##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
 For the quarterly period ended October 29, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from to
 Commission
file number 000-26207
 BELK, INC.
 
  Delaware
    
    56-2058574(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)2801 West Tyvola Road, Charlotte, NC
    
    28217-4500(Address of Principal Executive Offices)
    
    (Zip Code)
 (704) 357-1000
   þ o
 þ o
 o þ




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BELK, INC.
Index to Form 10-Q
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended October 29, 2005 and October 30, 2004
    
    
    4Consolidated Balance Sheets as of October 29, 2005 and January 29, 2005
    
    
    5Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income for the Nine Months Ended October 29, 2005
    
    
    6Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 29, 2005 and October 30, 2004
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19
  2




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##### 



This Report Contains Forward-Looking Statements
    3




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##### 



BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 (dollars in thousands , except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedOctober 29,
    
    
    October 30,
    
    
    October 29,
    
    
    October 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues
    
    $
    701,298
    
    
    $
    540,266
    
    
    $
    1,872,145
    
    
    $
    1,626,756Cost of goods sold (including
occupancy and buying expenses)
    
    
    490,583
    
    
    
    364,428
    
    
    
    1,274,019
    
    
    
    1,087,628Selling, general and
administrative expenses
    
    
    203,109
    
    
    
    149,493
    
    
    
    506,548
    
    
    
    433,355Asset impairment and store
closing costs
    
    
    
    
    
    
    
    
    
    
    1,681
    
    
    
    373Hurricane losses
    
    
    905
    
    
    
    
    
    
    
    905
    
    
    
    Operating income
    
    
    6,701
    
    
    
    26,345
    
    
    
    88,992
    
    
    
    105,400Interest expense, net
    
    
    (14,164
    )
    
    
    (7,879
    )
    
    
    (31,684
    )
    
    
    (25,619
    )Gain (loss) on property, equipment and investments
    
    
    (4
    )
    
    
    (41
    )
    
    
    70
    
    
    
    (312
    )Other income, net
    
    
    56
    
    
    
    73
    
    
    
    221
    
    
    
    438Income (loss ) before income taxes
    
    
    (7,411
    )
    
    
    18,498
    
    
    
    57,599
    
    
    
    79,907Income tax expense (benefit)
    
    
    (2,900
    )
    
    
    6,740
    
    
    
    20,600
    
    
    
    29,100Net income (loss)
    
    $
    (4,511
    )
    
    $
    11,758
    
    
    $
    36,999
    
    
    $
    50,807Basic and diluted net income
(loss) per share
    
    $
    (0.09
    )
    
    $
    0.23
    
    
    $
    0.72
    
    
    $
    0.98Weighted average shares outstanding
    
    
    51,831,691
    
    
    
    51,569,971
    
    
    
    51,685,657
    
    
    
    51,743,116
  4




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BELK, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (dollars in thousands)
 October 29,
    
    
    January 29,2005
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    42,008
    
    
    $
    232,264Accounts receivable, net
    
    
    293,899
    
    
    
    319,706Merchandise inventory
    
    
    934,123
    
    
    
    527,860Prepaid expenses and other current assets
    
    
    18,133
    
    
    
    17,302Total current assets
    
    
    1,288,163
    
    
    
    1,097,132Investment securities
    
    
    7,051
    
    
    
    6,914Property and equipment, net
    
    
    1,085,183
    
    
    
    734,866Goodwill
    
    
    254,107
    
    
    
    Pension assets
    
    
    13,270
    
    
    
    4,211Other assets
    
    
    34,441
    
    
    
    23,783Total assets
    
    $
    2,682,215
    
    
    $
    1,866,906Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    414,718
    
    
    $
    177,793Accrued liabilities
    
    
    144,415
    
    
    
    85,768Accrued income taxes
    
    
    
    
    
    
    35,289Deferred income taxes
    
    
    2,971
    
    
    
    2,695Note payable
    
    
    46,794
    
    
    
    Current installments of long-term debt and capital lease obligations
    
    
    8,742
    
    
    
    8,199Total current liabilities
    
    
    617,640
    
    
    
    309,744Deferred income taxes
    
    
    23,745
    
    
    
    21,537Long-term debt and capital lease obligations, excluding current installments
    
    
    764,327
    
    
    
    293,220Interest rate swap liability
    
    
    9,819
    
    
    
    21,305Deferred compensation and other noncurrent liabilities
    
    
    163,287
    
    
    
    154,484Total liabilities
    
    
    1,578,818
    
    
    
    800,290Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 51.8 and 51.5 million shares issued and outstanding
as of October 29, 2005 and January 29, 2005, respectively
    
    
    518
    
    
    
    515Paid-in capital
    
    
    536,567
    
    
    
    533,923Retained earnings
    
    
    637,826
    
    
    
    617,097Accumulated other comprehensive loss
    
    
    (71,514
    )
    
    
    (84,919
    )Total stockholders equity
    
    
    1,103,397
    
    
    
    1,066,616Total liabilities and stockholders equity
    
    $
    2,682,215
    
    
    $
    1,866,906
  5




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BELK, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
 (dollars in thousands)
 AccumulatedOtherCommon
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Earnings
    
    
    Loss
    
    
    TotalBalance at January 29, 2005
    
    $
    515
    
    
    $
    533,923
    
    
    $
    617,097
    
    
    $
    (84,919
    )
    
    $
    1,066,616Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    36,999
    
    
    
    
    
    
    
    36,999Unrealized gain on investments,
net of $32 income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    55Unrealized gain on interest rate
swaps,
net of $4,444 income tax
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,566
    
    
    
    7,566Amortization of pension asset
adjustment,
net of $3,397 income tax
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,784
    
    
    
    5,784Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,404Cash dividends
    
    
    
    
    
    
    
    
    
    
    (16,270
    )
    
    
    
    
    
    
    (16,270
    )Common stock issued
    
    
    3
    
    
    
    3,499
    
    
    
    
    
    
    
    
    
    
    
    3,502Stock compensation granted, net
    
    
    
    
    
    
    (855
    )
    
    
    
    
    
    
    
    
    
    
    (855
    )Balance at October 29, 2005
    
    $
    518
    
    
    $
    536,567
    
    
    $
    637,826
    
    
    $
    (71,514
    )
    
    $
    1,103,397
  6




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BELK, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)
 Nine Months EndedOctober 29,
    
    
    October 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    
    36,999
    
    
    $
    50,807Adjustments to reconcile net income to net cash provided by operating activities:Asset impairment and store closing costs
    
    
    1,681
    
    
    
    373Deferred income taxes
    
    
    14,473
    
    
    
    15,060Depreciation and amortization
    
    
    81,807
    
    
    
    70,409(Gain) loss on sale of property, equipment & investments
    
    
    (70
    )
    
    
    312(Increase) decrease in:Accounts receivable, net
    
    
    25,813
    
    
    
    31,225Merchandise inventory
    
    
    (264,206
    )
    
    
    (218,674
    )Prepaid expenses and other assets
    
    
    (23,494
    )
    
    
    (7,322
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    239,948
    
    
    
    130,945Accrued income taxes
    
    
    (35,289
    )
    
    
    (36,499
    )Deferred compensation and other liabilities
    
    
    7,405
    
    
    
    13,213Net cash provided by operating activities
    
    
    85,067
    
    
    
    49,849Cash flows from investing activities:Purchases of investments
    
    
    (50
    )
    
    
    (167
    )Acquisition of Proffitts/McRaes, net of cash acquired
    
    
    (622,779
    )
    
    
    Proceeds from sales of investments
    
    
    
    
    
    
    80Proceeds from sales of property and equipment
    
    
    6,218
    
    
    
    1,508Purchases of property and equipment
    
    
    (160,389
    )
    
    
    (95,337
    )Net cash used by investing activities
    
    
    (777,000
    )
    
    
    (93,916
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    729,462
    
    
    
    Principal payments on notes payable and capital lease obligations
    
    
    (259,719
    )
    
    
    (6,129
    )Stock compensation tax benefit
    
    
    1,411
    
    
    
    Net proceeds from lines of credit
    
    
    46,794
    
    
    
    Dividends paid
    
    
    (16,271
    )
    
    
    (24,699
    )Repurchase of common stock
    
    
    
    
    
    
    (7,172
    )Net cash provided (used) by financing activities
    
    
    501,677
    
    
    
    (38,000
    )Net decrease in cash and cash equivalents
    
    
    (190,256
    )
    
    
    (82,067
    )Cash and cash equivalents at beginning of period
    
    
    232,264
    
    
    
    166,071Cash and cash equivalents at end of period
    
    $
    42,008
    
    
    $
    84,004Supplemental schedule of noncash investing and financing activities:Increase in property and equipment through assumption of capital leases
    
    $
    2,111
    
    
    $
    960
  7




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BELK, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   (2) Comprehensive Income (Loss)
  Three Months Ended
    
    
    Nine Months EndedOctober 29,
    
    
    October 30,
    
    
    October 29,
    
    
    October 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)Net income (loss)
    
    $
    (4,511
    )
    
    $
    11,758
    
    
    $
    36,999
    
    
    $
    50,807Other comprehensive income
(loss):Net change in fair value of interest rate swaps, net of $1,669
and $4,310 income tax expense for the three and nine
months ended October 29, 2005, respectively and $2,062
income tax benefit and $1,084 income tax expense for the three
and nine months ended October 30, 2004, respectively
    
    
    2,842
    
    
    
    (3,511
    )
    
    
    7,338
    
    
    
    1,845Interest rate swap losses reclassified into interest expense from
other comprehensive income, net of $45 and $134 income tax
benefit for the three and nine months ended October 29, 2005
and October 30, 2004,
respectively
    
    
    76
    
    
    
    76
    
    
    
    228
    
    
    
    228Unrealized gain on investments, net of $41 and $32
income tax expense for the three and nine months ended
October 29, 2005, respectively and $168 and $156 income tax
expense for the three and nine months ended October 30, 2004,
respectively
    
    
    70
    
    
    
    286
    
    
    
    55
    
    
    
    266Amortization of pension asset adjustment, net of $1,132 and
$3,397 income tax expense for the three and nine months
ended October 29, 2005, respectively and $1,143 and $3,821
income tax expense for the three and nine months ended
October 30, 2004, respectively
    
    
    1,928
    
    
    
    1,947
    
    
    
    5,784
    
    
    
    6,506Other comprehensive income (loss)
    
    
    4,916
    
    
    
    (1,202
    )
    
    
    13,405
    
    
    
    8,845Total comprehensive income
    
    $
    405
    
    
    $
    10,556
    
    
    $
    50,404
    
    
    $
    59,652
 8




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (3) Accumulated Other Comprehensive Loss
  October 29,
    
    
    January 29,2005
    
    
    2005(dollars in thousands)Unrealized loss on interest rate swaps, net of $1,825
and $6,269 income tax benefit as of October 29, 2005 and
January 29, 2005, respectively
    
    $
    (3,107
    )
    
    $
    (10,674
    )Unrealized gains on investments, net of $1,157 and $1,139
income tax expense as of October 29, 2005 and January 29,
2005, respectively
    
    
    1,994
    
    
    
    1,939Pension asset adjustment, net of $41,347
and $44,743 income tax benefit as of October 29, 2005 and January 29,
2005, respectively
    
    
    (70,401
    )
    
    
    (76,184
    )Accumulated other comprehensive loss
    
    $
    (71,514
    )
    
    $
    (84,919
    )
 (4) Accounts Receivable, Net
   October 29,
    
    
    January 29,2005
    
    
    2005(dollars in thousands)Customer receivables
    
    $
    279,956
    
    
    $
    313,361Other receivables
    
    
    20,363
    
    
    
    16,331Less allowance for doubtful accounts
    
    
    (6,420
    )
    
    
    (9,986
    )Accounts receivable, net
    
    $
    293,899
    
    
    $
    319,706
 (5) Implementation of New Accounting Standards
  (6) Pension and Postretirement Benefits
   9




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Three Months EndedPension Plan
    
    
    Postretirement PlanOctober 29,
    
    
    October 30,
    
    
    October 29,
    
    
    October 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)Service cost
    
    $
    1,269
    
    
    $
    2,234
    
    
    $
    39
    
    
    $
    53Interest cost
    
    
    5,356
    
    
    
    5,319
    
    
    
    376
    
    
    
    384Expected return on plan assets
    
    
    (6,299
    )
    
    
    (6,558
    )
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Amortization of prior service cost
    
    
    340
    
    
    
    69
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    2,735
    
    
    
    2,095
    
    
    
    (106
    )
    
    
    (124
    )Net periodic benefit expense
    
    $
    3,401
    
    
    $
    3,159
    
    
    $
    374
    
    
    $
    378
 Nine Months EndedPension Plan
    
    
    Postretirement PlanOctober 29,
    
    
    October 30,
    
    
    October 29,
    
    
    October 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)Service cost
    
    $
    3,807
    
    
    $
    7,760
    
    
    $
    117
    
    
    $
    160Interest cost
    
    
    16,068
    
    
    
    15,956
    
    
    
    1,128
    
    
    
    1,152Expected return on plan assets
    
    
    (18,897
    )
    
    
    (19,675
    )
    
    
    
    
    
    
    Amortization of transition obligation
    
    
    
    
    
    
    
    
    
    
    195
    
    
    
    196Amortization of prior service cost
    
    
    1,020
    
    
    
    207
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    8,205
    
    
    
    6,286
    
    
    
    (318
    )
    
    
    (373
    )Net periodic benefit expense
    
    $
    10,203
    
    
    $
    10,534
    
    
    $
    1,122
    
    
    $
    1,135
   (7) Acquisitions
 Proffitts and McRaes Acquisition
    10




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##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Dollars in thousandsInventory
    
    $
    142,057Other current assets
    
    
    2,817Property, plant and equipment
    
    
    281,523Goodwill
    
    
    254,107Intangible assets
    
    
    750Other assets
    
    
    13,267Total assets acquired
    
    
    694,521Current liabilities
    
    
    59,127Long-term liabilities
    
    
    11,276Total liabilities assumed
    
    
    70,403Net Assets Acquired
    
    $
    624,118
   Three Months Ended
    
    Nine Months EndedOctober 29,
    
    October 30,
    
    October 29,
    
    October 30,2005
    
    2004
    
    2005
    
    2004(dollars in thousands)Net sales
    
    $
    701,298
    
    
    $
    690,245
    
    
    $
    2,135,402
    
    
    $
    2,065,265Net income (loss)
    
    
    (4,511
    )
    
    
    5,349
    
    
    
    23,674
    
    
    
    38,194Earnings (loss) per share,
basic and diluted
    
    
    (0.09
    )
    
    
    0.10
    
    
    
    0.46
    
    
    
    0.74
  11




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##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (8) Borrowings
  October 29,
    
    
    January 29,2005
    
    
    2005(Dollars in thousands)Bond facility
    
    $
    125,000
    
    
    $
    125,000Note payable
    
    
    200,990
    
    
    
    125,025Credit facility term loan
    
    
    200,000
    
    
    
    Senior notes
    
    
    200,000
    
    
    
    Sale/leaseback financing
    
    
    15,005
    
    
    
    18,846Capital lease agreements through August 2020
    
    
    31,941
    
    
    
    32,415Unsecured notes payable
    
    
    133
    
    
    
    133773,069
    
    
    
    301,419Less current installments
    
    
    (8,742
    )
    
    
    (8,199
    )Long-term debt and capital lease obligations, excluding
current installments
    
    $
    764,327
    
    
    $
    293,220
        12




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BELK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  (9) Hurricane Katrina
  (10) VISA Settlement
  (11) Subsequent Event
  13




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
        Proffitts and McRaes Acquisition
  Hurricane Katrina
  14




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##### 



VISA Settlement
  Results of Operations
  Three Months Ended
    
    
    Nine Months EndedOctober 29,
    
    
    October 30,
    
    
    October 29,
    
    
    October 30,2005
    
    
    2004
    
    
    2005
    
    
    2004SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    70.0
    
    
    
    67.5
    
    
    
    68.0
    
    
    
    66.9Selling, general and administrative expenses
    
    
    29.0
    
    
    
    27.7
    
    
    
    27.1
    
    
    
    26.6Operating income
    
    
    0.9
    
    
    
    4.8
    
    
    
    4.7
    
    
    
    6.5Interest expense, net
    
    
    2.0
    
    
    
    1.5
    
    
    
    1.7
    
    
    
    1.6Income tax expense (benefit)
    
    
    (0.4
    )
    
    
    1.2
    
    
    
    1.1
    
    
    
    1.8Net income (loss)
    
    
    (0.6
    )
    
    
    2.2
    
    
    
    2.0
    
    
    
    3.1Comparable store net revenue increase (decrease)
    
    
    (1.5
    )
    
    
    2.3
    
    
    
    0.4
    
    
    
    4.3
 Comparison of the Three and Nine Months Ended October 29, 2005 and October 30, 2004
 Revenues
  Cost of goods sold.
 15




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##### 



Selling, general and administrative expenses.
  Asset impairment and store closing costs.
 Hurricane losses
 Interest expense.
 Net income (loss).
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
   16




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Contractual Obligations and Commercial Commitments
  Payments Due by PeriodWithin 1
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    Year
    
    1- 3 Years
    
    4 - 5 Years
    
    Years(dollars in thousands)Long-Term Debt
    
    $
    773,069
    
    
    $
    8,742
    
    
    $
    341,831
    
    
    $
    205,930
    
    
    $
    216,566
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
    18




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  3.1
    
    Form of Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to pages B-24 to B-33 of the Companys Registration
Statement on Form S-4, filed on March 5, 1998 (File No.333-42935)).3.2
    
    Form of Second Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Companys Annual Report on Form 10-K for the fiscal
year ended January 31, 2004).4.1
    
    Articles Fourth, Fifth and Seventh of the Amended and Restated Certificate of
Incorporation of the Company (incorporated by reference to pages B-24 to B-33 of the
Companys Registration Statement on Form S-4, filed on March 5, 1998 (File No.
333-42935)).4.2
    
    Articles I and IV of the Second Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2 of the Companys Annual Report on Form 10-K
for the fiscal year ended January 31, 2004).10.1
    
    Real Estate Purchase and Sale Agreement dated September 21, 2005 between Belk,
Inc. and JMB Land Company, LLC (incorporated by reference to the Companys Current
Report on Form 8-K filed on September 27, 2005).31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted under Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted under Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  BELK, INC.Dated: December 8, 2005
    
    By:
    
    /s/ Ralph A. PittsRalph A. PittsExecutive Vice President, General Counsel andCorporate Secretary(Authorized Officer of the Registrant)By:
    
    /s/ Brian T. MarleyBrian T. MarleyExecutive Vice President andChief Financial Officer(Principal Financial Officer of the Registrant)
 20