TABLE OF CONTENTS




|                              |                                                                                                |                                            |  |  |  |  |  | 
|----------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. Financial Statements.                                                                 
|                              |                                                                                                | CONSOLIDATED BALANCE SHEET                
|                              |                                                                                                | CONSOLIDATED STATEMENT OF INCOME          
|                              |                                                                                                | CONSOLIDATED STATEMENT OF CASH FLOWS      
|                              |                                                                                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                              | ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|PART II. OTHER INFORMATION   
|                              | Item 1. Legal Proceedings.                                                                    
|                              | Item 4. Submission of Matters to a Vote of Security Holders.                                  
|                              | Item 6. Exhibits and Reports on Form 8-K.                                                     
|SIGNATURES                   
|Exhibit 3(C)                 
|Exhibit 10(L)                
|Exhibit 11                   



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q


(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2001

OR

Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission File Number 1-9965

KEITHLEY INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)

|                                                                    |  |                                                
|------------------------------------------------------------------- |  | -----------------------------------------------
|Ohio
(State or other jurisdiction of
incorporation or organization) |  | 34-0794417
(I.R.S. Employer
Identification No.)

28775 Aurora Road, Solon, Ohio 44139
(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (440) 248-0400

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 _

As of May 8, 2001 the Registrant had outstanding 13,636,158 Common Shares,
without par value, and 2,150,502 Class B Common Shares, without par value.

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PART I. FINANCIAL INFORMATION




ITEM 1. Financial Statements.




KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED BALANCE SHEET
(In Thousands of Dollars)
(Unaudited)

|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |        |        |        | 
|------------------------------------------ | --------------------------------------- | -------------------------- | -------------------- | ------ | --------- | ------- | ------------- | ------ | ------ | ------ | ------- | ------ | ------ | ------ | 
|                                           |                                         |                            |                      |        | March 31, |         | September 30,
|                                           |                                         |                            |                      |        | 2001      |         | 2000          |        | 2000  
|                                           |                                         |                            |                      |        |           |         |               |        |       
|Assets                                    
|                                          
|                                          
|                                          
|                                          
|Current assets:                           
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents               |                            | $                    | 33,248 |           |         | $             | 14,246 |        |        | $       | 21,408 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable and other, net      |                            |                      | 29,976 |           |         |               | 22,556 |        |        |         | 30,621 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories:                           
|                                          
|                                          
|                                          
|                                          
|                                           |                                         | Raw materials              |                      |        | 13,569    |         |               |        | 7,971  |        |         |        | 11,376 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                         | Work in process            |                      |        | 4,898     |         |               |        | 6,399  |        |         |        | 5,685  |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                         | Finished products          |                      |        | 2,987     |         |               |        | 2,525  |        |         |        | 3,083  |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|                                           |                                         |                            | Total inventories    |        |           | 21,454  |               |        |        | 16,895 |         |        |        | 20,144 | 
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                   |                            |                      | 17,209 |           |         |               | 2,943  |        |        |         | 13,935 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses                        |                            |                      | 1,029  |           |         |               | 591    |        |        |         | 506    |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|                                           |                                         |                            | Total current assets |        |           | 102,916 |               |        |        | 57,231 |         |        |        | 86,614 | 
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Property, plant and equipment, at cost     |                                         |                            | 41,457               |        |           |         | 39,494        |        |        |        | 39,809  |       
|                                          
|                                          
|                                          
|                                          
|Less-Accumulated depreciation              |                                         |                            | 27,722               |        |           |         | 26,487        |        |        |        | 26,590  |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Total property, plant and equipment, net   |                                         |                            | 13,735               |        |           |         | 13,007        |        |        |        | 13,219  |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Deferred income taxes                      |                                         |                            | 5,485                |        |           |         | 6,719         |        |        |        | 5,987   |       
|                                          
|                                          
|                                          
|                                          
|Other assets                               |                                         |                            | 7,901                |        |           |         | 6,679         |        |        |        | 6,518   |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Total assets                               |                                         | $                          | 130,037              |        |           | $       | 83,636        |        |        | $      | 112,338 |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Liabilities and Shareholders Equity      
|                                          
|                                          
|                                          
|                                          
|Current liabilities:                      
|                                          
|                                          
|                                          
|                                          
|                                           | Short-term debt                         |                            | $                    |       |           |         | $             | 147    |        |        | $       | 225    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                        |                            |                      | 10,143 |           |         |               | 9,560  |        |        |         | 9,321  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued payroll and related expenses    |                            |                      | 5,854  |           |         |               | 5,822  |        |        |         | 9,041  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Other accrued expenses                  |                            |                      | 7,085  |           |         |               | 6,656  |        |        |         | 6,152  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Income taxes payable                    |                            |                      | 6,228  |           |         |               | 3,375  |        |        |         | 4,096  |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|                                           |                                         | Total current liabilities  |                      |        | 29,310    |         |               |        | 25,560 |        |         |        | 28,835 |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Long-term debt                             |                                         |                            | 3,000                |        |           |         | 3,000         |        |        |        | 3,000   |       
|                                          
|                                          
|                                          
|                                          
|Other long-term liabilities                |                                         |                            | 5,162                |        |           |         | 4,874         |        |        |        | 4,723   |       
|                                          
|                                          
|                                          
|                                          
|Deferred income taxes                      |                                         |                            | 7                    |        |           |         | 67            |        |        |        | 7       |       
|                                          
|                                          
|                                          
|                                          
|Shareholders equity:                     
|                                          
|                                          
|                                          
|                                          
|                                           | Paid-in-capital                         |                            |                      | 22,834 |           |         |               | 8,517  |        |        |         | 17,359 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Earnings reinvested in the business     |                            |                      | 73,226 |           |         |               | 50,316 |        |        |         | 62,211 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive income  |                            |                      | (960   | )         |         |               | (425   | )      |        |         | (819   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Unamortized portion of restricted stock |                            |                      | (174   | )         |         |               | (217   | )      |        |         | (196   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Common shares held in treasury, at cost |                            |                      | (2,368 | )         |         |               | (8,056 | )      |        |         | (2,782 | )     
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|                                           |                                         | Total shareholders equity |                      |        | 92,558    |         |               |        | 50,135 |        |         |        | 75,773 |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       
|Total liabilities and shareholders equity |                                         | $                          | 130,037              |        |           | $       | 83,636        |        |        | $      | 112,338 |       
|                                           |                                         |                            |                      |        |           |         |               |        |        |        |         |       

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KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED STATEMENT OF INCOME
(In Thousands of Dollars Except for Per Share Data)
(Unaudited)

|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |       | 
|-------------------------------------------- | ------------ | - | -------------------- | ---- | ------------------ | - | ------ | ---- | ---- | - | ------ | ---- |  | - | ------ | ----- | 
|                                             |              |   | For the Three Months |      | For the Six Months
|                                             |              |   | Ended March 31,      |      | Ended March 31,   
|                                             |              |   | 2001                 |      | 2000               |   | 2001   |      | 2000
|                                             |              |   |                      |      |                    |   |        |      |     
|Net sales                                    |              | $ | 43,168               |      |                    | $ | 37,271 |      |      | $ | 87,676 |      |  | $ | 67,031 |      
|                                            
|                                            
|                                            
|                                            
|Cost of goods sold                           |              |   | 16,826               |      |                    |   | 14,460 |      |      |   | 33,360 |      |  |   | 26,220 |      
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |              |   | 14,630               |      |                    |   | 12,411 |      |      |   | 28,064 |      |  |   | 22,750 |      
|                                            
|                                            
|                                            
|                                            
|Product development expenses                 |              |   | 4,082                |      |                    |   | 2,923  |      |      |   | 7,965  |      |  |   | 5,751  |      
|                                            
|                                            
|                                            
|                                            
|Gain on sale of business                     |              |   |                     |      |                    |   |       |      |      |   |       |      |  |   | (477   | )    
|                                            
|                                            
|                                            
|                                            
|Net financing income                         |              |   | (334                 | )    |                    |   | (47    | )    |      |   | (631   | )    |  |   | (137   | )    
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      
|Income before income taxes                   |              |   | 7,964                |      |                    |   | 7,524  |      |      |   | 18,918 |      |  |   | 12,924 |      
|                                            
|                                            
|                                            
|                                            
|Income taxes                                 |              |   | 2,852                |      |                    |   | 2,698  |      |      |   | 6,905  |      |  |   | 4,588  |      
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      
|Net income                                   |              | $ | 5,112                |      |                    | $ | 4,826  |      |      | $ | 12,013 |      |  | $ | 8,336  |      
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      
|Basic earnings per share                     |              | $ | 0.32                 |      |                    | $ | 0.33   |      |      | $ | 0.77   |      |  | $ | 0.58   |      
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      
|Diluted earnings per share                   |              | $ | 0.31                 |      |                    | $ | 0.30   |      |      | $ | 0.72   |      |  | $ | 0.53   |      
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      
|Cash dividends per Common Share              |              | $ | .0375                |      |                    | $ | .0275  |      |      | $ | .065   |      |  | $ | .048   |      
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      
|Cash dividends per Class B                  
|                                            
|                                            
|                                            
|                                            
|                                             | Common Share |   | $                    | .030 |                    |   | $      | .022 |      |   | $      | .052 |  |   | $      | .0384 | 
|                                             |              |   |                      |      |                    |   |        |      |      |   |        |      |  |   |        |      

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KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)

|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |        |       | 
|------------------------------------------------- | --------------------------------------------------- | ------------ | ------ | -------------------- | ----- | ------------------ | ------ | ------ | ----- | ---- | ------ | ------ | ----- | - | ------ | ------ | ----- | 
|                                                  |                                                     |              |        | For the Three Months |       | For the Six Months
|                                                  |                                                     |              |        | Ended March 31,      |       | Ended March 31,   
|                                                  |                                                     |              |        |                      |       |                   
|                                                  |                                                     |              |        | 2001                 |       | 2000               |        | 2001   |       | 2000
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |     
|Cash flows from operating activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net income                                          |              | $      | 5,112                |       |                    | $      | 4,826  |       |      | $      | 12,013 |       |   | $      | 8,336  |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Expenses not requiring outlay of cash               |              |        | 685                  |       |                    |        | 1,074  |       |      |        | 1,638  |       |   |        | 1,906  |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Gain on sale of business                            |              |        |                     |       |                    |        |       |       |      |        |       |       |   |        | (477   | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Changes in working capital                          |              |        | (758                 | )     |                    |        | (4,852 | )     |      |        | 1,064  |       |   |        | (6,431 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other operating activities                          |              |        | (159                 | )     |                    |        | 930    |       |      |        | (79    | )     |   |        | 1,110  |      
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|                                                  | Net cash provided by operating activities           |              |        | 4,880                |       |                    |        | 1,978  |       |      |        | 14,636 |       |   |        | 4,444  |      
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|Cash flows from investing activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Payments for property, plant, and equipment         |              |        | (1,536               | )     |                    |        | (1,505 | )     |      |        | (2,314 | )     |   |        | (2,051 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other investing activities-net                      |              |        |                     |       |                    |        | (34    | )     |      |        |       |       |   |        | 3      |      
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|                                                  | Net cash used in
investing activities               |              |        | (1,536               | )     |                    |        | (1,539 | )     |      |        | (2,314 | )     |   |        | (2,048 | )    
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|Cash flows from financing activities:            
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net increase (decrease) in short term debt          |              |        |                     |       |                    |        | (364   | )     |      |        | (222   | )     |   |        | 151    |      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash dividends                                      |              |        | (580                 | )     |                    |        | (375   | )     |      |        | (998   | )     |   |        | (642   | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Repurchase of treasury stock                        |              |        | (1,639               | )     |                    |        |       |       |      |        | (1,639 | )     |   |        | (3,013 | )    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Other transactions-net                              |              |        | 1,639                |       |                    |        | 1,587  |       |      |        | 2,343  |       |   |        | 2,189  |      
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|                                                  | Net cash provided by (used in)
financing activities |              |        | (580                 | )     |                    |        | 848    |       |      |        | (516   | )     |   |        | (1,315 | )    
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|Effect of exchange rate changes on cash           |                                                     |              | (261   | )                    |       |                    | (138   | )      |       |      | 34     |        |       |   | (261   | )     
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|Increase in cash and cash equivalents             |                                                     |              | 2,503  |                      |       |                    | 1,149  |        |       |      | 11,840 |        |       |   | 820    |       
|                                                 
|                                                 
|                                                 
|                                                 
|Cash and cash equivalents at beginning of period  |                                                     |              | 30,745 |                      |       |                    | 13,097 |        |       |      | 21,408 |        |       |   | 13,426 |       
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |        |      
|Cash and cash equivalents at end of period        |                                                     | $            | 33,248 |                      |       | $                  | 14,246 |        |       | $    | 33,248 |        |       | $ | 14,246 |       
|                                                  |                                                     |              |        |                      |       |                    |        |        |       |      |        |        |       |   |        |       
|Supplemental disclosures of cash flow information
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash paid during the period for:                   
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                     | Income taxes |        | $                    | 1,757 |                    |        | $      | 1,858 |      |        | $      | 2,997 |   |        | $      | 2,588 | 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                     | Interest     |        |                      | 3     |                    |        |        | 31    |      |        |        | 30    |   |        |        | 38    | 

Disclosure of accounting policy
      For purposes of this statement, the Company considers all highly liquid
investments with maturities of three months or less when purchased to be cash
equivalents.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share data)



|A. |  | Management Representation
The consolidated financial statements at March 31, 2001 and 2000 and for the
three month periods then ended have not been examined by independent
accountants, but in the opinion of the management of Keithley Instruments,
Inc., all adjustments necessary to a fair statement of the consolidated
balance sheet, consolidated statement of income and consolidated statement
of cash flows for those periods have been included. All adjustments
included are of a normal, recurring nature.                                                                                                                                                                                                                                                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|B. |  | Earnings per share denominator
The weighted average number of shares and share equivalents used in
determining basic earnings per share and diluted earnings per share was
15,812,575 and 16,599,484 for the quarter ended March 31, 2001,
respectively, and 14,345,858 and 15,831,216 for the quarter ended March 31,
2000, respectively. The weighted average number of shares and share
equivalents used to determine basic earnings per share and diluted earnings
per share was 15,700,595 and 16,579,581, for the six months ended March 31,
2001, respectively, and 14,292,086 and 15,677,450 for the six months ended
March 31, 2000, respectively. Both Common Shares and Class B Common Shares
are included in calculating the weighted average number of shares
outstanding.
|  
|C. |  | Sale of assets
During the first quarter of fiscal 2000, the Company recorded an additional
adjustment to the gain on previously disposed businesses of $477 pretax, or
$0.02 per share after taxes. At the time of the sales of the businesses,
the Company established liabilities for certain items that were to be
settled at future dates. The additional adjustment represents the
settlement of certain of these issues.                                                                                                                                                                                                                                                                                                                                                         
|  
|D. |  | Stock repurchase programs
On December 11, 2000, the Company announced its Board of Directors had
approved an open market stock repurchase program to replace the existing
program, which expired in December 2000. Under the new program, the Company
may purchase up to 2,000,000 Common Shares, or approximately 13 percent of
the then outstanding shares, over a three-year period. The purpose of the
repurchase program is to offset the dilutive effect of stock option and
stock purchase plans. Common Shares held in treasury may be reissued in
settlement of awards granted and stock purchased under these plans.                                                                                                                                                         
|  
|   |  | During the second quarter of fiscal 2001, the Company repurchased 105,000
Common Shares at an average cost of $15.61 per share including commissions.
During the second quarter of fiscal 2000, the Company did not buyback any
shares. At March 31, 2001, 105,000 Common Shares purchased under the
Companys share repurchase programs remained in treasury at an average cost
of $15.61 per share including commissions. Also, included in the Common
shares held in treasury, at cost caption of the Consolidated Balance Sheets
are shares repurchased to settle non-employee Directors fees deferred
pursuant to the Keithley                                                                                                                                                 

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|   |  | Instruments, Inc. 1996 Outside Directors Deferred
Stock Plan. The total number of shares held in treasury at March 31, 2001
was 223,525.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|E. |  | Accounting for Derivatives and Hedging Activities
The Company adopted Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133)
on October 1, 2000. The transition amount recorded upon adoption of SFAS
133 was not material to the consolidated financial results or financial
position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | In accordance with the provisions of SFAS 133, all of the Companys
derivative instruments are recognized on the balance sheet at their fair
value. To hedge sales, the Company currently utilizes foreign exchange
forward contracts or option contracts to sell foreign currencies to fix the
exchange rates related to near-term sales and effectively fix the Companys
margins. Underlying hedged transactions are recorded at hedged rates,
therefore realized and unrealized gains and losses are recorded when the
operating revenues and expenses are recorded. The Company also currently
utilizes an interest rate swap instrument to mitigate the risk of interest
rate changes. The estimated fair value of the swap instrument is determined
through quotes from the related financial institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | On the date the derivative contract is entered into, the Company designates
its derivative as either a hedge of the fair value of a recognized asset or
liability (fair value hedge), as a hedge of the variability of cash flows
to be received (cash flow hedge), or as a foreign-currency cash flow hedge
(foreign currency hedge). Changes in the fair value of a derivative that
is highly effective as, and that is designated and qualifies as, a fair
value hedge, along with the gain or loss on the hedged asset or liability
that is attributable to the hedged risk are recorded in current-period
earnings. Changes in the fair value of a derivative that is highly
effective and that is designed and qualifies as a cash flow hedge are
recorded in other comprehensive income until earnings are affected by the
transaction in the underlying asset. Changes in the fair value of
derivatives that are highly effective and that qualify as foreign currency
hedges are recorded in either current period income or other comprehensive
income, depending on whether the hedge transaction is a fair value hedge or
a cash flow hedge. At March 31, 2001, all the Companys derivative
instruments were designed as cash flow hedges.
|  
|   |  | The Company documents all relationships between hedging instruments and
hedged items, as well as its risk-management objective and strategy for
undertaking various hedge transactions. The Company also assesses whether
the derivatives that are used in hedging transactions are highly effective
in offsetting changes in cash flows of hedged items. When it is determined
that a derivative is not highly effective as a hedge, the Company
discontinues hedge accounting prospectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

6



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##### Table of Contents





|F. |  | Comprehensive income
On October 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income (SFAS 130), which
establishes rules for reporting comprehensive income and its components.
The adoption of SFAS 130 did not impact the Companys net income or total
shareholders equity. Comprehensive income for the three and six month
periods ended March 31, 2001 and 2000 is as follows:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                   |  |                      |       |                    |  |      |       |      |  |   |        |   |  |   |       |  
|-------------------------------------------------- |  | -------------------- | ----- | ------------------ |  | ---- | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                   |  | For the Three Months |       | For the Six Months
|                                                   |  | Ended March 31,      |       | Ended March 31,   
|                                                   |  |                      |       |                   
|                                                   |  | 2001                 |       | 2000               |  | 2001 |       | 2000
|                                                   |  |                      |       |                    |  |      |       |     
|Net income                                         |  | $                    | 5,112 |                    |  | $    | 4,826 |      |  | $ | 12,013 |   |  | $ | 8,336 |  
|                                                  
|                                                  
|                                                  
|                                                  
|Unrealized gains on value of
derivative securities |  |                      | 226   |                    |  |      |      |      |  |   | 14     |   |  |   |      |  
|                                                  
|                                                  
|                                                  
|                                                  
|Foreign currency translation
adjustments           |  |                      | (614  | )                  |  |      | (250  | )    |  |   | (155   | ) |  |   | (537  | )
|                                                   |  |                      |       |                    |  |      |       |      |  |   |        |   |  |   |       |  
|Comprehensive income                               |  | $                    | 4,724 |                    |  | $    | 4,576 |      |  | $ | 11,872 |   |  | $ | 7,799 |  
|                                                   |  |                      |       |                    |  |      |       |      |  |   |        |   |  |   |       |  



|G. |  | Segment and Geographic Information
The Companys business is to develop measurement-based solutions to verify
customers product performance. All the Companys products are computer
based (multi-point) systems operating under software control. The Companys
customers are engineers, technicians and scientists in manufacturing,
product development and research functions within a range of industries.
Keithleys advanced hardware and software is used for process monitoring,
production test and basic research. Although the Companys products vary in
capability, sophistication, use, size and price, they basically test,
measure and analyze electrical and physical properties. As such, the
Companys management determined the Company operates in a single industry
segment. The operations by geographic area are presented below. The basis
for attributing revenues from external customers to a geographic area is the
location of the customer.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|              |  |   |                      |  |                    |   |        |  |      |   |        |  |  |   |        |  | 
|------------- |  | - | -------------------- |  | ------------------ | - | ------ |  | ---- | - | ------ |  |  | - | ------ |  | 
|              |  |   | For the Three Months |  | For the Six Months
|              |  |   | Ended March 31,      |  | Ended March 31,   
|              |  |   |                      |  |                   
|              |  |   | 2001                 |  | 2000               |   | 2001   |  | 2000
|              |  |   |                      |  |                    |   |        |  |     
|Net sales:   
|             
|             
|             
|             
|United States |  | $ | 17,600               |  |                    | $ | 16,826 |  |      | $ | 38,625 |  |  | $ | 33,848 | 
|             
|             
|             
|             
|Europe        |  |   | 14,938               |  |                    |   | 12,597 |  |      |   | 27,122 |  |  |   | 21,142 | 
|             
|             
|             
|             
|Pacific Basin |  |   | 8,694                |  |                    |   | 6,221  |  |      |   | 16,791 |  |  |   | 9,762  | 
|             
|             
|             
|             
|Other         |  |   | 1,936                |  |                    |   | 1,627  |  |      |   | 5,138  |  |  |   | 2,279  | 
|              |  |   |                      |  |                    |   |        |  |      |   |        |  |  |   |        | 
|              |  | $ | 43,168               |  |                    | $ | 37,271 |  |      | $ | 87,676 |  |  | $ | 67,031 | 
|              |  |   |                      |  |                    |   |        |  |      |   |        |  |  |   |        | 

7



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|                   |  |              |        |      |  |   |        | 
|------------------ |  | ------------ | ------ | ---- |  | - | ------ | 
|                   |  | At March 31,
|                   |  |             
|                   |  | 2001         |        | 2000
|                   |  |              |        |     
|Long-lived assets:
|                  
|                  
|                  
|                  
|United States      |  | $            | 18,684 |      |  | $ | 16,742 | 
|                  
|                  
|                  
|                  
|Germany            |  |              | 2,554  |      |  |   | 2,660  | 
|                  
|                  
|                  
|                  
|Other              |  |              | 398    |      |  |   | 284    | 
|                   |  |              |        |      |  |   |        | 
|                   |  | $            | 21,636 |      |  | $ | 19,686 | 
|                   |  |              |        |      |  |   |        | 



|H. |  | Recent Accounting Standards Changes
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB 101). SAB 101 provides guidance for public companies on the
recognition, presentation and disclosure of revenue in their financial
statements. It requires that an entity recognize revenue at the time a
product has been accepted by a customer, as defined by certain criteria.
SAB 101 is effective no later than the Companys fourth quarter of fiscal
year 2001, and would have to be adopted retroactively to the beginning of
the fiscal year. The Company does not believe SAB 101 will have a material
impact on its consolidated results or financial position.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

(In Thousands of Dollars)

Results of Operations

Second Quarter 2001 Compared with Second Quarter 2000

Net income for the second quarter of fiscal 2001 increased six percent to
$5,112, or $0.31 per share, from $4,826, or $0.30 per share, in fiscal 2000s
second quarter.

Net sales of $43,168 increased 16 percent from $37,271 in the prior years
second quarter. This was principally due to strong sales for the Companys
products serving the semiconductor and optoelectronic industries. Sales
increased 5 percent in the United States, 19 percent in Europe and 41 percent
in the Pacific Basin region. Sequentially, sales decreased three percent from
the first quarters record sales. Orders for the second quarter of fiscal 2001
of $36,172 decreased 13 percent from the prior year. Geographically, orders
for the second quarter were down in the United States and Pacific Basin by 16
percent and 28 percent, respectively, and flat in Europe compared to the same
period a year ago. Sequentially, second quarter orders decreased 27 percent
from the record first quarter. Orders from the Companys optoelectronic
customers were down slightly from the record first quarters orders.
Sequentially, second quarter orders from semiconductor customers and
telecommunication customers decreased 44 percent and 48 percent, respectively,
from the first quarter. During the quarter, approximately $1,700 of orders
were cancelled. Additionally, approximately $2,000 of order backlog was pushed
out for shipment beyond the second quarter; however, approximately $800 of
backlog was accelerated for shipment during the second quarter resulting in net
backlog push-outs of approximately $1,200. Most of the orders cancelled and
rescheduled were semiconductor related. Generally, the Companys backlog is
very firm and historically this level of activity has not occurred during a quarter.
Order backlog decreased $7,990 million during the quarter to $27,308 at March
31, 2001.

Cost of goods sold as a percentage of net sales increased slightly to 39.0
percent from 38.8 percent in the prior years second quarter. The effect of
foreign exchange hedging on cost of goods sold was immaterial in both periods.

Selling, general and administrative expenses of $14,630 increased 18 percent to
33.9 percent of net sales from $12,411, or 33.3 percent of net sales, in last
years second quarter. The increase was due primarily to headcount additions,
increased advertising and higher commissions on higher sales.

Product development expenses of $4,082, or 9.5 percent of net sales, increased
40 percent from $2,923, or 7.8 percent of net sales in last years second
quarter. The majority of the increase is related to the headcount additions.
The Company has added about 30 people in new product development since the
second quarter last year to take advantage of the opportunities it believes
exist in the optoelectronics and telecommunications areas.

9



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Net financing income increased to $334 in the current years second quarter
from $47 last year. The increase is due primarily to higher interest income on
higher average levels of cash and cash equivalents.

The tax rate for the second quarter was 35.8 percent, approximately the same as
the prior years second quarter rate.

Six Months Ended March 31, 2001 Compared with Six Months Ended March 31, 2000

Net income for the first half of fiscal 2001 was $12,013, or $0.72 per share.
This represents a 50 percent increase from net income of $8,033, or $0.51 per
share, for the six months ending March 31, 2000, excluding an adjustment to a
gain recorded for the previous sale of a product line. Net income as reported
including the gain was $8,336, or $0.53 per share, in the 2000 first half.

Net sales of $87,676 increased 31 percent from $67,031 reported for the six
month period last year. Sales were up in all major geographies with sales up
14 percent in the United States, 28 percent in Europe and 73 percent in the
Pacific Basin region. Orders for the six month period were up eight percent
versus the prior year. Orders from the Companys optoelectronic and
semiconductor customers were up approximately 131 percent and 7 percent,
respectively, while orders from telecommunications customers were down 22
percent compared to the six month period in fiscal 2000. For the first half of
fiscal 2001, semiconductor orders comprised approximately one-third,
optoelectronic orders accounted for about 20 percent, and telecommunications
comprised approximately 10 percent of total orders. Geographically, orders
were up 16 percent in the Pacific Basin, 10 percent in Europe, and essentially
flat in the United States when compared to the prior year.

Cost of goods sold as a percentage of net sales decreased to 38.0 percent from
39.1 percent for the six month period last year. Favorable geographic and
product mix offset the unfavorable impact of an 11 percent stronger dollar.
The effect of foreign exchange hedging on cost of goods sold was immaterial in
both periods.

Selling, general and administrative expenses of $28,064 increased 23 percent
from $22,750 in the same period last year, but decreased as a percentage of net
sales to 32.0 from 33.9. The majority of the increase in dollars can be
attribued to higher marketing costs due to increased headcount and higher
commissions on higher sales levels.

Product development expenses of $7,965, or 9.1 percent of sales, increased 38
percent from $5,751, or 8.6 percent of sales, in the prior year. The majority
of the increase is due to the hiring of additional engineers to take advantage
of the opportunities the Company believes exist in the optoelectronics and
telecommunications areas.

Overall, the Company has added approximately 115 employees, a 20 percent
increase, from March 31, 2000 to March 31, 2001. Significant investments have
been made in the Pacific Basin by adding people in China and Taiwan and by
opening a direct sales office in Korea. Of the 115 additions, approximately
two-thirds of the new hires are in marketing, sales, application support and
product development areas.

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##### Table of Contents



On November 9, 1998, the Company sold certain assets used in the operation of
its Quantox product line to KLA-Tencor Corporation. During the first quarter
of fiscal 2000, an additional pretax gain of $477, or $0.02 per share after
taxes, was recorded for the sale. At the time of the sale of this business,
the Company established liabilities for certain items that were to be settled
at future dates. The additional adjustment recorded in the first quarter of
fiscal 2000 represents the settlement of certain of these issues. (See Note
C.)

The Company generated net financing income during the first half of fiscal 2001
of $631 versus $137 in the prior year. The increase is due primarily
to higher interest income on higher levels of cash and cash
equivalents.

The effective tax rate for the first half of fiscal 2001 was 36.5 percent
compared to 35.5 percent in last year six-month period. The Company recognized
a non-recurring benefit for the adjustment of deferred tax assets in the prior
year, which lowered the effective rate.

Liquidity and Capital Resources

Cash generated from operations was $4,880 for the second quarter and $14,636
for the six months ended March 31, 2001. Capital expenditures totaled $1,536
and $2,314 for the second quarter and first half of fiscal 2001, respectively,
and the Company paid dividends of $580 and $998 for the second quarter and
first half, respectively. Additionally, during the second quarter, the Company
repurchased 105,000 Common Share for $1,639 including commissions. (See Note
D.) At March 31, 2001, cash and cash equivalents totaled $33,248, an increase
of $2,503 during the quarter and $11,840 since September 30, 2000. Debt
totaled $3,000 at March 31, 2001 and the debt-to-capital ratio was 3.1 percent.

Effective March 30, 2001, the Company entered into a new credit agreement,
which expires March 30, 2004. The new agreement is a $10,000 debt facility
($3,000 outstanding at March 31, 2001) that provides unsecured, multi-currency
revolving credit at various interest rates based on Prime or LIBOR. The
Company is required to pay a facility fee of between .20% and .25% on the total
amount of the commitment. Additionally, the Company has a number of other
credit facilities in various currencies aggregating $5,000.

The Company expects to finance debt service, capital spending, the stock
repurchase program and working capital requirements with cash on hand and cash
provided by operations. At March 31, 2001, the Company had available unused
lines of credit with domestic and foreign banks aggregating $12,000, of which
$5,000 were short term and $7,000 were long term.

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##### Table of Contents



Factors That May Affect Future Results

Statements included in the Liquidity and Capital Resources section of
Managements Discussion and Analysis of Financial Condition and Results of
Operations constitute forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected. Some of the factors that may affect
future results are discussed below.

The Company is subject to economic and market conditions in the United States,
including the current conditions affecting the results of the Companys
customers in the semiconductor, telecommunications, optoelectronics and other
markets. During the latter half of the second quarter of fiscal year 2001, the
Company experienced a slowdown in orders, primarily from its telecommunications
and semiconductor customers. The Companys results could be adversely affected
depending on the length and severity of the current downturn in these as well
as the overall broadband industry. In addition, orders are cancelable by
customers and consequently orders outstanding at the end of a quarter may not
result in realized sales in the future. The Company may experience a decline
in the sales growth rate as a result of the current economic conditions and the
lack of visibility relating to future orders. In response to the current
economic conditions, the Company is managing its cost structure to reduce
spending where appropriate. A failure by the Company to reduce expenses in a
timely manner could adversely affect the Companys future operating results.
In addition, notwithstanding such cost control measures, a continuing decline
in the economy that adversely affects the Companys customers would likely
adversely affect the Company.

The Companys business relies on the development of new high technology
products and services to provide solutions to customers complex measurement
needs. This requires anticipation of customers changing needs and emerging
technology trends. The Company must make long-term investments and commit
significant resources before knowing whether its expectations will eventually
result in products that achieve market acceptance. The Company incurs
significant expenses developing new products that may or may not result in
significant sources of revenue and earnings in the future.

In many cases the Companys products compete directly with those offered by
other manufacturers. If any of the Companys competitors were to develop
products or services that are more cost-effective or technically superior,
demand for the Companys product offerings could slow.

The Companys success depends to a significant degree upon the continued
service of its key executive, sales, development, marketing and operational
personnel. The Company also believes its future success will depend upon its
ability to attract and retain additional highly skilled personnel in these
areas. The competition for qualified personnel in the technology area is
intense. Although management believes the Company offers competitive salaries
and benefits, there can be no assurance that it will be successful in retaining
its existing key personnel or attracting and retaining additional key
resources. Failure to attract and retain personnel could have a material
adverse effect on the Companys results of operations.

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##### Table of Contents



The Companys products contain large volumes of electronic components and
subassemblies that in some cases are supplied through sole or limited source
third-party suppliers. Although the Company does not anticipate any problems
procuring supplies in the near-term, there can never be any assurance that
parts and supplies will be available in a timely manner and at reasonable
prices. Additionally, the Companys inventory is subject to risk due to
changes in market demand for particular products. The resulting excess and/or
obsolete inventory could have an adverse impact on the Companys results of
operations.

The Company currently has approximately 13 subsidiaries or sales offices
located outside the United States, and non-U.S. sales accounted for
approximately 56 percent of the Companys revenue during the first half of
fiscal 2001. The Companys future results could be adversely affected by
several factors, including changes in foreign currency exchange rates, changes
in a countrys or regions political or economic conditions, trade protection
measures, import or export licensing requirements, unexpected changes in
regulatory requirements and natural disasters.

The Company pays taxes in several jurisdictions throughout the world. The
Company utilizes available tax credits and other tax planning strategies in an
effort to minimize the Companys overall tax liability. The Companys actual
tax rate for fiscal 2001 could change from what is currently anticipated due to
changes in various countrys tax laws or changes in the Companys overall tax
planning strategy.

The Company has been notified of the commencement of purported class action
litigation alleging violations of federal securities laws by the Company.
While the Company believes the litigation is without merit, the Companys
defense of this litigation could result in substantial costs and a diversion of
managements attention and resources which could adversely affect the business,
results of operations and financial condition.

The Company has modified its systems to accommodate the Euro. The cost of
these modifications was immaterial to the Companys results of operations.
Although difficult to predict, any competitive implications and any impact on
existing financial instruments are expected to be immaterial to the Companys
results of operations, financial condition or cash flows of future periods.

13



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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings.

On March 26, 2001, a purported class action complaint (the Complaint)
was filed in the United States District Court for the Northern District of Ohio
against Keithley Instruments, Inc. (Keithley or the Company) and Joseph P.
Keithley, the Companys chairman, president and chief executive officer,
alleging violations of Section 10(b) and Section 20(a) of the Securities
Exchange Act of 1934, as amended. The purported class action was filed on
behalf of all those who purchased Keithley stock between January 18, 2001 and
March 9, 2001 (the Class Period). According to the plaintiffs, the Company,
with the knowledge and assistance of the individual defendant, made certain
false and misleading statements concerning the Companys business condition and
prospects for the second quarter of fiscal 2001, the three months ending March
31, 2001, during the Class Period. The plaintiffs are seeking unspecified
amounts as damages, interest costs and other ancillary relief. The Company and
Mr. Keithley have been served with six additional complaints that are identical
to the Complaint described above. These complaints were filed in the United
States District Court for the Northern District of Ohio on March 28, 2001,
March 29, 2001, March 30, 2001, April 5, 2001, April 12, 2001 and May 4, 2001.
The Company will respond to all the allegations at the appropriate time.

A number of other purported class action lawsuits again the Company have
been announced in the press by plaintiffs counsel. The Company has not been
served in these other lawsuits except as described above. Based on information
provided in the press releases, these actions are based on allegations similar
to those detailed above.

Management believes that these lawsuits are without merit, and management
and the Company intend to defend them vigorously.




Item 4. Submission of Matters to a Vote of Security Holders.

On February 17, 2001, the registrant conducted its Annual Meeting of
Shareholders. The follow matters were brought before the shareholders for vote
at this meeting:

|         |                        |                          |  |          |            |  |  |  |         | 
|-------- | ---------------------- | ------------------------ |  | -------- | ---------- |  |  |  | ------- | 
|PROPOSAL |                        | FOR                      |  | WITHHELD
|         |                        |                          |  |         
|(a)      | Election of Directors:
|        
|        
|        
|        
|         |                        | Joseph P. Keithley       |  |          | 33,789,325 |  |  |  | 116,275 | 
|        
|        
|        
|        
|         |                        | Brian R. Bachman         |  |          | 33,790,244 |  |  |  | 115,356 | 
|        
|        
|        
|        
|         |                        | Dr. Arden L. Bement, Jr. |  |          | 33,790,043 |  |  |  | 115,557 | 
|        
|        
|        
|        
|         |                        | James B. Griswold        |  |          | 33,788,123 |  |  |  | 117,478 | 
|        
|        
|        
|        
|         |                        | William J. Hudson, Jr.   |  |          | 33,790,199 |  |  |  | 115,401 | 
|        
|        
|        
|        
|         |                        | R. Elton White           |  |          | 33,790,198 |  |  |  | 115,402 | 
|        
|        
|        
|        
|         |                        | James T. Bartlett        |  |          | 12,174,504 |  |  |  | 115,776 | 
|        
|        
|        
|        
|         |                        | Leon J. Hendrix, Jr.     |  |          | 12,174,750 |  |  |  | 115,530 | 

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|         |                                                                                                                                                                                                                                                                   |     |  |            |  |          |  |           |  |  |  |        | 
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- |  | ---------- |  | -------- |  | --------- |  |  |  | ------ | 
|PROPOSAL |                                                                                                                                                                                                                                                                   | FOR |  | AGAINST    |  | WITHHELD
|         |                                                                                                                                                                                                                                                                   |     |  |            |  |         
|(b)      | A proposal to fix the number of Directors of the Company at nine                                                                                                                                                                                                  |     |  | 33,840,667 |  |          |  | 45,792    |  |  |  | 19,141 | 
|        
|        
|        
|        
|(c)      | A proposal to amend the Companys
Amended Articles of Incorporation to
Increase the authorized number of shares
of the Companys capital stock to
89,000,000 shares, designating 80,000,000
shares as Common Shares and 9,000,000
shares as Class B Common Shares |     |  | 32,009,221 |  |          |  | 1,874,254 |  |  |  | 22,124 | 

No other matters were brought before shareholders for a vote at the
meeting.




Item 6. Exhibits and Reports on Form 8-K.



|(a) |  | Exhibits. The following exhibits are filed herewith:
|--- |  | ----------------------------------------------------

|        |  |                                                                                                                                                          |  |  |  | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit
|Number  |  | Exhibit                                                                                                                                                 
|        |  |                                                                                                                                                         
|3(c)    |  | Amended Articles of Incorporation, as amended on February 17, 2001.                                                                                     
|       
|       
|       
|       
|10(l)   |  | Credit Agreement dated as of March 30, 2001 by and among Keithley
Instruments, Inc. and Subsidiary Borrowers and the Lenders and
Bank One, NA, as agent.
|       
|       
|       
|       
|11      |  | Statement Re Computation of Per Share Earnings                                                                                                          



|(b) |  | Reports on Form 8-K. No reports on Form 8-K were filed during the
quarterly period ended March 31, 2001
|--- |  | -------------------------------------------------------------------------------------------------------

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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.

|                   |  |  |                        |  |  |                                                
|------------------ |  |  | ---------------------- |  |  | -----------------------------------------------
|                   |  |  |                        |  |  | KEITHLEY INSTRUMENTS, INC.                     
|                   |  |  |                        |  |  | (Registrant)                                   
|                  
|Date: May 14, 2001 |  |  | /s/ Joseph P. Keithley
|                   |  |  |                       
|                   |  |  |                        |  |  | Joseph P. Keithley                             
|                   |  |  |                        |  |  | Chairman, President and Chief Executive Officer
|                   |  |  |                        |  |  | (Principal Executive Officer)                  
|                  
|Date: May 14, 2001 |  |  | /s/ Mark J. Plush     
|                   |  |  |                       
|                   |  |  |                        |  |  | Mark J. Plush                                  
|                   |  |  |                        |  |  | Vice President and Chief Financial Officer     
|                   |  |  |                        |  |  | (Principal Financial and Accounting Officer)   

16