American Eagle Outfitters 2008 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
¥ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 31, 2009
OR
nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-33338
American Eagle Outfitters, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
No. 13-2721761
(I.R.S. Employer
Identification No.)
77 Hot Metal Street, Pittsburgh, PA
(Address of principal executive offices)
15203-2329
(Zip Code)
Registrant’s telephone number, including area code:
(412) 432-3300
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, $0.01 par value
(Title of class)
New York Stock Exchange
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES ¥NO n
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Sections 15(d) of the
Act. YES nNO ¥
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 at
the past 90 days. YES ¥NO n
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. n
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¥Accelerated filer nNon-accelerated filer nSmaller reporting company n
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES nNO ¥
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of
August 2, 2008 was $2,443,983,683.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest
practicable date: 206,380,486 Common Shares were outstanding at March 13, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Proxy Statement for 2009 Annual Meeting of Stockholders, in part, as indicated.

Table of contents

  • Page 1
    ... Number: 1-33338 American Eagle Outfitters, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) No. 13-2721761 (I.R.S. Employer Identification No.) 77 Hot Metal Street, Pittsburgh, PA (Address of principal executive...

  • Page 2

  • Page 3
    ... ...Item 9A. Controls and Procedures ...Item 9B. Other Information ...Item 5. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. PART III Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 4
    ... designs, markets and sells its own brand of high quality, on-trend clothing, accessories and personal care products at affordable prices while targeting 15 to 25 year-old customers. We opened our first American Eagle Outfitters store in the United States in 1977 and expanded the brand into Canada...

  • Page 5
    ... Fiscal 2009, we will continue to open AE and aerie by American Eagle stores. We plan to open 17 aerie stores, with an average size of 4,200 gross square feet. Additionally, we plan to open 11 new AE stores including a flagship location in the Times Square area of New York, New York. We also plan to...

  • Page 6
    ... as with promotional events planned throughout the year. Our customer loyalty program, the AE All-Access PassË› serves as a critical one-on-one connection point with our best customers and rewards brand loyalty. aerie by American Eagle In the fall of 2006, we launched our new intimates brand, aerie...

  • Page 7
    ... 40 year-old women and men. MARTIN + OSA offers Refined CasualTM clothing and accessories designed to be valuable, irresistible, inspiring, authentic and adventurous. During Fiscal 2008, we opened 10 MARTIN + OSA stores. Additionally, in Fiscal 2008, MARTIN + OSA began offering merchandise online at...

  • Page 8
    ... member of the Customs - Trade Partnership Against Terrorism program ("C-TPAT") during 2004. C-TPAT is a voluntary program offered by CBP in which an importer agrees to work with CBP to strengthen overall supply chain security. Our internal security procedures were reviewed by CBP during February...

  • Page 9
    ... been used towards the issuance of an AE gift card expire after 36 months of no purchase activity. AE Credit Card holders receive special promotional offers and advance notice of all American Eagle in-store sales events. The AE Visa Card is accepted in all of our stores and AEO Direct sites, while...

  • Page 10
    ... the number and timing of new store openings, the acceptability of seasonal merchandise offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather and general economic conditions. Available Information Our Annual Reports on Form 10-K, Quarterly Reports on...

  • Page 11
    ... remodels and expansions Our continued growth and success will depend in part on our ability to open and operate new stores and expand and remodel existing stores on a timely and profitable basis. During Fiscal 2009, we plan to open 11 new American Eagle stores in the U.S. and Canada and 17 aerie...

  • Page 12
    ... capital spending plan, we are not opening any new MARTIN + OSA stores during Fiscal 2009. We will continue to strengthen our operating model with the 28 existing stores and look for ongoing progress in merchandising and consumer awareness. Our strategy includes a targeted marketing plan to drive...

  • Page 13
    ... opening of our 25,000 square foot flagship store in the Times Square area of New York, New York; and • the construction and integration of the second phase of our new corporate headquarters in Pittsburgh, Pennsylvania. We rely upon our facilities and information systems to support the management...

  • Page 14
    ... to meet our operating requirements. In addition, the banks participating in our various credit facilities are currently rated as investment grade, and the entire amounts under the credit facilities are currently available to us. We draw on our credit facilities to increase our cash position to add...

  • Page 15
    ... houses our data center and additional office space. We lease an additional location of approximately 18,000, which is used for storage space. This lease expires in 2010. We rent approximately 131,000 square feet of office space in New York, New York for our designers and sourcing and production...

  • Page 16
    ... 16, 2009, there were 717 stockholders of record. However, when including associates who own shares through our employee stock purchase plan, and others holding shares in broker accounts under street name, we estimate the stockholder base at approximately 60,000. For the Quarters Ended Market Price...

  • Page 17
    ... our common stock and the respective index on January 31, 2004 and includes reinvestment of all dividends. The plotted points are based on the closing price on the last trading day of the fiscal year indicated. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among American Eagle Outfitters, Inc., The...

  • Page 18
    ...Fiscal 2009 and the authorization relating to 30.0 million shares expires at the end of Fiscal 2010. Equity Compensation Plan Table The following table sets forth additional information as of the end of Fiscal 2008, about shares of our common stock that may be issued upon the exercise of options and...

  • Page 19
    ... Years Ended(1) January 31, February 2, February 3, January 28, January 29, 2009 2008 2007 2006 2005 (In thousands, except per share amounts, ratios and other financial information) Summary of Operations(2) Net sales(3)...Comparable store sales (decrease) increase(4)...Gross profit...Gross profit...

  • Page 20
    ... Financial Statements for additional information regarding the stock split. (7) Amount for the fiscal year ended January 29, 2005 represents cash dividends paid for two quarters only. Note that the Company initiated quarterly dividend payments during the third quarter of Fiscal 2004. (8) Amounts...

  • Page 21
    ... Eagle stores and 17 new aerie stores in the United States and Canada during Fiscal 2009; • the selection of 25 to 35 American Eagle stores in the United States and Canada for remodeling during Fiscal 2009; • the future opening of 77kids by american eagle stores; • the success of MARTIN + OSA...

  • Page 22
    ... loss is recorded in selling, general and administrative expenses. Our impairment loss calculations require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that...

  • Page 23
    ...value of our stock option awards, we use the Black-Scholes option pricing model, which requires management to apply judgment and make assumptions to determine the fair value of our awards. These assumptions include estimating the length of time employees will retain their vested stock options before...

  • Page 24
    ... costs consist of: compensation, employee benefit expenses and travel for our buyers; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies for our distribution...

  • Page 25
    ... costs due to bringing our AEO Direct fulfillment and Canadian distribution services in-house. Share-based payment expense included in gross profit decreased to approximately $5.7 million compared to $6.2 million last year. Our gross profit may not be comparable to that of other retailers, as some...

  • Page 26
    ... of five M+O stores this year. The higher rate this year is primarily due to the comparable store sales decline, partially offset by an improvement in incentive compensation of 100 basis points. Share-based payment expense included in selling, general and administrative expenses decreased to...

  • Page 27
    ..., general and administrative expenses improved by 40 basis points to 23.4% from 23.8% last year. For the period, incentive compensation and supplies expense improved as a percent to net sales partially offset by increases in professional fees and advertising. Share-based payment expense included in...

  • Page 28
    ...the auction process which took place every 30 to 35 days for most of our auction rate securities, quoted market prices were readily available, thus qualifying as Level 1 under SFAS No. 157. However, due to events in credit markets beginning in the first quarter of Fiscal 2008, the auction events for...

  • Page 29
    ... and our view of current market conditions. The use of different assumptions would result in a different valuation and related charge. For example, an increase in the recovery period by one year would reduce the fair value of our investment in auction rate securities by approximately $6.1 million...

  • Page 30
    ... operations. Additionally, our uses of cash include the completion of our new corporate headquarters, the development of aerie by American Eagle and 77kids by american eagle and the continued investment in the operations of MARTIN + OSA. We expect to be able to fund our future cash requirements 28

  • Page 31
    ...development of 77kids by american eagle. Our growth strategy includes internally developing new brands and the possibility of acquisitions. We periodically consider and evaluate these options to support future growth. In the event we do pursue such options, we could require additional equity or debt...

  • Page 32
    ... store in the Times Square area of New York, New York, and 17 new aerie stores. The remaining half relates to the completion of our headquarters, information technology and distribution center projects. At this time, our 2009 capital expenditures projection does not include new M+O stores. Stock...

  • Page 33
    ... dividend was paid during each quarter of Fiscal 2008. Subsequent to the fourth quarter of Fiscal 2008, our Board declared a quarterly cash dividend of $0.10 per share, payable on April 10, 2009, to stockholders of record at the close of business on March 30, 2009. The payment of future dividends is...

  • Page 34
    ...on our cash, short-term and long-term investment balances. Additionally, borrowings under our demand lines, which expire on April 22, 2009, bear interest at variable rates based on the prime rate or LIBOR. At January 31, 2009, the weighted average interest rate on our borrowings was 2.4%. Based upon...

  • Page 35
    ... in value in the near term, for Fiscal 2008 we recorded an OTTI charge of $10.1 million based on the closing market price for the underlying preferred shares on January 30, 2009. In addition to the OTTI recorded, as a result of the current market conditions, we recorded a net temporary impairment...

  • Page 36
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated ...

  • Page 37
    Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of American Eagle Outfitters, Inc. We have audited the accompanying consolidated balance sheets of American Eagle Outfitters, Inc. (the Company) as of January 31, 2009 and February 2, 2008, and the ...

  • Page 38
    AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED BALANCE SHEETS January 31, February 2, 2009 2008 (In thousands, except per share amounts) ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Merchandise inventory ...Accounts and note receivable ...Prepaid expenses and other ...

  • Page 39
    AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended January 31, February 2, February 3, 2009 2008 2007 (In thousands, except per share amounts) Net sales ...$2,988,866 Cost of sales, including certain buying, occupancy and warehousing expenses ...1,814,765 ...

  • Page 40
    AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended January 31, February 2, February 3, 2009 2008...sale classification to trading classification, net ...related to the disposition of National Logistics Services ...Other comprehensive (loss) income ......

  • Page 41
    ... Stock(2) Expense (In thousands, except per share amounts) Balance at January 28, 2006 ...Stock awards ...Repurchase of common stock as part of publicly announced programs . . Repurchase of common stock from employees ...Cash paid for fractional shares in three-for-two stock split ...Reissuance...

  • Page 42
    ... of common stock from employees ...Cash paid for fractional shares in connection with three-for-two stock split Net proceeds from stock options exercised ...Excess tax benefit from share-based payments ...Cash dividends paid ... Net cash used for financing activities ...Effect of exchange rates on...

  • Page 43
    ... and MARTIN + OSA» brands. American Eagle Outfitters designs, markets and sells its own brand of high quality, on-trend clothing, accessories and personal care products at affordable prices while targeting 15 to 25 year-old customers. The Company opened its first American Eagle Outfitters store in...

  • Page 44
    ...is not active, specifically regarding consideration of management's internal assumptions in measuring fair value when observable data are not present, how observable market information from an inactive market should be taken into account, and the use of broker quotes or pricing services in assessing...

  • Page 45
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fair Value of Financial Instruments SFAS No. 107, Disclosures about Fair Value of Financial Instruments ("SFAS No. 107"), requires management to disclose the estimated fair value of certain assets and ...

  • Page 46
    ...the Impairment or Disposal of Long Lived Assets ("SFAS No. 144"), our management evaluates the ongoing value of leasehold improvements and store fixtures associated with retail stores, which have been open longer than one year. The Company evaluates long-lived assets for impairment at the individual...

  • Page 47
    ... which is capped through the use of stop loss contracts with insurance companies. However, any significant variation of future claims from historical trends could cause actual results to differ from the accrued liability. Co-branded Credit Card and Customer Loyalty Program In April 2008, the Company...

  • Page 48
    ... of the award gift card, and the impact of adjustments is recorded in cost of sales. The Company also offers its customers the AE All-Access PassË› (the "Pass"), a customer loyalty program. Using the Pass, customers accumulate points based on purchase activity and earn rewards by reaching certain...

  • Page 49
    ... return reserve account follows: For the Years Ended January 31, February 2, 2009 2008 (In thousands) Beginning balance ...Returns...Provisions...Ending balance ... $ 4,683 (81,704) 81,113 $ 4,092 $ 5,998 (83,082) 81,767 $ 4,683 Revenue is not recorded on the purchase of gift cards. A current...

  • Page 50
    ... expenses consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office...

  • Page 51
    ... service fee on active gift cards. As a result, the Company estimates gift card breakage and recognizes revenue in proportion to actual gift card redemptions as a component of net sales. The Company determines an estimated gift card breakage rate by continuously evaluating historical redemption data...

  • Page 52
    ... Eagle Brand U.S. and Canadian retail stores, aerie by American Eagle retail stores, MARTIN + OSA retail stores and AEO Direct) that reflect the basis used internally to review performance and allocate resources. All of the operating segments have been aggregated and are presented as one reportable...

  • Page 53
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Reclassification Certain reclassifications have been made to the Consolidated Financial Statements for prior periods in order to conform to the Fiscal 2007 presentation, including unaudited quarterly financial ...

  • Page 54
    ... received proceeds of $184.0 million. As of January 31, 2009, the Company had no investments classified as trading securities. The following tables present the length of time available-for-sale securities were in continuous unrealized loss positions but were not deemed to be other-than-temporarily...

  • Page 55
    ...in the near term, for Fiscal 2008 the Company recorded an OTTI charge related to these ARPS of $10.1 million based on the closing market price for the underlying preferred shares on January 30, 2009. In addition to the OTTI recorded, as a result of the current market conditions, the Company recorded...

  • Page 56
    ... cash flow analysis. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, timing and amount of cash flows and expected recovery periods of the ARS. As of January 31, 2009, the Company held certain assets that are required to be measured at fair value...

  • Page 57
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As a result of the fair value analysis for Fiscal 2008, the Company recorded a net temporary impairment of $35.3 million ($21.8 million, net of tax). This amount was recorded in other comprehensive income ("OCI...

  • Page 58
    ... operations. 8. Leases The Company leases all store premises, some of its office space and certain information technology and office equipment. The store leases generally have initial terms of ten years. Most of these store leases provide for base rentals and the payment of a percentage of sales...

  • Page 59
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A summary of fixed minimum and contingent rent expense for all operating leases follows: For the Years Ended January 31, February 2, February 3, 2009 2008 2007 (In thousands) Store rent: Fixed minimum ......

  • Page 60
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 9. Other Comprehensive Income The accumulated balances...Expense) Comprehensive Income Benefit (Loss) (In thousands) Balance...as follows: For the Years Ended January 31, February 2, 2009 2008 (In thousands) Net ...

  • Page 61
    ... granted to retirement eligible employees, the full compensation cost of an award must be recognized immediately upon grant. Share-based compensation plans 1994 Stock Option Plan On February 10, 1994, the Company's Board adopted the American Eagle Outfitters, Inc. 1994 Stock Option Plan (the "1994...

  • Page 62
    ...and conditions of these awards. The 2005 Plan provides for grants to directors who are not officers or employees of the Company, which are not to exceed 20,000 shares per year (not to be adjusted for stock splits). Through January 31, 2009, 9.1 million non-qualified stock options, 2.9 million shares...

  • Page 63
    ... model with the following weighted-average assumptions: Black-Scholes Option Valuation Assumptions For the Years Ended January 31, February 2, February 3, 2009 2008 2007 Risk-free interest rates(1) ...Dividend yield ...Volatility factors of the expected market price of the Company's common stock...

  • Page 64
    ... least 18 years old and have completed 60 days of service. Contributions are determined by the employee, with the Company matching 15% of the investment up to a maximum investment of $100 per pay period. These contributions are used to purchase shares of Company stock in the open market. 12. Income...

  • Page 65
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The significant components of the Company's deferred tax assets and liabilities were as follows: January 31, February 2, 2009 2008 (In thousands) Deferred tax assets: Rent ...Deferred compensation ......

  • Page 66
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As a result of additional tax deductions related to share-based payments, tax benefits have been recognized as contributed capital for Fiscal 2008, Fiscal 2007, and Fiscal 2006 in the amounts of $1.1 million, ...

  • Page 67
    ... of the July 2006 and 2007 federal tax returns started in the first quarter of Fiscal 2008 and remains in process. The Company does not anticipate that any adjustments will result in a material change to its financial position or results of operations. All years prior to July 2003 are no longer...

  • Page 68
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fiscal 2008 Quarters Ended August 2, November 1, January 31, 2008 2008 2009 (In thousands, except per share amounts) May 3, 2008 Net sales ...Gross profit ...Net income ...Income per common share - basic ......

  • Page 69
    ...the management of American Eagle Outfitters, Inc. (the "Management"), including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Management...

  • Page 70
    ... reporting as of January 31, 2009, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American Eagle Outfitters, Inc. as of January 31, 2009 and February 2, 2008...

  • Page 71
    ... captions "Proposal One: Election of Directors," "Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance Information," and "Board Committees" in our Proxy Statement relating to our 2009 Annual Meeting of Stockholders is incorporated herein by reference...

  • Page 72
    ... Agreement(5) Employee Stock Purchase Plan(6) Form of the Registrant's 1999 Stock Incentive Plan, as amended(7) Management Incentive Plan(8) Employment Agreement between the Registrant and LeAnn Nealz dated March 31, 2004(9) Profit Sharing and 401(k) Plan(10) Employment Agreement between...

  • Page 73
    ...filed as Appendix A to the Definitive Proxy Statement for the 2003 Annual Meeting of Stockholders held on May 27, 2003, filed April 14, 2003...filed as Exhibit 10.2 to the Form 8-K dated December 17, 2008, filed December 23, 2008 and incorporated herein by reference. (13) Previously filed as Exhibit 10...

  • Page 74
    ... 10.1 to the Form 8-K dated January 20, 2009, filed January 23, 2009 and incorporated herein by reference. ^ Management contract of compensatory plan of arrangement. * Filed herewith. ** Furnished herewith. (b) Exhibits The exhibits to this report have been filed herewith. (c) Financial Statement...

  • Page 75
    ... by the undersigned, thereunto duly authorized. AMERICAN EAGLE OUTFITTERS, INC. By: /s/ James V. O'Donnell James V. O'Donnell Chief Executive Officer Dated March 30, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the...

  • Page 76
    ... 21 Subsidiaries American Eagle Outfitters, Inc., a Delaware Corporation, has the following wholly owned subsidiaries: AE Admin Services Co LLC, a Ohio Limited Liability Company AE Corporate Services Co., a Delaware Corporation AE Direct Co. LLC, a Delaware Limited Liability Company AE Distribution...

  • Page 77
    ... • Employee Stock Purchase Plan (Registration No. 333-3278), • 1994 Restricted Stock Plan (Registration No. 33-79358), • 1994 Stock Option Plan (Registration Nos. 333-44759, 33-79358, and 333-12661), • Stock Fund of American Eagle Outfitters, Inc. Profit Sharing and 401(k) Plan (Registration...

  • Page 78
    ...the "Commission"), the Corporation's Annual Report on Form 10-K (the "Form 10-K") for the year ended January 31, 2009, and likewise to sign and file with the Commission any and all amendments to the Form 10-K, and the Corporation hereby appoints such persons as its attorneys-in-fact and each of them...

  • Page 79
    ... in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 80
    ... in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who...

  • Page 81
    ... Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ James V. O'Donnell James V. O'Donnell Chief Executive Officer (Principal Executive Officer) March 30, 2009

  • Page 82
    ...and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joan Holstein Hilson Joan Holstein Hilson Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal...

  • Page 83

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