1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-12255
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YELLOW CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 48-0948788
--------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10990 Roe Avenue, P.O. Box 7563, Overland Park, Kansas 66207
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(Address of principal executive offices) (Zip Code)
(913) 696-6100
--------------------------------------------------
(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 Sections 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1996
-------------------------- -------------------------------
Common Stock, $1 Par Value 28,105,797 shares
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YELLOW CORPORATION
INDEX
Item Page
- ---- ----
PART I
------
1. Financial Statements
Consolidated Balance Sheets -
September 30, 1996 and December 31, 1995 3
Statements of Consolidated Income -
Three and Nine Months Ended September 30, 1996 and 1995 4
Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
PART II
5. Other Information 13
6. Exhibits and Reports on Form 8-K 13
Signatures 13
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
Yellow Corporation and Subsidiaries
September 30, 1996 and December 31, 1995
(Amounts in thousands except share data)
(Unaudited)
September 30 December 31
1996 1995
------------ -----------
ASSETS
CURRENT ASSETS:
Cash $ 17,089 $ 25,861
Short-term investments - 5,414
Accounts receivable 299,884 323,814
Refundable income taxes - 49,529
Prepaid expenses and other 37,016 80,392
---------- ----------
Total current assets 353,989 485,010
---------- ----------
PROPERTY AND EQUIPMENT:
Cost 1,994,650 1,989,389
Less - Accumulated depreciation 1,133,184 1,067,541
---------- ----------
Net property and equipment 861,466 921,848
---------- ----------
OTHER ASSETS 26,583 28,039
---------- ----------
$1,242,038 $1,434,897
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Unsecured bank credit lines $ 4,000 $ 9,000
Accounts payable and checks outstanding 98,963 154,653
Wages and employees' benefits 129,143 134,178
Other current liabilities 147,356 142,040
Current maturities of long-term debt 3,138 2,925
---------- ----------
Total current liabilities 382,600 442,796
---------- ----------
OTHER LIABILITIES:
Long-term debt 220,484 341,648
Deferred income taxes 45,516 56,032
Claims, insurance and other 173,840 171,744
---------- ----------
Total other liabilities 439,840 569,424
---------- ----------
SHAREHOLDERS' EQUITY:
Common stock, $1 par value 28,858 28,858
Capital surplus 6,678 6,678
Retained earnings 401,682 404,761
Treasury stock (17,620) (17,620)
---------- ----------
Total shareholders' equity 419,598 422,677
---------- ----------
$1,242,038 $1,434,897
========== ==========
The accompanying notes are an integral part of these statements.
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STATEMENTS OF CONSOLIDATED INCOME
Yellow Corporation and Subsidiaries
For the Quarter and Nine Months Ended September 30, 1996 and 1995
(Amounts in thousands except per share data)
(Unaudited)
Third Quarter Nine Months
--------------- -----------------
1996 1995 1996 1995
----- ---- ---- ----
OPERATING REVENUE $790,444 $771,965 $2,291,407 $2,310,788
-------- -------- ---------- ----------
OPERATING EXPENSES:
Salaries, wages and benefits 517,838 523,470 1,524,409 1,540,131
Operating expenses and supplies 115,750 118,607 353,323 352,345
Operating taxes and licenses 27,898 28,512 85,598 85,778
Claims and insurance 19,392 17,124 53,688 54,346
Communications and utilities 10,484 11,166 32,770 33,175
Depreciation 32,423 33,694 98,560 101,573
Purchased transportation 42,564 51,758 118,701 141,339
-------- -------- ---------- ----------
Total operating expenses 766,349 784,331 2,267,049 2,308,687
-------- -------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS 24,095 (12,366) 24,358 2,101
-------- -------- ---------- ----------
NONOPERATING (INCOME) EXPENSES:
Interest expense 4,487 6,274 16,542 17,051
Other, net 168 (186) (228) (3,876)
-------- -------- ---------- ----------
Nonoperating expenses, net 4,655 6,088 16,314 13,175
-------- -------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES 19,440 (18,454) 8,044 (11,074)
INCOME TAX PROVISION (BENEFIT) 10,501 (6,820) 11,337 (3,677)
-------- -------- ---------- ----------
NET INCOME (LOSS) $ 8,939 $(11,634) $ (3,293) $ (7,397)
======== ======== ========== ==========
AVERAGE COMMON SHARES OUTSTANDING 28,106 28,106 28,106 28,106
======== ======== ========== ==========
EARNINGS (LOSS) PER SHARE $ .32 $ (.41) $ (.12) $ (.26)
======== ======== ========== ==========
The accompanying notes are an integral part of these statements.
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STATEMENTS OF CONSOLIDATED CASH FLOWS
Yellow Corporation and Subsidiaries
For the Nine Months Ended September 30, 1996 and 1995
(Amounts in thousands)
(Unaudited)
1996 1995
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OPERATING ACTIVITIES:
Net cash from operating activities $150,964 $ 17,275
-------- --------
INVESTING ACTIVITIES:
Acquisition of property and equipment (49,843) (140,150)
Proceeds from disposal of property and equipment 10,808 16,119
Purchases of short-term investments (1,684) (6,707)
Proceeds from maturities of short-term investments 7,098 7,519
Proceeds from sale of CSI/Reeves, Inc., net - 5,106
-------- --------
Net cash used in investing activities (33,621) (118,113)
-------- --------
FINANCING ACTIVITIES:
Unsecured bank credit line borrowings, net (5,000) 17,500
Commercial paper borrowings, net (90,176) 71,607
Proceeds from issuance of long-term debt - 47,748
Repayment of long-term debt (30,939) (22,349)
Cash dividends paid to shareholders - (13,210)
Reduction of Stock Sharing Plan debt guarantee - (4,961)
Shares allocated by Stock Sharing Plan - 4,961
Other, net - (1)
-------- --------
Net cash (used in) from financing activities (126,115) 101,295
-------- --------
NET INCREASE (DECREASE) IN CASH (8,772) 457
CASH, BEGINNING OF PERIOD 25,861 17,613
-------- --------
CASH, END OF PERIOD $ 17,089 $ 18,070
========= ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes (received) paid, net $(35,094) $ 10,313
======== ========
Interest paid $ 14,155 $ 12,959
======== ========
The accompanying notes are an integral part of these statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Yellow Corporation and Subsidiaries
1. The accompanying consolidated financial statements include the accounts
of Yellow Corporation and its wholly-owned subsidiaries (the company) and
have been prepared by the company, without audit by independent public
accountants, pursuant to the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, all normal recurring
adjustments necessary for a fair statement of the results of operations
for the interim periods included herein have been made. Certain
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have
been condensed or omitted from these statements pursuant to such rules and
regulations. Accordingly, the accompanying consolidated financial
statements should be read in conjunction with the consolidated financial
statements included in the company's 1995 Annual Report to Shareholders.
2. The company provides freight transportation services primarily to the
less-than-truckload (LTL) market in North America through its
subsidiaries, Yellow Freight System, Inc. (Yellow Freight), Preston
Trucking Company, Inc. (Preston Trucking), Saia Motor Freight Line, Inc.
(Saia) and WestEx, Inc. (WestEx). Yellow Technology Services, Inc.
(Yellow Technology) supports the company's subsidiaries - primarily Yellow
Freight - with information technology. Yellow Freight, the company's
principal subsidiary, comprises approximately 77% of total revenue while
Preston Trucking comprises approximately 14% and Saia comprises
approximately 8%.
3. Effective January 1, 1996, the company adopted the Financial Accounting
Standards Board Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The
adoption has not had a material impact on the financial condition or
results of operations of the company.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL CONDITION
September 30, 1996 Compared to December 31, 1995
Effective August 2, 1996, Yellow Freight entered into a purchase agreement
with a major bank which allows Yellow Freight to sell an interest of up to $150
million in a defined pool of accounts receivables. The agreement involves the
sale of the receivables to a special purpose corporation, Yellow Receivables
Corporation, whose assets will be available to satisfy its obligations prior to
any distribution to Yellow Freight. This facility supplements the company's
other existing borrowing sources and provides access to the A-1/P-1 rated
commercial paper market.
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FINANCIAL CONDITION (continued)
Working capital decreased $70.8 million during the first nine months of
1996, resulting in a $28.6 million deficit working capital position at
September 30, 1996 compared to a $42.2 million positive position at December
31, 1995. The decrease in working capital was mostly the result of a $45.2
million federal tax refund received in April and the sale of $50 million in
accounts receivable during the third quarter of 1996 under Yellow Freight's
receivables purchase agreement described above. Proceeds from these
transactions were used to pay down debt and for general corporate purposes.
The company can operate with a deficit working capital position because of
rapid turnover of accounts receivable, effective cash management and ready
access to funding provided by commercial paper, medium-term notes and flexible
banking agreements.
Accounts receivable decreased $23.9 million during the first nine months
of 1996 representing $50 million in sales proceeds from the receivables
purchase agreement, partially offset by growth of $26.1 million. The growth
was caused by a 17% increase in revenue levels during September 1996 compared
to December 1995. Approximately one half of this growth was offset by
improvement in days sales outstanding, primarily at Yellow Freight.
Total debt decreased by $126.0 million during the first nine months of
1996, reflecting the $23.0 million cash dividend from Canadian operations in
March, the $45.2 million federal tax refund in April and the $50.0 million in
receivables sold during the third quarter. Net capital expenditures for the
first nine months of 1996 were $39.0 million, substantially less than the $98.6
million of depreciation expense during the period. It is anticipated that the
remaining net capital spending for 1996 will be less than $10 million.
RESULTS OF OPERATIONS
Comparison of Three Months Ended September 30, 1996 and 1995
Yellow Corporation reported net income for the quarter of $8.9 million, or
$.32 per share, compared to a net loss of $11.6 million, or $.41 per share, in
the third quarter of 1995. Third quarter 1996 operating revenue was $790.4
million, a 4.2% increase over the same period last year when revenue on a
comparable basis was $758.6 million. Total revenue for the third quarter of
1995 was $772.0 million, including $13.4 million from subsidiaries that have
been realigned or sold.
The company's results are benefiting from aggressive cost reduction and
productivity improvement initiatives. Although the company has seen some
margin improvement, returns to shareholders remain unacceptable. Additional
steps in restructuring and cost cutting will be taken prior to the end of the
year as part of its program to improve profitability.
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RESULTS OF OPERATIONS (continued)
Yellow Freight recorded operating revenue of $604.5 million in the third
quarter of 1996 compared to $597.0 million in the third quarter of 1995, an
increase of 1.3%. This increase was caused mainly by a 2.6% increase in
revenue per ton reflecting a 2.2% increase in LTL pricing and a small decrease
in LTL tonnage. The pricing improvement included the benefit of a fuel
surcharge implemented on September 3, 1996 for Yellow Freight's general tariff
customers, comprising approximately 50% of total business, and certain
non-tariff customers.
Yellow Freight with an operating ratio of 96.3, recorded operating income
of $22.3 million in the third quarter of 1996 compared to an operating loss of
$5.7 million, or an operating ratio of 101.0 during the third quarter of 1995.
While revenue per ton was up 2.6%, cost per ton decreased 2.5% for the third
quarter compared to the same period last year. This performance reflects
improved revenue as well as cost reduction initiatives, which more than offset
a 3.8% Teamster wage and benefit increase on April 1 and increased fuel prices.
The cost reduction initiatives include a 6.4% improvement in Yellow Freight's
load average from the third quarter of 1995 when new service enhancements were
implemented, and cost savings pursuant to a $75 million annual savings plan
announced in January 1996. The cost savings plan primarily involves expense
reductions in general sales and administrative expenses as well as improved
labor productivity due to benchmarking and best practices initiatives.
Preston Trucking recorded operating revenue of $108.0 million in the third
quarter of 1996 compared to $103.3 million in the third quarter of 1995, an
increase of 4.5%. The quarter saw a 3.5% increase in LTL pricing and a 1.2%
increase in LTL tonnage. Preston Trucking improved its performance from the
first two quarters of the year, recording an operating ratio of 99.8 compared
to a third quarter 1995 operating ratio of 102.9 or an operating loss of $3.0
million. Preston remains focused on achieving adequate profitability. This
includes leveraging its high service offering to improve prices and tonnage,
while continuing effective cost control.
Saia Motor Freight, with a 97.1 operating ratio, contributed operating
income of $2.0 million on revenue of $68.9 million for the third quarter of
1996. This compares to operating income of $2.0 million on revenue of $53.8
million in the third quarter of 1995. Saia's LTL tonnage increased 28 percent
this quarter compared to the same period last year. Third quarter claims and
employee related expenses increased and Saia management is focused on reducing
these expenses to historical levels to produce the expected margin improvement.
WestEx continues to perform according to expectations, doubling revenue.
Increased load density and improved margins are planned for 1997.
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RESULTS OF OPERATIONS (continued)
Comparison of Nine Months Ended September 30, 1996 and 1995
For the first nine months of 1996, operating revenue was $2.29 billion, a
1.3% increase over the same period last year when revenue on a comparable basis
was $2.26 billion. Total revenue for the first nine months of 1995 was $2.31
billion, including $49.1 million from subsidiaries that have been realigned or
sold. The net loss for the first nine months of 1996 was $3.3 million, or $.12
per share, compared to a net loss of $7.4 million, or $.26 per share, for the
same period last year. A non-recurring income tax charge and severe winter
storms negatively impacted the company's first quarter 1996 performance causing
the loss for the first nine months of this year. The non-recurring tax charge
amounted to $6.7 million, or $.24 per share, and resulted from a cash dividend
from Canadian operations of $23.0 million which was used to pay down debt.
Yellow Freight recorded operating revenue of $1.76 billion in the first
nine months of 1996 compared to $1.78 billion in the first nine months of 1995,
a 1.3% decrease. This decrease reflects lower tonnage levels partially offset
by an improvement in revenue per ton. Operating income for the first nine
months of 1996 was $28.9 million compared to $11.4 million in the same period
last year. The operating income improvement is due to improved pricing and the
reversal of a decrease in the system load average caused by a transit time
improvement program implemented in the third quarter of 1995. These
improvements were partially offset by severe winter storms in the first quarter
of 1996 and contractually higher labor expenses.
Operating revenue for Preston Trucking in the first nine months of 1996
was $311.7 million, equal to the $311.5 million in the first nine months of
1995. This reflects improvement in revenue per ton offset by lower tonnage
levels. The operating loss in the first nine months of 1996 was $6.8 million
compared to an operating loss of $2.6 million in the same period last year.
During the first quarter of 1996, Preston employees agreed to freeze wages
in lieu of the standard contract increase scheduled for April 1, 1996. This
action combined with a wage reduction plan approved in 1994 caused the discount
of Preston wages to full scale pay rates to increase from approximately 5.0% to
7.0%. Preston's operating performance deterioration compared to the first nine
months of 1995 is primarily due to the extreme adverse impacts suffered from
the severe winter weather in the first quarter of 1996 as its service area is
concentrated in the Northeast and upper Midwest.
Saia recorded operating revenue of $195.1 million in the first nine months
of 1996 compared to $154.4 million in the same period of 1995, an increase of
26.4%. The increased revenue reflects a greater number of shipments handled
this year compared to 1995. Operating income was $8.6 million for the first
nine months of 1996 compared to $7.3 million in the same period last year. For
the balance of the year, Saia plans to continue to build its revenue density
while controlling expenses in order to improve its operating margin.
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Yellow Freight System, Inc.
Financial Information
For the Quarter and Nine Months Ended September 30
(Amounts in thousands)
Third Quarter % Nine Months %
----------------- --------------------
1996 1995 Change 1996 1995 Change
------- -------- -------- --------- --------- ------
Operating revenue 604,477 596,998 1.3 1,761,182 1,784,291 (1.3)
Operating income 22,343 (5,712) 28,898 11,350
Operating ratio 96.3 101.0 98.4 99.4
Total assets at September 30 879,279 1,043,294
Third Quarter
Third Quarter % Amount/Workday %
------------------ ----------------
1996 1995 Change 1996 1995 Change
-------- -------- ------- ------- ------- -------
Workdays (64) (63)
------- -------
F/S Revenue LTL 546,498 537,224 1.7 8,539.0 8,527.4 .1
TL 56,407 56,424 - 881.4 895.6 (1.6)
Other 1,572 3,350 (53.1) 24.6 53.2 (53.8)
Total 604,477 596,998 1.3 9,445.0 9,476.2 (.3)
Revenue excluding LTL 546,498 537,224 1.7 8,539.0 8,527.4 .1
revenue recognition TL 56,407 56,424 - 881.4 895.6 (1.6)
adjustment Other 1,859 - 29.0 -
Total 604,764 593,648 1.9 9,449.4 9,423.0 .3
Tonnage LTL 1,743 1,751 (.5) 27.23 27.79 (2.0)
TL 403 416 (3.1) 6.30 6.60 (4.6)
Total 2,146 2,167 (1.0) 33.53 34.40 (2.5)
Shipments LTL 3,448 3,412 1.1 53.88 54.16 (.5)
TL 54 56 (3.6) .84 .89 (5.1)
Total 3,502 3,468 1.0 54.72 55.05 (.6)
Revenue/cwt. LTL 15.68 15.34 2.2
TL 6.99 6.78 3.1
Total 14.05 13.70 2.6
Revenue/shipment LTL 158.49 157.48 .6
TL 1,044.37 1,015.56 2.8
Total 172.15 171.23 .5
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Preston Trucking Company, Inc.
Financial Information
For the Quarter and Nine Months Ended September 30
(Amounts in thousands)
Third Quarter % Nine Months %
----------------- -----------------------
1996 1995 Change 1996 1995 Change
------- -------- ----------- --------- -------- ------
Operating revenue 107,990 103,332 4.5 311,672 311,458 .1
Operating income (loss) 216 (2,995) (6,846) (2,597)
Operating ratio 99.8 102.9 102.2 100.8
Total assets at September 30 156,091 174,300
Third Quarter
Third Quarter % Amount/Workday %
---------------- ----------------
1996 1995 Change 1996 1995 Change
------- ------- ------- ------- ------- ------
Workdays (64) (63)
------- -------
F/S Revenue LTL 94,892 90,580 4.8 1,482.7 1,437.8 3.1
TL 11,637 11,459 1.6 181.8 181.9 -
Other 1,461 1,293 13.0 22.8 20.5 11.2
Total 107,990 103,332 4.5 1,687.3 1,640.2 2.9
Revenue excluding LTL 94,892 90,696 4.6 1,482.7 1,439.6 3.0
revenue recognition TL 11,637 11,474 1.4 181.8 182.1 (.2)
adjustment Other 1,522 1,295 17.5 23.8 20.6 15.7
Total 108,051 103,465 4.4 1,688.3 1,642.3 2.8
Tonnage LTL 475 470 1.1 7.42 7.46 (.5)
TL 125 126 (.8) 1.95 2.00 (2.3)
Total 600 596 .7 9.38 9.46 (.9)
Shipments LTL 884 871 1.5 13.81 13.83 (.1)
TL 18 18 - .28 .29 (1.5)
Total 902 889 1.5 14.09 14.11 (.1)
Revenue/cwt. LTL 9.98 9.64 3.5
TL 4.65 4.55 2.2
Total 8.87 8.57 3.5
Revenue/shipment LTL 107.35 103.99 3.2
TL 653.14 643.46 1.5
Total 118.13 114.79 2.9
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Saia Motor Freight Line, Inc.
Financial Information
For the Quarter and Nine Months Ended September 30
(Amounts in thousands)
Third Quarter % Nine Months %
---------------- ------------------
1996 1995 Change 1996 1995 Change
------- ------- ------ -------- -------- ------
Operating revenue 68,946 53,846 28.0 195,093 154,370 26.4
Operating income 2,016 1,954 8,644 7,278
Operating ratio 97.1 96.4 95.6 95.3
Total assets at September 30 163,625 142,850
Third Quarter
Third Quarter % Amount/Workday %
---------------- ----------------
1996 1995 Change 1996 1995 Change
------- ------- ------- ------- ------- -------
Workdays (64) (63)
------- -------
F/S Revenue LTL 61,463 47,167 30.3 960.4 748.7 28.3
TL 7,483 6,679 12.0 116.9 106.0 10.3
Total 68,946 53,846 28.0 1,077.3 854.7 26.0
Revenue excluding LTL 61,563 47,244 30.3 961.9 749.9 28.3
revenue recognition TL 7,495 6,690 12.0 117.1 106.2 10.3
adjustment Total 69,058 53,934 28.0 1,079.0 856.1 26.0
Tonnage LTL 378 295 28.1 5.91 4.68 26.1
TL 130 134 (3.0) 2.03 2.13 (4.5)
Total 508 429 18.4 7.94 6.81 16.6
Shipments LTL 712 564 26.2 11.13 8.95 24.3
TL 14 13 7.7 .22 .21 6.1
Total 726 577 25.8 11.34 9.16 23.9
Revenue/cwt. LTL 8.14 7.99 1.9
TL 2.87 2.49 15.3
Total 6.79 6.27 8.3
Revenue/shipment LTL 86.31 83.66 3.2
TL 548.82 525.08 4.5
Total 95.00 93.40 1.7
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PART II - OTHER INFORMATION
Item 5. Other Information
On October 25, 1996 Standard and Poor's Equity Services announced that
effective with the close of trading on November 1, the company would no longer
be included in the S&P 500 Index. On November 1, 1996 the company experienced
an unusually high level of trading activity in its common stock, presumably
from this announcement which has caused investors such as S&P 500 Index funds
to sell the company's stock independent of the improved performance
demonstrated in its recently released third quarter results.
George E. Powell III, former President and CEO of the company, resigned
from the Board of Directors effective September 30, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(10.6) - Receivables Purchase Agreement
(10.7) - Receivables Sale Agreement
(27) - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
On September 16, 1996 a Form 8-K was filed under Item 5, Other Events,
which reported that the company announced on September 6, 1996 that William
D. Zollars will become the new President of Yellow Freight System, Inc.,
the company's largest subsidiary.
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.
YELLOW CORPORATION
----------------------------------------
Registrant
Date: November 11, 1996 /s/ A. Maurice Myers
----------------------------------------
A. Maurice Myers
Chairman of the Board of Directors,
President & Chief Executive Officer
Date: November 11, 1996 /s/ H. A. Trucksess, III
----------------------------------------
H. A. Trucksess, III
Senior Vice President - Finance/
Chief Financial Officer &
Treasurer
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