Unassociated Document

CACI Reports Record Fiscal 2010 First Quarter Results

Diluted earnings per share increased 22.2 percent to $0.78

Revenue increased 12.9 percent to $739.5 million, driven by organic growth

Contract funding orders exceeded $1 billion

Annual guidance increased

Arlington, Va., October 28, 2009 – CACI International Inc (NYSE: CACI), a leading professional services and information technology solutions provider to the federal government, announced results today for its first fiscal quarter ended September 30, 2009.

We are pleased to report record net income of $23.9 million for the first quarter of Fiscal Year 2010 (FY10). This was a 21.8 percent increase over the same period last year and was driven by organic revenue growth of 11.8 percent, including strong performance in CACI’s defense and intelligence businesses.

Commenting on the company’s financial results, Paul Cofoni, CACI’s President and CEO, said, “Our organic growth occurred across all of our service offerings, validating our continued strategic focus on developing and delivering high-quality solutions for our customers in high priority areas that continue to be well-funded. Funding orders, a strong predictor of near term revenue, were an all-time high, growing our funded backlog to a record level of nearly $2 billion. Our United Kingdom operations also delivered good growth, primarily from strategic acquisitions that continue to expand our presence with U.K. government clients.”

First Quarter Results

(in millions except per-share data)	Q1, FY10	Q1, FY09	% Change
Revenue	$739.5	$654.8	12.9%
Operating income	$46.0	$41.3	11.4%
Net income	$23.9	$19.6	21.8%
Diluted earnings per share	$0.78	$0.64	22.2%

Operating income increased because of strong growth in both direct labor and other direct costs and decreased depreciation and amortization expense. In addition to those factors, diluted earnings per share was favorably impacted by reduced net interest expense and a lower corporate tax rate.

Additional Financial Metrics

($ in millions, except per share data)	Q1, FY10	Q1, FY09	% Change
Earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measure	$57.0	$53.3	6.8%
Diluted cash earnings per share, a non-GAAP measure	$1.20	$1.04	15.8%
Days sales outstanding	59	62

First Quarter Contract Funding Orders and Awards

Contract funding orders of $1.04 billion, a 10.5 percent increase over the first quarter of FY09. Funded backlog of $1.92 billion, a 16.0 percent increase over the first quarter of FY09.

A prime position on a five-year multiple award contract with a ceiling value of $494 million to provide support to the Joint Improvised Explosive Device Defeat Organization (JIEDDO).

Additional contract awards with an estimated value of $732 million including:

Awards on the Strategic Services Sourcing (S3) contract vehicle with the U.S. Army totaling $325 million. Since March 2006, we have been awarded approximately $2.4 billion in task orders on this vehicle.

Approximately $96 million in previously unannounced awards from the Intelligence Community.

A $70 million award from the U.S. Navy to provide integrated logistics and engineering system support services to the Military Sealift Command.

A three-year contract award to our United Kingdom subsidiary by the Central Statistical Office of the Republic of Ireland to provide systems support to the 2011 Irish census. This award adds to our existing capabilities to support individual country censuses across Europe.

First Quarter Appointments and Recognition

Gordon R. England, former Deputy Secretary of Defense, was appointed to the CACI Board of Directors.

Forbes magazine listed CACI as a top company in the Washington, D.C. area for its “Best Places to Begin a Career.”

CEO Commentary

Mr. Cofoni commented, “The need for the mission-critical services that CACI provides remains strong. We will continue to focus on well-funded areas such as defense, intelligence, homeland security, cyber security, and IT modernization where we have competitive advantages and established customer relationships. And we will continue to identify and capitalize on new market opportunities for growth, both organically and through acquisitions.”

“We have added to our employee population as a result of the number and scale of our contract wins in this and previous quarters and the increased funding associated with those awards. We expect to continue to build on our strong performance and are raising our Fiscal Year 2010 guidance. We reaffirm our commitment to delivering superior results for our shareholders,” he added.

CACI Increases its FY10 Guidance

We are increasing our FY10 guidance primarily as a result of stronger performance from our operations and a lower assumed effective corporate tax rate partially offset by variable compensation expense. The table below summarizes the guidance ranges for FY10:

(In millions except for earnings per share)	Current FY10 Guidance	Previous FY10 Guidance
Revenue	$2,950 - $3,050	$2,850-$2,950
Net income	$99.5 - $105.6	$97.8 - $103.9
Diluted earnings per share	$3.25 - $3.45	$3.20 - $3.40
Diluted weighted average shares	30.6	30.6

This guidance represents our views as of October 28, 2009. Investors are reminded that actual results may differ from these estimates for the reasons described below and in our filings with the Securities and Exchange Commission.

Additional Information

Effective July 1, 2009, we implemented new accounting pronouncements governing the treatment of our convertible debt and the minority interest in a joint venture which we control. The rules required retrospective application. Attached to this release are tables showing our statements of operations for each quarterly period beginning from May 2007, the period in which we issued our convertible debt, and balance sheets as of the end of each of the last three fiscal years.

Conference Call Information

We have scheduled a conference call for 8:30 AM Eastern Time Thursday, October 29th, during which members of our senior management team will be making a brief presentation focusing on first quarter results and operating trends followed by a question-and-answer session. You can listen to the conference call and view the accompanying exhibits over the Internet by logging on to our homepage, www.caci.com, at the scheduled time, or you may dial 1-888-417-2254 and enter the confirmation code 2256924. A replay of the call will also be available over the Internet beginning at 1:00 PM Eastern Time Thursday, October 29th, and can be accessed through our homepage (www.caci.com) by clicking on the CACI Investor Info button.

About CACI

CACI International Inc provides the professional services and IT solutions needed to prevail in today’s defense, intelligence, homeland security, and federal civilian government arenas. We deliver enterprise IT and network services; data, information, and knowledge management services; business system solutions; logistics and material readiness; C4ISR integration services; cyber security; integrated security and intelligence solutions; and program management and SETA support services. CACI services and solutions help our federal clients provide for national security, improve communications and collaboration, secure the integrity of information systems and networks, enhance data collection and analysis, and increase efficiency and mission effectiveness. We add value to our clients’ operations, increase their skills and capabilities, and enhance their missions. CACI is a member of the Fortune 1000 Largest Companies and the Russell 2000 index. CACI provides dynamic careers for approximately 12,700 employees working in over 120 offices in the U.S. and Europe. CACI is the IT provider for a networked world. Visit CACI on the web at www.caci.com and www.asymmetricthreat.net.

There are statements made herein which do not address historical facts, and therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following: regional and national economic conditions in the United States and the United Kingdom, including conditions that result from a prolonged recession; terrorist activities or war; changes in interest rates; currency fluctuations; significant fluctuations in the equity markets; changes in our effective tax rate; failure to achieve contract awards in connection with recompetes for present business and/or competition for new business; the risks and uncertainties associated with client interest in and purchases of new products and/or services; continued funding of U.S. government or other public sector projects, based on a change in spending patterns, or in the event of a priority need for funds, such as homeland security, the war on terrorism or rebuilding Iraq, or an economic stimulus package; government contract procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; the results of government investigations into allegations of improper actions related to the provision of services in support of U.S. military operations in Iraq; the results of government audits and reviews conducted by the Defense Contract Audit Agency or other government entities with cognizant oversight; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances); market speculation regarding our continued independence; material changes in laws or regulations applicable to our businesses, particularly in connection with (i) government contracts for services, (ii) outsourcing of activities that have been performed by the government, and (iii) competition for task orders under Government Wide Acquisition Contracts (“GWACs”) and/or schedule contracts with the General Services Administration; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the company’s Securities and Exchange Commission filings.

###

Corporate Communications and Media:	Investor Relations:
Jody Brown, Executive Vice President, Public Relations	David Dragics, Senior Vice President, Investor Relations
(703) 841-7801, jbrown@caci.com	(866) 606-3471, ddragics@caci.com

(Financial Tables follow)

Selected Financial Data

CACI International Inc
Condensed Consolidated Statements of Operations (Unaudited)
(Amounts in thousands, except per share amounts)

	Quarter Ended
	9/30/2009			9/30/2008
				As adjusted*			% Change
Revenue	$	739,518		$	654,760			12.9	%
Costs of revenue
Direct costs		510,540			443,545			15.1	%
Indirect costs and selling expenses		171,795			157,871			8.8	%
Depreciation and amortization		11,155			12,026			-7.2	%
Total costs of revenue		693,490			613,442			13.0	%
Operating income		46,028			41,318			11.4	%
Interest expense, net		7,262			8,054			-9.8	%
Income before income taxes		38,766			33,264			16.5	%
Income taxes		14,685			13,675			7.4	%
Net income before noncontrolling
interest in earnings of joint venture		24,081			19,589			22.9	%
Noncontrolling interest in earnings
of joint venture		(226	)		(9	)
Net income attributable to CACI	$	23,855		$	19,580			21.8	%

Basic earnings per share	$	0.79		$	0.65			22.1	%
Diluted earnings per share	$	0.78		$	0.64			22.2	%

Weighted average shares used in per share computations:
Basic		30,034			30,103
Diluted		30,464			30,567

Statement of Operations Data (Unaudited)
	Quarter Ended
	9/30/2009			9/30/2008
				As adjusted*			% Change
Operating income margin		6.2	%		6.3	%
Tax rate		38.1	%		41.1	%
Net income margin		3.2	%		3.0	%

EBITDA**	$	56,957		$	53,335			6.8	%
EBITDA margin		7.7	%		8.1	%

Cash net income**	$	36,690		$	31,802			15.4	%
Diluted cash earnings per share	$	1.20		$	1.04			15.8	%

*Certain balances for the period ended September 30, 2008 have been adjusted to

reflect the retroactive application of new accounting standards related to

convertible debt and minority interest.

**See Reconciliation of Net Income to Earnings before Interest, Taxes,

Depreciation and Amortization and to Cash Net Income on page 9.

Selected Financial Data (Continued)

CACI International Inc
Condensed Consolidated Balance Sheets (Unaudited)
(Amounts in thousands)

	9/30/2009		6/30/2009
			As adjusted*
ASSETS:
Current assets
Cash and cash equivalents	$	199,840	$	208,488
Accounts receivable, net		490,394		477,025
Prepaid expenses and other current assets		35,543		39,319
Total current assets		725,777		724,832

Goodwill and intangible assets, net		1,172,500		1,181,579
Property and equipment, net		44,798		30,923
Other long-term assets		73,382		68,745
Total assets	$	2,016,457	$	2,006,079

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Current portion of long-term debt	$	8,153	$	9,464
Accounts payable		99,548		87,300
Accrued compensation and benefits		129,844		137,843
Other accrued expenses and current liabilities		96,127		83,297
Total current liabilities		333,672		317,904

Long-term debt, net of current portion		522,425		570,078
Other long-term liabilities		100,130		88,489
Total liabilities		956,227		976,471

Shareholders' equity		1,060,230		1,029,608
Total liabilities and shareholders' equity	$	2,016,457	$	2,006,079

*Certain balances as of June 30, 2009 have been adjusted to reflect the retroactive

application of new accounting standards related to convertible debt and minority interest.

Selected Financial Data (Continued)

CACI International Inc
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Amounts in thousands)

	Three Months Ended
	9/30/2009			9/30/2008
				As adjusted*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income before noncontrolling interest in earnings	$	24,081		$	19,589
of joint venture
Reconciliation of net income to net cash provided by
operating activities:
Depreciation and amortization		11,155			12,026
Non-cash interest expense		2,563			2,395
Amortization of deferred financing costs		745			560
Stock-based compensation expense		6,671			5,144
Provision for deferred income taxes		825			3,181
Changes in operating assets and liabilities,
net of effect of business acquisitions:
Accounts receivable, net		(12,965	)		(9,857	)
Prepaid expenses and other current assets		(6,969	)		(1,339	)
Accounts payable and accrued expenses		14,462			1,163
Accrued compensation and benefits		(10,574	)		(21,151	)
Income taxes receivable and payable		13,773			3,782
Other liabilities		7,148			155
Net cash provided by operating activities		50,915			15,648

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(9,241	)		(2,347	)
Purchase of business, net of cash acquired		(939	)		-
Other		(579	)		(644	)
Net cash used in investing activities		(10,759	)		(2,991	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under credit facilities		(51,371	)		(887	)
Proceeds from employee stock purchase plans		1,934			2,871
Proceeds from exercise of stock options		1,806			97
Purchases of common stock		(854	)		(20,936	)
Other		14			(1,156	)
Net cash used in financing activities		(48,471	)		(20,011	)
Effect of exchange rate changes on cash and cash equivalents		(333	)		(1,075	)
Net decrease in cash and cash equivalents		(8,648	)		(8,429	)
Cash and cash equivalents, beginning of period		208,488			120,396
Cash and cash equivalents, end of period	$	199,840		$	111,967

*Certain balances for the period ended September 30, 2008 have been adjusted to reflect the

retroactive application of new accounting standards related to convertible debt and minority interest.

Selected Financial Data (Continued)

Revenue by Customer Type (Unaudited)

	Quarter Ended
(dollars in thousands)	9/30/2009				9/30/2008				$ Change			% Change
Department of Defense	$	572,295	77.4	%	$	492,961	75.3	%	$	79,334			16.1	%
Federal Civilian Agencies		132,947	18.0	%		131,831	20.1	%		1,116			0.8	%
Commercial		29,059	3.9	%		24,684	3.8	%		4,375			17.7	%
State and Local Governments		5,217	0.7	%		5,284	0.8	%		(67	)		-1.3	%
Total	$	739,518	100.0	%	$	654,760	100.0	%	$	84,758			12.9	%

Revenue by Contract Type (Unaudited)
	Quarter Ended
(dollars in thousands)	9/30/2009				9/30/2008				$ Change			% Change
Time and materials	$	352,246	47.6	%	$	324,101	49.5	%	$	28,145			8.7	%
Cost reimbursable		241,047	32.6	%		193,651	29.6	%		47,396			24.5	%
Fixed price		146,225	19.8	%		137,008	20.9	%		9,217			6.7	%
Total	$	739,518	100.0	%	$	654,760	100.0	%	$	84,758			12.9	%

Revenue Received as a Prime versus Subcontractor (Unaudited)
	Quarter Ended
(dollars in thousands)	9/30/2009				9/30/2008				$ Change			% Change
Prime	$	629,215	85.1	%	$	537,671	82.1	%	$	91,544			17.0	%
Subcontractor		110,303	14.9	%		117,089	17.9	%		(6,786	)		-5.8	%
Total	$	739,518	100.0	%	$	654,760	100.0	%	$	84,758			12.9	%

Contract Funding Orders Received (Unaudited)
	Quarter Ended
(dollars in thousands)	9/30/2009		9/30/2008		$ Change		% Change
Contract Funding Orders	$	1,041,855	$	943,122	$	98,733		10.5	%

Reconciliation of Total Revenue Growth and Organic Revenue Growth

(Unaudited)

We are presenting organic revenue growth to reflect the effect of acquisitions on total revenue growth. Revenue generated from the date a business is acquired through the first anniversary of that date is considered acquired revenue growth. All remaining revenue growth is considered organic. We believe that this non-GAAP financial measure provides investors with useful information to evaluate the growth rate of our core business. This non-GAAP measure should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

	Quarter Ended							Twelve Months Ended
(dollars in thousands)	9/30/2009		9/30/2008		% Change			9/30/2009		9/30/2008		% Change
Revenue, as reported	$	739,518	$	654,760		12.9	%	$	2,814,920	$	2,521,717		11.6	%
Less:
Acquired revenue		7,421		-					34,852		-
Organic revenue	$	732,097	$	654,760		11.8	%	$	2,780,068	$	2,521,717		10.2	%

Selected Financial Data (Continued)

Reconciliation of Net Income to Earnings Before Interest, Taxes, Depreciation

and Amortization (EBITDA) and to Cash Net Income

(Unaudited)

The Company views EBITDA, EBITDA margin, Cash Net Income and Diluted Cash Earnings Per Share as important indicators of performance, consistent with the manner in which management measures and forecasts the Company’s performance. EBITDA is a commonly used non-GAAP measure when comparing our results with those of other companies. We believe Cash Net Income is a significant driver of long-term value and is used by investors to measure our performance. This measure in particular assists readers in further understanding our results and trends from period-to-period by removing certain non-cash items that do not impact the cash flow performance of our business. EBITDA is defined by us as GAAP net income attributable to CACI plus net interest expense, income taxes, and depreciation and amortization. EBITDA margin is EBITDA divided by revenue. Cash Net Income is defined by us as GAAP net income attributable to CACI plus stock-based compensation expense, depreciation and amortization, amortization of financing costs and non-cash interest expense, net of related tax effects. Diluted Cash Earnings Per Share is Cash Net Income divided by diluted weighted-average shares, as reported. EBITDA and Cash Net Income as defined by us may not be computed in the same manner as similarly titled measures used by other companies. These non-GAAP measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

	Quarter Ended
(dollars in thousands)				9/30/2008
	9/30/2009			As adjusted*			% Change
Net income attributable to CACI	$	23,855		$	19,580			21.8	%
Plus:
Income taxes		14,685			13,675			7.4	%
Interest expense, net		7,262			8,054			-9.8	%
Depreciation and amortization		11,155			12,026			-7.2	%
EBITDA	$	56,957		$	53,335			6.8	%

	Quarter Ended
(dollars in thousands)				9/30/2008
	9/30/2009			As adjusted*			% Change
Revenue, as reported	$	739,518		$	654,760			12.9	%
EBITDA	$	56,957		$	53,335			6.8	%
EDITDA margin		7.7	%		8.1	%

	Quarter Ended
(dollars in thousands)				9/30/2008
	9/30/2009			As adjusted*			% Change
Net income attributable to CACI	$	23,855		$	19,580			21.8	%
Plus:
Stock-based compensation		6,671			5,144			29.7	%
Depreciation and amortization		11,155			12,026			-7.2	%
Amortization of financing costs		745			560			33.0	%
Non-cash interest expense		2,563			2,395			7.0	%
Less:
Related tax effect		(8,299	)		(7,903	)		5.0	%
Cash net income	$	36,690		$	31,802			15.4	%

	Quarter Ended
(shares in thousands)				9/30/2008
	9/30/2009			As adjusted*			% Change
Diluted weighted average shares,
as reported		30,464			30,567
Diluted earnings per share, as reported	$	0.78		$	0.64			22.2	%
Diluted cash earnings per share	$	1.20		$	1.04			15.8	%

*Certain balances for the period ended September 30, 2008 have been adjusted to reflect the retroactive

application of new accounting standards related to convertible debt and minority interest.

CACI International Inc

Consolidated Statements of Operations as Adjusted for

the Retroactive Adoption of Changes to Accounting for Convertible Debt and Minority Interest (unaudited)

(Amounts in thousands, except per share amounts)


	Quarter Ended:

	6/30/2007			9/30/2007			12/31/2007			3/31/2008		6/30/2008

Revenue	$	520,385		$	553,580		$	577,784		$	634,157	$	655,016
Costs of revenue
Direct costs		347,798			372,398			386,427			424,946		441,820
Indirect costs and selling expenses		124,877			135,757			140,735			153,406		154,702
Depreciation and amortization		9,836			10,746			12,309			12,334		12,128
Total costs of revenue		482,511			518,901			539,471			590,686		608,650
Operating income		37,874			34,679			38,313			43,471		46,366
Interest expense, net		5,105			7,308			8,835			9,022		8,431
Income before income taxes		32,769			27,371			29,478			34,449		37,935
Income taxes		12,559			10,386			11,523			13,547		15,367
Net income before noncontrolling interest
in earnings of joint venture		20,210			16,985			17,955			20,902		22,568
Noncontrolling interest in (earnings) loss
of joint venture		(20	)		(6	)		(97	)		28		(400	)
Net income attributable to CACI	$	20,190		$	16,979		$	17,858		$	20,930	$	22,168

Basic earnings per share	$	0.66		$	0.57		$	0.59		$	0.70	$	0.74
Diluted earnings per share	$	0.65		$	0.56		$	0.58		$	0.68	$	0.72

Weighted average shares used in per share computations:
Basic		30,414			29,993			30,033			30,076		30,133
Diluted		30,896			30,518			30,580			30,587		30,740


	Quarter Ended:

	9/30/2008			12/31/2008			3/31/2009			6/30/2009

Revenue	$	654,760		$	672,507		$	673,994		$	728,901
Costs of revenue
Direct costs		443,545			461,488			461,757			505,094
Indirect costs and selling expenses		157,871			153,981			155,445			160,275
Depreciation and amortization		12,026			11,789			11,818			10,959
Total costs of revenue		613,442			627,258			629,020			676,328
Income from operations		41,318			45,249			44,974			52,573
Interest expense, net		8,054			8,107			7,538			7,427
Income before income taxes		33,264			37,142			37,436			45,146
Income taxes		13,675			16,110			15,356			17,430
Net income before noncontrolling interest
in earnings of joint venture		19,589			21,032			22,080			27,716
Noncontrolling interest in earnings
of joint venture		(9	)		(370	)		(108	)		(232	)
Net income attributable to CACI	$	19,580		$	20,662		$	21,972		$	27,484

Basic earnings per share	$	0.65		$	0.69		$	0.73		$	0.92
Diluted earnings per share	$	0.64		$	0.68		$	0.72		$	0.91

Weighted average shares used in per share computations:
Basic		30,103			29,895			29,939			29,965
Diluted		30,567			30,362			30,410			30,369


CACI International Inc
Consolidated Balance Sheets as Adjusted for
the Retroactive Adoption of Changes to Accounting for Convertible Debt and Minority Interest (unaudited)
(Amounts in thousands)

	Balance Sheet as of June 30:

	2007			2008			2009
ASSETS:
Current assets:
Cash and cash equivalents	$	285,682		$	120,396		$	208,488
Accounts receivable, net		386,150			441,732			477,025
Deferred income taxes		14,980			16,776			18,191
Prepaid expenses and other current assets		22,191			23,921			21,128
Total current assets		709,003			602,825			724,832

Goodwill		848,820			1,067,472			1,083,750
Intangible assets, net		113,270			126,028			97,829
Property and equipment, net		22,695			25,361			30,923
Supplemental retirement savings plan assets		40,544			41,759			40,791
Accounts receivable, long-term, net		10,657			8,782			8,677
Other long-term assets		24,145			19,995			19,277
Total assets	$	1,769,134		$	1,892,222		$	2,006,079

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Current portion of long-term debt	$	7,643		$	3,549		$	9,464
Accounts payable		59,827			74,175			87,300
Accrued compensation and benefits		96,978			126,649			137,843
Other accrued expenses and current liabilities		130,573			85,897			83,297
Total current liabilities		295,021			290,270			317,904

Long-term debt, net of current portion		558,754			571,216			570,078
Supplemental retirement savings plan obligations,
net of current portion		37,808			41,740			40,298
Deferred income taxes		8,794			18,203			29,266
Other long-term obligations		8,815			11,727			18,925

Total liabilities		909,192			933,156			976,471

Shareholders' equity:
Preferred stock		-			-			-
Common stock		3,875			3,895			3,909
Additional paid-in capital		393,417			416,337			425,993
Retained earnings		520,599			598,064			687,762
Accumulated other comprehensive income (loss)		8,605			6,768			(3,248	)
Noncontrolling interest in joint venture		520			994			1,875
Treasury stock, at cost		(67,074	)		(66,992	)		(86,683	)

Total shareholders' equity		859,942			959,066			1,029,608

Total liabilities and shareholders' equity	$	1,769,134		$	1,892,222		$	2,006,079

Delaware		0-8401		54-1345899
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

By:	/s/ Arnold D. Morse
	Arnold D. Morse Senior Vice President, Chief Legal Officer and Secretary