AND EQUIPMENT, AT COST Computer equipment..................................................................... 63,041 56,765 Leasehold improvements................................................................. 24,773 23,928 Property leased to others.............................................................. 16,020 16,020 Other.................................................................................. 17,849 16,806 -------- -------- 121,683 113,519 Less-Accumulated depreciation.......................................................... 49,369 41,709 -------- -------- 72,314 71,810 -------- -------- $832,102 $802,399 ======== ======== LIABILITIES AND COMMON SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable....................................................................... $ 19,616 $ 21,184 Accrued employee payroll and benefits.................................................. 31,531 30,233 Federal income, property and other taxes payable....................................... 11,524 9,582 Deferred income........................................................................ 47,518 41,940 Current portion of long-term debt, including capital lease obligations................. 4,872 5,105 Other.................................................................................. 36,996 30,675 -------- -------- 152,057 138,719 -------- -------- LONG-TERM DEBT AND OTHER LIABILITIES Long-term debt, including capital lease obligations.................................... 263,533 265,863 Deferred income taxes.................................................................. 11,990 13,189 Other.................................................................................. 14,127 13,625 -------- -------- 289,650 292,677 -------- -------- Total liabilities................................................................ 441,707 431,396 -------- -------- CONTINGENCIES (NOTE 3) REDEEMABLE PREFERRED STOCK............................................................... -- 16,874 -------- -------- COMMON SHAREHOLDERS' EQUITY Common stock and additional paid-in-capital............................................ 234,272 226,494 Retained earnings...................................................................... 155,886 141,846 -------- -------- 390,158 368,340 Less -- Treasury stock, at average cost................................................ -- 14,814 Less -- Unearned compensation.......................................................... 226 709 Less -- Cumulative foreign currency translation adjustment............................. (463) (1,312) -------- -------- Total common shareholders' equity................................................ 390,395 354,129 -------- -------- $832,102 $802,399 ======== ======== The accompanying notes to the consolidated financial statements are an integral part of these statements. 1 4 PRIMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------- --------------------- 1996 1995 1996 1995 -------- -------- -------- -------- (THOUSANDS EXCEPT PER SHARE AMOUNTS) OPERATING REVENUES.............................. $187,658 $143,041 $368,387 $278,902 -------- -------- -------- -------- OPERATING EXPENSES Cost of services.............................. 107,865 85,431 213,693 167,125 Selling, general and administrative........... 52,363 37,077 100,884 71,863 Depreciation.................................. 4,494 2,926 8,632 6,137 Amortization of goodwill...................... 3,100 1,777 6,087 3,539 Amortization of other intangible assets....... 2,517 2,717 5,183 5,308 -------- -------- -------- -------- Total operating expenses.............. 170,339 129,928 334,479 253,972 -------- -------- -------- -------- Operating income...................... 17,319 13,113 33,908 24,930 -------- -------- -------- -------- OTHER INCOME AND (DEDUCTIONS) Investment income............................. 602 344 1,469 646 Interest expense.............................. (5,343) (3,508) (10,958) (6,955) Foreign currency gain (loss).................. 827 (1,464) 1,043 (2,107) Other......................................... 1 (220) (44) (312) -------- -------- -------- -------- Total other income and (deductions)... (3,913) (4,848) (8,490) (8,728) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM.......................................... 13,406 8,265 25,418 16,202 INCOME TAX EXPENSE.............................. 5,889 3,689 11,501 7,172 -------- -------- -------- -------- Income before extraordinary item................ 7,517 4,576 13,917 9,030 Extraordinary item-loss on early extinguishment of debt, net of income tax benefit of $288,000...................................... -- (534) -- (534) -------- -------- -------- -------- NET INCOME...................................... 7,517 4,042 13,917 8,496 DIVIDENDS ON PREFERRED STOCK.................... -- (359) (359) (717) -------- -------- -------- -------- NET INCOME APPLICABLE TO COMMON STOCK........... $ 7,517 $ 3,683 $ 13,558 $ 7,779 ======== ======== ======== ======== EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Income before extraordinary item.............. $ 0.29 $ 0.21 $ 0.53 $ 0.42 Extraordinary item............................ -- (0.03) -- (0.03) -------- -------- -------- -------- Total earnings per share................... $ 0.29 $ 0.18 $ 0.53 $ 0.39 -------- -------- -------- -------- WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING............................ 26,252 20,033 25,807 19,822 ======== ======== ======== ======== PRIMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF RETAINED EARNINGS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------- --------------------- 1996 1995 1996 1995 -------- -------- -------- -------- (THOUSANDS OF DOLLARS) Balance -- Beginning of period................... $148,369 $129,060 $141,846 $124,964 Add -- Net Income............................ 7,517 4,042 13,917 8,496 -- Change in year-end of Subsidiaries (Note 1).............................. -- -- 482 -- Deduct -- Dividends on Preferred Stock.......... -- (359) (359) (717) -------- -------- -------- -------- Balance -- End of period......................... $155,886 $132,743 $155,886 $132,743 ======== ======== ======== ======== The accompanying notes to the consolidated financial statements are an integral part of these statements. 2 5 PRIMARK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, --------------------- 1996 1995 -------- -------- (THOUSANDS OF DOLLARS) CASH FLOWS FROM OPERATING ACTIVITIES Net income........................................................... $ 13,917 $ 8,496 Adjustments to reconcile net income to net cash flows from operating activities: Change in year-end of subsidiary.................................. 2,518 -- Extraordinary loss on early extinguishment of debt................ -- 534 Depreciation and amortization..................................... 19,902 14,986 Foreign currency (gain) loss -- net............................... (1,043) 2,107 Other............................................................. 116 (2,158) Changes in assets and liabilities which provided (used) cash, exclusive of changes shown separately............................ (18,492) (3,499) -------- -------- Net cash provided from operating activities.................. 16,918 20,466 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of short-term notes payable................................. 708 60,009 Repayment of short-term notes payable................................ (708) (6,009) Issuance of long-term debt........................................... -- 125,000 Repayment of long-term debt.......................................... (1,876) (1,902) Debt issue costs..................................................... -- (4,027) Common stock issuance and other...................................... 4,582 2,015 -------- -------- Net cash provided from financing activities.................. 2,706 175,086 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures................................................. (10,634) (8,672) Capitalized software................................................. (4,674) (1,775) Purchase of subsidiaries -- net of acquired cash..................... (9,000) (199,687) Principal payments received under financing leases................... 1,420 1,554 Other -- net......................................................... (2,765) 1,830 -------- -------- Net cash used for investing activities....................... (25,653) (206,750) -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH................................ (279) 494 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS.............................. (6,308) (10,704) CASH AND CASH EQUIVALENTS, JANUARY 1................................... 62,332 20,059 -------- -------- CASH AND CASH EQUIVALENTS, JUNE 30..................................... $ 56,024 $ 9,355 ======== ======== CHANGES IN ASSETS AND LIABILITIES WHICH PROVIDED (USED) CASH, EXCLUSIVE OF CHANGES SHOWN SEPARATELY Billed, unbilled and other receivables -- net........................ $(20,131) $ (9,518) Accounts payable..................................................... (4,974) (3,481) Federal income, property and other taxes payable -- net.............. 3,148 462 Other current assets and liabilities................................. 4,819 5,294 Other noncurrent assets and liabilities.............................. (1,354) 3,744 -------- -------- $(18,492) $ (3,499) ======== ======== The accompanying notes to the consolidated financial statements are an integral part of these statements. 3 6 PRIMARK CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. ACCOUNTING CHANGE -- PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION Effective January 1, 1996, the foreign and domestic accounts of Datastream International Limited and affiliates ("Datastream") and Vestek, wholly-owned subsidiaries of Primark Corporation (the "Company"), changed their reporting period from a fiscal year ending November 30 to a calendar year ending December 31. The change was made to provide more timely information and enhance comparability. In accordance with guidelines of the Securities and Exchange Commission, only six months of income and expense were included in the Consolidated Statements of Income. The subsidiaries' results of operations for December 1995 were credited directly to retained earnings. Cash flow activity for this same period has been reflected as a single line item in the operating activities section of the Consolidated Statements of Cash Flows. B. NEWLY ISSUED ACCOUNTING STANDARDS In October 1995, Financial Accounting Standards (SFAS) No. 123 "Accounting for Stock-Based Compensation," was issued. This statement, which is effective beginning January 1, 1996, requires expanded disclosures of stock-based compensation arrangements with employees and encourages (but does not require) compensation cost to be measured based on the fair value of the equity instrument awarded. Companies are permitted, however, to continue to apply APB Opinion No. 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. The Company will continue to apply APB Opinion No. 25 to its stock-based compensation awards to employees and will disclose the required pro forma effect on net income and earnings per share. 2. SHORT-TERM AND LONG-TERM DEBT On March 12, 1996, the Company, together with its commercial banks, amended the Revolving Credit Agreement and Term Loan agreement dated June 29, 1995. The amendment, among other matters, relaxed the performance pricing criteria and established lower interest rates based upon meeting these thresholds. The effect of the amendment was to lower Primark's effective rate 25 to 50 basis points when performance pricing is achieved. 3. CONTINGENCIES On June 24, 1994, a jury in a civil case in the Massachusetts Superior Court (the "Court") returned an unfavorable verdict against the two founders of TASC, and against TASC itself. The suit was brought by a former employee regarding a TASC stock transaction which took place in 1976, prior to the Company's acquisition of TASC in 1991. On June 28, 1994, the Court ordered that judgment be entered on the verdict requiring the two founders (but not TASC itself) to disgorge $19,800,000. Such amount accrues post-judgment interest at a statutory rate. As an alternative course of action, the plaintiff may pursue the two founders and TASC, jointly and severally for $48,600. Based on the adjudication, the Company has denied requests of the two founders for indemnification. Certain post-verdict motions (including a motion for judgment notwithstanding the verdict, and in the alternative, a motion for a new trial) are pending. While the outcome of these motions cannot be predicted with certainty, the Company believes it will not be required to pay any portion of this judgment. The Company has received notifications from the Michigan Department of Natural Resources of environmental contamination in the vicinity of natural gas storage fields in Michigan which the Company leases to an interstate pipeline company. The Company conducts no operations of its own on these properties. While the ultimate resolution of these matters cannot be predicted at this time, the Company believes that its existing reserves of approximately $250,000 are adequate for the resolution of such matters. 4 7 PRIMARK CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company and its subsidiaries are involved in certain other administrative proceedings and matters concerning issues arising in the ordinary course of business. Management cannot predict the final disposition of such issues, but believes that adequate provision has been made for the probable losses and the ultimate resolution of these proceedings will not have a material adverse effect on the accompanying consolidated financial statements. 4. REDEEMABLE PREFERRED STOCK On May 2, 1996, the Company received notification to convert the total outstanding shares of Primark Series A Cumulative Convertible Preferred Stock into shares of Primark common stock. The 674,943 preferred shares plus accrued and unpaid dividends, were converted into 1,164,276 shares of Primark common stock based upon the stated conversion rate of $14.49. The preferred shares were held entirely by the Profit Sharing and Stock Ownership Plan (PSSOP) of TASC, a wholly-owned subsidiary of the Company. 5. GENERAL Other than as described in Note 1 there have been no significant changes in the Company's principal accounting policies that were set forth in the Company's 1995 Annual Report and Form 10-K. Certain reclassifications have been made to the prior year's statements to conform with the 1996 presentation. The unaudited information furnished herein, in the opinion of management, reflects all adjustments necessary for a fair statement of the results of operations during the interim periods. The revenues, expenses, net income and earnings per share for the interim periods should not be construed as representative of revenues, expenses, net income and earnings per share for all or any part of the balance of the current year or succeeding periods. 5 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Primark reported net income of $7.5 million ($0.29 per share) and $13.6 million ($0.53 per share) for the three and six months ended June 30, 1996, respectively. These results reflect increases over 1995 net income before extraordinary items of $2.9 million (64.3%) and $4.9 million (54.1%) for the three and six month periods. Earnings per share before the 1995 extraordinary item, increased 38.1% and 26.2% for the three and six months, including the impact of an increase of over 30% in shares outstanding. The increase in common shares outstanding was the result of Primark's December, 1995 equity offering of 4.1 million shares and the May, 1996 conversion of 1.2 million shares associated with Primark's $16.9 million of convertible Preferred stock. The improvement in earnings reflect increases in revenue of 31.2% and 32.1% for the three and six months ended June 30, 1996. Earnings were further enhanced by a $2.3 million and a $3.2 million increase over 1995 for gains on foreign currency transactions for the quarter and year to date periods, respectively. Somewhat offsetting these improvements was a $1.8 million and a $4.0 million increase in interest expense, for the three and six month periods, respectively. The revenue improvements reflect the purchase of Disclosure and IBES in June of 1995, whose first six months of revenues were not reflected in the 1995 comparative results. Excluding the effects of the acquisition, Primark's other operations grew 11.5% and 12.8% for the quarter and year-to-date periods. Applied technology revenues, comprising the TASC and WSI business units, grew 10.3% for the quarter and 9.0% year-to-date. TASC's government services revenues increased 10.9% for the quarter, which is a continuation of the first quarter performance and resulted in a year-to-date improvement of 10.4%. The WSI weather division posted a 14.5% increase over 1995 second quarter revenue, marking an improvement from relatively flat first quarter results. The financial information businesses accounted for $30.0 million of the Company's $44.6 million of second quarter growth in revenues. Year-to-date the financial information businesses improved $58.8 million over 1995 while the Company as a whole improved $89.5 million. Within the financial information business mix Datastream grew 9.1% and 9.0% during the three and six month periods ended June 30, 1996, excluding the effects of currency. Datastream exhibited growth in all geographic regions, with the strongest quarterly performances in the Pacific basin at 22.1% and the Americas at 24.5%. The slowest growth was noted in the United Kingdom at 3.3% for the quarter, due to continued flat fund management sales and a heavily penetrated market for the existing Datastream research product. Although IBES's 1995 results were not included in Primark's 1995 reported results, revenues for IBES increased 17.7% over the second quarter of 1995 and 16.5% for the year-to-date period. IBES's growth reflects the success of the "IBES Express" product. Disclosure's year over year results continued to demonstrate the low growth patterns noted in the first quarter of 1996 with a 2.6% growth in the second quarter and a 3.3% growth rate for the year-to-date period. Disclosure's slow sales in 1996 resulted from some product delays as well as turnover in its domestic sales force. Primark's aircraft maintenance business, TIMCO grew revenues 27.1% for the second quarter and 39.3% year-to-date. The solid growth at TIMCO is a result of building added hanger space in the fourth quarter of 1995, coupled with TIMCO's ability to sell the added capacity in a growing market place for outsourced services. Capital Resources and Liquidity During the six months ended June 30, 1996, cash and cash equivalents decreased $6.3 million. Operating activities generated $16.9 million in cash of which $9.0 million was used to purchase Groupe DAFSA ("DAFSA") and $15.3 million to fund capital expenditures. During the second quarter, the trustees of the TASC PSSOP converted $16.9 million of its Series A Cumulative Convertible Preferred stock into 1,164,276 shares of Primark Common stock. During the first quarter of 1996, Primark changed the fiscal year end of Datastream and Vestek from November 30, to December 31. Pursuant to this change, the net income of these subsidiaries for December of 6 9 1995 was recorded to retained earnings. The impact of adjusting cash and intercompany accounts to comply with the new period was $2.5 million and is reflected as a cash inflow from operations in the Consolidated Statements of Cash Flows. Cash flows from operating activities provided $16.9 million of cash during the six months ended June 30, 1996, $3.5 million less than the prior year. The current year was impacted by working capital requirements which increased $15.0 million, partially offset by the increase in operations previously discussed. Increased receivables accounted for $20.1 million of working capital uses. TIMCO's receivable balance increased $8.4 million due to continued revenue growth. TASC's unbilled receivables increased $10.5 million due to the timing of billing government contracts. Financing activities for the first six months of 1996 provided $2.7 million, a decrease from the $175.1 million provided for the same period in 1995, most of which was used to fund the acquisition of Disclosure. Proceeds from option activity generated approximately $4.6 million of cash for the first half of 1996, during which the Company repaid $1.9 million of long-term debt. Investing activities used $25.7 million of cash during the six months ended June 30, 1996, compared to uses of $206.8 million during the first six months of 1995. The 1996 uses reflect the purchase of DAFSA for $9.0 million. DAFSA supplies company account information on all listed companies in France and ownership information on French companies through print and CD-ROM. The 1995 uses reflect the purchase of Disclosure for approximately $200.0 million in cash. Capital expenditures used $10.6 million through the first six months of 1996, an increase of $2.0 million over the first six months of 1995. Approximately $8.3 million of the capital expenditures were for computer equipment primarily at Datastream and Disclosure. Capitalized software expenditures increased $2.9 million over 1995 to $4.7 million for the six months ended June 30, 1996. The 1996 software expenditures include $4.1 million for development of new products at Datastream and Disclosure. Primark's revolving credit agreement of $75.0 million remains undrawn and together with invested cash, and the continued strong cash flows from operations, provides good liquidity for internal and external investment opportunities. 7 10 PART II -- OTHER INFORMATION ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS The Company's Annual Meeting of Shareholders was held on May 22, 1996 for the purpose of electing a board of directors, approving a long-term incentive agreement, and approving the appointment of independent auditors. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to management's solicitations. All of management's nominees for directors listed in the proxy statement were elected with the following vote: SHARES VOTED SHARES "FOR" % "WITHHELD" % ---------- ---- --------- --- Kevin J. Bradley................................ 21,007,188 99.1% 199,336 0.9% John C. Holt.................................... 21,116,808 99.6% 89,716 0.4% Joseph E. Kasputys.............................. 20,969,568 98.9% 236,956 1.1% Steven Lazarus.................................. 21,116,684 99.6% 89,840 0.4% Patricia G. McGinnis............................ 21,135,813 99.7% 70,711 0.3% Robert W. Stewart............................... 20,963,107 98.9% 243,417 1.1% Constance K. Weaver............................. 21,153,165 99.7% 53,359 0.3% The long-term incentive agreement was approved by the following vote: SHARES SHARES VOTED VOTED SHARES SHARES "FOR" % "AGAINST" % "ABSTAINING" % NOT VOTED - ----------- ---- --------- --- ------------ --- --------- 20,659,765 97.4% 401,202 1.9% 145,557 0.7% 0 The appointment of Deloitte & Touche as independent auditors was approved by the following vote: SHARES SHARES VOTED VOTED SHARES SHARES "FOR" % "AGAINST" % "ABSTAINING" % NOT VOTED - ----------- ---- --------- --- ------------ --- --------- 21,096,760 99.5% 56,663 0.3% 53,101 0.3% 0 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits EXHIBIT NUMBER DESCRIPTION PAGE ------- ------------------------------------------------------------------------- ---- 2-1 Purchase Agreement dated June 18, 1996 between Datastream International (France) SA and Talisman Management LTD.................................. 10-1 Lease Agreement by and between Parcel 33B Associates Limited Partnership and TASC, Inc............................................................ 10-2 Amendement to the Employment Agreement among John C. Holt, TASC, Inc. and the Company dated February 29, 1996, approved by shareholders on May 22, 1996............................................................. 27 Financial Data Schedule.................................................. (b) No reports on Form 8-K were filed during the quarter ended June 30, 1996. 8 11 SIGNATURE 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. PRIMARK CORPORATION Date: August 1, 1996 By: /s/ STEPHEN H. CURRAN ---------------------------------------------- Stephen H. Curran Senior Vice President and Chief Financial Officer (Principal Financial Officer) 9