1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 April 30, 2000 or [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from ______________ to ______________ Commission file number: 0-8454 JLG INDUSTRIES, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1199382 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 JLG Drive, McConnellsburg, PA 17233-9533 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (7l7) 485-5161 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 --- --- At May 24, 2000, there were 43.6 million shares of capital stock of the Registrant outstanding. 2 TABLE OF CONTENTS ITEM - ---- PART 1 1. FINANCIAL INFORMATION................................................. 1 CONSOLIDATED CONDENSED BALANCE SHEETS............................. 1 CONSOLIDATED CONDENSED STATEMENTS OF INCOME....................... 2 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS................... 3 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.............. 4 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................... 7 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............ 10 INDEPENDENT ACCOUNTANTS' REVIEW REPORT....................................... 11 PART II 6. EXHIBITS AND REPORTS ON FORM 8-K...................................... 12 SIGNATURES .................................................................. 12 3 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) April 30, July 31, 2000 1999 ----------- -------- (Unaudited) ASSETS Cash $ 4,531 $ 19,033 Accounts receivable 246,782 162,820 Inventories 189,802 125,571 Other current assets 15,435 8,563 -------- -------- Total current assets 456,550 315,987 Property, plant and equipment 103,280 100,534 Equipment held for rental 17,927 23,068 Goodwill 151,466 155,655 Other assets 31,427 30,573 -------- -------- $760,650 $625,817 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Short-term debt and current portion of long-term debt $ 8,065 $ 3,281 Accounts payable 88,091 78,793 Accrued expenses 51,386 57,598 -------- -------- Total current liabilities 147,542 139,672 Long-term debt, less current portion 269,202 172,512 Accrued postretirement benefits 22,575 21,471 Other long-term liabilities 10,238 9,463 Provisions for contingencies 12,410 11,416 Shareholders' equity Capital stock: Authorized shares: 100,000 at $.20 par Outstanding shares: 43,623; fiscal 1999 - 44,250 8,725 8,850 Additional paid-in capital 12,285 17,246 Unearned compensation (1,592) (1,324) Accumulated other comprehensive income (4,096) (3,495) Retained earnings 265,675 250,006 -------- -------- Total shareholders' equity 298,683 271,283 -------- -------- $760,650 $625,817 ======== ======== The accompanying notes are an integral part of these financial statements. 1 4 JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended April 30, April 30, 2000 1999 2000 1999 -------- -------- -------- -------- Net sales $291,564 $196,747 $716,427 $463,637 Cost of sales 227,604 152,636 561,300 358,293 -------- -------- -------- -------- Gross profit 63,960 44,111 155,127 105,344 Selling, administrative and product development expenses 28,360 18,558 81,678 49,858 Goodwill amortization 1,546 -- 4,633 -- -------- -------- -------- -------- Income from operations 34,054 25,553 68,816 55,486 Other income (deductions): Interest expense (5,891) (108) (14,791) (219) Miscellaneous, net 482 462 545 1,822 -------- -------- -------- -------- Income before taxes 28,645 25,907 54,570 57,089 Income tax provision 10,517 8,608 20,109 18,210 -------- -------- -------- -------- Net income $ 18,128 $ 17,299 $ 34,461 $ 38,879 ======== ======== ======== ======== Earnings per common share $ .41 $ .40 $ .79 $ .89 ======== ======== ======== ======== Earnings per common share - Assuming dilution $ .40 $ .39 $ .76 $ .87 ======== ======== ======== ======== Cash dividends per share $ .01 $ .005 $ .025 $ .015 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. 2 5 JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended April 30, 2000 1999 --------- -------- Operations Net income $ 34,461 $ 38,879 Adjustments for noncash items: Depreciation and amortization 20,104 14,147 Other 3,672 3,821 Changes in selected working capital items: Accounts receivable (83,919) (41,268) Inventories (64,166) (27,997) Accounts payable 9,297 16,050 Changes in other assets and liabilities (13,884) (2,656) --------- -------- Cash (used for) provided by operations (94,435) 976 Investments Purchases of property, plant and equipment (16,723) (8,205) Retirements (additions) to equipment held for rental 2,233 (10,697) --------- -------- Cash used for investments (14,490) (18,902) Financing Issuance of short-term debt 4,675 -- Issuance of long-term debt 283,087 -- Repayment of long-term debt (186,289) (198) Payment of cash dividends (1,106) (661) Purchase of common stock (6,789) -- Issuance of common stock 1,435 1,078 --------- -------- Cash provided by financing 95,013 219 Currency Adjustments Effect of exchange rate changes on cash (590) (1,097) --------- -------- Cash Net change in cash (14,502) (18,804) Beginning balance 19,033 56,793 --------- -------- Ending balance $ 4,531 $ 37,989 ========= ======== The accompanying notes are an integral part of these financial statements. 3 6 JLG INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2000 (in thousands, except per share data) (Unaudited) BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended April 30, 2000 are not necessarily indicative of the results that may be expected for the fiscal year as a whole. For further information, refer to consolidated financial statements and notes included in the Company's annual report on Form 10-K for the fiscal year ended July 31, 1999. INVENTORIES AND COST OF SALES A precise inventory valuation under the LIFO (last-in, first-out) method can only be made at the end of each fiscal year; therefore, interim LIFO inventory valuation determinations, including the determination at April 30, 2000, must necessarily be based on management's estimate of expected fiscal year-end inventory levels and costs. The components of inventory at the end of the each period consisted of the following: April 30, July 31, 2000 1999 --------- -------- Finished goods $135,493 $ 68,994 Work in process 35,048 12,544 Raw materials 23,801 48,561 -------- -------- 194,342 130,099 Excess of FIFO cost over LIFO inventory value (4,540) (4,528) -------- -------- $189,802 $125,571 ======== ======== COMPREHENSIVE INCOME The following table sets forth the components of comprehensive income for each of the periods ended April 30: Three Months Ended Nine Months Ended April 30, April 30, 2000 1999 2000 1999 ------- ------- ------- ------- Net income $18,128 $17,299 $34,461 $38,879 Aggregate currency translation adjustment 572 1,319 600 1,097 ------- ------- ------- ------- $18,700 $18,618 $35,061 $39,976 ======= ======= ======= ======= 4 7 BASIC AND DILUTED EARNINGS PER SHARE The computation of basic and diluted earnings per share for the each of the periods ended April 30 are as follows: Three Months Ended Nine Months Ended April 30, April 30, 2000 1999 2000 1999 ------- ------- ------- ------- Net income $18,128 $17,299 $34,461 $38,879 ======= ======= ======= ======= Denominator for basic earnings per share -- Weighted average shares 43,701 43,792 43,897 43,792 Effect of dilutive securities - employee stock options and unvested restricted shares 1,986 1,123 1,746 1,123 ------- ------- ------- ------- Denominator for diluted earnings per share -- Weighted average shares adjusted for Dilutive securities 45,687 44,915 45,643 44,915 ======= ======= ======= ======= Earnings per common share $ .41 $ .40 $ .79 $ .89 ======= ======= ======= ======= Earnings per common share - assuming dilution $ .40 $ .39 $ .76 $ .87 ======= ======= ======= ======= During the third quarter of fiscal 2000, options to purchase 1.3 million shares of common stock at a range of $11.41 to $21.94 were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the common shares. CAPITAL STRUCTURE During the third quarter of fiscal 2000, the Company repurchased 794,600 shares of its common stock at an aggregate cost of $6.8 million. At April 30, 2000, the Company had remaining authorization to repurchase an additional 4.2 million shares of its common stock. COMMITMENTS AND CONTINGENCIES The Company is a party to personal injury and property damage litigation arising out of incidents involving the use of its products. The Company's insurance program for fiscal year 2000 is comprised of a self-insured retention of $7 million for domestic claims, insurance coverage of $2 million for international claims and catastrophic coverage for domestic and international claims of $75 million in excess of the retention and international primary coverage. The Company contracts with an independent firm to provide claims handling and adjustment services. The Company's estimates with respect to claims are based on internal evaluations of the merits of individual claims and the reserves assigned by the Company's independent firm. The methods of making such estimates and establishing the resulting accrued liability are reviewed frequently, and any adjustments resulting therefrom are reflected in current earnings. Claims are paid over varying periods, which generally do not exceed five years. Accrued liabilities for future claims are not discounted. 5 8 With respect to all product liability claims of which the Company is aware, accrued liabilities of $13.7 million and $14.1 million were established at April 30, 2000 and July 31, 1999, respectively. While the Company's ultimate liability may exceed or be less than the amounts accrued, the Company believes that it is unlikely that it would experience losses that are materially in excess of such reserve amounts. As of April 30, 2000 and July 31, 1999, there were no insurance recoverables or offset implications and there were no claims by the Company being contested by insurers. SEGMENT INFORMATION The Company operates in two reportable business segments - machinery, which consists of the design, manufacture and sale of new equipment; and customer services and support, which consists of after-sales service and support, including parts sales, equipment rentals, used equipment sales and rebuilding used equipment. The Company evaluates the performance of its reportable segments based upon a number of factors including segment profit. Segment profit excludes interest, miscellaneous income/ expense and income taxes. Intersegment sales and transfers are accounted for at cost and are not significant. The following table provides business segment information for each of the periods ended April 30: Three Months Ended Nine Months Ended April 30, April 30, 2000 1999 2000 1999 -------- -------- -------- -------- Sales to unaffiliated customers: Machinery $260,952 $181,270 $620,870 $412,322 Customer services and support 30,612 15,477 95,557 51,315 -------- -------- -------- -------- $291,564 $196,747 $716,427 $463,637 ======== ======== ======== ======== Segment profit (loss): Machinery $ 35,527 $ 29,292 $ 74,069 $ 61,202 Customer services and support 10,168 4,867 29,346 17,540 General corporate expenses (11,641) (8,606) (34,599) (23,256) -------- -------- -------- -------- $ 34,054 $ 25,553 $ 68,816 $ 55,486 ======== ======== ======== ======== 6 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS FOR THE THIRD QUARTERS OF FISCAL 2000 AND 1999 Sales for the third fiscal quarter ended April 30, 2000 were $291.6 million, up $94.9 million or 48 percent from the $196.7 million reported in the year-ago period. Growth of the aerial work platform product group accounted for $33.7 million, or 35 percent of the revenue increase, while telescopic material handling and excavator products, acquired through the acquisition of Gradall in June 1999, represented $61.2 million, or 65 percent of the increase. Domestic sales for the third quarter of fiscal 2000 were $227.2, up 54 percent from the fiscal 1999 third quarter sales of $147.4 million. International sales were $64.4 million, up 31 percent from the comparable year-ago quarter. Customer Service and Support sales for the third fiscal quarter were $30.6 million, up $15.1 million or 97 percent compared to prior year quarter. The increase in Customer Service and Support sales was attributable to sales of used equipment obtained primarily from trade-ins of equipment in the second quarter of the current fiscal year and sales resulting from a reduction in the Company's rental fleet as customers exercised purchase options converting rentals to sales. Despite the continuing pricing pressure, including the significant rise in the value of the U.S. dollar against foreign currencies, particularly the Euro, the gross profit percentage for the quarter was down only one-half of a percentage point from the year-ago quarter to 21.9 percent. The gross profit margin was favorably impacted by the success of the Company's aggressive cost-savings programs. In addition, the Gradall products carrying profit margins that have been historically lower than the aerial work platform products adversely affected the gross profit margin. The $9.8 million increase in selling, administrative and product development costs compared to the 1999 third fiscal quarter was principally through the acquisition of Gradall in June 1999, increased sales and service activities, and increased bad debt. At 9.7 percent of sales, these expenses were three tenths of a percent above the percentage for the year ago quarter. The current year quarter includes $1.5 million in goodwill amortization primarily due to the Gradall acquisition. The increase in interest charges of $5.8 million was due to an increase in average borrowings to fund the Gradall acquisition and working capital investments. The effective tax rate of 37 percent was four percentage points higher in the fiscal 2000 third quarter compared to the year-ago period. This increase was primarily due to goodwill charges not being tax deductible. RESULTS FOR THE FIRST NINE MONTHS OF FISCAL 2000 AND 1999 For the nine-month period ended April 30, 2000, sales were $716.4 million, up $252.8 million, or 55 percent, from the $463.6 million reported in the year-ago period. Growth of the aerial work platform product group accounted for $113.6 million, or 45 percent of the revenue increase, while telescopic material handling and excavator products represented $139.2 million, or 55 percent of the increase. Domestic sales for the nine months of fiscal 2000 were $539.0, up 63 percent from the fiscal 1999 nine months sales of $331.6 million. International sales were $177.4 million, up 34 percent from the comparable year-ago period. Customer Service and Support sales for the nine-month period were $95.5 million, up $44.2 million or 86 percent compared to prior year period. The increase in Customer Service and Support sales was mainly due to the same factors as discussed in the third quarter comparison. 7 10 Gross profit percentage for the nine months of fiscal 2000 was 21.7 percent, down one percentage point from the year-ago period. The decrease was mainly due to the same factors as discussed in the third quarter comparison. Selling, administrative and product development costs increased $31.8 million from the comparable year-ago nine months. The increase was mainly due to the same factors as discussed in the third quarter comparison. At 11.4 percent of sales, these expenses were six tenths of a percent above the percentage for the year ago nine-month period. The current year period includes $4.6 million in goodwill amortization and an increase in interest charges of $14.8 million, primarily due to the same factors as discussed in the third quarter comparison. The effective tax rate of 37 percent was five percentage points higher in the fiscal 2000 nine-month period compared to the year-ago period. This increase was primarily due to goodwill charges in fiscal year 2000 not being tax deductible and a one-time benefit attributable to certain tax incentives related to export sales in the fiscal 1999. FINANCIAL CONDITION Cash used for operations was $94.4 million in the first nine months of fiscal 2000 compared to $976,000 provided from operations in the comparable period of 1999. The increase in cash used for operations in fiscal 2000 compared to fiscal 1999 was primarily due to a $152.4 million change in operating assets and liabilities principally reflecting higher receivable and inventory levels. For the nine months ended April 30, 2000, receivables were higher in dollar terms and days sales outstanding due to expanded use of extended payment terms and higher sales levels. The increase in inventory is due to the increase in sales activity and the Company's decision to maintain sufficient inventory to match its customers' seasonal demand. Cash used for investing activities during the first nine months of fiscal 2000 was $14.5 million compared to $18.9 million for last year's comparable period. The decrease relates to sales of equipment held for rental, and was partially offset by capital expenditures at the Company's Shippensburg, Pennsylvania and Orrville, Ohio facilities. Cash provided from financing activities was $95.0 million for the first nine months of fiscal 2000 compared to $219,000 for the comparable period of fiscal 1999. Increased borrowings under the existing revolving credit agreements were used for business expansion as discussed above. At April 30, 2000, the Company had unused credit lines totaling $97.9 million. The Company believes that its credit lines, coupled with cash expected to be generated by operations, to be sufficient to fund its ongoing operations, remaining capital-related projects for fiscal 2000 and any additional purchases on the open market of its common stock. During the third quarter of fiscal 2000, the Company repurchased 794,600 shares of its common stock at an aggregate cost of $6.8 million. At April 30, 2000, the Company had remaining authorization to repurchase an additional 4.2 million shares of its common stock. Capital expenditures for the remaining fiscal year are expected to consist of capital projects primarily for the Shippensburg, Pennsylvania and Orrville, Ohio facilities. In addition to measuring its cash flow generation and usage based upon the operating, investing, and financing classifications included in the Consolidated Statements of Cash Flows, the Company also measures its free cash flow. Free cash flow, a measure commonly employed by the financial community, is defined by the Company as cash used for, or provided by, operations less capital 8 11 expenditures including equipment held for rental, plus proceeds from the disposal of assets and unrealized currency gains or losses. During the nine months ended April 30, 2000, the Company had negative free cash flow of $108.0 million compared to negative free cash flow of $17.9 million for the corresponding period in 1999 primarily due to the higher working capital requirements. The Company's exposure to product liability claims is discussed in the note entitled Commitments and Contingencies of the Notes to Consolidated Financial Statements of this report. Future results of operations, financial condition and liquidity may be affected to the extent that the Company's ultimate exposure with respect to product liability varies from current estimates. OUTLOOK This Outlook section and other parts of this Management's Discussion and Analysis contain forward-looking information and involve certain risks and uncertainties that could significantly impact expected results. Certain important factors that, in some cases have affected, and in the future could affect, the Company's results of operations and that could cause such future results of operations to differ materially are described in "Cautionary Statements Pursuant to the Securities Litigation Reform Act" which is an exhibit to this report. Several trends continue to mark the Company's current marketplace. The first is the continuing growth of the rental industry, both at home and overseas. The Company has greatly benefited from this growth, and will continue to leverage its leadership position within this channel by introducing more and more innovative products that will translate into increased end-user demand. The Company's strong position as supplier-of-choice with the rental industry is evidenced by the increasing number of outlets served by its aerial work platform and material handler products -- reaching more than 2,300 rental outlets in the U.S. alone. The Company has also increased its aerial work platform product group's competitive standing worldwide compared to a year ago. Additionally, management expects the excavator product group to benefit domestically from the TEA-21 federal highway bill funding as well as expand its share of the international market. The second trend relates to the competitive pricing environment within the rental channel. The Company's rental company customers are reporting that rental rates are beginning to stabilize or rise. This is a welcome development for the Company, as this pricing environment has likewise put considerable pressure on its profitability over the past few years. While management continues to see competitive pricing pressure in the marketplace, management believes a more stable pricing environment is now beginning to emerge. The Company is also having success in expanding its base beyond the major rental firms to a number of significant industrial and maintenance customers, such as well-known building supplies centers, as well as smaller independent rental customers. The third trend is the seasonality of order patterns during the spring and summer months that correspond with the Company's third and fourth fiscal quarters. This seasonality, together with historically constrained capacity, is a factor that management has addressed by adjusting the Company's production plan in anticipation of the ramp-up in third and fourth quarter demand. The Company is now able to capture orders that it may have missed in prior years. Looking ahead with additional capacity at its new Shippensburg and Orrville plants, the Company will have greater flexibility to optimize its production plans to meet the acceleration of orders associated with the peak demand. The Company's third-quarter results reflect the soundness of its growth strategy. Management expects to build on this momentum with broadly improved performance for the fourth fiscal quarter, translating into full-year earnings toward the upper end or in excess of the Company's previously announced $1.20 to $1.25 range. 9 12 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in interest rates and foreign currency exchange rates, which could affect its future results of operations and financial condition. The Company manages exposure to these risks principally through its regular operating and financing activities. While the Company is exposed to changes in interest rates as a result of its outstanding debt, the Company does not currently utilize any derivative financial instruments related to its interest rate exposure. Total short-term and long-term debt outstanding at April 30, 2000 was $277.3 million, consisting of $272.1 million in variable rate borrowing and $5.2 million in fixed rate borrowing. At the current level of variable rate borrowing, a hypothetical 10 percent increase in interest rates would decrease pre-tax current year earnings by approximately $1.9 million on an annual basis. A hypothetical 10 percent change in interest rates would not result in a material change in the fair value of the Company's fixed rate debt. The Company does not have a material exposure to financial risk from using derivative financial instruments to manage its foreign currency exposures. For additional information, reference is made to Item 7 in the Company's annual report on Form 10-K for the fiscal year ended July 31, 1999. 10 13 Independent Accountants' Review Report The Board of Directors JLG Industries, Inc. We have reviewed the accompanying condensed consolidated balance sheet of JLG Industries, Inc. and subsidiaries as of April 30, 2000, and the related condensed consolidated statements of income for the three-month and nine-month periods ended April 30, 2000 and 1999 and the condensed consolidated statements of cash flows for the nine-month periods ended April 30, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of JLG Industries, Inc. as of July 31, 1999, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein), and in our report dated September 9, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of July 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Ernst & Young LLP Baltimore, Maryland May 16, 2000 11 14 PART II OTHER INFORMATION ITEMS 1-5 None/not applicable. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are included herein: 4.1 Rights Agreement, dated as of May 24, 2000, between JLG Industries, Inc. and American Stock Transfer and Trust Company, which appears as Exhibit 1 to the Company's Form 8-A12B (File No. 0-8454 - filed May 31, 2000), is hereby incorporated by reference 10.1 JLG Industries, Inc. Executive Severance Plan 10.2 JLG Industries, Inc. Supplemental Executive Retirement Plan 15 Letter re: Unaudited Interim Financial Information 27 Financial Data Schedule 99 Cautionary Statements Pursuant to the Securities Litigation Reform Act (b) The company was not required to file Form 8-K pursuant to requirements of such form for any of the three months ended April 30, 2000. 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 who is also signing in his capacity as principal financial officer. JLG INDUSTRIES, INC. (Registrant) /s/ Charles H. Diller, Jr. --------------------------------------- Charles H. Diller, Jr. Executive Vice President and Chief Financial Officer 12