##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 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 March 31, 2010
 Commission File Number 1-9965
 KEITHLEY INSTRUMENTS, INC.
  Ohio
    
    34-0794417(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 28775 Aurora Road, Solon, Ohio 44139
 Registrants telephone number, including area code: (440) 248-0400
 YES þ NO o
 YES o NO o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 YES o NO þ




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##### Table of Contents



Forward-Looking Statements
     1




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSITEM 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 3. Quantitative and Qualitative Disclosure About Market RiskITEM 4. Controls and ProceduresPART II. OTHER INFORMATIONITEM 1. Legal ProceedingsITEM 1A. Risk FactorsITEM 2. Unregistered Sales of Equity Securities and Use of ProceedsITEM 6 ExhibitsSIGNATURESExhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 
 PART I. FINANCIAL INFORMATION
 
 
 ITEM 1 Financial Statements.
  
 
   March 31,
    
    
    September 30,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    38,024
    
    
    $
    24,114Restricted cash
    
    
    534
    
    
    
    569Short-term investments
    
    
    1,260
    
    
    
    759Refundable income taxes
    
    
    140
    
    
    
    466Accounts receivable and other, net
    
    
    14,027
    
    
    
    11,738Inventories:Raw materials
    
    
    4,875
    
    
    
    5,760Work in process
    
    
    965
    
    
    
    613Finished products
    
    
    2,500
    
    
    
    3,564Total inventories
    
    
    8,340
    
    
    
    9,937Deferred income taxes
    
    
    250
    
    
    
    303Assets held for sale
    
    
    1,715
    
    
    
    Prepaid expenses
    
    
    1,785
    
    
    
    1,753Total current assets
    
    
    66,075
    
    
    
    49,639Property, plant and equipment, at cost
    
    
    40,393
    
    
    
    54,081Less-Accumulated depreciation
    
    
    34,161
    
    
    
    42,981Property, plant and equipment, net
    
    
    6,232
    
    
    
    11,100Deferred income taxes
    
    
    673
    
    
    
    748Intangible assets
    
    
    
    
    
    
    910Other assets
    
    
    10,309
    
    
    
    10,705Total assets
    
    $
    83,289
    
    
    $
    73,102Liabilities and Shareholders EquityCurrent liabilities:Short term debt
    
    $
    114
    
    
    $
    Accounts payable
    
    
    4,876
    
    
    
    4,916Accrued payroll and related expenses
    
    
    5,674
    
    
    
    5,648Other accrued expenses
    
    
    4,495
    
    
    
    5,424Income taxes payable
    
    
    1,894
    
    
    
    1,122Total current liabilities
    
    
    17,053
    
    
    
    17,110Long-term deferred compensation
    
    
    2,129
    
    
    
    2,111Long-term income taxes payable
    
    
    3,039
    
    
    
    2,852Other long-term liabilities
    
    
    14,279
    
    
    
    14,419Shareholders equity:Common Shares, stated value $.0125:Authorized  80,000,000; issued and outstanding 
14,997,582 at March 31, 2010 and
14,950,093 at September 30, 2009
    
    
    187
    
    
    
    187Class B Common Shares, stated value $.0125:Authorized  9,000,000; issued and outstanding 
2,150,502 at March 31, 2010 and September 30, 2009
    
    
    27
    
    
    
    27Capital in excess of stated value
    
    
    39,829
    
    
    
    39,121Retained earnings
    
    
    38,434
    
    
    
    28,629Accumulated other comprehensive loss
    
    
    (16,163
    )
    
    
    (15,900
    )Common shares held in treasury, at cost
    
    
    (15,525
    )
    
    
    (15,454
    )Total shareholders equity
    
    
    46,789
    
    
    
    36,610Total liabilities and shareholders equity
    
    $
    83,289
    
    
    $
    73,102
   2




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For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    29,846
    
    
    $
    23,961
    
    
    $
    58,243
    
    
    $
    55,031Cost of goods sold
    
    
    10,200
    
    
    
    10,409
    
    
    
    20,716
    
    
    
    23,704Inventory write-off and accelerated depreciation
for exit of product line
    
    
    
    
    
    
    2,540
    
    
    
    
    
    
    
    2,540Gross profit
    
    
    19,646
    
    
    
    11,012
    
    
    
    37,527
    
    
    
    28,787Selling, general and administrative expenses
    
    
    11,945
    
    
    
    12,259
    
    
    
    23,213
    
    
    
    26,274Product development expenses
    
    
    2,804
    
    
    
    4,633
    
    
    
    5,934
    
    
    
    10,686Gain on sale of product line
    
    
    407
    
    
    
    
    
    
    
    (3,086
    )
    
    
    Restructuring and other charges
    
    
    (104
    )
    
    
    4,205
    
    
    
    (134
    )
    
    
    4,202Operating income (loss)
    
    
    4,594
    
    
    
    (10,085
    )
    
    
    11,600
    
    
    
    (12,375
    )Investment income
    
    
    19
    
    
    
    57
    
    
    
    44
    
    
    
    232Interest expense
    
    
    (6
    )
    
    
    (8
    )
    
    
    (8
    )
    
    
    (28
    )Income (loss) before income taxes
    
    
    4,607
    
    
    
    (10,036
    )
    
    
    11,636
    
    
    
    (12,171
    )Income tax provision
    
    
    475
    
    
    
    243
    
    
    
    1,447
    
    
    
    30,467Net income (loss)
    
    $
    4,132
    
    
    $
    (10,279
    )
    
    $
    10,189
    
    
    $
    (42,638
    )Basic earnings (loss) per share
    
    $
    0.26
    
    
    $
    (0.66
    )
    
    $
    0.65
    
    
    $
    (2.73
    )Diluted earnings (loss) per share
    
    $
    0.26
    
    
    $
    (0.66
    )
    
    $
    0.64
    
    
    $
    (2.73
    )Cash dividends per Common Share
    
    $
    .0125
    
    
    $
    .0375
    
    
    $
    .025
    
    
    $
    .075Cash dividends per Class B
Common Share
    
    $
    .010
    
    
    $
    .030
    
    
    $
    .020
    
    
    $
    .060
   3




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For the Six MonthsEnded March 31,2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    10,189
    
    
    $
    (42,638
    )Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:Gain on sale of product line
    
    
    (3,086
    )
    
    
    Depreciation and amortization
    
    
    1,297
    
    
    
    1,826Non-cash stock compensation
    
    
    650
    
    
    
    (536
    )Non-cash restructuring charges and inventory write-down
    
    
    
    
    
    
    4,498Loss on the disposition/impairment of assets
    
    
    173
    
    
    
    64Deferred income taxes
    
    
    38
    
    
    
    30,018Other items not affecting outlay of cash
    
    
    94
    
    
    
    25Changes in working capital
    
    
    (4,103
    )
    
    
    3,038Other operating activities
    
    
    882
    
    
    
    741Net cash provided by (used in) operating activities
    
    
    6,134
    
    
    
    (2,964
    )Cash flows from investing activities:Capital expenditures
    
    
    (212
    )
    
    
    (1,480
    )Increase (decrease) in Restricted cash
    
    
    35
    
    
    
    (1,055
    )Proceeds from sale of product line
    
    
    9,000
    
    
    
    Net purchases of short-term investments
    
    
    (501
    )
    
    
    (1,041
    )Proceeds from maturities and sales of investments
    
    
    
    
    
    
    12,500Net cash provided by investing activities
    
    
    8,322
    
    
    
    8,924Cash flows from financing activities:Net borrowings of short-term debt
    
    
    116
    
    
    
    567Cash dividends
    
    
    (383
    )
    
    
    (1,139
    )Repurchase of Common Shares
    
    
    (12
    )
    
    
    (787
    )Net cash used in financing activities
    
    
    (279
    )
    
    
    (1,359
    )Effect of exchange rate changes on cash
    
    
    (267
    )
    
    
    (122
    )Increase in cash and cash equivalents
    
    
    13,910
    
    
    
    4,479Cash and cash equivalents at beginning of period
    
    
    24,114
    
    
    
    22,073Cash and cash equivalents at end of period
    
    $
    38,024
    
    
    $
    26,552
   4




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands of dollars, except for share data)
 Nature of Operations
  Summary of Significant Accounting Policies
 Basis of Presentation
    Recent Accounting Pronouncements
 Recently Adopted Accounting Guidance
   5




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Accounting Guidance Not Yet Adopted
   Earnings Per Share
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    4,132
    
    
    $
    (10,279
    )
    
    $
    10,189
    
    
    $
    (42,638
    )Weighted averages shares outstanding
    
    
    15,758,855
    
    
    
    15,616,471
    
    
    
    15,745,173
    
    
    
    15,613,214Dilutive effect of stock awards
    
    
    298,768
    
    
    
    
    
    
    
    218,556
    
    
    
    Weighted average shares used for
dilutive earnings per share
    
    
    16,057,623
    
    
    
    15,616,471
    
    
    
    15,963,729
    
    
    
    15,613,214Basic earnings (loss) per share
    
    $
    0.26
    
    
    $
    (0.66
    )
    
    $
    0.65
    
    
    $
    (2.73
    )Diluted earnings (loss) per share
    
    $
    0.26
    
    
    $
    (0.66
    )
    
    $
    0.64
    
    
    $
    (2.73
    )
  Comprehensive Income
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss)
    
    $
    4,132
    
    
    $
    (10,279
    )
    
    $
    10,189
    
    
    $
    (42,638
    )Unrealized (losses) gains on value of
derivative contracts
    
    
    (48
    )
    
    
    261
    
    
    
    156
    
    
    
    (111
    )Net unrealized investment gains, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    442Pension liability adjustment
    
    
    
    
    
    
    (17,730
    )
    
    
    
    
    
    
    (17,730
    )Foreign currency translation adjustments
    
    
    (241
    )
    
    
    (560
    )
    
    
    (419
    )
    
    
    (201
    )Comprehensive income (loss)
    
    $
    3,843
    
    
    $
    (28,308
    )
    
    $
    9,926
    
    
    $
    (60,238
    )
  6




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Fair Value Measurements
  Level 1
    
    
    Level 2
    
    
    TotalAssetsCash and
cash equivalents (1)
    
    $
    36,761
    
    
    $
    1,263
    
    
    $
    38,024Restricted cash
    
    
    534
    
    
    
    
    
    
    
    534Certificates of deposit (2)
    
    
    
    
    
    
    1,260
    
    
    
    1,260Foreign currency forward contracts (3)
    
    
    
    
    
    
    135
    
    
    
    135$
    37,295
    
    
    $
    2,658
    
    
    $
    39,953
  Level 1
    
    
    Level 2
    
    
    TotalAssetsCash and
cash equivalents (1)
    
    $
    22,444
    
    
    $
    1,670
    
    
    $
    24,114Restricted cash
    
    
    569
    
    
    
    
    
    
    
    569Certificates of deposit (2)
    
    
    
    
    
    
    759
    
    
    
    759$
    23,013
    
    
    $
    2,429
    
    
    $
    25,442LiabilitiesForeign currency forward contracts (3)
    
    $
    
    
    
    $
    170
    
    
    $
    170
 (1)
    
    Consists of cash, money market funds and certificates of deposit having
maturities of less than 90 days.(2)
    
    Included in Short term investments in the unaudited condensed consolidated
balance sheets.(3)
    
    Included in Prepaid expenses or Other accrued expenses in the unaudited
condensed consolidated balance sheets, with related unrecognized gains and losses
being recorded in Accumulated other comprehensive losses until realized, at which
time they are recorded in Cost of goods sold in the condensed consolidated statement
of operations.  Guarantors Disclosure Requirements
 Guarantee of lease
   7




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Product Warranties
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Beginning balance
    
    $
    483
    
    
    $
    632
    
    
    $
    466
    
    
    $
    701Accruals for warranties issued during the period
    
    
    276
    
    
    
    208
    
    
    
    528
    
    
    
    487Accruals related to pre-existing warranties
(including changes in estimates and
expiring warranties)
    
    
    (31
    )
    
    
    (35
    )
    
    
    (79
    )
    
    
    (61
    )Settlements made (in cash or in kind)
during the period
    
    
    (195
    )
    
    
    (299
    )
    
    
    (382
    )
    
    
    (621
    )Ending balance
    
    $
    533
    
    
    $
    506
    
    
    $
    533
    
    
    $
    506
 Repurchase of Common Shares
      8




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Investments
   Financing Arrangements
  Derivatives and Hedging Activities
   9




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March 31, 2010
    
    
    September 30, 2009Assets:Contract value
    
    $
    4,642
    
    
    $
    371Fair value
    
    
    4,506
    
    
    
    360Total asset
    
    
    136
    
    
    
    11Liabilities:Contract value
    
    
    90
    
    
    
    4,350Fair value
    
    
    91
    
    
    
    4,531Total liability
    
    
    (1
    )
    
    
    (181
    )Net asset (liability)
    
    $
    135
    
    
    $
    (170
    )
    For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,Financial Statement Line Item
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Cost of goods sold
    
    $
    (125
    )
    
    $
    85
    
    
    $
    14
    
    
    $
    (75
    )
  Pension Benefits
   10




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United States Plan
    
    
    German PlanFor the Three Months
    
    
    For the Three MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Service costs-benefits earned during the period
    
    $
    368
    
    
    $
    382
    
    
    $
    31
    
    
    $
    44Interest cost on projected benefit obligation
    
    
    653
    
    
    
    636
    
    
    
    113
    
    
    
    106Expected return on plan assets
    
    
    (925
    )
    
    
    (951
    )
    
    
    (19
    )
    
    
    (18
    )Amortization of net loss (gain)
    
    
    99
    
    
    
    8
    
    
    
    (4
    )
    
    
    Amortization of prior service cost
    
    
    8
    
    
    
    17
    
    
    
    1
    
    
    
    1Curtailment expense
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    203
    
    
    $
    120
    
    
    $
    122
    
    
    $
    133
 United States Plan
    
    
    German PlanFor the Six Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Service costs-benefits earned during the period
    
    $
    736
    
    
    $
    771
    
    
    $
    65
    
    
    $
    88Interest cost on projected benefit obligation
    
    
    1,306
    
    
    
    1,265
    
    
    
    234
    
    
    
    212Expected return on plan assets
    
    
    (1,850
    )
    
    
    (1,912
    )
    
    
    (40
    )
    
    
    (35
    )Amortization of net loss (gain)
    
    
    198
    
    
    
    8
    
    
    
    (8
    )
    
    
    Amortization of prior service cost
    
    
    16
    
    
    
    40
    
    
    
    3
    
    
    
    2Curtailment expense
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    406
    
    
    $
    200
    
    
    $
    254
    
    
    $
    267
  Stock-based Compensation
   11




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Compensation costs recorded
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Cost of goods sold
    
    $
    37
    
    
    $
    (14
    )
    
    $
    35
    
    
    $
    (89
    )Selling, general and administrative expenses
    
    
    389
    
    
    
    (11
    )
    
    
    565
    
    
    
    (259
    )Product development expenses
    
    
    65
    
    
    
    (40
    )
    
    
    49
    
    
    
    (188
    )Stock-based compensation expense, net of tax
    
    $
    491
    
    
    $
    (65
    )
    
    $
    649
    
    
    $
    (536
    )
   Stock option activity
   First Half
    
    
    First HalfFiscal Year 2010
    
    
    Fiscal Year 2009Expected life (years)
    
    
    4.75
    
    
    
    4.75Risk-free interest rate
    
    
    2.12
    %
    
    
    1.90
    %Volatility
    
    
    63
    %
    
    
    49
    %Dividend yield
    
    
    1.20
    %
    
    
    2.50
    %
 Performance award unitsFiscal 2010 Grant
  Risk-free interest rate
    
    
    1.25
    %Volatility
    
    
    78
    %Dividend yield
    
    
    1.20
    %
   12




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Performance award unitsGrants prior to Fiscal 2010
     Restricted award units
  Directors equity plans
    13




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Income Taxes
       Gain on Sale of RF Product Line
    14




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Severance and Other Restructuring Charges
    Restructuring and other charges:Severance and related benefits
    
    $
    1,052Sales demonstration inventory write-off
    
    
    1,579Write-down of fixed assets
    
    
    341Pension plan curtailment charge
    
    
    28Lease termination charge
    
    
    103,010Inventory write-off and accelerated depreciation for
exit of product line (included in Cost of goods sold)
    
    
    2,540$
    5,550
    BalanceSeptember 30, 2009
    
    $
    2,000Severance charges associated with sale of RF product line
    
    
    669Cash payments made during the period
    
    
    (2,244
    )Adjustments to previously-recorded expense
    
    
    (134
    )BalanceMarch 31, 2010
    
    $
    291
  15




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Geographic Segment Information
  For the Three Months
    
    
    For the Six MonthsEnded March 31,
    
    
    Ended March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales:United States
    
    $
    7,399
    
    
    $
    6,565
    
    
    $
    15,532
    
    
    $
    13,755Other Americas
    
    
    598
    
    
    
    509
    
    
    
    1,225
    
    
    
    966Germany
    
    
    2,823
    
    
    
    2,517
    
    
    
    6,179
    
    
    
    7,394Other Europe
    
    
    5,110
    
    
    
    5,143
    
    
    
    10,621
    
    
    
    12,051Japan
    
    
    6,349
    
    
    
    4,576
    
    
    
    9,269
    
    
    
    8,580China
    
    
    3,788
    
    
    
    2,488
    
    
    
    7,446
    
    
    
    5,390Other Asia
    
    
    3,779
    
    
    
    2,163
    
    
    
    7,971
    
    
    
    6,895$
    29,846
    
    
    $
    23,961
    
    
    $
    58,243
    
    
    $
    55,031
 At March 31,
    
    
    At September 30,2010
    
    
    2009Long-lived assets:United States
    
    $
    5,084
    
    
    $
    9,751Other
    
    
    1,148
    
    
    
    1,349$
    6,232
    
    
    $
    11,100
 Assets Held for Sale
  Building and improvements
    
    $
    1,296Land
    
    
    401Equipment, furniture and fixtures
    
    
    18BalanceMarch 31, 2010
    
    $
    1,715
 Subsequent Event
   16




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ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Overview
    Critical Accounting Policies and Estimates
   17




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Results of Operations
 Second Quarter Fiscal 2010 Compared with Second Quarter Fiscal 2009
     .
    18




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Six Months Ended March 31, 2010 Compared with Six Months Ended March 31, 2009
      19




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20




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Financial Condition, Liquidity and Capital Resources
 Working Capital
  March 31
    
    
    September 30Current assets:Cash and cash equivalents
    
    $
    38,024
    
    
    $
    24,114Restricted cash
    
    
    534
    
    
    
    569Short-term investments
    
    
    1,260
    
    
    
    759Refundable income taxes
    
    
    140
    
    
    
    466Accounts receivable and other, net
    
    
    14,027
    
    
    
    11,738Total inventories
    
    
    8,340
    
    
    
    9,937Deferred income taxes
    
    
    250
    
    
    
    303Assets held for sale
    
    
    1,715
    
    
    
    Prepaid expenses
    
    
    1,785
    
    
    
    1,753Total current assets
    
    
    66,075
    
    
    
    49,639Current liabilities:Short term debt
    
    
    114
    
    
    
    Accounts payable
    
    
    4,876
    
    
    
    4,916Accrued payroll and related expenses
    
    
    5,674
    
    
    
    5,648Other accrued expenses
    
    
    4,495
    
    
    
    5,424Income taxes payable
    
    
    1,894
    
    
    
    1,122Total current liabilities
    
    
    17,053
    
    
    
    17,110Working capital
    
    $
    49,022
    
    
    $
    32,529
  Sources and Uses of Cash
  2010
    
    
    2009Cash provided by (used in):Operating activities
    
    $
    6,134
    
    
    $
    (2,964
    )Investing activities
    
    
    8,322
    
    
    
    8,924Financing activities
    
    
    (279
    )
    
    
    (1,359
    )
 Operating activities Working Capital
  21




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Investing activities Results of Operations,
 Financing activities
  Recent Accounting Pronouncements
 Recently Adopted Accounting Guidance
  Accounting Guidance Not Yet Adopted
    22




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ITEM 3 Quantitative and Qualitative Disclosure About Market Risk
    
 
 ITEM 4 Controls and Procedures
    23




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PART II OTHER INFORMATION
 
 
 ITEM 1 Legal Proceedings
  
 
 ITEM 1A Risk Factors
  
 
 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
  
 
 ITEM 6 Exhibits
 Exhibits
 ExhibitNumber
    
    Exhibit10.1
    
    
    Seventh Amendment to Credit Agreement, dated March 31, 2010.31.1
    
    
    Certification of Joseph P. Keithley pursuant to Rule 13a-14(a)-15d-14(a).31.2
    
    
    Certification of Mark J. Plush pursuant to Rule 13a-14(a)-15d-14(a).32.1
    +
    
    Certification of Joseph P. Keithley pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.32.2
    +
    
    Certification of Mark J. Plush pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
 +
    
    The certifications furnished pursuant to this item will not be deemed filed for
purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the
liability of that section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.  24




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KEITHLEY INSTRUMENTS, INC.
(Registrant)Date:  May 10, 2010
    /s/ Joseph P. KeithleyJoseph P. KeithleyChairman, President and Chief Executive Officer
(Principal Executive Officer)Date:  May 10, 2010
    /s/ Mark J. PlushMark J. PlushVice President and Chief Financial Officer
(Principal Financial and Accounting Officer)  25