UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 1, 2005
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 01-07284
Baldor Electric Company
Exact name of registrant as specified in its charter
Missouri | 43-0168840 | |
State or other jurisdiction of incorporation or organization |
IRS Employer Identification No. | |
5711 R. S. Boreham, Jr., St Fort Smith, Arkansas |
72901 | |
Address of principal executive offices | Zip Code |
479-646-4711
Registrants telephone number, including area code
Securities registered pursuant to section 12(b) of the Act:
Title of Class |
Name of each exchange on which registered | |
Common Stock, $0.10 Par Value | New York Stock Exchange | |
Common Stock Purchase Rights | New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
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 such filing requirements for 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 registrants 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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value of voting stock held by non-affiliates of the registrant based on the closing price on July 3, 2004, was $629,113,574.
At February 26, 2005, there were 33,183,072 shares of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended January 1, 2005 (the 2004 Annual Report to Shareholders ), are incorporated by reference into Part I and Part II.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April 16, 2005 (the 2005 Proxy Statement), are incorporated by reference into Part III.
Baldor Electric Company (Baldor or the Company) was incorporated in Missouri in 1920. The Company operates in one industry segment, which includes the design, manufacture, and sale of electric motors, drives, generators and related products. Baldor has made several small acquisitions; however, the majority of its growth has come internally through broadening its markets and product lines.
The AC motor product line presently ranges in size from 1/50 up to 1500 horsepower. The DC motor product line presently ranges from 1/50 through 800 horsepower. The adjustable speed controls product line ranges from 1/50 to 900 horsepower. The Companys industrial control products include servo products, DC controls, position controls, and inverter and vector drives. With these products, the Company provides its customers the ability to purchase a drive from one manufacturer. Baldor defines a drive as an industrial motor and an electronic control. The Companys power generator line ranges from 1.3 kilowatts to 2000 kilowatts. Sales of industrial electric motors represented approximately 76% of the Companys business in 2004, 78% in 2003, and 79% in 2002. Almost all of the remaining sales were of power generators, drives, speed reducers, industrial grinders, buffers, polishing lathes, stampings, castings, and repair parts.
Baldors industrial motors and drives are designed, manufactured, and marketed for general purpose uses (stock products) and to individual customer requirements and specifications (custom products). Stock products represented approximately 60% of total product sales in 2004, 62% in 2003 and 65% in 2002. Most stock product sales are to customers who place their orders for immediate shipment from current inventory. Custom products generally are shipped within two weeks from the date of order. Because of these and other factors, the Company does not believe that its backlog represents an accurate indication of future shipments.
The products of the Company are marketed throughout the United States and in more than 60 foreign countries. The Companys field sales organization, comprised of independent manufacturers representatives and Company sales personnel, consists of more than 70 locations, including 41 in North America. The remainder of the Companys representatives are located in various parts of the world including Europe, Latin America, Australia, and the Far East.
Custom products and stock products are sold to original equipment manufacturers (OEMs). Stock products are also sold to independent distributors for resale, often as replacement components in industrial machinery that is being modernized or upgraded for improved performance.
No single customer accounted for more than 5% of sales; therefore, the Company does not believe that the loss of any single customer would have a material effect on its total business.
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The Company faces substantial competition in the sale of its products in all markets served. Some of the Companys competitors are larger in size or are divisions of large diversified companies and have substantially greater financial resources. The Company competes by providing its customers better value through product quality and efficiency and better services, including product availability, shorter lead-times, on-time delivery, local support, product literature, and training.
The Company is not aware of any industry-wide statistics from which it can precisely determine its relative position in the industrial electric motor industry. In the United States certain industry statistics are available from the U.S. Department of Commerce and the National Electrical Manufacturers Association. However, these sources do not include all competitors or all sizes of motors. The Company believes that it is a significant factor in its domestic markets and that its share of the market has increased over the past several years.
The Company manufactures many of the components used in its products, including laminations, stamped steel parts, and aluminum die castings. Manufacturing many of its own components permits the Company to better manage cost, quality, and availability. In addition to the manufacturing of components, the Companys motor manufacturing operations include machining, welding, winding, assembling, and finishing operations.
The raw materials necessary for the Companys manufacturing operations are available from several sources. These materials include steel, copper wire, gray iron castings, aluminum, insulating materials, and diesel engines. Many of these materials are purchased from more than one supplier. The Company believes that alternative sources are available for such materials.
The Companys design and development of electric motors, drives and generators include both the development of products, which extend the product lines, and the modification of existing products to meet new application requirements. Additional development work is done to improve production methods. Costs associated with research, new product development, and product and cost improvements are treated as expenses when incurred and amounted to approximately $23,356,000 in 2004, $21,932,000 in 2003, and $22,484,000 in 2002.
Compliance with laws relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect on capital expenditures, earnings, or the financial position of the Company and is not expected to have such an effect.
As of February 26, 2005, the Company had 3,814 employees.
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Executive Officers of the Registrant
Information regarding executive officers is contained in Part III, Item 10, and incorporated herein by reference.
International sales (foreign affiliates and exports) were approximately 16% of total sales in 2004, 15% of total sales in 2003, and 14% of total sales in 2002. See also Note I on page 28 of the 2004 Annual Report to Shareholders. The majority of international sales are from products produced in the United States and exported.
The Companys products are distributed in more than 70 foreign countries, principally in Canada, Mexico, Europe, Australia, the Far East, and Latin America. Baldors wholly-owned affiliate, Baldor UK Ltd., has sales offices and a development and manufacturing facility in the UK. Baldor and its affiliates in Europe have sales offices in Germany and Switzerland. The Company owns majority interests in Australian Baldor Pty. Limited which has locations in Sydney and Melbourne. The Company wholly owns Baldor Electric (Far East) Pte. Ltd. located in Singapore and Baldor Japan Corporation located in Yokohama, Japan, and has sales offices in Taiwan and the Philippines. The Company also wholly owns Baldor de Mexico, S.A. de C.V. located in Leon, Mexico.
The Company believes that it is in a position to act on global opportunities as they become available. The Company also believes that there are additional risks attendant to international operations, including currency fluctuations and possible restrictions on the movement of funds. However, these risks have not had a significant effect on the Companys business.
Access to Filings on Company Website
The Company makes available its Forms 10-K, 10-Q, 8-K, and amendments thereto on its corporate website when filed with the SEC. These filings, along with the Companys Annual Reports to Shareholders, Proxy Statements, Code of Ethics for Certain Executives, and certain other corporate governance documents may be viewed online free of charge by accessing the Companys website at www.baldor.com and selecting the Investor Relations section.
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The Company believes that its facilities, including equipment and machinery, are in good condition, suitable for current operations, adequately maintained and insured, and capable of sufficient additional production levels. The following table contains information with respect to the Companys properties.
LOCATION |
PRIMARY USE |
AREA (SQ. FT.) | ||
Fort Smith, AR | AC motor production | 384,969 | ||
Distribution and service center | 208,000 | |||
Administration and engineering offices | 79,675 | |||
Aluminum die casting | 79,330 | |||
Drives production center | 162,000 | |||
St. Louis, MO | Metal stamping and engineering toolroom | 187,385 | ||
Columbus, MS | AC motor production | 156,000 | ||
Westville, OK | AC and DC motor production | 207,250 | ||
Fort Mill, SC | DC motor, AC motor, and tachometer production | 108,000 | ||
Clarksville, AR | Subfractional AC and DC motors, gear motors, worm-gear speed reducers, and tachometer production | *165,735 | ||
Ozark, AR | AC motor production | 151,783 | ||
Five other domestic locations | Metal stamping and motor, drives, and generator production | 278,798 | ||
15 foreign locations | Sales and distribution centers and electronic controls production | **116,597 | ||
2,285,522 |
* | This property is leased pursuant to an Industrial Revenue Bond agreement. |
** | Of this amount, approximately 90,000 sq. ft. is leased. |
The Company also has approximately 350,000 sq. ft. of space available for expansion, currently fully leased to outside firms.
The Company is party to a number of legal proceedings incidental to its business, none of which is deemed to be material to its operations or business.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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Item 5. Market for the Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Information under the captions Ticker, Dividends Paid, Common Stock Price Range, and Shareholders, on page 33 of the 2004 Annual Report to Shareholders, is incorporated herein by reference.
During the fourth quarter of 2004, certain District Managers exercised non-qualified stock options previously granted to them under the Baldor Electric Company 1990 Stock Option Plan for District Managers (the DM Plan). The exercise price paid by the District Managers equaled the fair market value on the date of the grant. The total amount of shares granted under the DM Plan is approximately 1% of the outstanding shares of Baldor common stock. None of the transactions were registered under the Securities Act of 1933, as amended (the Act), in reliance upon the exemption from registration afforded by Section 4(2) of the Act. The Company deems this exemption to be appropriate given that there are a limited number of participants in the DM Plan and all parties are knowledgeable about the Company.
Information about equity compensation plans not approved by security holders contained in the 2004 Annual Report to Shareholders under the caption Note K Stock Plans is incorporated herein by reference. The following table contains information regarding the number of shares of common stock that may be issued pursuant to the Companys equity compensation plans as of January 1, 2005.
Equity Compensation Plan Information
Plan Category |
(a) Number of |
(b) Weighted- options, |
(c) Number of securities | ||||
Equity Compensation plans approved by security holders |
2,198,871 | $ | 18.78 | 1,138,426 | |||
Equity compensation plans not approved by security holders |
71,004 | $ | 20.12 | 142,441 | |||
Total |
2,269,875 | $ | 18.82 | 1,280,867 |
Since November 2003, the Company has been authorized to repurchase up to three million shares. No shares were repurchased during the fourth quarter of 2004. This repurchase authorization expires in December 2008.
Item 6. Selected Financial Data
Information concerning net sales, net earnings, net earnings per share, dividends per share, long-term obligations, and total assets for the years ended 1994 through 2004 is contained under the caption Eleven-Year Summary of Financial Data on page 16 of the 2004 Annual Report to Shareholders and is incorporated herein by reference.
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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
Information under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 18 through 20 of the 2004 Annual Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Information under the sub-caption Market Risk of the caption Managements Discussion and Analysis of Financial Condition and Results of Operations on page 19 of the 2004 Annual Report to Shareholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company and related notes on pages 21 through 30, the Report of Independent Registered Public Accounting Firm on page 31, Report of Management on Responsibility for Financial Reporting on page 32, and the Summary of Quarterly Results of Operations (Unaudited) on page 22 of the 2004 Annual Report to Shareholders are incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not Applicable.
Item 9A. Controls and Procedures
Disclosures Controls and Procedures
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management in a timely manner. The Company, under the supervision and with the participation of management, including the principal executive officer and principal financial officer evaluated as of January 1, 2005 the effectiveness of this system of disclosure controls and procedures, and has concluded that such disclosure controls and procedures were effective as of that date.
Internal Control Over Financial Reporting
Managements assessment, and the attestation report of the Companys public accounting firm, of the effectiveness of the Companys internal control over financial reporting are incorporated herein by reference from the Report of Management on Internal Control over Financial Reporting located on page 32 of the 2004 Annual Report to Shareholders and Report of Independent Registered Public Accounting Firm located on page 31 of the 2004 Annual Report to Shareholders.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in the Companys internal controls over financial reporting or in other factors that could significantly affect those controls subsequent to the date of managements assessment.
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On November 8, 2004, the Company approved a Bonus Plan for Executive Officers to be implemented for the Companys fiscal year 2005. The participants in this Bonus Plan will be the executive officers of the Company for fiscal year 2005. The formula used in the Bonus Plan is comprised of two independent segments. Each segment provides 50% of the bonus. Segment 1 is based on the Companys sales plan for fiscal year 2005 and Segment 2 is based on the Companys pre-tax earnings plan for fiscal year 2005.
Item 10. Directors and Executive Officers of the Registrant
Information contained in the 2005 Proxy Statement under the captions Proposal 1 - Election of Directors, Code of Ethics, Statement of Audit Committee Member Independence and Financial Expertise, and Section 16(a) Beneficial Ownership Reporting Compliance is incorporated herein by reference. The current executive officers of the Company, each of whom is elected for a term of one year or until his successor is elected and qualified, are:
Name |
Age |
Position |
Served as Officer Since | |||
John A. McFarland |
53 | Chairman and Chief Executive Officer | 1990 | |||
Ronald E. Tucker |
47 | President, Chief Financial Officer and Secretary | 1997 | |||
Randall P. Breaux |
42 | Vice President Marketing | 2001 | |||
Roger V. Bullock |
55 | Vice President Drives | 2002 | |||
Randy L. Colip |
46 | Vice President Sales | 1997 | |||
Charles H. Cramer |
60 | Vice President Human Resources | 1984 | |||
Gene J. Hagedorn |
58 | Vice President Materials | 1994 | |||
Jeffrey R. Hubert |
51 | Vice President Sales | 2002 | |||
Tracy L. Long |
39 | Treasurer and Assistant Secretary | 2003 | |||
Ronald W. Thurman |
51 | Vice President Engineering | 2005 | |||
Randal G. Waltman |
55 | Vice President Operations | 1997 |
Each of the executive officers has served as an officer or in a management capacity with the Company for the last five years except for Jeffrey R. Hubert. Mr. Hubert joined Baldor in July 2001 as the Companys Director of Business Development. Prior to joining Baldor, Mr. Hubert spent 15 years in the motor business in various areas of sales, marketing, customer service, and application engineering. There are no family relationships among the directors or executive officers.
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Item 11. Executive Compensation
Information contained in the 2005 Proxy Statement under the caption Executive Compensation, except for the information contained in the sub-captions Board Report on Executive Compensation and Performance Graph, is incorporated herein by reference. Information contained in the 2005 Proxy Statement under the caption Proposal 1 Election of Directors paragraph headed Director Compensation is also incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The security ownership by officers, directors, and beneficial owners of more than five percent of the Companys Common Stock included under the caption Security Ownership of Certain Beneficial Owners and Management of the 2005 Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Certain relationships and related transactions included under the caption Compensation Committee Interlocks and Insider Participation of the 2005 Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information contained in the 2005 Proxy Statement under the caption Independent Auditors is incorporated herein by reference.
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Item 15. Exhibits and Financial Statement Schedules
(a) (1) | The following consolidated financial statements of Baldor Electric Company and its affiliates, included in the 2004 Annual Report to Shareholders, are incorporated by reference in Item 8 of this Report: |
| Consolidated Balance Sheets - January 1, 2005 and January 3, 2004 |
| Consolidated Statements of Earnings - for each of the three years in the period ended January 1, 2005 |
| Consolidated Statements of Cash Flows - for each of the three years in the period ended January 1, 2005 |
| Consolidated Statements of Shareholders Equity - for each of the three years in the period ended January 1, 2005 |
| Notes to Consolidated Financial Statements |
(2) | The following consolidated financial statement schedule of Baldor Electric Company and its affiliates is included in Item 14(d) of this Report: |
| Schedule II Valuation and Qualifying Accounts |
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable.
(3) | See Exhibit Index at pages 15-16 of this Report. |
(b) | Exhibits |
See Exhibit Index at pages 15-16 of this Report.
(c) | Financial Statement Schedules |
The response to this portion of Item 15 is submitted as a separate section of this Report at page 14 hereof.
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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.
BALDOR ELECTRIC COMPANY | ||
(Registrant) | ||
By | /s/ John A. McFarland | |
John A. McFarland | ||
Chairman and Chief Executive Officer | ||
(Principal Executive Officer) |
Date: March 16, 2005
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John A. McFarland and Ronald E. Tucker, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Report and any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
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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 and on the dates indicated.
SIGNATURE PAGE FOR FORM 10-K FOR YEAR ENDED JANUARY 1, 2005.
Signature |
Title |
Date | ||
/s/ John A. McFarland John A. McFarland |
Chairman, Chief Executive Officer, and Director (Principal Executive Officer) |
March 16, 2005 | ||
/s/ Ronald E. Tucker Ronald E. Tucker |
President, Chief Financial Officer and Secretary (Principal Financial Officer) (Principal Accounting Officer) |
March 16, 2005 | ||
/s/ Jefferson W. Asher, Jr. |
Director | March 16, 2005 | ||
Jefferson W. Asher, Jr. | ||||
/s/ Merlin J. Augustine, Jr. |
Director | March 16, 2005 | ||
Merlin J. Augustine, Jr. | ||||
/s/ R. S. Boreham, Jr. |
Director | March 16, 2005 | ||
R. S. Boreham, Jr. | ||||
/s/ Richard E. Jaudes |
Director | March 16, 2005 | ||
Richard E. Jaudes | ||||
/s/ Robert J. Messey |
Director | March 16, 2005 | ||
Robert J. Messey | ||||
/s/ Robert L. Proost |
Director | March 16, 2005 | ||
Robert L. Proost | ||||
/s/ R. L. Qualls |
Director | March 16, 2005 | ||
R. L. Qualls | ||||
/s/ Barry K. Rogstad |
Director | March 16, 2005 | ||
Barry K. Rogstad |
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BALDOR ELECTRIC COMPANY AND AFFILIATES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Column A |
Column B |
Column C |
Column D |
Column E | |||||||||||
Additions |
|||||||||||||||
Description |
Balance at Beginning of Period |
Charged to And |
Charged to Other Accounts |
Deductions |
Balance at End of Period | ||||||||||
Deducted from current assets: | |||||||||||||||
Allowance for doubtful accounts | |||||||||||||||
2004 |
$ | 3,870 | $ | 0 | $ | 562 | (A) | $ | 3,308 | ||||||
2003 |
$ | 4,031 | $ | 450 | $ | 611 | (A) | $ | 3,870 | ||||||
2002 |
$ | 4,600 | $ | 1,386 | $ | 1,955 | (A) | $ | 4,031 |
(A) | Uncollectible accounts written off (net of recoveries) during year. |
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BALDOR ELECTRIC COMPANY AND AFFILIATES
INDEX OF EXHIBITS
Exhibit No. |
Description | |||
3(i) | * | Articles of Incorporation (as restated and amended) of Baldor Electric Company, effective May 2, 1998, filed as Exhibit 3(i) to the Registrants Quarterly Report on Form 10-Q for the quarter ended July 4, 1998. | ||
3(ii) | Bylaws of Baldor Electric Company (as restated and amended February 7, 2005). | |||
4(i).1 | * | Rights Agreement, dated May 6, 1998, between Baldor Electric Company and Wachovia Bank of North Carolina, N.A. (formerly Wachovia Bank & Trust Company, N.A.), as Rights Agent, originally filed as Exhibit 1 to the Registrants Current Report on Form 8-K dated May 13, 1988, and refiled as Exhibit 4(i) to the Registrants Annual Report on Form 10-K for the year ended December 31, 1994. | ||
4(i).2 | * | Amendment Number 1 to the Rights Agreement, dated February 5, 1996, filed as Exhibit 2 to the Registrants Registration Statement on Form 8-A/A dated March 21, 1996. | ||
4(i).3 | * | Amendment Number 2 to the Rights Agreement, dated June 1, 1999, filed as Exhibit 4(i)(c) to the Registrants Quarterly Report on Form 10-Q for the quarter ended July 3, 1999. | ||
10(iii).1 | * | Officers Compensation Plan, originally filed as Exhibit 10.6 to the Registrants Annual Report on Form 10-K for year ended December 31, 1988, and refiled as Exhibit 10(iii)(A)(2) to the Registrants Annual Report on Form 10-K for the year ended December 31, 1994. | ||
10(iii).2 | * | 1987 Incentive Stock Plan, originally filed as Appendix A to Registrants Proxy Statement dated April 3, 1987, and refiled as Exhibit 10(iii)(A)(3) to the Registrants Annual Report on Form 10-K for the year ended December 31, 1994. | ||
10(iii).3 | * | 1989 Stock Option Plan for Non-Employee Directors, as restated and amended at the Board of Directors Meeting on August 10, 1998, filed as Exhibit 10(iii)A.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended July 4, 1998. | ||
10(iii).4 | * | 1994 Incentive Stock Option Plan, as restated and amended at the Companys Annual Meeting on May 2, 1998, filed as Exhibit 10(iii)A.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended July 4, 1998. |
(continued on next page)
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BALDOR ELECTRIC COMPANY AND AFFILIATES
INDEX OF EXHIBITS
(continued from previous page)
Exhibit No. |
Description | |||
10(iii).5 | * | 1996 Stock Option Plan for Non-Employee Directors, as restated and amended at the Board of Directors Meeting on August 10, 1998, filed as Exhibit 10(iii)A.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended July 4, 1998. | ||
10(iii).6 | * | Stock Option Plan for Non-Employee Directors, as approved by the Companys Board of Directors on February 5, 2001, filed as Exhibit 10 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 29, 2001. | ||
10(iii).7 | | Bonus Plan for Executive Officers, as approved by the Companys Compensation Committee of the Board of Directors on November 7, 2004, and the Companys Board of Directors on November 8, 2004, and filed as Exhibit 10(iii).7 hereto. | ||
11 | Computation of Earnings Per Share, incorporated by reference in Note J of the 2004 Annual Report to Shareholders filed as Exhibit 13. | |||
13 | Portions of the 2004 Annual Report to Shareholders. The Annual Report is being filed as an exhibit solely for the purpose of incorporating certain provisions thereof by reference. Portions of the Annual Report not specifically incorporated are not deemed filed for the purposes of the Securities Exchange Act of 1934, as amended. | |||
21 | Subsidiaries of the Registrant. | |||
23(i) | Consent of Independent Auditors. | |||
24 | Powers of Attorney (set forth on signature page hereto). | |||
31.1 | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32 | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
99 | Not applicable |
The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of the holders of long-term debt of the Registrant and its consolidated affiliates.
* | Previously filed. |
| Management contract or compensatory plan or arrangement. |
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