##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.For the quarterly period ended May 5, 2007ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from  to
 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
  o þ o
  o þ




---



##### 



BELK, INC.
Index to Form 10-Q
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements (unaudited)Condensed Consolidated Statements of Income for the Three Months Ended May 5, 2007
and April 29, 2006
    
    
    4Consolidated Balance Sheets as of May 5, 2007 and February 3, 2007
    
    
    5Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income
for the Three Months Ended May 5, 2007
    
    
    6Consolidated Statements of
Cash Flows for the Three Months Ended May 5, 2007 and
April 29, 2006
    
    
    7Notes to Unaudited Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18




---



##### 



This Report Contains Forward-Looking Statements
    
    
    General economic, political and business conditions, nationally and in our market areas, including rates of economic
growth, interest rates, inflation or deflation, consumer credit availability, levels of consumer debt and bankruptcies,
tax rates and policy, unemployment trends, potential acts of terrorism and threats of such acts and other matters that
influence consumer confidence and spending;
 
    
    Our ability to anticipate the demands of our customers for a wide variety of merchandise and services, including our
predictions about the merchandise mix, quality, style, service, convenience and credit availability of our customers;
 
    
    Unseasonable and extreme weather conditions in our market areas;
 
    
    Seasonal fluctuations in quarterly net income due to the significant portion of our revenues generated during the
holiday season in the fourth fiscal quarter and the significant amount of inventory we carry during that time;
 
    
    Competition from other department and specialty stores and other retailers, including luxury goods retailers, general
merchandise stores, Internet retailers, mail order retailers and off-price and discount stores, in the areas of price,
merchandise mix, quality, style, service, convenience, credit availability and advertising;
 
    
    Our ability to effectively use advertising, marketing and promotional campaigns to generate high customer traffic in
our stores;
 
    
    Our ability to find qualified vendors from which to source our merchandise and our ability to access products in a
timely and efficient manner from a wide variety of domestic and international vendors;
 
    
    The income we receive from, and the timing of receipt of, payments from GE Money Bank, an affiliate of GE Consumer
Finance, the operator of our private label credit card business, which depends upon the amount of purchases made
through the proprietary credit cards, the level of finance charge income generated from the credit card portfolio, the
number of new accounts generated, changes in customers credit card use, and GEs ability to extend credit to our
customers;
 
    
    Our ability to correctly anticipate the appropriate levels of inventories during the year;
 
    
    Our ability to manage our expense structure;
 
    
    Our ability to realize the planned efficiencies from our acquisitions and effectively integrate and operate the
acquired stores and businesses, including our fiscal year 2006 acquisition of Proffitts and McRaes stores, our fiscal
year 2007 acquisition of Parisian stores and our fiscal year 2007 acquisition of the assets of Migerobe and
commencement of our new fine jewelry business;
 
    
    Our ability to continue to increase our number of stores, including the availability of existing retail stores or store
sites on acceptable terms and our ability to successfully execute the Companys retailing concept in new markets and
geographic regions; and
 
    
    The efficient and effective operation of our distribution network and information systems to manage sales,
distribution, merchandise planning and allocation functions.




---



##### 



PART I  FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements (unaudited)
 
 BELK, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands, except per share amounts)
 Three Months EndedMay 5,
    
    
    April 29,2007
    
    
    2006Revenues
    
    $
    904,484
    
    
    $
    752,525Cost of goods sold (including
occupancy and buying expenses)
    
    
    612,589
    
    
    
    504,831Selling, general and
administrative expenses
    
    
    254,279
    
    
    
    207,895Asset impairment and store
closing costs
    
    
    8,617
    
    
    
    1,767Gain on sale of property and
equipment
    
    
    722
    
    
    
    449Operating income
    
    
    29,721
    
    
    
    38,481Interest expense, net
    
    
    (14,620
    )
    
    
    (9,888
    )Gain on sale of investments
    
    
    
    
    
    
    1,678Income before income taxes
    
    
    15,101
    
    
    
    30,271Income tax expense
    
    
    5,600
    
    
    
    10,800Net income
    
    $
    9,501
    
    
    $
    19,471Basic and diluted income per share
    
    $
    0.19
    
    
    $
    0.38Weighted average shares
outstanding  basic and diluted
    
    
    50,243,552
    
    
    
    51,879,318
  4




---



##### 



BELK, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)
 May 5,
    
    
    February 3,2007
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    138,970
    
    
    $
    171,239Accounts receivable, net
    
    
    48,755
    
    
    
    61,434Merchandise inventory
    
    
    1,016,017
    
    
    
    931,870Prepaid income taxes, expenses and other current assets
    
    
    41,680
    
    
    
    32,926Total current assets
    
    
    1,245,422
    
    
    
    1,197,469Investment securities
    
    
    5,257
    
    
    
    5,317Property and equipment, net of accumulated depreciation and amortization of
of $963,097 and $931,573 as of May 5, 2007 and February 3, 2007, respectively
    
    
    1,237,214
    
    
    
    1,280,426Goodwill
    
    
    315,512
    
    
    
    310,126Deferred income taxes
    
    
    450
    
    
    
    Other assets
    
    
    56,917
    
    
    
    55,277Total assets
    
    $
    2,860,772
    
    
    $
    2,848,615Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    346,054
    
    
    $
    309,722Accrued liabilities
    
    
    170,271
    
    
    
    166,625Accrued income taxes
    
    
    
    
    
    
    22,686Deferred income taxes
    
    
    5,788
    
    
    
    14,020Current installments of long-term debt and capital lease obligations
    
    
    5,184
    
    
    
    4,594Total current liabilities
    
    
    527,297
    
    
    
    517,647Deferred income taxes
    
    
    
    
    
    
    13,835Long-term debt and capital lease obligations, excluding current installments
    
    
    723,973
    
    
    
    729,748Interest rate swap liability
    
    
    2,185
    
    
    
    1,435Deferred compensation and other noncurrent liabilities
    
    
    289,718
    
    
    
    259,928Total liabilities
    
    
    1,543,173
    
    
    
    1,522,593Stockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, 50.2 and 50.0 million shares issued and outstanding
as of May 5, 2007 and February 3, 2007, respectively
    
    
    502
    
    
    
    500Paid-in capital
    
    
    507,650
    
    
    
    507,127Retained earnings
    
    
    890,967
    
    
    
    901,378Accumulated other comprehensive loss
    
    
    (81,520
    )
    
    
    (82,983
    )Total stockholders equity
    
    
    1,317,599
    
    
    
    1,326,022Total liabilities and stockholders equity
    
    $
    2,860,772
    
    
    $
    2,848,615
  5




---



##### 



BELK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(unaudited)
(dollars in thousands)
 AccumulatedOtherCommon
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveStock
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at February 3, 2007
    
    $
    500
    
    
    $
    507,127
    
    
    $
    901,378
    
    
    $
    (82,983
    )
    
    $
    1,326,022Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    9,501
    
    
    
    
    
    
    
    9,501Unrealized loss on investments,
net of $22 income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37
    )
    
    
    (37
    )Unrealized loss on interest rate swaps,
net of $299 income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (503
    )
    
    
    (503
    )Defined benefit expense, net of
$1,189 income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,003
    
    
    
    2,003Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,964Adoption of FIN 48 adjustment
    
    
    
    
    
    
    
    
    
    
    185
    
    
    
    
    
    
    
    185Cash dividends
    
    
    
    
    
    
    
    
    
    
    (20,097
    )
    
    
    
    
    
    
    (20,097
    )Issuance of stock-based compensation
    
    
    
    
    
    
    (1,296
    )
    
    
    
    
    
    
    
    
    
    
    (1,296
    )Stock-based compensation expense
    
    
    
    
    
    
    1,819
    
    
    
    
    
    
    
    
    
    
    
    1,819Common stock issued
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Repurchase and retirement of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at May 5, 2007
    
    $
    502
    
    
    $
    507,650
    
    
    $
    890,967
    
    
    $
    (81,520
    )
    
    $
    1,317,599
  6




---



##### 



BELK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
 Three Months EndedMay 5,
    
    
    April 29,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    9,501
    
    
    $
    19,471Adjustments to reconcile net income to net cash provided by operating activities:Asset impairment and store closing costs
    
    
    8,617
    
    
    
    1,767Deferred income taxes
    
    
    1,426
    
    
    
    641Depreciation and amortization expense
    
    
    40,666
    
    
    
    31,465Stock-based compensation expense
    
    
    1,819
    
    
    
    2,101(Gain) loss on sale of property and equipment
    
    
    (198
    )
    
    
    75Amortization of deferred gain on sale and leaseback
    
    
    (524
    )
    
    
    (524
    )Gain on sale of investments
    
    
    
    
    
    
    (1,678
    )(Increase) decrease in:Accounts receivable, net
    
    
    12,673
    
    
    
    2,737Merchandise inventory
    
    
    (84,147
    )
    
    
    (81,336
    )Prepaid expenses and other assets
    
    
    (12,121
    )
    
    
    (4,026
    )Increase (decrease) in:Accounts payable and accrued liabilities
    
    
    27,165
    
    
    
    32,762Accrued income taxes
    
    
    (22,686
    )
    
    
    (32,366
    )Deferred compensation and other liabilities
    
    
    13,283
    
    
    
    1,426Net cash used by operating activities
    
    
    (4,526
    )
    
    
    (27,485
    )Cash flows from investing activities:Proceeds from sales of investments
    
    
    
    
    
    
    2,225Purchases of property and equipment
    
    
    (51,887
    )
    
    
    (61,068
    )Proceeds from sales of property and equipment
    
    
    42,532
    
    
    
    3,737Net cash used by investing activities
    
    
    (9,355
    )
    
    
    (55,106
    )Cash flows from financing activities:Proceeds from issuance of long-term debt
    
    
    355
    
    
    
    4,098Principal payments on long-term debt and capital lease obligations
    
    
    (1,028
    )
    
    
    (2,121
    )Stock compensation tax benefit
    
    
    2,382
    
    
    
    1,102Dividends paid
    
    
    (20,097
    )
    
    
    (18,202
    )Net cash used by financing activities
    
    
    (18,388
    )
    
    
    (15,123
    )Net decrease in cash and cash equivalents
    
    
    (32,269
    )
    
    
    (97,714
    )Cash and cash equivalents at beginning of period
    
    
    171,239
    
    
    
    308,817Cash and cash equivalents at end of period
    
    $
    138,970
    
    
    $
    211,103Supplemental schedule of noncash investing and financing activities:Increase in property and equipment through accrued purchases
    
    $
    17,118
    
    
    $
    31,389Decrease in property and equipment through adjustment of Parisian goodwill
    
    
    5,674
    
    
    
    Decrease in property and equipment through adjustment of Parisian capital lease
obligation
    
    
    4,315
    
    
    
    
  7




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Basis of Presentation
   Revenues
  Three Months EndedMay 5,
    
    
    April 29,Merchandise Area
    
    2007
    
    
    2006Womens
    
    
    40
    %
    
    
    40
    %Cosmetics, Shoes and Accessories
    
    
    30
    
    
    
    29Mens
    
    
    15
    
    
    
    15Home
    
    
    8
    
    
    
    10Childrens
    
    
    7
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
 (2) Implementation of New Accounting Standards
    8




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 (3) Comprehensive Income
  Three Months EndedMay 5,
    
    
    April 29,2007
    
    
    2006(dollars in thousands)Net income
    
    $
    9,501
    
    
    $
    19,471Other comprehensive income (loss):Unrealized (loss) gain on investments, net of $22 income tax benefit
and $217 income tax expense for the
three months ended May 5, 2007 and
April 29, 2006, respectively.
    
    
    (37
    )
    
    
    364Net change in fair value of interest rate swaps, net of $319 income tax
benefit and $569 income tax expense
for the three months ended May 5,
2007 and April 29, 2006,
respectively.
    
    
    (537
    )
    
    
    959Interest rate swap losses reclassified into interest expense from
other comprehensive income, net of
$20 income tax expense for the
three months ended May 5, 2007 and
April 29, 2006.
    
    
    34
    
    
    
    35Defined benefit expense, net of $1,189 and $1,231 income tax expense
for the three months ended May 5,
2007 and April 29, 2006,
respectively.
    
    
    2,003
    
    
    
    2,074Other comprehensive income
    
    
    1,463
    
    
    
    3,432Total comprehensive income
    
    $
    10,964
    
    
    $
    22,903
 (4) Accumulated Other Comprehensive Loss
  May 5,
    
    
    February 3,2007
    
    
    2007(dollars in thousands)Unrealized gains on investments, net of $1,041 and $1,063
income tax expense as of May 5, 2007 and
February 3, 2007, respectively.
    
    $
    1,754
    
    
    $
    1,792Unrealized loss on interest rate swaps, net of $424
and $125 income tax benefit as of May 5,
2007 and February 3, 2007, respectively.
    
    
    (674
    )
    
    
    (171
    )Defined benefit plans, net of $49,034 and $50,223
income tax benefit as of May 5, 2007 and
February 3, 2007, respectively.
    
    
    (82,600
    )
    
    
    (84,604
    )Accumulated other comprehensive loss
    
    $
    (81,520
    )
    
    $
    (82,983
    )
 (5) Parisian Acquisition
  9




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
   dollars in thousandsAccounts receivable, net
    
    $
    1,176Inventory
    
    
    207,012Other current assets
    
    
    4,626Property, plant and equipment
    
    
    188,617Goodwill
    
    
    63,315Deferred income taxes
    
    
    27,427Other assets
    
    
    6,545Total assets acquired
    
    
    498,718Current liabilities
    
    
    156,100Long-term liabilities
    
    
    27,914Total liabilities assumed
    
    
    184,014Net assets acquired
    
    $
    314,704
  (6) Income Taxes
     10




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
   (7) Asset Impairment and Store Closing Costs
  (8) Sale of Property
 Accounting for Sales of Real Estate
  (9) Pension and Postretirement Benefits
   Three Months EndedPension Plan
    
    
    Old SERP Plan
    
    
    Postretirement PlanMay 5,
    
    
    April 29,
    
    
    May 5,
    
    
    April 29,
    
    
    May 5,
    
    
    April 29,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006(dollars in thousands)Service cost
    
    $
    877
    
    
    $
    896
    
    
    $
    46
    
    
    $
    33
    
    
    $
    42
    
    
    $
    40Interest cost
    
    
    5,783
    
    
    
    5,386
    
    
    
    177
    
    
    
    164
    
    
    
    418
    
    
    
    400Expected return on plan assets
    
    
    (5,798
    )
    
    
    (5,981
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of transition
obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    65Amortization of prior service cost
    
    
    124
    
    
    
    144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of the net (gain) loss
    
    
    2,927
    
    
    
    3,004
    
    
    
    49
    
    
    
    10
    
    
    
    41
    
    
    
    (18
    )Net periodic benefit expense
    
    $
    3,913
    
    
    $
    3,449
    
    
    $
    272
    
    
    $
    207
    
    
    $
    566
    
    
    $
    487
  (10) Earnings per Share
  11




---



##### 



BELK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  (11) Subsequent Event
  12




---



##### 



Item 2.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
 Overview
        Parisian Acquisition
   13




---



##### 



Migerobe, Inc. Acquisition
  Results of Operations
  Three Months EndedMay 5,
    
    
    April 29,2007
    
    
    2006SELECTED FINANCIAL DATARevenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold (including occupancy and buying expenses)
    
    
    67.7
    
    
    
    67.1Selling, general and administrative expenses
    
    
    28.1
    
    
    
    27.6Asset impairment and store closing costs
    
    
    1.0
    
    
    
    0.2Operating income
    
    
    3.3
    
    
    
    5.1Interest expense, net
    
    
    1.6
    
    
    
    1.3Income before income taxes
    
    
    1.7
    
    
    
    4.0Income tax expense
    
    
    0.6
    
    
    
    1.4Net income
    
    
    1.1
    
    
    
    2.6Comparable store net revenue increase
    
    
    2.7
    
    
    
    3.4
 Revenues
  Three Months EndedMay 5,
    
    
    April 29,Merchandise Area
    
    2007
    
    
    2006Womens
    
    
    40
    %
    
    
    40
    %Cosmetics, Shoes and Accessories
    
    
    30
    
    
    
    29Mens
    
    
    15
    
    
    
    15Home
    
    
    8
    
    
    
    10Childrens
    
    
    7
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
 Comparison of the Three Months Ended May 5, 2007 and April 29, 2006
 Revenues.
 14




---



##### 



Cost of goods sold.
 Selling, general and administrative expenses
 
    
    The Companys integration of the acquired fine jewelry business has resulted in an
incremental increase in SG&A expenses as a percentage of revenues of 0.23%.
    
    Acquisition-related expenses increased as a percentage of revenues by 1.07%, or $9.8
million, due to the fiscal year 2007 Parisian Acquisition integration.
    
    Employee benefits decreased as a percentage of revenues by 0.26%, or $2.5 million,
primarily driven by favorable medical trust claims and asset returns experienced in the
first quarter of fiscal year 2008 as compared to the first quarter of fiscal year 2007.
    
    Net advertising expense decreased as a percentage of revenues by 0.34%, or $2.8 million,
primarily due to approximately $3.0 million, net expense, spent on the Proffitts and
McRaes grand re-opening in the first quarter of fiscal year 2007.
    
    Net credit income increased as a percentage of revenues by 0.13%, or $3.7 million, due
to a 31.2% overall increase in Belk charge card sales volume, driven by the Parisian
Acquisition along with 2.5% increased credit penetration in existing Belk stores.
 Asset Impairment and Store Closing Costs.
  Interest Expense, net.
 Gain on sale of investments.
 Seasonality and Quarterly Fluctuations
  Liquidity and Capital Resources
  15




---



##### 



16




---



##### 



Contractual Obligations and Commercial Commitments
  
 Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
Controls and Procedures
   17




---



##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 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/A, 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/A, 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).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.
 18




---



##### 



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.
 19




---



##### 



SIGNATURES
  BELK, INC.Dated: June 14, 2007
    
    By:
    
    /s/ Ralph A. PittsRalph A. Pitts
Executive Vice President, General Counsel and
Corporate Secretary
(Authorized Officer of the Registrant)By:
    
    /s/ Brian T. MarleyBrian T. Marley
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 20