FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 period ended September 12, 1998
-----------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ---------------------------
Commission File Number:2-28286
---------------------------------------------------------
The Bureau of National Affairs, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 53-0040540
- ----------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1231 25th St., N.W. Washington, D.C. 20037
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code) (202) 452-4200
---------------------------
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 and (2) has been subject to the filing requirements for
the past 90 days. Yes X No
The number of shares outstanding of each of the issuer's classes of common
stock, as of September 12, 1998 was 3,571,119 Class A common shares, 4,475,417
Class B common shares, and 312,145 Class Common shares.
<PAGE> 2
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE 36-WEEKS ENDED SEPTEMBER 12, 1998 and SEPTEMBER 6, 1997
(Unaudited)
(In Thousands of Dollars)
36 Weeks Ended
-----------------------------------------
September 12, September 6,
1998 1997
------------------ ------------------
OPERATING REVENUES $ 182,368 $ 160,443
------------------ ------------------
OPERATING EXPENSES:
Editorial, production and distribution 97,766 90,159
Selling 41,161 34,391
General and administrative 26,619 25,010
Profit sharing 1,479 999
------------------ ------------------
167,025 150,559
------------------ ------------------
Operating Profit 15,343 9,884
------------------ ------------------
NON-OPERATING INCOME (EXPENSE):
Investment Income 6,593 5,562
Interest Expense (638) (51)
Other Income (Expense), Net (30) 417
------------------ ------------------
TOTAL NON-OPERATING INCOME 5,925 5,928
------------------ ------------------
INCOME BEFORE INCOME TAXES 21,268 15,812
PROVISION FOR INCOME TAXES 6,954 4,913
------------------ ------------------
NET INCOME 14,314 10,899
OTHER COMPREHENSIVE INCOME (EXPENSE) (328) 289
------------------ ------------------
COMPREHENSIVE INCOME $ 13,986 $ 11,188
================== ==================
EARNINGS PER SHARE $ 1.70 $ 1.23
================== ==================
WEIGHTED AVERAGE SHARES OUTSTANDING 8,425,280 8,831,031
================== ==================
<PAGE>3
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE 12-WEEKS ENDED SEPTEMBER 12, 1998 AND SEPTEMBER 6, 1997
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
-----------------------------------------
September 12, September 6,
1998 1997
----------------- ------------------
OPERATING REVENUES $ 63,159 $ 53,831
----------------- ------------------
OPERATING EXPENSES:
Editorial, production and distribution 32,280 29,511
Selling 14,034 11,761
General and administrative 8,711 9,698
Profit sharing 782 247
----------------- ------------------
55,807 51,217
----------------- ------------------
Operating Profit 7,352 2,614
----------------- ------------------
NON-OPERATING INCOME (EXPENSE):
Investment Income 2,464 1,801
Interest Expense (213) (34)
Other Income (Expense), Net (13) --
----------------- ------------------
TOTAL NON-OPERATING INCOME 2,238 1,767
----------------- ------------------
INCOME BEFORE INCOME TAXES 9,590 4,381
PROVISION FOR INCOME TAXES 3,231 1,251
----------------- ------------------
NET INCOME $ 6,359 $ 3,130
OTHER COMPREHENSIVE INCOME (EXPENSE) (152) 364
----------------- ------------------
COMPREHENSIVE INCOME $ 6,207 $ 3,494
================= ==================
EARNINGS PER SHARE $ .76 $ .35
================= ==================
WEIGHTED AVERAGE SHARES OUTSTANDING 8,382,209 8,823,320
================= ==================
<PAGE>4
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 12, 1998 AND DECEMBER 31, 1997
(Unaudited)
(In Thousands of Dollars)
September 12, December 31,
ASSETS 1998 1997
- ----------------------------------------- ------------- --------------
CURRENT ASSETS:
Cash and cash equivalents $ 27,378 $ 19,421
Short-term investments, at fair value 34,432 9,013
Accounts receivable (net of
allowance for doubtful accounts
of $1,554 in 1998 and $1,897 in 1997) 32,348 41,307
Inventories, at lower of average
cost or market 5,363 5,440
Prepaid expenses 3,599 3,368
Deferred selling expenses 21,575 23,244
------------- --------------
Total current assets 124,695 101,793
------------- --------------
MARKETABLE SECURITIES 95,400 115,809
------------- --------------
PROPERTY AND EQUIPMENT - at cost:
Land 4,250 4,250
Building and improvements 49,370 49,197
Furniture, fixtures and equipment 63,789 63,195
------------- --------------
117,409 116,642
Less-Accumulated depreciation 72,038 68,790
------------- --------------
Net property and equipment 45,371 47,852
------------- --------------
DEFERRED INCOME TAXES 24,247 22,296
------------- --------------
GOODWILL 28,528 8,924
------------- --------------
OTHER ASSETS 5,958 4,226
------------- --------------
Total assets $ 324,199 $ 300,900
============= ==============
<PAGE>5
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 12, 1998 AND DECEMBER 31, 1997
(Unaudited)
(In Thousands of Dollars)
September 12, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
- -------------------------------------- ------------- --------------
CURRENT LIABILITIES:
Accounts payable $ 17,988 $ 18,060
Employee compensation and benefits
payable 15,407 14,503
Income taxes payable 4,808 966
Deferred income taxes 2,543 3,120
Deferred subscription revenue 117,931 121,934
Dividends Payable 5,007 --
-------------- --------------
Total current liabilities 163,684 158,583
LONG TERM DEBT 14,000 --
POSTRETIREMENT BENEFITS, less current portion 70,144 65,410
OTHER LIABILITIES 3,488 3,356
-------------- --------------
Total liabilities 251,316 227,349
-------------- --------------
STOCKHOLDERS' EQUITY:
Capital stock, common, $1.00 par value-
Class A - Voting; Authorized 6,700,000
shares; issued 6,478,864 shares 6,479 6,479
Class B - Nonvoting; authorized
5,300,000 shares; issued 4,926,973 shares 4,927 4,927
Class C - Nonvoting; authorized
1,000,000 shares; issued 506,336 shares 506 50
Additional paid-in capital 38,291 35,668
Retained earnings 64,456 60,242
Treasury stock at cost - 3,553,492 shares
in 1998 and 3,091,447 in 1997 (44,506) (37,329)
Elements of comprehensive income 2,730 3,058
------------- --------------
Total stockholders' equity 72,883 73,551
------------- --------------
Total liabilities and stockholders' equity $ 324,199 $ 300,900
============= ==============
<PAGE>6
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 36-WEEKS ENDED SEPTEMBER 12, 1998 and SEPTEMBER 6, 1997
(Unaudited)
(In Thousands of Dollars)
36 Weeks Ended
-------------------------------
September 12, September 6,
1998 1997
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 14,314 $ 10,899
Items with different cash requirements
than reflected in net income--
Deferred subscription revenue (10,010) (6,912)
Depreciation and amortization 6,968 6,425
Accrued postretirement benefits expense 4,676 4,123
Provision for deferred income taxes (2,890) (1,880)
Deferred selling expenses 2,510 977
(Gain) on sales of securities (1,313) (857)
(Gain) on sales of publishing assets (25) (417)
Others 89 297
Changes in operating assets and liabilities--
Accounts receivable 9,965 11,393
Accounts payable and accrued liabilities 1,401 (1,591)
Inventory 77 (518)
Other assets and liabilities--net 162 1,019
------------- --------------
Net cash provided from operating activities 25,924 22,958
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
Acquisition of a business
(net of $750 cash acquired) (18,289) --
Purchase of equipment and furnishings (2,433) (4,455)
Building improvements (173) (223)
Proceeds from sales of publishing assets 25 178
Proceeds from sales of property 9 7
------------- --------------
Net cash (used for) capital expenditures (20,861) (4,493)
------------- --------------
Investment portfolio--
Proceeds from sales and maturities 51,893 38,099
Purchases (53,352) (45,895)
------------- --------------
Net cash (used for) investment portfolio (1,459) (7,796)
------------- --------------
Net cash (used for) investing activities (22,320) (12,289)
------------- --------------
<PAGE>7
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 36-WEEKS ENDED SEPTEMBER 12, 1998 and SEPTEMBER 6, 1997
(Unaudited)
(In Thousands of Dollars)
36 Weeks Ended
-------------------------------
September 12, September 6,
1998 1997
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings $ 15,000 $ --
Repayments of borrowings (1,000) --
Sale of capital stock to employees 3,670 3,324
Purchase of treasury stock (8,224) (3,434)
Dividends paid (5,093) (4,851)
------------ --------------
Net cash provided by (used for) financing
activities 4,353 (4,961)
------------ --------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS 7,957 5,708
CASH AND CASH EQUIVALENTS, beginning of period 19,421 18,898
------------ --------------
CASH AND CASH EQUIVALENTS, end of period $ 27,378 $ 24,606
============ ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 467 $ 51
Income taxes paid 8,413 5,042
<PAGE>8
-8-
THE BUREAU OF NATIONAL AFFAIRS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 12, 1998
(UNAUDITED)
NOTE 1: General
The information in this report has not been audited. Results for the
thirty-six weeks are not necessarily representative of the year because of the
seasonal nature of activities. The financial information furnished herein
reflects all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary to a fair statement of the results
reported for the periods shown and has been prepared in conformity with
generally accepted accounting principles applied on a consistent basis.
Notes contained in the 1997 Annual Report to security holders are hereby
incorporated by reference. Note disclosures which would substantially duplicate
those contained in the 1997 Annual Report to security holders have been omitted.
Certain prior year balances have been restated to conform to current year
presentation.
NOTE 2: Inventories
Inventories consisted of the following (in thousands):
September 12, 1998 December 31, 1997
------------------- ------------------
Materials and supplies $ 3,699 $ 3,742
Work in process 340 218
Finished goods 1,324 1,480
------------------- -----------------
Totals $ 5,363 $ 5,440
=================== ==================
NOTE 3: Stockholders' Equity
Treasury stock as of September 12, 1998 and December 31, 1997,
respectively, consisted of Class A, 2,907,745 and 2,959,761 shares; Class B,
451,556 and 349,685 shares; and Class C, 194,191 and 102,923 shares.
NOTE 4. Comprehensive Income
The Company adopted Statement of Financial Accounting Standard (SFAS) No.
130, Comprehensive Income, effective January 1, 1998. Comprehensive income
includes net income, unrealized gains and losses on marketable securities, and
foreign currency translation adjustments.
NOTE 5. Accounting Pronouncement
During 1997, the Financial Accounting Standards Board issued SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information. SFAS No.
131 is effective for interim financial statements beginning in 1999. The
adoption of SFAS No. 131 is not expected to have an impact on the Company's
financial condition or the results of its operations.
<PAGE>9
-9-
NOTE 6. Goodwill
Goodwill represents the excess of the cost of purchased publications and
the capital stock of subsidiaries over the fair value of the net tangible and
intangible assets at the dates of their respective acquisitions, net of
accumulated amortization. Goodwill acquired prior to November 1, 1970, in the
amount of $640,000, is not being amortized because, in management's opinion, it
it has continuing value. Other goodwill is amortized on a straight-line basis
over periods not exceeding forty years. The recoverability of goodwill is
evaluated periodically to determine if an impairment has occurred. The Company
measures the potential impairment of recorded goodwill by comparing the
undiscounted value of expected future operating cash flows to its book value,
and records adjustments as appropriate.
PART I
Item 2. Management's Discussion and Analysis of Results of Operations and
- ------ ------------------------------------------------------------------
Financial Position
- ------------------
It is presumed that users of this interim report have read or have access
to the audited financial statements and management's discussion and analysis
contained in the 1997 Annual Report to security holders, hereby incorporated by
reference. This interim report is intended to provide an update of the
disclosures contained in the 1997 Annual Report to security holders and,
accordingly, disclosures which would substantially duplicate those contained
therein have been omitted.
The majority of the Company's revenue's are derived from the sale of
products, including regularly updated business information publications. These
information products are sold in either print or electronic formats, primarily
by subscription, but also through online vendors. The Company calls these
regularly updated information products "information services", and they are
referred to as "services" in the following analysis of the Results of
Operations. The other activities of the Company (sales of printing, software,
books, and training products) are referred to as "non-service" businesses.
FORWARD-LOOKING STATEMENTS
This management discussion contains and incorporates by reference certain
statements that are not statements of historical fact but are forward-looking
statements. The use of such words as "believes" and "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof.
RESULTS OF OPERATIONS
- ---------------------
Thirty-six weeks 1998 compared to thirty-six weeks 1997
- --------------------------------------------------------
BNA's financial performance through the third quarter of 1998 reflects
continued emphasis on business growth. Revenues, operation profit, net income,
comprehensive income, and earnings per share all are well ahead of 1997
comparable results.
Operating profit increased 55.2 percent compared to last year due to a 13.7
percent increase in revenues and a 10.9 percent increase in expenses. However,
several factors combined to affect these comparisons. On January 13th, BNA
acquired Institute of Management and Administration (IOMA). IOMA accounted for
5.4 percent of the revenue growth and their expenses, along with purchase-price
amortization, added 6 percent to the expense growth. Year-to-year comparisons
are also affected by several timing differences.
<PAGE>10
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A portion of this year's software revenues were earned earlier year by
shipping tax planning update programs in the third quarter of 1998, but in the
fourth quarter of last year. Also, as previously reported, the Company's first
fiscal quarter was longer in 1998 than in 1997, slightly inflating comparisons
of both revenues and expenses. The effect of these timing differences on
year-to-year comparability will reverse in the fourth quarter. Excluding the
effect of the above factors, revenues increased 5.3 percent, operating expenses
increased 3.4 percent, and operating profit grew 33.8 percent over 1997.
Service revenues, which constituted 85.7 percent of consolidated revenues,
rose 11.3 percent. Excluding IOMA, service revenues were up 5.2 percent,
reflecting new products and price increases. Operating expenses of the service
businesses were up 10.1 percent. Excluding IOMA, operating expenses were up 3.2
percent, mainly due to salary increases, higher employee benefit expenses, and
increased system-related costs. Operating profit increased 27.8 percent.
Revenues from the non-service businesses rose 30.6 percent, with large
increases from printing and software sales. Operating expenses of the
non-service businesses increased 16.8 percent, reflecting higher royalties,
production costs and selling expenses associated with the increased revenues.
Excluding the effect of the earlier software renewal revenues, total revenues
for these businesses grew 14.3 percent, expenses increased 12.4 percent, and
operating profit was $836,000, compared to $404,000 in 1997. Software improved
due to higher new sales, and printing posted a large increase in operating
profit on strong sales growth. Training media experienced a decline in sales,
resulting in an operating loss this year compared to an operating profit last
year.
Non-operating income was essentially unchanged. Investment income increased
$1 million due to higher portfolio balances and gains on sales, offsetting
higher interest expense related to the IOMA acquisition and the absence of a
$417,000 gain on the sale of a publication last year. During the second and
third quarters, the Company reduced its investments in equity securities,
resulting in the higher realized gains.
Twelve weeks ended September 12, 1998 compared to twelve weeks ended
- --------------------------------------------------------------------------------
September 6, 1997.
- ------------------
For a third quarter only, comparative results are skewed by the effect of
the IOMA acquisition, the earlier software renewal revenues, and in addition,
last year's $1.2 million write-off of systems development costs. Excluding these
factors, revenues were up 5.6 percent and expenses increased 3.4 percent, and
operating profit increased 35.2 percent. The revenue and expense factors
mentioned above also affected the third quarter comparison.
Year 2000 Readiness
The Year 2000 (Y2K) readiness issue concerns the inability of older
computer programs to properly recognize a date using "00" for the applicable
year as the year 2000 rather than the year 1900. This could result in
miscalculations, system failures, or other business disruptions. The Company has
projects underway to address Y2K readiness of its products and internal systems,
and with material third parties.
The company has inventoried and assessed all major categories of
information technology systems (i.e. electronic products and publishing and
business systems) and non-information technology systems (i.e. equipment with
embedded microprocessors such as elevators, phones and copiers) in use by the
Company. With respect to its information technology systems, the Company has
been replacing its business and publishing systems for the last several years.
The various business systems are either in the process of being renovated
(replaced or remediated through code changes); or have completed renovation and
are in the Y2K validation testing phase. Most of the publishing systems have
been renovated and are in the validating phase. In addition, the Company has
many products that are delivered in an electronic format, such as CD-ROM,
diskette, e-mail, or via the worldwide web, representing over one-third of
consolidated revenues. The Company believes that its products, are Y2K ready,
and is currently devising plans to validate each product. With respect to its
non-information technology systems, the Company is in the assessment phase.
Validation of all areas as to the integrity of the Company's Y2K readiness is
expected to be completed by late 1999. The Company expects to have all products
and all internal mission-critical information technology and non-information
technology systems Y2K ready by late 1999.
<PAGE>11
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The Company also plans to communicate with its key suppliers, including
financial institutions and other data interface sources, to assess the potential
impact on the Company's operations if those third parties fail to become Y2K
complaint in a timely manner. Risk assessments, action steps and contingency
plans related to significant third party relationships are expected to be
completed by late 1999.
Based on updated estimated, the 1998-1999 cost to replace business systems
with Y2K ready systems, and for testing to ensure that the publishing systems
are also ready, is expected to be $3.3 million. The 1998-1999 cost to remediate
other business systems is expected to be approximately $4.8 million. In
addition, the Company is continuing ongoing system upgrade and replacement
projects not related to Year 2000 remediation. Relative to 1997, the Company
expects that the incremental negative effect on net income for 1998-1999 due to
higher systems expenses, including Year 2000 remediation expenses, will be $2.5
to $3 million, with over half occurring in 1998.
The Company's readiness projects also include the development of
contingency plans to protect its business and operations from Y2K-related
interruptions. These plans should be complete by September 1999 and, by way of
examples, may include back-up procedures, identification of alternate suppliers,
where practical, and increases in inventory levels. Based upon the Company's
current assessment of its non-information technology systems, the Company does
not believe it necessary to develop an extensive contingency plan for those
systems. There can be no assurances, however, that any of the Company's
contingency plans will be sufficient to handle all problems or issues that may
arise.
The Company believes that it is taking reasonable steps to identify and
address those matters that could cause serious interruptions in its business and
operations due to Y2K issues. However, delays in the implementation of new
systems, a failure to fully identify all computations which are year dependent
in the Company's systems or in the systems of its material suppliers, a failure
of such suppliers to adequately address their respective Y2K issues, or a
failure of a contingency plan, could have a material adverse effect on the
Company's business financial condition and results of its operations. For
example, the failure of a supplier, including an energy supplier, to be Y2K
ready could lead to the temporary disruption in the production of some of the
Company's products for a period of time, resulting in lost sales and profits.
Financial Position
- ------------------
Cash provided from operating activities was $25.9 million in the first
thirty-six weeks of 1998, compared to $23.0 million for the first thirty-six
weeks of 1997. Customer receipts increased 10.8 percent and operating
expenditures increased 10.5 percent from 1997. Excluding the effect of IOMA's
operations, collections increased 6.8 percent and expenditures were up 5.9
percent, partially due to more days.
Cash used in investing activities netted to $22.3 million, reflecting
expenditures of $18.3 million for the IOMA purchase (net of $0.8 million in cash
acquired), $2.5 million in other capital expenditures, and a $1.5 million
addition to the Company's investment portfolio.
The Company borrowed $15 million to partially fund the IOMA purchase, of
which, $1 million was repaid during the current quarter. The Company received
$3.7 million in cash from the sale of Class A stock to employees and repurchased
$8.2 million of Class B and Class C stock. Total 1998 repurchases of capital
stock are expected to be approximately $11 million. Almost $5.1 million was paid
out to stockholders as cash dividends.
The Company's investment portfolios are primarily invested in bonds and
other interest-sensitive securities, and have benefitted from the decline in
market interest rates. With over $157 million in cash and investment portfolios,
the financial position and liquidity of the Company remains very strong.
<PAGE>12
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PART II
Item 1 Legal Proceedings
-----------------
There were no material legal proceedings during the first thirty-six
weeks of 1998.
Item 2 Change in Securities
--------------------
There were no changes in securities.
Item 3 Defaults upon Senior Securities
-------------------------------
There were no defaults upon senior securities.
Item 4 Submission of Matters to a Vote of Securities Holders
-----------------------------------------------------
There were no matters submitted to a vote for security holders.
Item 5 Other Information
-----------------
No other information is presented herein.
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
No reports were filed on Form 8-K during the quarter ended
September 12, 1998.
<PAGE>13
-13-
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.
The Bureau of National Affairs, Inc.
------------------------------------
Registrant
10/21/98 s\ Paul N. Wojcik
-------- ---------------------------------
Date Paul N. Wojcik
President and Chief Executive Officer
10/21/98 s\ George J. Korphage
-------- ---------------------------------
Date George J. Korphage
Vice President and Chief Financial Officer
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