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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549




---

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934

|                                 |  |                            
|-------------------------------- |  | ---------------------------
|For Quarter Ended March 29, 2003 |  | Commission File No. 0-12640

KAYDON CORPORATION

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 13-3186040
(I.R.S. Employer Identification No.)

|                                                                                                   |  |                 
|-------------------------------------------------------------------------------------------------- |  | ----------------
|Suite 300, 315 E. Eisenhower Parkway, Ann Arbor, Michigan
(Address of principal executive offices) |  | 48108
(Zip Code)

Registrants telephone number, including area code: (734) 747-7025

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES
[X]  NO [  ]

Indicate by check mark whether the Registrant is an accelerated filer.
YES [X]  NO [  ]

Common Stock Outstanding at May 5, 2003  30,160,067 shares, $.10 par value.





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TABLE OF CONTENTS



|                                      |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                                      | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                      |                                                                                               | CONSOLIDATED CONDENSED BALANCE SHEETS               
|                                      |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS     
|                                      |                                                                                               | CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS     
|                                      |                                                                                               | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
|                                      | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                      | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                      | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION           
|                                      | Item 1. Legal Proceedings                                                                    
|                                      | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                           
|CERTIFICATIONS                       
|EXHIBIT INDEX                        
|Certification Pursuant to Section 906



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##### Table of Contents



KAYDON CORPORATION FORM 10-Q

FOR THE QUARTER ENDED MARCH 29, 2003

INDEX

|                                |  |                                                                                                   |  |         
|------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | --------
|                                |  |                                                                                                   |  | Page No.
|                                |  |                                                                                                   |  |         
|Part I - Financial Information: |  |                                                                                                  
|                                |  | Item 1. Financial Statements                                                                      |  |         
|                                |  | Consolidated Condensed Balance Sheets -
March 29, 2003 and December 31, 2002                      |  | 1       
|                                |  | Consolidated Condensed Statements of Operations -
Quarter Ended March 29, 2003
and March 30, 2002 |  | 2       
|                                |  | Consolidated Condensed Statements of Cash Flows -
Quarter Ended March 29, 2003 and
March 30, 2002 |  | 3       
|                                |  | Notes to Consolidated Condensed Financial Statements                                              |  | 4 - 14  
|                                |  | Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations     |  | 15-27   
|                                |  | Item 3. Quantitative and Qualitative Disclosures About
Market Risk                                |  | 27      
|                                |  | Item 4. Controls and Procedures                                                                   |  | 28      
|Part II - Other Information:    |  |                                                                                                  
|                                |  | Item 1.  Legal Proceedings                                                                       |  | 29      
|                                |  | Item 6. - Exhibits and Reports on Form 8-K                                                        |  | 29      
|                                |  | Signatures                                                                                        |  | 30      
|                                |  | Certification                                                                                     |  | 31-32   





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ITEM 1. FINANCIAL STATEMENTS
KAYDON CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

|                                           |  |                |              |                   |  |   |              |  
|------------------------------------------ |  | -------------- | ------------ | ----------------- |  | - | ------------ | -
|                                           |  | March 29, 2003 |              | December 31, 2002
|                                           |  |                |              |                  
|                                           |  | (Unaudited)    |              |                   |  |  
|Assets:                                    |  |                |              |                   |  |   |              |  
|Cash and cash equivalents                  |  | $              | 148,165,000  |                   |  | $ | 146,301,000  |  
|Accounts receivable, net                   |  |                | 42,463,000   |                   |  |   | 38,334,000   |  
|Inventories, net                           |  |                | 47,810,000   |                   |  |   | 47,019,000   |  
|Other current assets                       |  |                | 12,377,000   |                   |  |   | 12,396,000   |  
|                                           |  |                |              |                   |  |   |              |  
|Total current assets                       |  |                | 250,815,000  |                   |  |   | 244,050,000  |  
|                                           |  |                |              |                   |  |   |              |  
|Property, plant and equipment, net         |  |                | 83,745,000   |                   |  |   | 84,380,000   |  
|Goodwill, net                              |  |                | 108,919,000  |                   |  |   | 108,770,000  |  
|Other intangible assets, net               |  |                | 9,534,000    |                   |  |   | 9,744,000    |  
|Other assets                               |  |                | 29,895,000   |                   |  |   | 30,203,000   |  
|                                           |  |                |              |                   |  |   |              |  
|Total assets                               |  | $              | 482,908,000  |                   |  | $ | 477,147,000  |  
|                                           |  |                |              |                   |  |   |              |  
|Liabilities and Shareholders Equity:      |  |                |              |                   |  |   |              |  
|Accounts payable                           |  | $              | 11,280,000   |                   |  | $ | 10,724,000   |  
|Taxes payable                              |  |                | 7,347,000    |                   |  |   | 4,194,000    |  
|Accrued legal costs                        |  |                | 3,959,000    |                   |  |   | 5,328,000    |  
|Other accrued expenses                     |  |                | 22,680,000   |                   |  |   | 20,187,000   |  
|                                           |  |                |              |                   |  |   |              |  
|Total current liabilities                  |  |                | 45,266,000   |                   |  |   | 40,433,000   |  
|                                           |  |                |              |                   |  |   |              |  
|Long-term debt                             |  |                | 72,330,000   |                   |  |   | 72,367,000   |  
|Long-term liabilities                      |  |                | 66,897,000   |                   |  |   | 65,598,000   |  
|                                           |  |                |              |                   |  |   |              |  
|Total long-term liabilities                |  |                | 139,227,000  |                   |  |   | 137,965,000  |  
|                                           |  |                |              |                   |  |   |              |  
|Shareholders equity:                      |  |                |              |                   |  |   |              |  
|Common stock                               |  |                | 3,693,000    |                   |  |   | 3,693,000    |  
|Paid-in capital                            |  |                | 46,084,000   |                   |  |   | 46,014,000   |  
|Retained earnings                          |  |                | 409,103,000  |                   |  |   | 405,633,000  |  
|Less  treasury stock, at cost             |  |                | (141,925,000 | )                 |  |   | (139,446,000 | )
|Less  restricted stock awards             |  |                | (6,386,000   | )                 |  |   | (5,380,000   | )
|Accumulated other comprehensive loss       |  |                | (12,154,000  | )                 |  |   | (11,765,000  | )
|                                           |  |                |              |                   |  |   |              |  
|                                           |  |                | 298,415,000  |                   |  |   | 298,749,000  |  
|                                           |  |                |              |                   |  |   |              |  
|Total liabilities and shareholders equity |  | $              | 482,908,000  |                   |  | $ | 477,147,000  |  
|                                           |  |                |              |                   |  |   |              |  



| |  | See accompanying notes to consolidated condensed financial statements.
| |  | ----------------------------------------------------------------------

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KAYDON CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                                                                     |         |   |                |            |                |   |             |            |  
|---------------------------------------------------------------------------------------------------- | ------- | - | -------------- | ---------- | -------------- | - | ----------- | ---------- | -
|                                                                                                     |         |   | Quarter Ended 
|                                                                                                     |         |   |               
|                                                                                                     |         |   | March 29, 2003 |            | March 30, 2002
|                                                                                                     |         |   |                |            |               
|Net sales                                                                                            |         | $ | 70,815,000     |            |                | $ | 66,145,000  |           
|Cost of sales                                                                                        |         |   | 46,803,000     |            |                |   | 43,910,000  |           
|                                                                                                     |         |   |                |            |                |   |             |           
|Gross profit                                                                                         |         |   | 24,012,000     |            |                |   | 22,235,000  |           
|Selling, general and
administrative expenses                                                         |         |   | 13,288,000     |            |                |   | 12,980,000  |           
|                                                                                                     |         |   |                |            |                |   |             |           
|Operating income                                                                                     |         |   | 10,724,000     |            |                |   | 9,255,000   |           
|Net interest income                                                                                  |         |   | 190,000        |            |                |   | 45,000      |           
|                                                                                                     |         |   |                |            |                |   |             |           
|Income from operations before income
taxes                                                           |         |   | 10,914,000     |            |                |   | 9,300,000   |           
|Provision for income taxes                                                                           |         |   | 3,820,000      |            |                |   | 3,348,000   |           
|                                                                                                     |         |   |                |            |                |   |             |           
|Income from operations before
cumulative effect of
accounting change                                 |         |   | 7,094,000      |            |                |   | 5,952,000   |           
|Cumulative effect of accounting change
(goodwill impairment), net of
income tax credit of $3,544,000 |         |   |               |            |                |   | (13,222,000 | )         
|                                                                                                     |         |   |                |            |                |   |             |           
|Net income (loss)                                                                                    |         | $ | 7,094,000      |            |                | $ | (7,270,000  | )         
|                                                                                                     |         |   |                |            |                |   |             |           
|Weighted average common shares:                                                                      |         |   |                |            |                |   |             |           
|                                                                                                     | Basic   |   |                | 29,928,000 |                |   |             | 29,977,000 |  
|                                                                                                     | Diluted |   |                | 29,938,000 |                |   |             | 29,986,000 |  
|Earnings per share-before cumulative
effect of accounting change                                     |         |   |                |            |                |   |             |           
|                                                                                                     | Basic   |   | $              | 0.24       |                |   | $           | .20        |  
|                                                                                                     | Diluted |   | $              | 0.24       |                |   | $           | .20        |  
|(Loss) per share  cumulative
effect of accounting change                                            |         |   |                |            |                |   |             |           
|                                                                                                     | Basic   |   |                |           |                |   | $           | (0.44      | )
|                                                                                                     | Diluted |   |                |           |                |   | $           | (0.44      | )
|Earnings (loss) per share                                                                            |         |   |                |            |                |   |             |           
|                                                                                                     | Basic   |   | $              | 0.24       |                |   | $           | (0.24      | )
|                                                                                                     | Diluted |   | $              | 0.24       |                |   | $           | (0.24      | )
|Dividends per share                                                                                  |         | $ | 0.12           |            |                | $ | 0.12        |           

See accompanying notes to consolidated condensed financial statements.

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KAYDON CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                             |  |               |             |               |  |   |             |  
|------------------------------------------------------------ |  | ------------- | ----------- | ------------- |  | - | ----------- | -
|                                                             |  | Quarter Ended
|                                                             |  |              
|                                                             |  | Mar. 29, 2003 |             | Mar. 30, 2002
|                                                             |  |               |             |              
|Cash flows from operating activities                         |  | $             | 12,510,000  |               |  | $ | 19,788,000  |  
|Cash flows used in investing activities:                     |  |               |             |               |  |   |             |  
|Capital expenditures, net                                    |  |               | (2,631,000  | )             |  |   | (1,691,000  | )
|                                                             |  |               |             |               |  |   |             |  
|Cash used in investing activities                            |  |               | (2,631,000  | )             |  |   | (1,691,000  | )
|                                                             |  |               |             |               |  |   |             |  
|Cash flows used in financing activities:                     |  |               |             |               |  |   |             |  
|Retirement of long-term debt                                 |  |               | (34,000     | )             |  |   | (40,017,000 | )
|Dividends paid                                               |  |               | (3,659,000  | )             |  |   | (3,645,000  | )
|Purchase of treasury stock                                   |  |               | (3,764,000  | )             |  |   |            |  
|                                                             |  |               |             |               |  |   |             |  
|Cash used in financing activities                            |  |               | (7,457,000  | )             |  |   | (43,662,000 | )
|Effect of exchange rate changes on cash and
cash equivalents |  |               | (558,000    | )             |  |   | (262,000    | )
|                                                             |  |               |             |               |  |   |             |  
|Net increase (decrease) in cash and cash equivalents         |  |               | 1,864,000   |               |  |   | (25,827,000 | )
|Cash and cash equivalents  Beginning of period              |  |               | 146,301,000 |               |  |   | 152,570,000 |  
|                                                             |  |               |             |               |  |   |             |  
|Cash and cash equivalents  End of period                    |  | $             | 148,165,000 |               |  | $ | 126,743,000 |  
|                                                             |  |               |             |               |  |   |             |  
|Cash expended for income taxes                               |  | $             | 574,000     |               |  | $ | 979,000     |  
|                                                             |  |               |             |               |  |   |             |  
|Cash expended for interest                                   |  | $             | 342,000     |               |  | $ | 619,000     |  
|                                                             |  |               |             |               |  |   |             |  

See accompanying notes to consolidated condensed financial statements.

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KAYDON CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



|(1) |  | The accompanying unaudited consolidated condensed financial statements of
Kaydon Corporation and subsidiaries (Kaydon or the Company) have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation
have been included, and such adjustments are of a normal recurring nature.
The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by
generally accepted accounting principles. For further information, refer
to the consolidated financial statements and footnotes thereto included in
the Companys annual report on Form 10-K for the year ended December 31,
2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Inventories are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                |  |                |            |                   |  |   |            | 
|--------------- |  | -------------- | ---------- | ----------------- |  | - | ---------- | 
|                |  | March 29, 2003 |            | December 31, 2002
|                |  |                |            |                  
|Raw Material    |  | $              | 17,698,000 |                   |  | $ | 16,089,000 | 
|Work in Process |  |                | 12,024,000 |                   |  |   | 10,976,000 | 
|Finished Goods  |  |                | 18,088,000 |                   |  |   | 19,954,000 | 
|                |  |                |            |                   |  |   |            | 
|                |  | $              | 47,810,000 |                   |  | $ | 47,019,000 | 
|                |  |                |            |                   |  |   |            | 



|(3) |  | Comprehensive income reflects the change in equity of a business
enterprise during a period from transactions and other events, and from
circumstances involving nonowner sources. For the Company, comprehensive
income consists of net income, foreign currency translation adjustments
and minimum pension liability adjustments. Other comprehensive loss, net
of tax, was approximately $(.4) million and $(.8) million, resulting in
comprehensive income (loss) of $6.7 million and $(8.1) million for the
quarters ended March 29, 2003, and March 30, 2002.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | The following table reconciles the numerators and denominators used in
the calculation of basic and diluted earnings per share from operations
before cumulative effect of accounting change for the periods presented.                                                                                                                                                                                                                                                                                                                                             

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|                                                                                  |                                                                                                                                                                                              |   |               |            |               |   |     |            | 
|--------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | ---------- | ------------- | - | --- | ---------- | 
|                                                                                  |                                                                                                                                                                                              |   | Quarter Ended
|                                                                                  |                                                                                                                                                                                              |   |              
|                                                                                  |                                                                                                                                                                                              |   | Mar. 29, 2003 |            | Mar. 30, 2002
|                                                                                  |                                                                                                                                                                                              |   |               |            |              
|Numerators:                                                                       |                                                                                                                                                                                              |   |               |            |               |   |     |           
|                                                                                  | Numerators for both basic and
diluted earnings per share from
operations before cumulative
effect of accounting change,
income from operations
before cumulative effect of
accounting change |   | $             | 7,094,000  |               |   | $   | 5,952,000  | 
|                                                                                  |                                                                                                                                                                                              |   |               |            |               |   |     |           
|Denominators:                                                                     |                                                                                                                                                                                              |   |               |            |               |   |     |           
|                                                                                  | Denominator for basic earnings
per share from operations before
cumulative effect of accounting
change, weighted average
common shares outstanding                                           |   |               | 29,928,000 |               |   |     | 29,977,000 | 
|                                                                                  | Potential dilutive shares resulting
from stock options, restricted
stock awards and phantom stock
units                                                                                      |   |               | 10,000     |               |   |     | 9,000      | 
|                                                                                  |                                                                                                                                                                                              |   |               |            |               |   |     |           
|                                                                                  | Denominator for diluted
earnings per share from operations
before cumulative effect of
accounting change                                                                                     |   |               | 29,938,000 |               |   |     | 29,986,000 | 
|                                                                                  |                                                                                                                                                                                              |   |               |            |               |   |     |           
|Earnings per share from operations
before cumulative effect
of accounting change: |                                                                                                                                                                                              |   |               |            |               |   |     |           
|Basic                                                                             |                                                                                                                                                                                              | $ | .24           |            |               | $ | .20 |           
|                                                                                  |                                                                                                                                                                                              |   |               |            |               |   |     |           
|Diluted                                                                           |                                                                                                                                                                                              | $ | .24           |            |               | $ | .20 |           
|                                                                                  |                                                                                                                                                                                              |   |               |            |               |   |     |           



| |  | Options to purchase 420,200 shares of common stock at prices ranging from
$20.81 to $33.3125 per share were outstanding during the first quarter of
2003, but were not included in the computation of diluted earnings per
share because the options exercise price was greater than the average
market price of the common shares during that period. Options to purchase
110,850 shares of common stock at prices ranging from $26.01 to $33.31
per share were outstanding during the first quarter of 2002, but were not
included in the computation of diluted earnings per share because the
options exercise price was greater than the average market price of the
common shares during that period.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In accordance with the provisions of Statement of Financial Accounting
Standards No. 128, Earnings Per Share, potential dilutive shares
resulting from stock option plans used in the calculation of dilutive
earnings per share are based on an average of the potential dilutive
shares resulting from stock option plans for the periods presented.                                                                                                                                                                                                                                                                                                                                                     

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|(5) |  | The Company operates through individual operating units for which
separate financial information is available, and for which operating
results are evaluated regularly by the Companys chief operating decision
maker in determining resource allocation and assessing performance
(operating segments). The Companys
operating segments manufacture complex and standard metal products that
are sold primarily to equipment manufacturers and other assemblers or
integrators and distributors. Certain of the operating segments have
similar long-term average gross margins and all of them exhibit other
common attributes, including the nature of the products and production
processes, distribution patterns and classes of customers. As a result,
based upon current and expected future long-term financial performance,
the Company aggregates its operating segments into three reportable
segments engaged in the manufacture and sale of the following:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Specialty Metal Formed Products complex metal products used in
specialized medical, aerospace, defense, security, electronic, material
handling, construction and other industrial applications. Products
include anti-friction bearings, split roller bearings, specialty balls,
linear deceleration products and metal retaining devices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | Ring, Seal and Filtration Products complex and standard ring, seal and
filtration products used in demanding industrial, aerospace, defense,
security, medical, electronic and marine equipment applications. Products
include engine rings, sealing rings, shaft seals, slip-rings, slip-ring
assemblies, video and data multiplexers, fiber optic rotary joints,
printed circuit boards, filter elements and filtration systems.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | Other Metal Products- metal alloys, machine tool components, presses,
dies and benders used in a variety of industrial applications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | The accounting policies of the operating segments are the same as those
of the Company. Segment performance is evaluated based on segment
operating income (which includes an estimated provision for state income
taxes) and segment assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Items not allocated to segment operating income include certain
amortization and corporate administrative expenses, and other amounts.
Corporate assets consist of cash and cash equivalents, fixed assets and
certain prepaid expenses. The selling price for transfers between
operating segments and geographic areas is generally based on cost plus a
mark-up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                                   |                    |   |               |            |               |   |            |            |  
|---------------------------------- | ------------------ | - | ------------- | ---------- | ------------- | - | ---------- | ---------- | -
|                                   |                    |   | Quarter Ended
|                                   |                    |   |              
|                                   |                    |   | Mar. 29, 2003 |            | Mar. 30, 2002
|                                   |                    |   |               |            |              
|Net Sales                          |                    |   |               |            |               |   |            |           
|Specialty Metal Formed Products    |                    |   |               |            |               |   |            |           
|                                   | External customers |   | $             | 44,835,000 |               |   | $          | 38,697,000 |  
|                                   | Intersegment       |   |               | 74,000     |               |   |            | 70,000     |  
|                                   |                    |   |               |            |               |   |            |           
|                                   |                    |   | 44,909,000    |            |               |   | 38,767,000 |           
|Ring, Seal and Filtration Products |                    |   |               |            |               |   |            |           
|                                   | External customers |   |               | 21,642,000 |               |   |            | 22,451,000 |  
|                                   | Intersegment       |   |               | (74,000    | )             |   |            | (70,000    | )
|                                   |                    |   |               |            |               |   |            |           
|                                   |                    |   | 21,568,000    |            |               |   | 22,381,000 |           
|Other Metal Products               |                    |   | 4,338,000     |            |               |   | 4,997,000  |           
|                                   |                    |   |               |            |               |   |            |           
|Total consolidated net sales       |                    | $ | 70,815,000    |            |               | $ | 66,145,000 |           
|                                   |                    |   |               |            |               |   |            |           

|                                                                |  |               |            |               |  |   |           |  
|--------------------------------------------------------------- |  | ------------- | ---------- | ------------- |  | - | --------- | -
|                                                                |  | Quarter Ended
|                                                                |  |              
|                                                                |  | Mar. 29, 2003 |            | Mar. 30, 2002
|                                                                |  |               |            |              
|Operating income                                                |  |               |            |               |  |   |           |  
|Specialty Metal Formed Products                                 |  | $             | 7,686,000  |               |  | $ | 5,463,000 |  
|Ring, Seal and Filtration Products                              |  |               | 1,337,000  |               |  |   | 3,330,000 |  
|Other Metal Products                                            |  |               | 184,000    |               |  |   | 359,000   |  
|                                                                |  |               |            |               |  |   |           |  
|Total segment operating income                                  |  |               | 9,207,000  |               |  |   | 9,152,000 |  
|State income tax provision
included in segment operating
income |  |               | 287,000    |               |  |   | 349,000   |  
|Items not allocated to segment
operating income                 |  |               | 1,230,000  |               |  |   | (246,000  | )
|Interest expense                                                |  |               | (329,000   | )             |  |   | (599,000  | )
|Interest income                                                 |  |               | 519,000    |               |  |   | 644,000   |  
|                                                                |  |               |            |               |  |   |           |  
|Income from operations before income
taxes                      |  | $             | 10,914,000 |               |  | $ | 9,300,000 |  
|                                                                |  |               |            |               |  |   |           |  

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|                                                 |  |               |           |               |  |   |           | 
|------------------------------------------------ |  | ------------- | --------- | ------------- |  | - | --------- | 
|                                                 |  | Quarter Ended
|                                                 |  |              
|                                                 |  | Mar. 29, 2003 |           | Mar. 30, 2002
|                                                 |  |               |           |              
|Depreciation and amortization                    |  |               |           |               |  |   |           | 
|Specialty Metal Formed Products                  |  | $             | 2,350,000 |               |  | $ | 2,314,000 | 
|Ring, Seal and Filtration Products               |  |               | 850,000   |               |  |   | 686,000   | 
|Other Metal Products                             |  |               | 144,000   |               |  |   | 138,000   | 
|Corporate                                        |  |               | 367,000   |               |  |   | 238,000   | 
|                                                 |  |               |           |               |  |   |           | 
|Total consolidated depreciation and
amortization |  | $             | 3,711,000 |               |  | $ | 3,376,000 | 
|                                                 |  |               |           |               |  |   |           | 

|                                                                  |  |               |           |               |  |   |           | 
|----------------------------------------------------------------- |  | ------------- | --------- | ------------- |  | - | --------- | 
|                                                                  |  | Quarter Ended
|                                                                  |  |              
|                                                                  |  | Mar. 29, 2003 |           | Mar. 30, 2002
|                                                                  |  |               |           |              
|Additions to net property, plant and
equipment                    |  |               |           |               |  |   |           | 
|Specialty Metal Formed Products                                   |  | $             | 2,135,000 |               |  | $ | 595,000   | 
|Ring, Seal and Filtration Products                                |  |               | 412,000   |               |  |   | 855,000   | 
|Other Metal Products                                              |  |               | 49,000    |               |  |   | 61,000    | 
|Corporate                                                         |  |               | 35,000    |               |  |   | 180,000   | 
|                                                                  |  |               |           |               |  |   |           | 
|Total consolidated additions to net
property, plant and equipment |  | $             | 2,631,000 |               |  | $ | 1,691,000 | 
|                                                                  |  |               |           |               |  |   |           | 

|                                   |                           |   |               |             |               |   |             |             | 
|---------------------------------- | ------------------------- | - | ------------- | ----------- | ------------- | - | ----------- | ----------- | 
|                                   |                           |   | Period Ended 
|                                   |                           |   |              
|                                   |                           |   | Mar. 29, 2003 |             | Dec. 31, 2002
|                                   |                           |   |               |             |              
|Total Assets                       |                           |   |               |             |               |   |             |            
|Specialty Metal Formed Products    |                           | $ | 209,174,000   |             |               | $ | 205,989,000 |            
|Ring, Seal and Filtration Products |                           |   | 75,609,000    |             |               |   | 74,813,000  |            
|Other Metal Products               |                           |   | 25,728,000    |             |               |   | 25,642,000  |            
|Corporate                          |                           |   | 172,397,000   |             |               |   | 170,703,000 |            
|                                   |                           |   |               |             |               |   |             |            
|                                   | Total consolidated assets |   | $             | 482,908,000 |               |   | $           | 477,147,000 | 
|                                   |                           |   |               |             |               |   |             |            

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(6)     At March 29, 2003, borrowings under the Companys revolving credit facility
totaled $72.2 million. The revolving credit facility permits the Company to
borrow under several different interest rate options. The interest rate on
borrowings equaled a weighted average of 1.8 percent during the first quarter
of 2003 based on the London Interbank Offered Rate (LIBOR). The revolving
credit facility contains certain restrictive covenants the most restrictive of
which limits the total amount of indebtedness the Company may incur based on
the Companys earnings before interest, taxes, depreciation and amortization.
The Company is in compliance with all restrictive covenants contained in the
revolving credit facility at March 29, 2003. After consideration of the
facilitys covenants, the Company had additional available credit under its
revolving credit facility of $116.5 million at March 29, 2003. The revolving
credit facility terminates in June 2004, and all amounts outstanding thereunder
will be reclassified as short-term debt in the Companys consolidated financial
statements beginning in June 2003.

(7)       As previously reported, the Company, along with certain other companies,
was named as a defendant in a lawsuit filed in 1996 in the United States
District Court for the Southern District of New York (the Transactions
Lawsuit). Captioned Richard A. Lippe, et al. v. Bairnco Corporation, et al.,
the Transactions Lawsuit sought damages alleged by plaintiffs to be an amount
of $700 million, plus interest and punitive damages against the defendants
collectively.

On March 14, 2003, the Court granted the motion of Kaydon and the other
defendants for summary judgment, dismissing the case in its entirety against
all defendants. In its ruling, the Court held, among other things, that
plaintiffs had failed to support their fraudulent conveyance claims against the
Company with any concrete evidence, so that no reasonable jury could find
against the Company.

On April 14, 2003, the plaintiffs filed a notice of appeal from the Courts
order granting summary judgment and dismissing the action. Management has
always believed that the Company had meritorious defenses to the claims pending
against it in this litigation and believes the Courts dismissal of the action
will be upheld on appeal. Accordingly, no provision had been reflected in the
consolidated financial statements for any alleged damages. Expenditures to
litigate this matter equaled $1.4 million in the first quarter of 2003, $6.6
million in 2002, $3.9 million in 2001, and $2.8 million in 2000. As of March
29, 2003, a $4.0 million accrual is included as a current liability in the
consolidated financial statements, reflecting the estimated remaining costs to
litigate this matter, including consideration of the aforementioned recent
events.

As previously reported, in July 2001, Kaydon, Kaydons insurance provider and
the plaintiff agreed to a settlement of a lawsuit which involved one of
Kaydons subsidiaries as the defendant, with the settlement payment to the
plaintiff being shared between Kaydon and Kaydons insurance provider. Kaydons
portion of the settlement payment was offset by amounts previously recorded to
litigate this legal matter. The Company believes that the loss sustained in the
settlement of the

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lawsuit is covered under Kaydons commercial general
liability policy, and that the ultimate resolution of the current litigation
related to this
matter between Kaydon and Kaydons insurance provider will not have a material
effect on the Companys consolidated financial statements.

In August 2000, an accident involving a MH53E helicopter manufactured by
Sikorsky Aircraft Corporation, resulted in four deaths and two injuries during
a military training mission. The Company manufactures and sells swashplate
bearings used on MH53E helicopters. In May 2002, the Company, along with
Sikorsky Aircraft Corporation, The Armoloy Corporation, Armoloy of Illinois,
Inc., Armoloy of Connecticut, Inc. and Investment Holdings, Inc., was named as
a defendant in a lawsuit filed by the relatives and the estates of the four
deceased individuals, and by the two injured individuals, in the United States
District Court for the Southern District of Texas. Currently, the Companys
insurance provider is in the process of responding to the claim. The Company
believes that the alleged damages claimed in this lawsuit, and the associated
legal costs, will be fully covered under the Companys insurance policy.
Further, the Company believes it has meritorious defenses to these claims
including, but not limited to, the fact that the bearing utilized in the
helicopter involved in the accident was inspected and approved prior to
shipment by both U.S. government inspectors and Sikorsky Aircraft Corporation.
Accordingly, an accrual is not recorded in the consolidated financial
statements related to this legal action.

Various other claims, lawsuits and environmental matters arising in the normal
course of business are pending against the Company. An accrual is recorded in
the consolidated financial statements equal to the Companys most current and
best estimates to litigate these legal actions.

(8)  As required, on January 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 142 Goodwill and Other Intangible Assets.
As a result, Kaydon is no longer amortizing goodwill and indefinite-lived
intangible assets, but is required to subject these assets to an annual
impairment analysis. During the first quarter of 2002, intangible assets
deemed to have indefinite useful lives were tested for impairment as of January
1, 2002, with no impairment loss being realized.

During the second quarter of 2002, the Company completed the first step of the
two-step goodwill impairment test required by SFAS No. 142. Step one is
designed to identify potential impairment by comparing the fair value of the
Companys reporting units, as that term is defined by SFAS No. 142, with the
reporting units carrying amount. As required by SFAS No. 142, the comparison
was done as of January 1, 2002. Fair values of the reporting units were
estimated using the expected present value of future cash flows. As a result
of completing step one, the Company identified two reporting units whose
carrying amount exceeded their fair value, which indicates potential goodwill
impairment. Both reporting units are

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part of the Companys Other Metal
Products reporting segment. The aggregate total carrying amount of goodwill
at these two reporting units was $19.3 million as of January 1, 2002.

During the third quarter of 2002, the Company engaged a valuation specialist to
assist it in completing step two of the goodwill impairment test, which
measures the amount of any
impairment loss by comparing the implied fair value of the reporting units
goodwill with the carrying amount of that goodwill. As a result of completing
step two of the goodwill impairment test, the Company determined that the
implied fair value of the goodwill of the two aforementioned reporting units
equaled $2.5 million. Therefore, under SFAS No. 142, the Company incurred a
pre-tax, non-cash goodwill impairment loss of $16.8 million as of January 1,
2002. The two reporting units are expected to generate positive future cash
flows, but under the provisions of SFAS No. 142 the present values of those
cash flows (reporting unit fair value) resulted in the implied fair value of
goodwill being significantly less than the carrying amount. Under previous
guidance, specifically Accounting Principles Board Opinion No. 17, goodwill was
tested for impairment using an undiscounted cash flow (recoverability)
approach. In accordance with SFAS No. 142, the $16.8 million goodwill
impairment loss ($13.2 million or $.44 per share on an after tax, diluted
basis) was recognized as the cumulative effect of a change in accounting
principle as of January 1, 2002.

During the first quarter of 2003, the
Company completed the annual goodwill impairment test for certain of the Companys reporting units.
Fair values of the reporting units tested were carried forward from
detailed calculations completed during the first quarter of 2002, as
allowed by SFAS No. 142. The fair value of all reporting
units tested exceeded their carrying value, which indicated no goodwill
impairment.

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The changes in the carrying amount of goodwill for the year ended December 31,
2002 and for the first quarter ended March 29, 2003, are as follows:

|                                                 |  |                 |            |                     |  |                      |            |       |  |   |             |   |  |   |             |  
|------------------------------------------------ |  | --------------- | ---------- | ------------------- |  | -------------------- | ---------- | ----- |  | - | ----------- | - |  | - | ----------- | -
|                                                 |  | Specialty Metal |            | Ring, Seal and      |  |                      |            |       |  |   |             |  
|                                                 |  | Formed Products |            | Filtration Products |  | Other Metal Products |            | Total
|                                                 |  |                 |            |                     |  |                      |            |      
|Balance as of
December 31,
2001                  |  | $               | 68,873,000 |                     |  | $                    | 21,295,000 |       |  | $ | 31,540,000  |   |  | $ | 121,708,000 |  
|Goodwill acquired                                |  |                 |           |                     |  |                      | 1,862,000  |       |  |   |            |   |  |   | 1,862,000   |  
|Impairment losses                                |  |                 |           |                     |  |                      |           |       |  |   | (16,766,000 | ) |  |   | (16,766,000 | )
|Effect of foreign
currency
exchange rate
changes |  |                 | 1,858,000  |                     |  |                      | 108,000    |       |  |   |            |   |  |   | 1,966,000   |  
|                                                 |  |                 |            |                     |  |                      |            |       |  |   |             |   |  |   |             |  
|Balance as of
December 31,
2002                  |  | $               | 70,731,000 |                     |  | $                    | 23,265,000 |       |  | $ | 14,774,000  |   |  | $ | 108,770,000 |  
|                                                 |  |                 |            |                     |  |                      |            |       |  |   |             |   |  |   |             |  
|Effect of foreign
currency
exchange rate
changes |  |                 | (354,000   | )                   |  |                      | 503,000    |       |  |   |            |   |  |   | 149,000     |  
|                                                 |  |                 |            |                     |  |                      |            |       |  |   |             |   |  |   |             |  
|Balance as of
March 29, 2003                     |  | $               | 70,377,000 |                     |  | $                    | 23,768,000 |       |  | $ | 14,774,000  |   |  | $ | 108,919,000 |  
|                                                 |  |                 |            |                     |  |                      |            |       |  |   |             |   |  |   |             |  

Goodwill includes $16.2 million arising prior to 1971 that was not being
amortized prior to the adoption of SFAS No. 142 because, in the opinion of
management, there was no diminution in value. Goodwill is stated net of
accumulated amortization of $13.3 million at December 31, 2002 and March 29,
2003.

Other intangible assets are summarized as follows:

|                            |  |                      |            |                         |  |                |           |              |  |   |            |  |  |   |           | 
|--------------------------- |  | -------------------- | ---------- | ----------------------- |  | -------------- | --------- | ------------ |  | - | ---------- |  |  | - | --------- | 
|                            |  | As of March 29, 2003 |            | As of December 31, 2002
|                            |  |                      |            |                        
|                            |  | Gross Carrying       |            | Accumulated             |  | Gross Carrying |           | Accumulated 
|Amortized Intangible Assets |  | Amount               |            | Amortization            |  | Amount         |           | Amortization
|                            |  |                      |            |                         |  |                |           |             
|Customer lists              |  | $                    | 8,140,000  |                         |  | $              | 2,011,000 |              |  | $ | 8,140,000  |  |  | $ | 1,818,000 | 
|Patents                     |  |                      | 1,553,000  |                         |  |                | 544,000   |              |  |   | 1,553,000  |  |  |   | 527,000   | 
|Other                       |  |                      | 950,000    |                         |  |                | 950,000   |              |  |   | 950,000    |  |  |   | 950,000   | 
|                            |  |                      |            |                         |  |                |           |              |  |   |            |  |  |   |           | 
|                            |  | $                    | 10,643,000 |                         |  | $              | 3,505,000 |              |  | $ | 10,643,000 |  |  | $ | 3,295,000 | 
|                            |  |                      |            |                         |  |                |           |              |  |   |            |  |  |   |           | 

The intangible assets are being amortized on a straight-line basis over periods of 10 to 20 years.

|                              |  |          |           |          |   |  |           | 
|----------------------------- |  | -------- | --------- | -------- | - |  | --------- | 
|                              |  | Carrying |           | Carrying |  
|Unamortized Intangible Assets |  | Amount   |           | Amount   |  
|                              |  |          |           |          |  
|Trademarks                    |  | $        | 2,396,000 |          | $ |  | 2,396,000 | 
|                              |  |          |           |          |   |  |           | 

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|                                                 |  |   |         |  |  |  |  | 
|------------------------------------------------ |  | - | ------- |  |  |  |  | 
|                                                 |  |   |         |  | 
|                                                 |  |   |         |  | 
|                                                 |  |   |         |  | 
|Aggregate Intangible Assets
Amortization Expense |  |   |         |  |  |  |  | 
|For the first quarter ended
March 29, 2003       |  | $ | 210,000 |  |  |  |  | 
|For the first quarter ended
March 30, 2002       |  | $ | 225,000 |  |  |  |  | 
|Estimated Intangible Assets
Amortization Expense |  |   |         |  |  |  |  | 
|For the year ending December
31, 2003            |  | $ | 840,000 |  |  |  |  | 
|For the year ending December
31, 2004            |  | $ | 840,000 |  |  |  |  | 
|For the year ending December
31, 2005            |  | $ | 840,000 |  |  |  |  | 
|For the year ending December
31, 2006            |  | $ | 840,000 |  |  |  |  | 
|For the year ending December
31, 2007            |  | $ | 840,000 |  |  |  |  | 

(9)
During the fourth quarter of 2002, the Company initiated a restructuring plan
to enhance operating performance and balance the manufacturing capacity among
three plants in the Specialty Metal Formed Products reporting segment. This
restructuring plan resulted in a $0.5 million charge in the fourth quarter of
2002, and a related $0.5 million liability in the Companys December 31, 2002
Consolidated Balance Sheet. During the first quarter of 2003, the restructuring
plan resulted in a $0.5 million charge primarily related to employee
termination and severance costs for 57 hourly and 11 salary employees.
Activity related to this restructuring plan for the first quarter of 2003 is as
follows:

|                                     |  |             |         |       |  |       |         |   |  |   |         |  
|------------------------------------ |  | ----------- | ------- | ----- |  | ----- | ------- | - |  | - | ------- | -
|                                     |  | Employee    |         |       |  |       |         |   |  |  
|                                     |  | Termination |         |       |  |       |         |   |  |  
|                                     |  | and         |         |       |  |       |         |   |  |  
|                                     |  | Severance   |         |       |  |       |         |   |  |  
|                                     |  | Costs       |         | Other |  | Total
|                                     |  |             |         |       |  |      
|Reserve balance at
December 31, 2002 |  | $           |        |       |  | $     | 450,000 |   |  | $ | 450,000 |  
|Restructuring charges                |  |             | 436,182 |       |  |       | 15,787  |   |  |   | 451,969 |  
|Cash paid                            |  |             | (25,071 | )     |  |       | (37,968 | ) |  |   | (63,039 | )
|                                     |  |             |         |       |  |       |         |   |  |   |         |  
|Reserve balance at
March 29, 2003    |  | $           | 411,111 |       |  | $     | 427,819 |   |  | $ | 838,930 |  
|                                     |  |             |         |       |  |       |         |   |  |   |         |  

In addition, the Company expects to incur $1.3 million of additional costs
throughout the remainder of 2003 related to equipment relocation and other
restructuring expenses.

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(10)
The Company accounts for stock-based compensation granted to employees and
Directors using the intrinsic value method prescribed in Accounting Principles
Board Opinion No. 25. The following table details the effect on net income
(loss) and earnings
(loss) per share had compensation cost for stock-based awards been recognized
based on the fair value method prescribed under Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation:

|                                                                                                             |             |   |                |      |                |   |            |       |  
|------------------------------------------------------------------------------------------------------------ | ----------- | - | -------------- | ---- | -------------- | - | ---------- | ----- | -
|                                                                                                             |             |   | Quarter Ended 
|                                                                                                             |             |   |               
|                                                                                                             |             |   | March 29, 2003 |      | March 30, 2002
|                                                                                                             |             |   |                |      |               
|Reported net income (loss)                                                                                   |             | $ | 7,094,000      |      |                | $ | (7,270,000 | )    
|Add: Total stock-based compensation
expense included in reported net
income (loss), net of tax               |             |   | 210,000        |      |                |   | 143,000    |      
|Deduct: Total stock-based
compensation expense determined
under fair value method for all
awards, net of tax |             |   | (253,000       | )    |                |   | (279,000   | )    
|                                                                                                             |             |   |                |      |                |   |            |      
|Pro-forma net income (loss)                                                                                  |             | $ | 7,051,000      |      |                | $ | (7,406,000 | )    
|                                                                                                             |             |   |                |      |                |   |            |      
|Earnings (loss) per share- Basic:                                                                            |             |   |                |      |                |   |            |      
|                                                                                                             | As reported |   | $              | 0.24 |                |   | $          | (0.24 | )
|                                                                                                             | Pro-forma   |   | $              | 0.24 |                |   | $          | (0.25 | )
|Earnings (loss) per share- Diluted:                                                                          |             |   |                |      |                |   |            |      
|                                                                                                             | As reported |   | $              | 0.24 |                |   | $          | (0.24 | )
|                                                                                                             | Pro-forma   |   | $              | 0.24 |                |   | $          | (0.25 | )

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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

During the first quarter of 2003, Kaydon Corporation and subsidiaries (the
Company) achieved sales of $70.8 million, as compared to $66.1 million in the
first quarter of 2002. While certain markets have improved when compared to
the first quarter of 2002, Company sales figures continue to be negatively
impacted by economic and geopolitical uncertainties.

Specifically, Kaydon experienced increased demand during the first quarter of
2003 compared to the first quarter of last year for various products sold by
the Specialty Metal Formed Products reporting segment. Sales of this
reporting segment of $44.9 million during the first quarter of 2003 increased
$6.1 million from first quarter 2002 sales of $38.8 million or by 15.8 percent
as a result of increased demand for custom-engineered bearings in
aerospace/military markets and increased sales of the segments linear
deceleration products, partially offset by reduced sales to specialty ball
markets.

The Ring, Seal and Filtration Products reporting segment achieved sales of
$21.6 million during the first quarter of 2003, down $.8 million from the first
quarter 2002 sales of $22.4 million. This segment experienced weaker demand
for certain commercial aircraft and industrial seals as well as for filtration
systems servicing industrial markets.

The Other Metal Products reporting segment achieved sales of $4.3 million
during the first quarter of 2003, which was down $.7 million or 13.2 percent
from the first quarter 2002 sales figure of $5.0 million. Reduced demand for
metal forming equipment and metal alloy products contributed to the decline in
sales.

Gross profit during the first quarter of 2003 of $24.0 million was 33.9 percent
of sales, compared with $22.2 million or 33.6 percent of sales in the first
quarter of 2002. Compared to the first quarter of 2002, the first quarter 2003
gross margin was positively impacted by increased sales volume.

Selling, general and administrative expenses during the first quarter of 2003,
were $13.3 million or 18.8 percent of sales as compared to $13.0 million or
19.6 percent of sales during the first quarter of 2002. First quarter 2003
selling, general and administrative expenses includes $.5 million of employee
severance-related charges in connection with the previously disclosed
restructuring plan to enhance manufacturing utilization in the Specialty
Bearings Product Group.

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Both gross profit margin and selling, general and administrative expenses were
negatively affected during the first quarter of 2003 by increased pension and
insurance costs. These
costs have increased by approximately $3.2 million on an annual basis compared
with 2002, and these increased costs will affect the Companys financial
performance throughout 2003.

Also, starting in the second quarter of this year, the Company will begin to
incur incremental costs associated directly with certain new requirements
imposed by the Sarbanes-Oxley Act of 2002 (the Act). Initially these costs
will be associated with the further documentation and review of the Companys
system of internal controls as required by Section 404 of the Act. These costs
have not yet been quantified, but could be as much as $0.5 million during 2003.

Operating income during the first quarter was $10.7 million or 15.1 percent of
sales as compared to $9.3 million or 14.0 percent of sales in the first quarter
of 2002.

Specifically, on a reporting segment basis, operating income from the
Specialty Metal Formed Products reporting segment was $7.7 million during the
first quarter of 2003 as compared to $5.5 million during the comparable period
last year. The increase in operating income is primarily reflective of the
increased top-line in this reporting segment as the profit metrics for this
segment are very volume sensitive.

The Ring, Seal and Filtration Products reporting segment contributed $1.3
million to the Companys operating income during the first quarter of 2003 as
compared to $3.3 million during the comparable period last year. The reduced
operating income in this reporting segment was primarily due to reduced sales
at the Companys Ring & Seal and Filtration Divisions, sales mix at the
Slip-Ring Products Group and unfavorable scrap adjustments.

Also, the Other Metal Products reporting segment contributed $.2 million
during the first quarter of 2003 as compared to $.4 million during the
comparable period last year, primarily due to reduced sales volume.

As previously reported, during the fourth quarter of 2002 the Company initiated
a restructuring plan to enhance manufacturing utilization in the Specialty
Bearings Product Group, part of the Specialty Metal Formed Products reporting
segment. This restructuring plan resulted in a $0.5 million charge in the
first quarter of 2003 related to headcount reductions. The Company expects to
incur $1.3 million of additional costs during 2003 related to equipment
relocation and other restructuring expenses. In addition, capital expenditures
in 2003 related to this restructuring will total approximately $2.9 million.
The restructuring plan is expected to provide annualized cost savings of
approximately $2.0 million per year beginning in 2004.

The effective income tax rate in the first quarter of 2003 was 35.0 percent as

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compared to a 36.0 percent tax rate realized in the first quarter of 2002 and a
35.1 percent tax rate realized during the 2002 year. The Company expects the
effective tax rate to remain at 35.0 percent throughout 2003.

First quarter 2003 income and diluted earnings per share from operations before
cumulative effect of accounting change were $7.1 million and $.24. First
quarter 2002 income and diluted earnings per share from operations before
cumulative effect of accounting change were $6.0 million and $.20.

As previously disclosed, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 as of January 1, 2002. As a result, a $16.8 million
goodwill impairment loss, $13.2 million or $.44 per share on an after tax,
diluted basis, was recognized as the cumulative effect of a change in
accounting principle as of January 1, 2002. The goodwill impairment loss
recorded in the first quarter of 2002 related to two operating units within the
Other Metal Products reporting segment.

First quarter 2003 net income and diluted earnings per share were $7.1 million
and $.24. First quarter 2002 net loss and diluted loss per share were $(7.3)
million and $(.24).

Liquidity and Capital Resources

Working capital was $205.5 million at March 29, 2003 reflecting a current ratio
of 5.5 to 1 compared to $203.6 million and a current ratio of 6.0 to 1 at
year-end 2002. The Companys revolving credit facility terminates in June
2004, and all amounts outstanding thereunder will be reclassified as short-term
debt in the Companys consolidated financial statements beginning in June 2003.
Cash flow from operations during the first quarter of 2003 was $12.5 million
compared to cash flow from operations of $19.8 million achieved during the
first quarter of last year. First quarter 2002 cash flow included a tax refund
of $10.1 million.

Depreciation and amortization for the first quarter of 2003 totaled $3.7
million compared to $3.4 million in the first quarter of 2002.

Cash and cash equivalents equaled $148.2 million at March 29, 2003 as compared
to the year-end 2002 balance of $146.3 million. Operating cash flow during the
first quarter, was offset by stock repurchases of $3.8 million, dividend
payments of $3.7 million and net capital expenditures of $2.6 million.

Management expects that the Companys planned capital requirements, which
consists of capital expenditures, dividend payments and its stock repurchase
program, will be financed by operations and existing cash balances.

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Outlook

After a relatively strong quarter of orders, the Companys backlog,
increasingly affected by shorter lead-time order trends, was $98.1 million at the end of the first
quarter 2003 as compared to $88.3 million at the end of 2002. The Company has
seen some evidence of increases in order entry levels for specific projects and
some end-markets including aerospace/military projects due to the war in Iraq,
but the Company has yet to see a full fledged meaningful broad-based recovery
in order entry across all markets at this time. The near-term outlook is
further clouded by continued geopolitical uncertainties affecting corporate
purchasing confidence. Expected operating cash flows coupled with the Companys
current cash reserves and available credit under the Companys $300.0 million
revolving credit facility will provide substantial resources to fund the
Companys ongoing business development efforts which include internal and
external growth initiatives as well as selected stock repurchases.

Critical Accounting Policies

The Companys consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the use of estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the periods
presented.

The Company continually evaluates the estimates, judgments, and assumptions
used to prepare the consolidated financial statements. In general, the
Companys estimates are based on historical experience, on information from
third party professionals and on various other judgments and assumptions that
are believed to be reasonable under the current facts and circumstances.
Actual results could differ from the current estimates made by the Company.
The Company has identified certain accounting policies, described below, that
are the most critical to the portrayal of the Companys current financial
condition and results of operation.

Loss Contingencies and Legal Costs-The Company records loss contingencies as a
liability when it is probable that a liability has been incurred and the amount
of the loss is reasonably estimable. Estimated legal costs expected to be
incurred in connection with loss contingencies are accrued in the consolidated
financial statements.

The Company believes the accounting estimates related to loss contingencies and
legal costs to be a critical accounting estimate as contingent liabilities are
often resolved over long time periods and estimation of probable losses and
costs to

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litigate requires forecasts that often depend on judgments from third
party experts and are based on potential actions by other third parties such as
plaintiffs, juries, and regulators.

To better understand this accounting policy and its historic impact on the
Company, readers should refer to the Notes to Consolidated Condensed Financial
Statements (Note 7) in this quarterly report on Form 10-Q as well as the
Companys Notes to Consolidated Financial Statements (Note 11) in the 2002
Annual Report on Form 10-K for additional information regarding loss
contingencies and legal costs.

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Impairment of Goodwill and Indefinite-Lived Intangible Assets-The Company
annually, or more frequently if events or changes in circumstances indicate a
need, tests the carrying amounts of goodwill and indefinite-lived intangible
assets for impairment.

The Company identifies impairment of
goodwill by comparing the fair value of each of the Company's
reporting units with the reporting unit's carrying amount. The fair
value of each of the Company's reporting units is derived from an
estimate of future discounted cash flows including an estimate for
terminal value. Potential goodwill impairment is identified if a
reporting unit's carrying amount is more than a reporting unit's fair
value. If this occurs, a third-party valuation specialist is utilized
to assist the Company in determining the implied fair value of the
reporting unit's goodwill. The amount of any actual impairment loss
is calculated by comparing the implied fair value of the reporting
unit's goodwill with the carrying amount of the reporting unit's
goodwill.

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A trademark is the Companys only indefinite-lived intangible asset. The Company identifies
impairment of this trademark by comparing its fair value to its carrying
amount. The fair value of the trademark is calculated based on an estimate of
future discounted cash flows including an estimate for terminal value related
to the net amount of royalty expense avoided due to the existence of the
trademark.

The Company believes the accounting estimates related to impairment of goodwill
and indefinite-lived intangible assets to be a critical accounting estimate
because: the estimate of future discounted cash flows and terminal values,
while based on reasonable and supportable assumptions and projections, requires
the Companys subjective judgments; the time periods for estimating future cash
flows is often lengthy which increases the sensitivity to assumptions made;
projected outcomes based on the variables can vary; and the calculation of
implied fair value is inherently subject to estimates.

To better understand this accounting policy and its impact on the Company,
readers should refer to Notes to Consolidated Condensed Financial Statements
(Note 8) in this quarterly report on Form 10-Q as well as the Companys Notes
to Consolidated Financial Statements (Note 12) in the 2002 Annual Report on
Form 10-K for additional information regarding goodwill and intangible assets.

Impairment of long-lived assets-The Company continually evaluates whether
events and circumstances have occurred that indicate the remaining estimated
useful lives of long-lived assets including fixed assets and amortizable
intangible assets may warrant revision or that remaining balances may not be
recoverable. When factors indicate that such costs should be evaluated for
possible impairment, the Company uses an estimate of future undiscounted cash
flows over the remaining lives of the long-lived assets that are compared to
the carrying value of the asset to evaluate whether the asset costs are
recoverable.

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The Company believes the accounting estimates related to long-lived asset
impairment to be a critical accounting estimate because: the estimate of future
undiscounted cash flows, while based on reasonable and supportable assumptions
and projections, requires the Companys subjective judgments; the time periods
for estimating future cash flows is often lengthy which increases the
sensitivity to assumptions made; and projected outcomes based on the variables
can vary.

To better understand this accounting policy and its impact on the Company,
readers should refer to Notes to Consolidated Condensed Financial Statements
(Note 8) in this quarterly report on Form 10-Q as well as the Companys Notes
to Consolidated Financial Statements (Note 1 and Note 12) in the 2002 Annual
Report on Form 10-K for additional information regarding long-lived assets.

Retirement benefits-The Companys employee pension and postretirement benefit
costs and obligations recorded in the financial statements are dependent on the
Companys estimates provided to and used by the Companys actuaries in
calculating such amounts.

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The Company believes the accounting estimates related to retirement benefits to
be a critical accounting estimate because of the wide range of assumptions used
in deriving the amounts recorded for retirement benefits in the Companys
financial statements. Significant assumptions include judgments regarding
discount rates, health care cost trend rates, inflation rates, salary growth
rates, long-term return on plan assets, retirement rates, mortality rates and
other factors.

The Company has developed estimates based on historical experience, on
information from third party professionals and on various other judgments and
assumptions that are believed to be reasonable under the current facts and
circumstances. Discount rate assumptions are based on investment yields
available on AA-rated corporate long-term bond yields. Health care cost trend
assumptions are developed based on historical data, the near-term outlook, and
on an assessment of likely long-term trends. Inflation assumptions are based
on an evaluation of external market indicators. Salary growth assumptions
reflect the Companys long-term experience, the near-term outlook and assumed
inflation. Retirement and mortality rates are based primarily on actual plan
experience and mortality tables.

Actual results that differ from the Companys assumptions are accumulated and
amortized over future periods and, therefore, generally affect the Companys
recognized expense and recorded obligation in such future periods. While the
Company believes that the assumptions used are appropriate, significant
differences in actual experience or significant changes in assumptions would
affect the Companys pension and postretirement benefits costs and obligations.

To better understand this accounting policy and its historic impact on the
Company, readers should refer to the Companys Notes to Consolidated Financial
Statements (Note 8) in the 2002 Annual Report on Form 10-K for additional
information regarding costs, obligations, and assumptions for employee pension
and postretirement benefits.

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Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the
Securities Exchange Act of 1934 regarding the Companys plans, expectations,
estimates and beliefs. Forward-looking statements are typically identified by
words such as believes, anticipates, estimates, expects, intends,
will, may and other similar expressions. These forward-looking statements
may include, among other things, projections of the Companys financial
performance, anticipated growth, characterization of and the Companys ability
to control contingent liabilities, and anticipated trends in the Companys
businesses. These statements are only predictions, based on the Companys
current expectation about future events. Although the Company believes the
expectations reflected in the forward-looking statements are reasonable, it
cannot guarantee future results, performance or achievements or that
predictions or current expectations will be accurate. These forward-looking
statements involve risks and uncertainties, including those specifically listed
below, that could cause the Companys actual results, performance or
achievements to differ materially from those expressed or implied by the
forward-looking statements.

In addition, the Company or persons acting on its behalf may from time to time
publish or communicate other items that could also be construed to be
forward-looking statements. Statements of this sort are or will be based on
the Companys estimates, assumptions, and projections and are subject to risks
and uncertainties, including those specifically listed below, that could cause
actual results to differ materially from those included in the forward-looking
statements. Kaydon does not undertake any responsibility to update its
forward-looking statements or risk factors to reflect future events or
circumstances. The following risk factors could affect the Companys operating
results.

Many of the Companys customers operate in cyclical industries that have
experienced downward economic cycles which have adversely affected Kaydons
revenues and net earnings.

Many of the Companys customers are in industries that are cyclical in nature
and sensitive to changes in general U.S. and worldwide economic conditions and
other factors, including capital spending levels. As a result, the demand for
the Companys products by these customers depends, in part, upon general
economic conditions and business confidence levels. Downward economic cycles
have affected the Companys customers and reduced sales of the Companys
products resulting in reductions to the Companys revenues and net earnings.
The Company expects a general economic recovery in industrial manufacturing and
upward economic cycle to result in increased revenues and operating results.
However, the Company provides no assurances that any such recovery, upward

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cycle or increased sales and operating results will occur. If such recovery
does not occur, Kaydons revenues may remain stable or decline and the Company
may incur lower levels of profitability.

Kaydon operates in highly competitive industries and some of the Companys
competitors are larger and have better resources than the Company.

The industries in which the Company operates are fragmented and it faces
competition from multiple companies across all of the Companys diverse product
lines. Kaydon expects competitive pressures from new products and aggressive
pricing to increase, which may cause the Company to lose market share or compel
the Company to reduce prices to remain competitive, and which could result in
reduced levels of revenues and earnings. Kaydons competitors include U.S. and
non-U.S. companies, some of whom benefit from lower labor costs and regulatory
burdens. In addition, certain competitors are larger than Kaydon and may have
greater resources. Increased competition with these companies or new entrants
to the Companys key markets could prevent price increases for the Companys
products or could require price reductions, which could adversely affect the
Companys financial condition, results of operations, growth or liquidity and
could affect the Companys operating performance.

The Companys efforts to acquire and integrate other companies and product
lines may not be successful, and the Company may not realize the intended
benefits of acquisitions.

As part of the Companys growth strategy, Kaydon has pursued, and intends to
continue pursuing, acquisitions of complementary businesses as well as
acquisitions that diversify the Companys product offerings. The Companys
ability to grow through acquisitions depends upon the ability to identify,
negotiate and complete suitable acquisitions. If the Company is not able to
successfully manage future acquisitions, the Company may incur losses.
Acquisitions and integration of those acquisitions into Kaydons existing
structure involve a number of risks, including:



| | - |  | difficulties in integrating acquisitions into the Companys operations;           
| | - |  | ----------------------------------------------------------------------------------
|
| | - |  | delays in realizing the intended efficiencies, cost savings and revenue
synergies;
|
| | - |  | unanticipated problems or liabilities; and                                        
|
| | - |  | diversion of Company managements time and attention.                             

The Company derives a portion of its revenues from foreign markets, which
subjects the Company to additional business risks.

Sales of the Companys products from the Companys foreign subsidiaries and
from domestic subsidiaries selling to foreign locations account for
approximately 30 percent of the Companys net sales. These foreign sales could
be adversely

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affected by changes in various foreign countries political and
economic conditions, trade protection measures, restrictions on repatriation of
earnings, differing intellectual property rights and changes in regulatory
requirements that restrict the sales of the Companys products or increase
costs. Also, changes in exchange rates between the U.S. dollar and other
currencies could potentially result in increases or decreases in the Companys
costs and earnings and may adversely affect the value of the Companys assets
outside the United States.

The Companys manufactured critical performance products expose the Company to
potential litigation-related costs.

As a provider of critical performance products in a variety of industries
including aerospace, defense, construction, marine, medical, material handling,
machine tool positioning and other industrial applications, the Company faces a
risk of exposure to claims in the event that the failure, use or misuse of the
Companys products results, or is alleged to result, in bodily injury and/or
property damage.

The Company, along with certain other companies, is named as a defendant in a
lawsuit arising from an August 2000 fatal accident involving a MH53E helicopter
manufactured by Sikorsky Aircraft Corporation. The Company believes that the
alleged damages claimed in this lawsuit, and the associated legal costs, will
be fully covered under the Companys insurance policy, but it is possible that
such costs will not be covered by insurance and, if so, the Company will incur
unknown additional direct costs. Further, the Company believes that there are
meritorious defenses to these claims including, but not limited to, the fact
that the bearing utilized in the helicopter involved in the accident was
inspected and approved prior to shipment by both U.S. government inspectors and
Sikorsky Aircraft Corporation. These claims have not been finally resolved.

In the past, costs related to legal proceedings and settlements have had an
effect on the Companys business, financial condition, results of operations
and liquidity. The Company makes no assurances that the ultimate cost of
current known or future unknown litigation and claims will not exceed the
Companys current expectations and it is possible that such costs could have a
material adverse effect on the Company.

The Transactions Lawsuit could materially affect the Company if an adverse
result occurs.

The Company, along with certain other companies, was named as a defendant in a
lawsuit filed in 1996 in the United States District Court for the Southern
District of New York (the Transactions Lawsuit). The Transactions Lawsuit
sought damages alleged by plaintiffs to be an amount of $700 million, plus
interest and punitive damages against the defendants collectively. On March
14, 2003, the Court granted the motion of Kaydon and the other defendants for
summary

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judgment, dismissing the case in its entirety against all defendants.
On April 14, 2003, the plaintiffs filed a notice of appeal from the Courts
order granting summary judgment and dismissing the action. Management has
always believed that the Company had meritorious defenses to the claims pending
against it in this litigation and believes the Courts dismissal of the action
will be upheld on appeal. Accordingly, no provision had been reflected in the
consolidated financial statements for any alleged damages. As of March 29,
2003, a $4.0 million accrual is included as a current liability in the
consolidated financial statements, reflecting the estimated remaining costs to
litigate this matter, including consideration of the aforementioned recent
events. While the Company currently believes the amount of the ultimate
liability, if any, with respect to this action will not materially affect the
financial condition, results of operations, or liquidity of the Company, the
Company realizes that the ultimate outcome of this litigation is uncertain.
Were an unfavorable outcome to occur, the impact could be material to the
Company.




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to certain market risks which exist as part of its
ongoing business operations including interest rates and foreign currency
exchange rates. The exposure to market risk for changes in interest rates
relates primarily to the Companys long-term debt borrowings under the
revolving credit facility and investments in cash and cash equivalents. The
interest rate on the long-term debt borrowings under the credit facility is
variable and is based on the London Interbank Offered Rate (LIBOR). A 18 basis
point increase in interest rates (10 percent of the Companys weighted average
long-term debt interest rate for the first quarter of 2003) would have an
immaterial effect on the Companys pre-tax earnings. All highly liquid
investments, including highly liquid debt and investment instruments purchased
with an original maturity of three months or less, are considered cash
equivalents. The Company places its investments in cash equivalents with high
credit quality issuers and limits the amount of exposure to any one issuer. A
12 basis point decrease in interest rates (10 percent of the Companys weighted
average investment interest rate for the first quarter of 2003) would have an
immaterial impact on the Companys pre-tax earnings. The Company conducts
business in various foreign currencies, primarily in Europe, Canada, and Japan.
Therefore, changes in the value of currencies of these countries affect the
Companys financial position and cash flows when translated into U.S. dollars.
The Company has mitigated and will continue to mitigate a portion of its
currency exposure through operation of decentralized foreign operating
companies in which substantially all costs are local currency based. In addition,
periodically, the Company enters into derivative financial instruments in the
form of foreign exchange contracts to reduce the effect of fluctuations in
foreign exchange rates. A 10 percent change in the value of all foreign
currencies would have an immaterial effect on the Companys financial position
and cash flows.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Within 90 days prior to the date of this report (the Evaluation Date), the
Companys Chief Executive and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based on that
evaluation, the Chief Executive and Chief Financial Officer concluded that as
of the Evaluation Date, the Companys disclosure controls and procedures were
effective.

Changes in Internal Controls

There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls subsequent to the
Evaluation Date.

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|         |  |                  
|-------- |  | -----------------
|PART II. |  | OTHER INFORMATION







|        |  |                                                                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1. |  | Legal Proceedings. See the discussion in Notes to
Consolidated Condensed Financial Statements (Note 7),
which discussion is incorporated herein by reference.
|        |  |                                                                                                                                                              
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                                             

|     |  |                     |      |             |  |                                                                                                                        
|---- |  | ------------------- | ---- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------
|(a). |  | Exhibit No.         |      | Description
|     |  |                     |      |            
|     |  |                     | 99.1 |             |  | Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
|     |  |                    
|(b). |  | Reports on Form 8-K

| |  |                                                                                                                                                                                                                                              
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On February 20, 2003, the Company issued a press release reporting
increased fourth quarter 2002 results and announcing a conference
call.                                                                                                   
| |  |                                                                                                                                                                                                                                              
| |  | On March 17, 2003, the Company issued a press release reporting a
favorable court ruling in Richard A. Lippe, et al. v. Bairnco
Corporation, et al. (the Transactions Lawsuit).                                                            
| |  |                                                                                                                                                                                                                                              
| |  | On March 31, 2003, the Company issued a press release summarizing
the remarks of President and Chief Executive Officer Brian P.
Campbell which were made at the Deutsche Bank Basic Industries
conference held in New York City on that date.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

|                  
|------------------
|KAYDON CORPORATION

|             |  |                                                                                                                                                                               
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|May 13, 2003 |  | /s/ Brian P. Campbell
Brian P. Campbell
Chairman, President, Chief Executive
Officer and Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer)

|             |  |                                                                                                                   
|------------ |  | ------------------------------------------------------------------------------------------------------------------
|May 13, 2003 |  | /s/ Kenneth W. Crawford
Kenneth W. Crawford
Vice President and Corporate Controller
(Principal Accounting Officer)

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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002




CERTIFICATIONS

I, Brian P. Campbell, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Kaydon Corporation;                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly 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 quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;                   
|  
|4) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        
|  
|a) |  | designed such disclosure controls and procedures 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 quarterly report is being
prepared;                               
|  
|b) |  | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                                                 
|  
|c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                                                       
|  
|5) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):                                                                               
|  
|a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and                                
|  
|b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                                                        

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|6) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|             |  |                                                                         
|------------ |  | ------------------------------------------------------------------------
|May 13, 2003 |  | /s/Brian P. Campbell
Chief Executive Officer and
Chief Financial Officer

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EXHIBIT INDEX

|            |  |                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                           
|            |  |                                                                                                                       
|99.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002