þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Georgia | 62-0342590 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
504 Thrasher Street, Norcross, Georgia
(Address of Principal Executive Offices) |
30071
(Zip Code) |
Class | Outstanding as of January 25, 2008 | |
Class A Common Stock, $0.01 par value | 38,012,340 |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
24
25
(In Millions, Except Per Share Data)
Three Months Ended
December 31,
2007
2006
$
596.3
$
533.9
489.3
436.3
107.0
97.6
65.2
61.3
3.0
0.5
38.8
35.8
(11.8
)
(13.0
)
(0.1
)
0.2
(0.3
)
0.3
(0.9
)
(1.9
)
25.7
21.4
(8.2
)
(6.3
)
$
17.5
$
15.1
38.0
38.7
$
0.47
$
0.40
$
0.46
$
0.39
$
0.10
$
0.09
Table of Contents
(In Millions, Except Per Share Data)
Table of Contents
(In Millions)
Three Months Ended
December 31,
2007
2006
$
17.5
$
15.1
25.8
26.0
(2.7
)
4.1
2.0
1.8
(0.2
)
0.9
0.9
1.9
0.3
(0.3
)
(3.5
)
(0.2
)
(0.9
)
3.5
1.7
(0.1
)
18.1
21.8
(2.0
)
(11.2
)
(10.7
)
(3.2
)
(14.4
)
(12.1
)
9.2
(7.6
)
(18.8
)
(8.1
)
22.3
32.3
(17.9
)
(17.3
)
(0.8
)
(8.5
)
(0.1
)
0.2
3.9
2.2
0.9
0.4
(16.3
)
(20.7
)
39.5
0.3
(17.7
)
(29.1
)
10.0
11.8
(7.2
)
(8.1
)
0.6
16.3
5.2
(2.0
)
(4.5
)
(3.8
)
(3.4
)
(0.7
)
(1.0
)
18.7
(12.5
)
0.3
24.7
(0.6
)
10.9
6.9
$
35.6
$
6.3
$
1.5
$
4.6
5.9
8.2
Table of Contents
For the Three Month Period Ended December 31, 2007
(Unaudited)
Table of Contents
Three Months Ended
December 31,
2007
2006
$
17.5
$
15.1
(4.7
)
(0.3
)
(0.7
)
0.1
0.1
$
17.3
$
9.8
Three Months Ended
December 31,
2007
2006
$
17.5
$
15.1
37.3
37.3
0.7
1.4
38.0
38.7
$
0.47
$
0.40
$
0.46
$
0.39
Table of Contents
Severance
and Other
Equipment
Net Property,
Employee
and
Facility
Plant and
Related
Inventory
Carrying
Segment
Period
Equipment
(1)
Costs
Relocation
Costs
Other
Total
Consumer
$
1.9
$
1.1
$
0.1
$
0.1
$
0.1
$
3.3
Packaging
(a)
0.1
0.1
0.1
0.1
0.1
0.5
7.2
3.9
1.7
0.8
4.4
18.0
7.2
4.3
2.2
1.4
4.8
19.9
Paperboard
(0.3
)
(0.3
)
(0.2
)
0.2
0.1
0.4
(0.1
)
0.4
(0.2
)
0.2
0.1
0.4
(0.1
)
0.4
Total
$
1.6
$
1.1
$
0.1
$
0.1
$
0.1
$
3.0
$
0.1
$
0.1
$
0.1
$
0.1
$
0.1
$
0.5
$
7.0
$
4.1
$
1.8
$
1.2
$
4.3
$
18.4
$
7.0
$
4.5
$
2.3
$
1.8
$
4.7
$
20.3
(1)
For this Note 5, we have defined
Net property, plant and equipment
as:
property, plant and equipment impairment losses, and subsequent adjustments to fair value
for assets classified as held for sale, subsequent (gains) or losses on sales of property,
plant and equipment, and property, plant and equipment related parts and supplies.
(a)
The Consumer Packaging segment charges primarily reflect the following folding
carton plant closures recorded: Chicopee, Massachusetts (announced in fiscal 2008), Stone
Mountain, Georgia (announced and closed in fiscal 2007), Kerman, California (announced and
closed in fiscal 2006), Marshville, North Carolina (announced at the end of fiscal 2005 and
closed in fiscal 2006), and Waco, Texas (announced and closed in fiscal 2005). Although
specific circumstances vary, our strategy has generally been to consolidate our business into
large very well-equipped plants that operate at high utilization rates and take advantage of
open capacity created by operational excellence initiatives. We transferred a substantial
portion of each plants assets and production to our other folding carton plants. We
recognized an impairment charge primarily to reduce the carrying value of equipment to its
estimated fair value or fair value less cost to sell, and recorded charges for severance and
other employee related costs. At the time of each announced closure, we expected to record
future charges for equipment relocation, facility carrying costs and other employee related
costs that are reflected in the table above. In fiscal 2007, we recorded a $1.4 million
charge and related estimated fair value of the liability for future lease payments when we
ceased operations at the Stone Mountain plant. In fiscal 2006, we recorded a $1.0 million
charge and related liability for future lease payments when we ceased operations at the Kerman
plant, and recorded charges of $1.3 million for a customer relationship intangible asset. The
charges for the future lease payments and the customer relationship intangible asset are
recorded in the Other column in the table.
Table of Contents
2008
2007
$
2.4
$
2.1
1.1
(0.3
)
(0.5
)
$
3.2
$
1.6
$
1.1
$
1.6
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.1
$
3.0
$
0.5
Table of Contents
December 31,
September 30,
2007
2007
$
147.3
$
152.1
79.0
71.9
35.2
34.3
261.5
258.3
(35.0
)
(33.9
)
$
226.5
$
224.4
December 31,
September 30,
2007
2007
$
99.9
$
99.9
1.7
1.8
101.6
101.7
249.8
249.7
6.4
6.7
256.2
256.4
156.0
160.7
90.1
68.3
110.0
100.0
21.4
23.9
11.1
11.3
746.4
722.3
182.7
46.0
$
563.7
$
676.3
$
738.3
$
713.8
8.1
8.5
$
746.4
$
722.3
Table of Contents
(a)
The Senior Credit Facility includes revolving credit, swing, term loan, and letters of
credit facilities with an aggregate original maximum principal amount of $700 million. The
Senior Credit Facility provides for up to $100.0 million in loans to a Canadian subsidiary.
At December 31, 2007 and September 30, 2007, there were $45.1 million and $46.8 million in
borrowings by the Canadian subsidiary, respectively, predominantly denominated in Canadian
dollars. As scheduled term loan payments are made, the facility size is reduced by those
notional amounts.
As of December 31, 2007, the facility has cumulatively been
reduced by $93.9 million. At December 31, 2007, the Senior Credit Facility had a maximum
principal amount of $606.1 million. The Senior Credit Facility is pre-payable at any time
and is scheduled to expire on June 6, 2010. At December 31, 2007, we had issued aggregate
outstanding letters of credit under this facility of approximately $37.0 million, none of
which had been drawn upon. At December 31, 2007, due to the restrictive covenants on the
revolving credit facility, maximum additional available borrowings under this facility were
approximately $322.8 million. Borrowings in the United States under the Senior Credit
Facility bear interest based upon either: (1) LIBOR plus an applicable margin (
U.S
.
LIBOR
Loans
) or (2) an alternative base rate plus an applicable margin (
U.S
.
Base Rate Loans
).
Borrowings in Canada under the Senior Credit Facility bear interest based upon either: (1)
Canadian Deposit Offering Rate plus an applicable margin for Canadian dollar loans
(
Bankers Acceptance Loans
); (2) LIBOR plus an applicable margin for U.S. Dollar loans
(
Canadian LIBOR Loans
); or (3) the Canadian or U.S. Dollar base rate plus an applicable
margin (
Canadian Base Rate Loans
). The following table summarizes the applicable margins
and percentages related to the Senior Credit Facility:
September 30,
Range
December 31, 2007
2007
0.00%-0.75
%
0.00
%
0.00
%
0.875%-1.75
%
1.00
%
1.00
%
0.175%-0.40
%
0.20
%
0.20
%
(1)
Based on the ratio of our total funded debt to EBITDA as defined in the
credit agreement (
Leverage Ratio
).
(2)
Applied to the aggregate borrowing availability based on the Leverage Ratio.
(b)
On November 16, 2007, we amended the 364-day receivables-backed financing facility
(
Receivables Facility
) and increased the size of the facility from $100.0 million to
$110.0 million. The new facility is scheduled to expire on November 15, 2008. Accordingly,
such borrowings are classified as current at December 31, 2007 and non-current at September
30, 2007 since the facility was scheduled to mature beyond one year from the balance sheet
date. Borrowing availability under this facility is based on the eligible underlying
receivables. At December 31, 2007 and September 30, 2007, maximum available borrowings
under this facility were approximately $110.0 million and $100.0 million, respectively. The
borrowing rate, which consists of the market rate for asset-backed commercial paper plus a
utilization fee, was 5.73% and 5.49% as of December 31, 2007 and September 30, 2007,
respectively.
Table of Contents
Three Months Ended
December 31,
2007
2006
$
2.5
$
2.6
5.3
4.9
(6.7
)
(5.7
)
0.1
0.1
0.7
1.5
1.9
3.4
0.2
0.1
$
2.1
$
3.5
Table of Contents
With respect to one site, while we have been identified as a PRP, our records reflect no
evidence that we are associated with the site. Accordingly, if we are considered to be a
PRP, we believe that we should be categorized as an unproven PRP.
With respect to each of eight sites, we preliminarily determined that, while we may be
associated with the site and while it is probable that we have incurred a liability with
respect to the site, one of the following conclusions was applicable:
With respect to each of six sites, we determined while it was not estimable, the
potential liability was reasonably likely to be a
de minimis
amount and immaterial.
With respect to one site, we have preliminarily determined the potential liability
was best reflected by a range of reasonably possible liabilities, all of which we
expect to be
de minimis
and immaterial.
With respect to one site, we have preliminarily determined that it is probable that
we have incurred a liability with respect to this site. The status of the site is
unknown, pending further investigation.
Contamination was discovered at the time of the Gulf States Acquisition at two sites we
acquired. We did not assume any environmental liabilities as part of the acquisition, but
have limited indemnification rights with respect to this contamination. We would expect to
assert various defenses under applicable laws with respect to this contamination.
One of these sites is one of our former locations that is involved in an investigation
under the state hazardous waste sites program. It is expected that any potential issues
will be handled through administrative controls, such as a deed restriction, rather than
remediation.
It is believed that the contamination discovered at one of the sites was due to an oil
release by a previous owner. The previous owner is obligated to indemnify us for any
contamination caused by the oil release.
We have a 49% ownership interest in Seven Hills. The partners guarantee funding of net
losses in proportion to their share of ownership.
We lease certain manufacturing and warehousing facilities and equipment under various
operating leases. A substantial number of these leases require us to indemnify the lessor
in the event that additional taxes are assessed due to a change in the tax law. We are
unable to estimate our maximum exposure under these leases because it is dependent on
changes in the tax law.
Table of Contents
Table of Contents
Three Months Ended
December 31,
2007
2006
$
327.3
$
303.1
235.0
210.8
82.0
60.9
41.2
36.6
$
685.5
$
611.4
$
2.5
$
0.7
80.5
72.4
6.2
4.4
$
89.2
$
77.5
$
324.8
$
302.4
154.5
138.4
82.0
60.9
35.0
32.2
$
596.3
$
533.9
$
16.3
$
11.7
21.5
23.9
8.0
5.1
2.2
1.8
48.0
42.5
(3.0
)
(0.5
)
(6.5
)
(5.9
)
(11.8
)
(13.0
)
(0.1
)
0.2
(0.9
)
(1.9
)
25.7
21.4
(8.2
)
(6.3
)
$
17.5
$
15.1
Table of Contents
Table of Contents
Item 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
First
Second
Third
Fourth
Fiscal
($ In Millions)
Quarter
Quarter
Quarter
Quarter
Year
$
533.9
$
585.7
$
591.4
$
604.8
$
2,315.8
$
596.3
11.7
%
First
Second
Third
Fourth
Fiscal
($ In Millions)
Quarter
Quarter
Quarter
Quarter
Year
$
436.3
$
473.3
$
472.2
$
488.4
$
1,870.2
81.7
%
80.8
%
79.8
%
80.8
%
80.8
%
$
489.3
82.1
%
Table of Contents
First
Second
Third
Fourth
Fiscal
($ In Millions)
Quarter
Quarter
Quarter
Quarter
Year
$
61.3
$
63.5
$
65.7
$
68.6
$
259.1
11.5
%
10.8
%
11.1
%
11.3
%
11.2
%
$
65.2
10.9
%
Table of Contents
Net Sales
Segment
Return
(Aggregate)
Income
on Sales
(In millions, except percentages)
$
303.1
$
11.7
3.9
%
312.8
13.1
4.2
319.0
12.4
3.9
326.0
12.1
3.7
$
1,260.9
$
49.3
3.9
%
$
327.3
$
16.3
5.0
%
Coated and
Specialty
Recycled
Bleached
Paperboard
Corrugated
Paperboard
Market Pulp
Net Sales
Segment
Tons
Medium Tons
Tons
Tons
Average
(Aggregate)
Income
Return
Shipped (a)
Shipped
Shipped
Shipped
Price (a)
(In Millions)
(In Millions)
On Sales
(In Thousands)
(In Thousands)
(In Thousands)
(In Thousands)
(Per Ton)
$
210.8
$
23.9
11.3
%
221.5
44.6
74.0
20.9
$
558
231.6
26.9
11.6
223.0
46.2
82.2
24.6
571
247.7
34.1
13.8
225.1
45.3
90.1
25.6
588
249.5
29.3
11.7
223.5
46.8
88.7
24.8
596
$
939.6
$
114.2
12.2
%
893.1
182.9
335.0
95.9
$
578
$
235.0
$
21.5
9.1
%
217.1
44.7
79.6
21.2
$
599
(a)
Recycled Paperboard Tons Shipped and Average Price Per Ton include tons shipped by
Seven Hills.
Table of Contents
Net Sales
Segment
Return
(Aggregate)
Income
on Sales
(In millions, except percentages)
$
60.9
$
5.1
8.4
%
82.6
12.2
14.8
76.8
10.8
14.1
85.5
10.6
12.4
$
305.8
$
38.7
12.7
%
$
82.0
$
8.0
9.8
%
Net Sales
Segment
Return
(Aggregate)
Income
on Sales
(In millions, except percentages)
$
36.6
$
1.8
4.9
%
40.4
2.4
5.9
40.6
2.0
4.9
40.7
2.2
5.4
$
158.3
$
8.4
5.3
%
$
41.2
$
2.2
5.3
%
Table of Contents
Table of Contents
Table of Contents
December 31,
September 30,
December 31,
2007
2007
2006
$
182.7
$
46.0
$
125.5
563.7
676.3
652.7
746.4
722.3
778.2
(8.1
)
(8.5
)
(10.0
)
738.3
713.8
768.2
(35.6
)
(10.9
)
(6.3
)
$
702.7
$
702.9
$
761.9
Table of Contents
Table of Contents
ROCK-TENN COMPANY
(Registrant)
By:
/s/ Steven C. Voorhees
Steven C. Voorhees
Executive Vice President & Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
Table of Contents
Agreement and Plan of Merger, dated as of January 10, 2008,
by and among Rock-Tenn Company, Carrier Merger Sub, Inc.,
Southern Container Corp., the Stockholders listed therein,
Steven Hill and the Stockholders Representative, as defined
therein (incorporated by reference to Exhibit 2.1 of the
Registrants Current Report on Form 8-K filed on January 11,
2008).
Restated and Amended Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-1, File No
33-73312).
Articles of Amendment to the Registrants Restated and
Amended Articles of Incorporation (incorporated by reference
to Exhibit 3.2 of the Registrants Annual Report on Form 10-K
for the year ended September 30, 2000).
Bylaws of the Registrant (incorporated by reference to
Exhibit 3.3 of the Registrants Annual Report on Form 10-K
for the year ended September 30, 2003).
The rights of the Registrants equity security holders are
defined in Article II of the Restated and Amended Articles of
Incorporation of the Registrant and Article II of the
Articles of Amendment to the Registrants Restated and
Amended Articles of Incorporation. See Exhibits 3.1 and 3.2.
Third Amendment to Amended and Restated Credit and Security
Agreement dated as of November 16, 2007 among Rock-Tenn
Financial, Inc., as Borrower, Rock-Tenn Converting Company,
as Servicer, Variable Funding Capital Company LLC, as
assignee of Blue Ridge Asset Funding Corporation, Three
Pillars Funding LLC and SunTrust Bank as liquidity provider
to TPF, SunTrust Capital Markets, Inc., as agent for the TPF
Group, and Wachovia Bank, National Association, as liquidity
provider to VFCC, agent for the VFCC Group and Administrative
Agent.
Second Amendment to the Rock-Tenn Company Supplemental
Retirement Savings Plan Effective as of November 16, 2007.
Certification Accompanying Periodic Report Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by
James A. Rubright, Chairman of the Board and Chief Executive
Officer of Rock-Tenn Company.
Certification Accompanying Periodic Report Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, executed by
Steven C. Voorhees, Executive Vice President and Chief
Financial Officer of Rock-Tenn Company.
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, executed by James A. Rubright, Chairman
of the Board and Chief Executive Officer of Rock-Tenn Company, and by Steven C.
Voorhees, Executive Vice President and Chief Financial Officer of Rock-Tenn Company.
Allowable % of | ||||
S&P Rating | Moodys Rating | Eligible Receivables | ||
A-1+
|
P-1 | 10% | ||
A-1
|
P-1 | 8% | ||
A-2
|
P-2 | 7% | ||
A-3
|
P-3 | 3% | ||
Below A-3 or Not Rated
by either S&P or Moodys
|
Below P-3 or Not Rated by either S&P or Moodys | 2.5% |
2
3
4
By:
Name: |
/s/ Bradley W. Prince
|
|||
Title:
|
Treasurer |
By:
Name: |
/s/ Gregory L. King
|
|||
Title:
|
Vice President Risk Management, Treasurer and Assistant Secretary |
5
By:
|
/s/ Douglas R. Wilson, Sr.
|
|||
|
Title: Director |
6
By:
|
/s/ Elizabeth R. Wagner | |||
|
||||
Name:
|
Elizabeth R. Wagner | |||
Title:
|
Managing Director |
7
THREE PILLARS FUNDING LLC | ||||
|
||||
By:
|
/s/ Doris J. Hearn | |||
|
||||
Name:
|
Doris J. Hearn | |||
Title:
|
Vice President |
8
By:
Name: |
/s/ Timothy S. Mueller
|
|||
Title:
|
Managing Director |
By:
Name: |
/s/ Robert Maddox
|
|||
Title:
|
Vice President |
9
Blue Ridge Liquidity Banks | Commitment | |
Wachovia Bank, National Association | $55,000,000 |
TPF Liquidity Banks | Commitment | |
SunTrust Bank | $55,000,000 |
10
2
ADMINISTRATIVE COMMITTEE OF THE
ROCK-TENN COMPANY SUPPLEMENTAL RETIREMENT SAVINGS PLAN |
||||||
|
||||||
|
By: | /s/ Steven C. Voorhees | ||||
|
||||||
|
||||||
|
Title: | Chief Financial Officer |
3
1. | I have reviewed this Quarterly Report on Form 10-Q of Rock-Tenn Company; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 1, 2008 | /s/ James A Rubright | |||
James A. Rubright | ||||
Chairman of the Board and Chief Executive Officer | ||||
1. | I have reviewed this Quarterly Report on Form 10-Q of Rock-Tenn Company; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 1, 2008 | /s/ Steven C. Voorhees | |||
Steven C. Voorhees | ||||
Executive Vice President and Chief Financial Officer | ||||
/s/ James A Rubright
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Chairman of the Board and Chief Executive Officer | ||||
February 1, 2008
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/s/ Steven C. Voorhees
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Executive Vice President and Chief Financial Officer | ||||
February 1, 2008
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