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Exhibit 99.3
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
Throughout 2000, the Corporation embarked on initiatives to improve sales
productivity, reduce its cost structure and improve manufacturing and
distribution efficiency. Highlights of these initiatives and activities for the
year include:
- - Reduced everyday card shipments to lower retailer inventories and improve
greeting card department sales productivity.
- - Integrated Canadian manufacturing and distribution in the United States.
- - Finalized plans for the rationalization of various warehouse, distribution
and manufacturing facilities in the United Kingdom.
- - Completed various domestic and foreign acquisitions, the most significant
being Contempo Colours Inc., a Michigan-based party goods company.
- - Received approval from the Federal Trade Commission to acquire Gibson
Greetings Inc., the No. 3 greeting card company in the industry.
- - Established the Corporation's electronic marketing group,
AmericanGreetings.com, Inc. as a separate subsidiary.
Cash flow remained strong and the Corporation continued its share repurchase
program with the purchase of 4.6 million shares.
CONSOLIDATED RESULTS OF OPERATIONS
REVENUE
The Corporation's initiative to improve the productivity of retailer's
inventories resulted in a net sales decrease of 1.4% in 2000 compared to 1999.
While the Corporation did not achieve overall revenue growth, significant sales
gains were recorded in the UK market, as well as increased sales of seasonal
promotional boxed cards and gift wrap, party goods, candles and stationery in
the United States. In 1999, the net sales increase of .3% was adversely affected
by reduced seasonal shipments, subsidiary divestitures in 1998, and unfavorable
movements in certain foreign currencies.
Net sales of everyday cards declined 7.1% in 2000 over 1999 primarily as a
result of the productivity initiative in the United States. Everyday card sales
were again strong however, in the United Kingdom increasing 14.3% in 2000 over
1999 due to both increased productivity and increased market share. In 1999,
everyday card sales increased 4% reflecting strong US everyday sales and to
increased UK market share due to both improvements in the existing UK business
and the acquisition of Camden Graphics and Hanson White.
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During 2000, initiatives begun in the prior year to improve sell-through of
seasonal card sales resulted in a 19.3% decrease in seasonal card returns. As a
result, the Corporation further reduced seasonal card shipments in 2000 over
1999 to improve seasonal sales productivity. Net seasonal card sales decreased
2.6% in 2000 after decreasing 3.5% in 1999. Total unit sales of all greeting
cards decreased approximately 3% in 2000 after increasing 4% in 1999. Excluding
acquisitions, total unit sales would have decreased 1% in 1999.
Sales of non-card products were again strong in 2000 increasing 7.9% after
increasing 4.3% in 1999. Key components of this performance were significant
sales increases in both party goods and seasonal promotional gift wrap. Sales of
party goods increased over 86% in 2000 reflecting both the acquisition of
Contempo Colours, Inc. in the third quarter and core volume growth. Excluding
this acquisition, sales of non-card products would have increased 5.4%. Due to
gains in both new and existing customers, seasonal promotional gift wrap sales
increased 21% in 2000, after declining $13.1 million in 1999.
Other significant sales increases occurred in the following non-card products
categories: non-prescription reading glasses, candles and stationery.
The contribution of each major product category as a percent of net sales for
the past three years (due to the divestiture, excludes picture frames and hair
accessories from all three years) is:
2000 1999 1998
------------ ----------- ------------
Everyday Greeting Cards 45% 48% 47%
Seasonal Greeting Cards 20% 20% 22%
Gift Wrapping and Wrap Accessories 14% 14% 14%
All Other Products 21% 18% 17%
The All Other Products classification includes giftware, ornaments,
non-prescription reading glasses, party goods, candles, custom display fixtures,
stationery, educational products, stickers, calendars and balloons.
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EXPENSES AND PROFIT MARGINS
The Corporation's initiative to reduce everyday greeting card shipments and the
impact of its AmericanGreetings.com subsidiary decreased the pre-tax margin.
Excluding non-recurring items and special charges, pre-tax margins were 8.6% in
2000 compared to 13.4% in 1999 and 12.3% in 1998. Material, labor and other
production costs were 37.2% of net sales, including a $7.7 million inventory
write-down related to the integration of the Canadian and domestic operations.
See Restructuring Activities and Special Charges below for further discussion.
Excluding this charge, material, labor and other production costs were 36.9% of
net sales, up from 34.3% in 1999 and 36.0% in 1998. Key components of this
increase were increased sales of lower margin products and reduced production
levels which resulted in unfavorable manufacturing variances of $7.8 million in
the United States. The improvement in 1999 from 1998 was gained by both reducing
shipments of low margin seasonal cards, promotional gift wrap and other
accessories and by lowering the manufacturing costs of the remaining seasonal
products.
Selling, distribution and marketing expenses increased to 42.4% of net sales,
compared to 40.5% in 1999 and 39.9% in 1998. The increase over 1999 primarily
reflects additional costs for AmericanGreetings.com, Inc. of $20.3 million of
which $15.2 million relates to expenses associated with internet agreements and
$3.5 million for increased advertising costs. Additionally, based on the
strength of seasonal promotional gift wrap sales, order distribution costs
increased $9.9 million primarily due to increased freight costs. Competitive
costs in 2000 decreased slightly compared to 1999. Deferred costs and the
Corporation's method of accounting for them are described in Note G to the
Consolidated Financial Statements. The increase in selling, distribution and
marketing expenses in 1999 over 1998 was primarily due to a new national
advertising campaign and to increased in-store merchandiser costs due primarily
to store remodelings resulting from retailer consolidations.
Administrative and general expenses decreased $1.1 million in 2000 after
decreasing $5.3 million in 1999. Both 2000 and 1999 benefited from reduced costs
of corporate owned life insurance, while 2000 also reflected lower profit
sharing and other employee benefit costs of $4.6 million. Partially offsetting
these expense declines was an increase of $9.7 million for systems development
and infrastructure costs primarily associated with AmericanGreetings.com, Inc.
Other expense - net was $3.7 million in 2000, $1.3 million in 1999 and $4.5
million in 1998. The decrease in other expense - net in 1999 was primarily
attributable to a gain on the sale of an equity investment.
Interest expense amounted to $34.3 million in 2000, compared to $29.3 million in
1999 and $23.0 million in 1998. The Corporation's common stock repurchase
program and acquisitions were funded by both free cash flow and additional
borrowings in 2000 and 1999. As a result, debt less cash increased to $490.8
million at the end of 2000
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compared to $336.5 million last year. Slightly higher interest rates also
adversely impacted interest expense in 2000 and 1999.
The 2000 and 1999 effective tax rates were 36.0% compared to 35.0% in 1998. The
rate for 2000 includes a 2.1 percentage point benefit for utilization of a
foreign net operating loss carryforward while the rate for 1999 and 1998
reflected tax benefits of the corporate-owned life insurance. Those benefits
were reduced due to the phase out of the Federal income tax deduction for
interest on loans associated with these policies. The deduction for this
interest expense was entirely eliminated as of January 1, 1999. See Note N to
the Consolidated Financial Statements for details of the differences between the
Federal statutory rate and the effective tax rate.
RESTRUCTURING ACTIVITIES AND SPECIAL CHARGES
Fiscal 2000 - Fourth Quarter
During the fourth quarter, the Corporation recorded a $6.1 million ($4.8 million
net of tax, or earnings per share of $.08) restructure charge related to various
foreign operations. The primary component of this charge was for the
rationalization of various warehouse, distribution and manufacturing facilities
in the United Kingdom in order to increase operating efficiency and lower fixed
expenses. Additional initiatives include, to a lesser extent, the integration of
Mexican manufacturing in the United States and the realignment of various
business functions in Australia.
The restructure charge included $5.2 million for costs of severing employees,
$.6 million for lease exit costs, $.3 million for the write off of assets no
longer in use and other restructure costs. In total, approximately 336 positions
will be eliminated comprised of 304 hourly and 32 salaried employees. All
activities are expected to be completed by the end of 2001 and the Corporation
anticipates annual cost savings to be approximately $4.0 million.
Fiscal 2000 - Second Quarter
In connection with the Corporation's initiative to streamline its international
operations, the Corporation recorded a $40.4 million ($24.2 million net of tax,
or earnings per share of $0.36) special charge during the second quarter of
Fiscal 2000 relating primarily to the consolidation of the Canadian
manufacturing and distribution in the United States. Included in this special
charge is a $32.7 million restructure charge primarily for exit costs associated
with the closure of certain Canadian facilities and to a lesser extent, costs to
exit certain minor United Kingdom businesses. The remaining $7.7 million of the
special charge was recorded in material, labor, and other production costs for
the write-down of Canadian inventory to net realizable value.
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The restructure charge of $32.7 million includes $25.8 million of severance,
pension and personnel related items, $4.6 million of facility shut-down costs,
$1.5 million of lease exit costs and $0.8 million related to other restructure
costs. Approximately 520 hourly and 189 salaried Canadian employees will be
terminated as a result of the Corporation's realignment of its manufacturing and
distribution operations. As of February 29, 2000, 428 hourly and 178 salaried
employees have left the company. All activities associated with the Canadian
restructuring are expected to be completed by the end of August 2000 and the
Corporation anticipates annual aggregate cost savings to be approximately $12
million.
Fiscal 1999
During the third quarter of fiscal 1999, the Corporation recorded a restructure
charge of $13.9 million ($8.3 million net of tax, or earnings per share of
$0.12) which reflected management's efforts to optimize the Corporation's cost
structure and to provide for operational streamlining initiatives. This
restructure charge consisted of approximately $8.6 million of personnel-related
charges associated with the termination of 228 employees; $4.6 million of exit
costs associated with discontinuing the kiosk business; $0.4 million of costs
associated with carrying vacated office space until lease expiration or
sublease; and approximately $0.3 million of other restructure costs.
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The following table summarizes the provisions, payments and remaining reserves
associated with the restructure charges recorded in both 2000 and 1999.
Facility Kiosk Lease
Termination Shut-Down Exit Exit Other
Benefits Costs Costs Costs Costs Total
----------------- ---------------- ----------- ---------- --------- ------------
(Thousands of dollars)
Provision in 1999 $8,644 $4,618 $663 $13,925
Cash expenditures (5,019) (5,019)
Non-cash charges (3,362) (3,362)
----------------- ----------- --------- ------------
Balance 2/28/99 3,625 1,256 663 5,544
Provision in 2000 31,018 $4,634 $2,108 1,113 38,873
ACTIVITY RELATING TO
1999 PROVISION:
Cash expenditures (3,645) (620) (469) (4,734)
Non-cash charges (588) (588)
Change in estimate 162 (162)
ACTIVITY RELATING TO
2000 PROVISION:
Cash expenditures (1,646) (454) (930) (3,030)
Non-cash charges (4,358) (99) (162) (519) (5,138)
----------------- ---------------- ----------- ---------- --------- ------------
Balance 2/29/00 $25,156 $4,081 $48 $1,016 $626 $30,927
================= ================ =========== ========== ========= ============
Included in accounts payable and accrued liabilities at February 29, 2000 is
$30.9 million related to severance and other exit costs for those actions not
completed. The Corporation believes the remaining accrued restructure liability
is adequate for its remaining cash and non-cash obligations.
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Fiscal 1998 Special Item
In 1998 the Corporation divested the net assets of Acme Frame Products, Inc., a
manufacturer and distributor of picture frames and Wilhold, Inc., a manufacturer
and distributor of hair accessories. As a result of the transaction, the
Corporation recorded a non-recurring gain of $22.1 million ($13.2 million net of
tax, or earnings per share of $0.18).
NET INCOME AND EARNINGS PER SHARE
Net income of $90.0 million for 2000 reflected special charges relating to
initiatives to streamline its international operations and a net loss associated
with the Corporation's electronic marketing unit. Excluding special charges and
the net loss incurred by the Corporation's electronic marketing unit, adjusted
net income for 2000 was $131.5 million or $2.00 per share. This compares to net
income, excluding the impact of non-recurring items, of $188.6 million or $2.68
in 1999 and $176.9 million or $2.40 per share in 1998. Assuming dilution,
earnings per share excluding the net loss incurred by the Corporation's
AmericanGreetings.com subsidiary in 2000 and non-recurring items were $2.00 in
2000, $2.65 in 1999 and $2.37 in 1998.
SEGMENT INFORMATION
The Corporation is organized and managed according to a number of factors,
including product categories, geographic locations and channels of distribution.
The Social Expression Products segment primarily designs, manufacturers and
sells greeting cards and other products through various channels of distribution
with mass retailers as the primary channel. As permitted under SFAS 131, certain
operating divisions have been aggregated into the Social Expression Products
segment. These operating divisions have similar economic characteristics,
products, production processes, types of customers and distribution methods.
AmericanGreetings.com is a web-based provider of greetings and other social
communication content to consumers and web-based businesses.
SOCIAL EXPRESSION PRODUCTS SEGMENT
Net sales in 2000 decreased 5.2% due primarily to reduced everyday card
shipments in the United States. The effect of this retailer productivity
initiative was partially offset by significant growth in net sales of 23.6% in
the UK market. Net sales in 1999 increased 3.6% due primarily to sales growth in
the United Kingdom from both improvement in the existing business and the
favorable impact of two greeting card acquisitions. While total segment greeting
card unit sales decreased approximately 3% in 2000, unit sales in the UK
increased approximately 14%. Greeting card unit sales increased 5% in 1999 as a
result of the UK acquisitions.
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Segment earnings, net of intersegment items, decreased 28.1% in 2000 reflecting
the decrease in high margin everyday card sales in the United States partially
offset by the strength of the UK market. Segment earnings, net of intersegment
items, increased 7.2% in 1999 due primarily to a more favorable product mix,
increased everyday sales in the core United Kingdom business and the impact of
the two U.K. acquisitions.
AMERICANGREETINGS.COM, INC. SEGMENT
Net sales almost doubled in 2000 due to significant increases in subscription
revenue and to increased advertising revenue resulting from new online
distribution agreements with key internet service providers. The increase in
1999 reflects the first full year of operations for the emerging business and
the development of an internet growth strategy.
The segment loss in 2000 reflects the increased costs associated with the
amortization of payments relating to various internet distribution agreements
and increased advertising expenditures. Also impacting the 2000 results is the
Corporation's commitment to provide essential technological investment for
expanded internet services and increased volume growth. The increase in segment
earnings in 1999 compared to 1998 was attributable to growth in subscription
revenue.
YEAR 2000
In prior years, the Corporation discussed the nature and progress of its plans
to become Year 2000 compliant. In late calendar 1999, the Corporation completed
its remediation and testing of information technology ("IT") system programs. As
a result of those planning and implementation efforts, the Corporation
experienced no significant disruptions in any of its IT or non-IT business
systems and believes those systems responded to the Year 2000 date change. The
Corporation expended $11.5 million during 2000, of which $8.4 million was
expensed and $3.1 million was capitalized, in connection with remediating its
business systems and has expended $35.3 million cumulatively. The Corporation is
not aware of any material problems resulting from Year 2000 issues, either with
its products, its internal systems, or the products and services of third
parties. The Corporation will continue to monitor its business systems and those
of its suppliers and vendors throughout calendar 2000 to ensure that any latent
Year 2000 matters that may arise are addressed promptly.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow before acquisitions, divestitures and financing decreased $82.5
million in 2000 after increasing $54.2 million in 1999 primarily due to lower
net income. Cash flow provided by operating activities for 2000 decreased $42.7
million after increasing $16.1 million in 1999.
Deferred income tax expense increased $63.2 million in 2000 due to the
acceleration of certain expenses for tax purposes. In 1999, deferred income
taxes increased $11.2 million also due to the timing of expenses.
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Trade accounts receivable, net of the effect of acquisitions and divestitures,
used $35.9 million of cash in 2000 compared to $10.5 million in 1999. The
accounts receivable performance in 2000 primarily reflected strong fourth
quarter party goods and everyday gift wrap sales and timing of cash receipts.
The cash use in 1999 reflects an increase in extended payment terms granted to
customers. As a percent of net sales, accounts receivable were 19.8% in 2000,
17.7% in 1999 and 17.0% in 1998.
Inventories as a percent of material, labor and other production costs continued
to improve and were 30.8% in 2000, compared to 33.2% in 1999 and 34.3% in 1998.
In 2000, the Corporation realized a $19.3 million inventory reduction in both
Canada and the United States relating to the integration of Canadian
manufacturing and distribution in the United States and to other production
efficiencies. The improvement in 1999 reflects the Corporation's focus to reduce
production lead times and therefore inventory levels. The improvement in 1999
was driven by the greeting card divisions, where inventories declined $23.0
million, excluding acquisitions, from 1998 levels.
Other current assets used $52.1 million of cash in 2000 compared to $3.3 million
in 1999 and $4.2 million in 1998. This increase in 2000 reflected payments to
key internet service providers by AmericanGreetings.com, Inc., of $14.8 million
and an increase in refundable income taxes of $25.7 million.
Deferred costs, representing payments under agreements with certain retailers
(net of related amortization), used $5.6 million in 2000, down from the $65.6
million in 1999 and $15.0 million in 1998. The payments, which were made in
connection with both new and existing agreements, reflect the fluctuations
resulting from various contract payment and renewal dates. However, the deferred
costs which result from the payments are less volatile as they are amortized
over the effective period of the agreement. Total commitments under the
agreements are capitalized as deferred costs when the agreements are
consummated, and any future payment commitments are recorded as liabilities at
that time. Future payment commitments under existing agreements at the end of
2000 were $282.1 million with $118.3 million due within the next year. See Note
G to the Consolidated Financial Statements for further discussion of deferred
costs related to certain customer agreements.
Accounts payable and other liabilities used cash of $.7 million in 2000 compared
to providing cash of $24.2 million in 1999 and $10.4 million in 1998. The change
in 2000 reflects lower income tax accruals and employee profit sharing
liability.
Investing activities included the $35.5 million acquisition of Contempo Colours,
Inc. and an escrow payment of $30 million relating to the pending acquisition of
Gibson Greetings. In 1999, investing activities reflect the $53.0 million cash
portion of the acquisition of two greeting card companies in the United Kingdom.
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Capital expenditures were $50.8 million in 2000 down from $61.0 million in 1999
and $67.9 million in 1998. The decrease in 2000 reflects lower capitalized
system projects as the Corporation focused its efforts on Year 2000 remediation.
Expenditures in 1999 were principally for asset replacement, cost reduction,
system and productivity improvements. Capital expenditures are expected to be
approximately $75 million in 2001.
Investing activities other than capital expenditures and acquisitions and
divestitures used $20.9 million of cash in 2000 compared to providing $29.0
million of cash in 1999. The use of cash in 2000 reflects a supply agreement
loan to a customer and lower cash distributions received from the Corporation's
investment in corporate owned life insurance. The cash provided in 1999 reflects
cash distributions received from the Corporation's investment in corporate owned
life insurance and proceeds from the sale of Artistic Greetings stock.
In March 1998, the Corporation announced that its Board of Directors authorized
a repurchase of up to 4 million shares of Class A stock. During 1999, 2.9
million shares were repurchased under this program at an average price of $42.73
per share or $124.2 million. The final 1.1 million shares of stock under this
program were repurchased in March 1999 at an average price of $23.33 per share
or $25.5 million. The entire 4.0 million shares were purchased at an average
price of $37.42 per share or a total of $149.7 million. The Corporation on
February 24, 1999 again announced its intention to repurchase an additional 5
million shares of Class A stock. During 2000, 3.5 million shares were
repurchased under this program at an average price of $29.79 per share or $104.5
million. In total, 4.6 million shares were repurchased during 2000 at an average
price of $28.25 per share or approximately $130 million.
Net cash used in financing activities was $114.4 million, primarily related to
the Corporation's stock repurchase program of $130 million and dividend payments
of $51.2 million, partially offset by a net increase in total debt of $65.8
million. The Corporation's total 2000 dividend payment was $51.2 million
compared to $52.4 million in 1999. In 1999, the Corporation utilized a portion
of the proceeds from the sales of $300 million of debt securities to effectively
shift much of its previously short-term debt to long-term. The remaining portion
of the proceeds were used to fund various other activities including the
Corporation's share repurchase programs. Debt as a percent of total
capitalization in 2000 increased to 30.6% compared to 26.3% in 1999 and 20.6% in
1998.
The Corporation's operating cash flow and existing credit facilities are
expected to meet currently anticipated funding requirements. The seasonal nature
of the business results in peak working capital requirements which are financed
through short term borrowings. See Note H to the Consolidated Financial
Statements for further discussion of the Corporation's credit facilities.
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MARKET RISK
The Corporation's market risk is impacted from changes in interest rates and
foreign currency exchange rates. The Corporation manages interest rate exposure
through a mix of fixed and floating rate debt. Most of the Corporation's debt
has a fixed rate, limiting its exposure to fluctuations in interest rates. To
date, risks associated with interest rate movements have not been significant
and are not expected to be so in the near term.
Approximately 19% of the Corporation's 2000 revenues were generated from
operations outside the United States. Operations in Australasia, Canada, France,
Malaysia, Mexico, South Africa, and the United Kingdom, are denominated in
currencies other than U.S. dollars. Each of these operations conducts
substantially all of its business in its local currency and is not subject to
material operational risks associated with fluctuations in exchange rates. While
intercompany balances with the parent company are denominated in U.S. dollars,
the Corporation's multi-currency credit facility provides the foreign operations
the ability to satisfy these balances and reduce exchange risk. Additionally,
the Corporation's net income was not materially impacted by the translation of
the foreign operations' currencies into U.S. dollars. Exposure to exchange rate
fluctuations historically have not been significant however, no assurance can be
given that future results will not be adversely affected by significant changes
in foreign currency exchange rates.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
No.133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS
133). In June 1999, the FASB issued SFAS No. 137 which defers the effective date
of SFAS 133 and requires the Corporation to adopt March 1, 2001. The Corporation
is currently assessing the effect of adopting SFAS 133 but does not anticipate a
material impact on the results of operations due to the Corporation's minimal
use of derivatives.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101), which
among other guidance, clarifies the Staff's views on various revenue recognition
and reporting matters. As a result, effective March 1, 2000, the Company will
adopt a change in its method of accounting for certain shipments of seasonal
product. The implementation of this change will be accounted for as a change in
accounting principle and applied cumulatively as if the change occurred at March
1, 2000. The effect of the change will be a one-time non-cash reduction to the
Company's earnings of approximately $21 million in fiscal 2001. Had this change
been adopted effective March 1, 1999, fiscal 2000 net sales and earnings before
the cumulative effect of this accounting change would not have been materially
impacted.
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While the effect of the change may impact future quarterly results, it will not
impact the Company's reported cash flows, and is not expected to have a material
impact on fiscal 2001 income before the cumulative effect or fiscal 2001 net
sales.
FACTORS THAT MAY AFFECT FUTURE RESULTS
On March 2, 2000, the Federal Trade Commission approved the proposed acquisition
of all outstanding shares of Gibson Greetings Inc. common stock in a cash
transaction estimated at $163 million. The cash tender offer was completed and
the acquisition was closed on March 9, 2000. Initially this transaction will be
financed by short-term commercial paper borrowings however, the Corporation is
exploring long-term financing options. Gibson Greetings Inc. is the No. 3
greeting card company in the industry and provides growth opportunities to the
Corporation's U.S. and international greeting card businesses and its electronic
marketing unit. The Corporation has developed an integration strategy and while
some integration costs are likely over the next year, the full extent of these
costs cannot be quantified at this time. The Corporation expects to realize
significant operating synergies and cost reductions from the Gibson transaction
which is expected to be accretive to earnings in 2002.
The Corporation has maintained a strong customer base in a wide variety of
channels of distribution through its investment in deferred costs related to
agreements with certain retailers and other competitive arrangements. The
agreements have lessened the impact to the Corporation from loss of business due
to the retailer consolidations which continued, to a lesser extent, in 2000.
These agreements have been a strategic element of the Corporation's growth and
the financial condition of the retail customers is continually evaluated and
monitored to reduce risk.
The Corporation has included in the Annual Report certain information other than
historical facts that may constitute "forward-looking" information. Actual
results may differ materially from these projected in the "forward-looking"
statements, including but not limited to the risks discussed above, as well as
retail bankruptcies, a weak retail environment and competitive terms of sale
offered to customers to expand or maintain business. Other risks, which are not
all-inclusive, include the demand for the Corporation's goods and services;
competitive factors in the industries in which the Corporation competes; the
ability to achieve anticipated synergies and other cost savings in connection
with acquisitions; the timing, impact and other uncertainties of future
acquisitions; as well as economic conditions in the various markets served by
the Corporation's operations.
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