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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the fiscal year ended December 31, 1997
Commission File No. 0-6394
PACCAR INC
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(Exact name of Registrant as specified in its charter)
Delaware 91-0351110
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(State of incorporation) (I.R.S. Employer Identification No.)
777 - 106th Ave. N.E., Bellevue, Washington 98004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (425) 468-7400
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 par value
Preferred Stock Purchase Rights
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(Title of Class)
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 periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes / X / No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 27, 1998:
Common Stock, $1 par value -- $4.445 billion
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The number of shares outstanding of the issuer's classes of common stock, as of
February 27, 1998:
Common Stock, $1 par value -- 78,093,341 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended December 31,
1997 are incorporated by reference into Parts I and II.
Portions of the proxy statement for the annual stockholders meeting to be held
on April 28, 1998 are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
(a) General Development of Business
PACCAR Inc (the Company), incorporated under the laws of Delaware in 1971,
is the successor to Pacific Car and Foundry Company which was incorporated in
Washington in 1924. The Company traces its predecessors to Seattle Car
Manufacturing Company formed in 1905.
In the United States, the Company's manufacturing operations are conducted
through unincorporated manufacturing divisions. Each of the divisions are
responsible for at least one of the Company's products. That responsibility
includes new product development, applications engineering, manufacturing and
marketing. PACCAR's oilfield equipment and service business, Trico
Industries, a wholly owned U.S. subsidiary, was sold in 1997.
Outside the U.S., the Company manufactures and sells through wholly owned
foreign subsidiary companies in Australia, Mexico, the Netherlands and, in the
United Kingdom, through a wholly owned U.S. subsidiary. An export sales division
generally is responsible for export sales. In Canada, the Company sells and
distributes through a wholly owned foreign subsidiary. The Netherlands
subsidiary also has a manufacturing plant located in Belgium, and uses foreign
sales subsidiaries to handle export sales in the European Community and Eastern
Europe.
Product financing and leasing is offered through subsidiaries located in
North America, Australia, and the United Kingdom. A U.S. subsidiary is
responsible for retail automotive parts sales.
(b) Financial Information About Industry Segments and Geographic Areas
Information about the Company's industry segments and geographic areas in
response to Items 101(b), (c)(1)(i), and (d) of Regulation S-K appears on pages
42 and 43 of the Annual Report to Stockholders for the year ended December 31,
1997 and is incorporated herein by reference.
(c) Narrative Description of Business
The Company has two principal industry segments, (1) manufacture of medium-
and heavy-duty trucks and related aftermarket distribution of parts and (2)
finance and leasing services provided to customers and dealers. The Company
competes in the truck parts aftermarket primarily through its dealer network.
The Company's finance and leasing activities are principally related to Company
products and associated equipment. Other manufactured products also include
industrial winches. The Company also sells general automotive parts and
accessories through retail outlets.
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TRUCKS
The Company and its subsidiaries design and manufacture trucks which are
marketed under the Peterbilt, Kenworth, DAF and Foden nameplates in the
heavy-duty diesel category (having a minimum gross vehicle weight rating of
33,000 pounds). These vehicles, which are built in four plants in the United
States, three in Europe and one each in Australia and Mexico, are used worldwide
for over-the-road and off-highway heavy-duty hauling of freight, petroleum, wood
products, construction and other materials. Heavy-duty trucks and related
service parts are the largest segment of the Company's business, accounting for
91% of total 1997 revenues.
The Company competes in the North American Class 6/7 markets primarily with
conventional models. These medium-duty trucks are assembled at the Company's
Mexican subsidiary in Mexicali, Mexico. This line of business represents a
small, but increasing, percentage of the Company's North American sales to date.
The Company competes in the European medium commercial vehicle market with a
cab-over-engine truck manufactured in the Netherlands. The Company is the
exclusive distributor in Europe for light commercial vehicles manufactured by
Leyland Trucks Ltd. in the United Kingdom. In 1997, DAF entered into a long-term
development agreement with Renault V.I. to design and manufacture components for
both companies' new 6-19 ton range of trucks.
Trucks and related parts are sold to independent dealers for resale. Trucks
manufactured in the U.S. for export are marketed by PACCAR International, a U.S.
division. Those sales are made through a worldwide network of dealers. Trucks
manufactured in Australia, Mexico, the Netherlands and the United Kingdom are
marketed domestically through independent dealers and factory branches. Trucks
manufactured in these countries for export are also marketed by PACCAR
International with the exception of DAF, which handles export sales in the
European Community and Eastern Europe primarily through wholly owned
subsidiaries located in the country of import.
The Company's trucks are essentially custom products and have a reputation
for high quality. For a majority of PACCAR's truck operations, major components,
such as engines, transmissions and axles, as well as a substantial percentage of
other components, are purchased from component manufacturers pursuant to
customer specifications. DAF, which is more vertically integrated, manufactures
its own engines and axles.
Raw materials and other components used in the manufacture of trucks are
purchased from a number of suppliers. The Company is not limited to any single
source for any significant component. No significant shortages of materials or
components were experienced in 1997. However, many suppliers are operating at or
near capacity, which will increase the risk of temporary shortages in 1998.
Manufacturing inventory levels are based upon production schedules and orders
are placed with suppliers accordingly.
Replacement truck parts are sold and delivered to the Company's independent
dealers through the Company's parts divisions. Parts are both manufactured by
PACCAR and purchased from various suppliers. Replacement parts inventory levels
are determined largely by anticipated customer demand and the need for timely
delivery.
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There were five other principal competitors in the U.S. Class 8 truck market
in 1997. PACCAR's share of that market was approximately 21% of registrations in
1997. There were seven other principal competitors in the European medium and
heavy commercial vehicle market in 1997, including parent companies to three
competitors of PACCAR in the United States. PACCAR's subsidiary, DAF, had an
overall market share of approximately nine percent in western Europe. These
markets are highly competitive in price, quality and service, and PACCAR is not
dependent on any single customer for its sales. There are no significant
seasonal variations.
The Peterbilt, Kenworth, DAF and Foden trademarks and trade names are
recognized internationally and play an important role in the marketing of the
Company's truck products. The Company engages in a continuous program of
trademark and trade name protection in all marketing areas of the world.
Although the Company's truck products are subject to environmental noise and
emission controls, competing manufacturers are subject to the same controls. The
Company believes the cost of complying with noise and emission controls will not
be detrimental to its business.
The Company considers orders scheduled for delivery within six months to be
relatively firm. These orders approximated $2.6 billion at December 31, 1997.
This compares with approximately $1.2 billion at year-end 1996. Production of
the year-end 1997 backlog is expected to be completed during 1998.
The number of persons employed by the Company in its truck business at
December 31, 1997 was approximately 15,000.
OTHER MANUFACTURED PRODUCTS
Other products manufactured by the Company account for 2% of total 1997
revenues. This group includes industrial winches and oilfield extraction pumps
and service equipment. Winches are manufactured in two U.S. plants and are
marketed under the Braden, Carco, and Gearmatic nameplates. The markets for all
of these products are highly competitive and the Company competes with a number
of well established firms. Oilfield extraction pumps and service equipment were
marketed by Trico, the Company's wholly owned subsidiary, under the Trico, Kobe,
Unidraulic and Oilmaster nameplates. The Company sold the oilfield equipment
subsidiary during the fourth quarter of 1997.
The Braden, Carco, and Gearmatic trademarks and trade names are recognized
internationally and play an important role in the marketing of those products.
The Company has an ongoing program of trademark and trade name protection in all
relevant marketing areas.
AUTOMOTIVE PARTS
PACCAR Automotive, Inc., a wholly owned subsidiary, purchases and sells
general automotive parts and accessories, which account for 3% of total 1997
revenues, through 143 retail locations under the names of Grand Auto and Al's
Auto Supply. These locations are supplied from the subsidiary's distribution
warehouses.
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FINANCE COMPANIES
In North America, Australia and the United Kingdom, the Company provides
financing principally for its manufactured trucks through six wholly owned
finance companies. These companies provide inventory financing for independent
dealers selling PACCAR products and retail and lease financing for new and used
Class 6, 7 and 8 trucks and other transportation equipment sold by its
independent dealers. Customer contracts are secured by the products financed.
LEASING COMPANIES
PACCAR Leasing Corporation (PLC), a wholly owned subsidiary, franchises
selected PACCAR truck dealers in North America to engage in full service truck
leasing under the PacLease trade name. PLC also leases equipment to and provides
managerial and sales support for its franchisees. The subsidiary also operates
full service leasing operations primarily in Texas on its own behalf.
GENERAL INFORMATION
PATENTS
The Company owns numerous patents which relate to all product lines.
Although these patents are considered important to the overall conduct of the
Company's business, no patent or group of patents is considered essential to a
material part of the Company's business.
RESEARCH AND DEVELOPMENT
The Company maintains technical centers dedicated to product testing and
research and development activities. Additional product development activities
are conducted within each separate manufacturing division. Amounts spent on
research and development approximated $84 million in 1997, $47 million in 1996
and $37 million in 1995.
REGULATION
As a manufacturer of highway trucks, the Company is subject to the National
Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards
promulgated by the National Highway Traffic Safety Administration. The Company
believes it is in compliance with the Act and applicable safety standards.
Information regarding the effects that compliance with international,
federal, state and local provisions regulating the environment have on the
Company's capital and operating expenditures and the Company's involvement in
environmental cleanup activities is included in Management's Discussion and
Analysis of Financial Condition and Results of Operations and the Company's
Consolidated Financial Statements incorporated by reference in Items 7 and 8,
respectively.
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EMPLOYEES
On December 31, 1997, the Company employed a total of approximately 19,000
persons.
ITEM 2. PROPERTIES
The Company and its subsidiaries own and operate manufacturing plants in
five U.S. states, three locations in Europe, and one each in Australia and
Mexico. Several parts distribution centers, sales and service offices, and
finance and administrative offices are also operated in owned or leased premises
in these countries. DAF operates sales subsidiaries in owned or leased premises
in various countries throughout Europe. Facilities for product testing and
research and development are located in Skagit County, Washington and Eindhoven,
the Netherlands. Retail auto parts sales locations are primarily in leased
premises in five western states. The Company's corporate headquarters is located
in owned premises in Bellevue, Washington.
The Company considers substantially all of the properties used by its
businesses to be suitable for their intended purposes. The Company discontinued
manufacturing operations at its Seattle plant in April of 1996. This facility is
being temporarily used for warehousing of inventories and for some limited
assembly operations. It is not included as a manufacturing plant in the table
below. PACCAR's Canadian truck plant remained closed in 1997. However, an
agreement, which is subject to certain conditions, signed with the Canadian and
Quebec governments in September of 1997 will result in a refurbishment and
reopening of the Canadian plant. Although no production occurred at the Canadian
location in 1997, the plant is shown as a truck manufacturing facility in the
accompanying table. The Company's remaining manufacturing facilities operated
near their productive capacities for most of 1997. In the fourth quarter of 1997
PACCAR sold its oilfield equipment business, Trico Industries.
Geographical locations of manufacturing plants within indicated industry
segments are as follows:
U.S. Canada Australia Mexico Europe
Trucks 4 1 1 1 3
Other 2 - - - -
Properties located in Torrance, Ventura, and Huntington Park, California;
Bradford, Pennsylvania; and Odessa, Texas are being held for sale. These
properties were originally obtained principally as a result of business
acquisitions in 1987 and 1988.
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ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are parties to various lawsuits incidental
to the ordinary course of business. Management believes that the disposition of
such lawsuits will not materially affect the Company's consolidated financial
position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1997.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Common Stock Market Prices and Dividends on page 45 of the Annual Report to
Stockholders for the year ended December 31, 1997 are incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected Financial Data on page 44 of the Annual Report to Stockholders for
the year ended December 31, 1997 are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 23 through 26 of the Annual Report to Stockholders for the
year ended December 31, 1997 is incorporated herein by reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the registrant and its
subsidiaries, included in the Annual Report to Stockholders for the year ended
December 31, 1997 are incorporated herein by reference:
Consolidated Balance Sheets
-- December 31, 1997 and 1996
Consolidated Statements of Income
-- Years Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity
-- Years Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows
-- Years Ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
-- December 31, 1997, 1996 and 1995
Quarterly Results (Unaudited) on page 45 of the Annual Report to Stockholders
for the years ended December 31, 1997 and 1996 are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The registrant has not had any disagreements with its independent auditors
on accounting or financial disclosure matters.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Item 401(a), (d), (e) and Item 405 of Regulation S-K:
Identification of directors, family relationships, and business experience
on pages 3 and 4 of the proxy statement for the annual stockholders meeting of
April 28, 1998 is incorporated herein by reference.
Item 401(b) of Regulation S-K:
Executive Officers of the registrant as of February 16, 1998:
Present Position and Other Position(s)
Name and Age Held During Last Five Years
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Mark C. Pigott (44) Chairman and Chief Executive Officer; Vice Chairman
from January 1995 to December 1996; Executive Vice
President from December 1993 to January 1995;
previously Senior Vice President. Mr. Pigott is the
son of Charles M. Pigott, a director of the Company,
and nephew of James C. Pigott, also a director of the
Company.
David J. Hovind (57) President since 1992.
Michael A. Tembreull (51) Vice Chairman; Executive Vice President from January
1992 to January 1995.
Gary S. Moore (54) Vice President; Senior Vice President from September
1992 to February, 1997.
T. Ron Morton (51) Senior Vice President; President, PACCAR Financial
Corp. since August, 1988.
Thomas E. Plimpton (48) Senior Vice President; General Manager, Peterbilt
Motors Company from January, 1992 to May, 1996.
G. Don Hatchel (53) Vice President and Controller since 1991.
G. Glen Morie (55) Vice President and General Counsel since 1984.
Cor G. Baan (59) Senior Vice President since February, 1998;
President, DAF Trucks, N.V. since March, 1993;
Chairman, Board of Management DAF Trucks, N.V. from
May 1992 to March 1993.
Officers are elected annually but may be appointed or removed on interim dates.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Directors and Executive Officers and Related Matters on
pages 5 through 10 of the proxy statement for the annual stockholders meeting of
April 28, 1998 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock ownership information on pages 1 through 3 of the proxy statement for
the annual stockholders meeting of April 28, 1998 is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions with management and others as defined by Item 404 of
Regulation S-K occurred in 1997.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Listing of financial statements
The following consolidated financial statements of PACCAR Inc and
subsidiaries, included in the Annual Report to Stockholders for the
year ended December 31, 1997 are incorporated by reference in Item 8:
Consolidated Balance Sheets
-- December 31, 1997 and 1996
Consolidated Statements of Income
-- Years Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity
-- Years Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows
-- Years Ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
-- December 31, 1997, 1996 and 1995
(2) Listing of financial statement schedules
All schedules for which provision has been made in the applicable
accounting regulation of the Securities and Exchange Commission are
not required under the related instructions, are inapplicable or have
been otherwise disclosed and, therefore, have been omitted.
(3) Listing of Exhibits (in order of assigned index numbers)
(3) Articles of incorporation and bylaws
(a) PACCAR Inc Certificate of Incorporation, as amended to April
27, 1990 (incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended March 31, 1990).
(b) PACCAR Inc Bylaws, as amended to April 26, 1994
(incorporated by reference to the Quarterly Report on Form
10-Q for the quarter ended March 31, 1994).
(4) Instruments defining the rights of security holders, including
indentures
(a) Rights agreement dated as of December 21, 1989 between
PACCAR Inc and First Chicago Trust Company of New York
setting forth the terms of the Series A Junior Participating
Preferred Stock, no par value per share (incorporated by
reference to Exhibit 1 of the Current Report on Form 8-K of
PACCAR Inc dated December 27, 1989).
(b) Indenture for Senior Debt Securities dated as of December 1,
1983 between PACCAR Financial Corp. and Citibank, N.A.,
Trustee (incorporated by reference to Exhibit 4.1 of the
Annual Report on Form 10-K of PACCAR Financial Corp. for the
year ended December 31, 1983).
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(c) First Supplemental Indenture dated as of June 19, 1989
between PACCAR Financial Corp. and Citibank, N.A., Trustee
(incorporated by reference to Exhibit 4.2 to PACCAR
Financial Corp.'s registration statement on Form S-3,
Registration No. 33-29434).
(d) Forms of Medium-Term Note, Series F (incorporated by
reference to Exhibits 4.3A, 4.3B and 4.3C to PACCAR
Financial Corp.'s Registration Statement on Form S-3 dated
May 26, 1992, Registration Number 33-48118).
Form of Letter of Representation among PACCAR Financial
Corp., Citibank, N.A. and the Depository Trust Company,
Series F (incorporated by reference to Exhibit 4.4 to PACCAR
Financial Corp.'s Registration Statement on Form S-3 dated
May 26, 1992, Registration Number 33-48118).
(e) Forms of Medium-Term Note, Series G (incorporated by
reference to Exhibits 4.3A and 4.3B to PACCAR Financial
Corp.'s Registration Statement on Form S-3 dated December 8,
1993, Registration Number 33-51335).
Form of Letter of Representation among PACCAR Financial
Corp., Citibank, N.A. and the Depository Trust Company,
Series G (incorporated by reference to Exhibit 4.4 to PACCAR
Financial Corp.'s Registration Statement on Form S-3 dated
December 8, 1993, Registration Number 33-51335).
(f) Forms of Medium-Term Note, Series H (incorporated by
reference to Exhibits 4.3A and 4.3B to PACCAR Financial
Corp.'s Registration Statement on Form S-3 dated March 11,
1996, Registration Number 333-01623).
Form of Letter of Representation among PACCAR Financial
Corp., Citibank, N.A. and the Depository Trust Company,
Series H (incorporated by reference to Exhibit 4.4 to PACCAR
Financial Corp.'s Registration Statement on Form S-3 dated
March 11, 1996, Registration Number 333-01623).
(10) Material contracts
(a) PACCAR Inc Incentive Compensation Plan (incorporated by
reference to Exhibit (10)(a) of the Annual Report on Form
10-K for the year ended December 31, 1980).
(b) PACCAR Inc Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit (10)(b) of the Annual
Report on Form 10-K for the year ended December 31, 1980).
(c) Supplemental Retirement Plan (incorporated by reference to
Exhibit (10)(c) of the Annual Report on Form 10-K for the
year ended December 31, 1980).
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(d) 1981 Long Term Incentive Plan (incorporated by reference to
Exhibit A of the 1982 Proxy Statement, dated March 25,
1982).
(e) Amendment to 1981 Long Term Incentive Plan (incorporated by
reference to Exhibit (10)(a) of the Quarterly Report on Form
10-Q for the quarter ended March 31, 1991).
(f) PACCAR Inc 1991 Long-Term Incentive Plan (incorporated by
reference to Exhibit (10)(h) of the Quarterly Report on Form
10-Q for the quarter ended June 30, 1992).
(g) Amended and Restated Deferred Incentive Compensation Plan
(incorporated by reference to Exhibit (10)(g) of the Annual
Report on Form 10-K for the year ended December 31, 1993).
(13) Annual report to security holders
Portions of the 1997 Annual Report to Shareholders have been
incorporated by reference and are filed herewith.
(21) Subsidiaries of the registrant
(23) Consent of independent auditors
(24) Power of attorney
Powers of attorney of certain directors
(27) Financial Data Schedules
(a) For the twelve months ended December 31, 1997
(b) For the nine months ended September 30, 1997-restated
(b) Reports on Form 8-K
The following report on Form 8-K was filed in the fourth quarter of 1997:
(1) Current Report on Form 8-K was filed November 4, 1997 containing
PACCAR's press release announcing the Company's sale of TRICO
Industries.
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) Financial Statement Schedules
All schedules are omitted because the required matter or conditions are not
present or because the information required by the schedules is submitted
as part of the consolidated financial statements and notes thereto.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PACCAR Inc
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Registrant
Date: March 24, 1998 /s/ M. C. Pigott
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M. C. Pigott, Director, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated.
Signature Title
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/s/ M. A. Tembreull Director and Vice Chairman
- ---------------------------- (Principal Financial Officer)
M. A. Tembreull
/s/ G. D. Hatchel Vice President and Controller
- ---------------------------- (Principal Accounting Officer)
G. D. Hatchel
*/s/ C. M. Pigott Director and Chairman Emeritus
- ---------------------------- and Audit Committee Member
C. M. Pigott
*/s/ D. J. Hovind Director and President
- ----------------------------
D. J. Hovind
*/s/ J. W. Pitts Director and Chairman of
- ---------------------------- Audit Committee
J. W. Pitts
*/s/ J. C. Pigott Director and Audit Committee Member
- ----------------------------
J. C. Pigott
*/s/ J. M. Fluke, Jr. Director and Audit Committee Member
- ----------------------------
J. M. Fluke, Jr.
*/s/ H. J. Haynes Director
- ----------------------------
H. J. Haynes
*/s/ G. Grinstein Director
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G. Grinstein
*/s/ C. H. Hahn Director
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C. H. Hahn
*By /s/ M. C. Pigott
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M. C. Pigott
Attorney-in-Fact
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