##### 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 September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____ to ______
 Commission file number 0-14691
 
 WESTWOOD ONE, INC.
  Delaware
    
    95-3980449(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 40 West 57th Street, 5th Floor, New York, NY
    
    10019(Address of principal executive offices)
    
    (Zip Code)
 (212) 641-2000
 
 þ o
 þ o
 o þ




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WESTWOOD ONE, INC.
 INDEX
  
 Page No.PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Operations
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Qualitative and Quantitative Disclosures About Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    20PART II.
    
    OTHER INFORMATIONItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 6.
    
    Exhibits
    
    
    22SIGNATURES
    
    
    23Exhibit Index
    
    
    24CERTIFICATIONS
    
    
    25EX-31.A: CERTIFICATIONEX-31.B: CERTIFICATIONEX-32.A: CERTIFICATIONEX-32.B: CERTIFICATION
  2




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PART I. FINANCIAL INFORMATION 
 Item 1  Financial Statements
 WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    21,162
    
    
    $
    10,932Accounts receivable, net of allowance for doubtful accounts
of $4,075 (2005) and $2,566 (2004)
    
    
    122,394
    
    
    
    142,014Prepaid and other assets
    
    
    25,265
    
    
    
    21,400Total Current Assets
    
    
    168,821
    
    
    
    174,346PROPERTY AND EQUIPMENT, NET
    
    
    43,103
    
    
    
    47,397GOODWILL
    
    
    982,219
    
    
    
    981,969INTANGIBLE ASSETS, NET
    
    
    5,299
    
    
    
    6,176OTHER ASSETS
    
    
    29,545
    
    
    
    36,391TOTAL ASSETS
    
    $
    1,228,987
    
    
    $
    1,246,279LIABILITIES
AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    
    17,459
    
    
    
    13,135Amounts payable to related parties
    
    
    19,276
    
    
    
    20,274Deferred revenue
    
    
    10,149
    
    
    
    14,258Income taxes payable
    
    
    17,413
    
    
    
    5,211Accrued expenses and other liabilities
    
    
    43,091
    
    
    
    28,463Total Current Liabilities
    
    
    107,388
    
    
    
    81,341LONG-TERM DEBT
    
    
    398,648
    
    
    
    359,439DEFERRED INCOME TAXES
    
    
    11,914
    
    
    
    12,541OTHER LIABILITIES
    
    
    7,932
    
    
    
    8,465TOTAL LIABILITIES
    
    
    525,882
    
    
    
    461,786COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYPreferred stock: authorized 10,000,000 shares, none outstanding
    
    
    
    
    
    
    Common stock, $.01 par value: authorized, 252,751,250 shares;
issued and outstanding, 88,543,721 (2005) and 94,353,675 (2004)
    
    
    885
    
    
    
    944Class B stock, $.01 par value: authorized, 3,000,000 shares;
issued and outstanding, 291,796 (2005 and 2004)
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    227,061
    
    
    
    369,036Accumulated earnings
    
    
    475,156
    
    
    
    414,510TOTAL SHAREHOLDERS EQUITY
    
    
    703,105
    
    
    
    784,493TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    1,228,987
    
    
    $
    1,246,279
  3




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WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(Unaudited)
    
    
    (Unaudited)NET REVENUES
    
    $
    134,928
    
    
    $
    141,422
    
    
    $
    410,847
    
    
    $
    410,615Operating Costs (includes related party expenses
of $18,094, $19,784, $60,103 and $64,111, respectively)
    
    
    87,166
    
    
    
    94,162
    
    
    
    276,895
    
    
    
    277,419Depreciation and Amortization (includes related party
warrant amortization of $2,427, $2,427, $7,281 and
$5,191, respectively)
    
    
    5,194
    
    
    
    4,964
    
    
    
    15,597
    
    
    
    13,074Corporate General and Administrative Expenses
(includes related party expenses of $819, $759, $2,367
and $2,221, respectively)
    
    
    2,196
    
    
    
    1,877
    
    
    
    7,412
    
    
    
    5,65394,556
    
    
    
    101,003
    
    
    
    299,904
    
    
    
    296,146OPERATING INCOME
    
    
    40,372
    
    
    
    40,419
    
    
    
    110,943
    
    
    
    114,469Interest Expense
    
    
    4,840
    
    
    
    2,911
    
    
    
    12,626
    
    
    
    8,528Other (Income) Expense
    
    
    (133
    )
    
    
    (41
    )
    
    
    (319
    )
    
    
    (114
    )INCOME BEFORE INCOME TAXES
    
    
    35,665
    
    
    
    37,549
    
    
    
    98,636
    
    
    
    106,055INCOME TAXES
    
    
    13,912
    
    
    
    14,313
    
    
    
    37,990
    
    
    
    40,166NET INCOME
    
    $
    21,753
    
    
    $
    23,236
    
    
    $
    60,646
    
    
    $
    65,889EARNINGS PER SHARE:BASIC
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.66
    
    
    $
    0.67DILUTED
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.66
    
    
    $
    0.66WEIGHTED AVERAGE SHARES OUTSTANDING:BASIC
    
    
    90,338
    
    
    
    96,457
    
    
    
    91,940
    
    
    
    97,806DILUTED
    
    
    90,678
    
    
    
    97,224
    
    
    
    92,380
    
    
    
    99,101
  4




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WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Nine Months EndedSeptember 30,2005
    
    
    2004(Unaudited)CASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    60,646
    
    
    $
    65,889Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    15,597
    
    
    
    13,073Disposal of property and equipment
    
    
    88
    
    
    
    Deferred taxes
    
    
    114
    
    
    
    1,232Non-cash stock compensation
    
    
    178
    
    
    
    Amortization of deferred financing costs
    
    
    250
    
    
    
    62576,873
    
    
    
    80,819Changes in assets and liabilities:Accounts receivable
    
    
    19,620
    
    
    
    11,669Prepaid and other assets
    
    
    (5,731
    )
    
    
    2,998Deferred revenue
    
    
    (4,109
    )
    
    
    (384
    )Income taxes payable
    
    
    12,501
    
    
    
    7,989Accounts payable and accrued expenses
and other liabilities
    
    
    11,928
    
    
    
    1,039Amounts payable to related parties
    
    
    (998
    )
    
    
    4,141Net Cash Provided By Operating Activities
    
    
    110,084
    
    
    
    108,271CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (2,889
    )
    
    
    (5,020
    )Acquisition of companies and other
    
    
    (204
    )
    
    
    7Net Cash Used in Investing Activities
    
    
    (3,093
    )
    
    
    (5,013
    )CASH FLOW FROM FINANCING ACTIVITIES:Issuance of common stock
    
    
    2,559
    
    
    
    36,234Borrowings under bank and other long-term obligations
    
    
    75,000
    
    
    
    170,000Debt repayments and payments of capital lease obligations
    
    
    (35,477
    )
    
    
    (125,447
    )Dividend payments
    
    
    (18,264
    )
    
    
    Repurchase of common stock
    
    
    (120,579
    )
    
    
    (182,239
    )Deferred financing costs
    
    
    
    
    
    
    (1,283
    )Net Cash Used in Financing Activities
    
    
    (96,761
    )
    
    
    (102,735
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    10,230
    
    
    
    523CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    10,932
    
    
    
    8,665CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    21,162
    
    
    $
    9,188
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WESTWOOD ONE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (In thousands, except per share data)
 NOTE 1- Basis of Presentation:
  NOTE 2 Equity Based Compensation:
       6




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Income as Reported
    
    $
    21,753
    
    
    $
    23,236
    
    
    $
    60,646
    
    
    $
    65,889Deduct: Total Stock Based
Employee Compensation Expense,
Net of Tax
    
    
    (1,672
    )
    
    
    (2,261
    )
    
    
    (5,167
    )
    
    
    (6,809
    )Pro Forma Net Income
    
    $
    20,081
    
    
    $
    20,975
    
    
    $
    55,479
    
    
    $
    59,080Net Income Per Share:Basic  As Reported
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.66
    
    
    $
    0.67Basic  Pro Forma
    
    $
    0.22
    
    
    $
    0.22
    
    
    $
    0.60
    
    
    $
    0.60Diluted  As Reported
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.66
    
    
    $
    0.66Diluted  As Pro Forma
    
    $
    0.22
    
    
    $
    0.22
    
    
    $
    0.60
    
    
    $
    0.60
  NOTE 3- Earnings Per Share:
   7




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Options
    
    
    297
    
    
    
    767
    
    
    
    354
    
    
    
    1,295Restricted Stock Units
    
    
    43
    
    
    
    
    
    
    
    43
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Options
    
    
    8,331
    
    
    
    4,229
    
    
    
    6,665
    
    
    
    3,726Restricted Stock Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants
    
    
    4,000
    
    
    
    4,500
    
    
    
    4,000
    
    
    
    4,500
  NOTE 4- Debt:
  September 30, 2005
    
    
    December 31, 2004Revolving Credit Facility/Term Loan
    
    $
    200,000
    
    
    $
    160,0004.64% Senior Unsecured Notes due 2009
    
    
    50,000
    
    
    
    50,0005.26% Senior Unsecured Notes due 2012
    
    
    150,000
    
    
    
    150,000Fair market value of Swap (a)
    
    
    (1,352
    )
    
    
    (561
    )$
    398,648
    
    
    $
    359,439
 
 (a)
    
    write-up (write-down) to market value adjustments for debt with qualifying hedges that are
recorded as debt on the balance sheet.  8




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NOTE 5 Related Party Transactions:
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Representation Agreement
    
    $
    6,491
    
    
    $
    6,612
    
    
    $
    19,237
    
    
    $
    20,529Programming and Affiliations
    
    
    11,603
    
    
    
    13,172
    
    
    
    40,866
    
    
    
    43,582Management Agreement (excluding
warrant amortization)
    
    
    819
    
    
    
    759
    
    
    
    2,367
    
    
    
    2,221Warrant Amortization
    
    
    2,427
    
    
    
    2,427
    
    
    
    7,281
    
    
    
    5,191$
    21,340
    
    
    $
    22,970
    
    
    $
    69,751
    
    
    $
    71,523
  NOTE 7 Shareholders Equity
  NOTE 8 Recent Accounting Pronouncement
  9




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NOTE 9 Subsequent Event
  10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (In thousands except for share and per share amounts)
 EXECUTIVE OVERVIEW
       11




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Results of Operations
 Three Months Ended September 30, 2005 Compared With Three Months Ended September 30, 2004
 Revenues
  Three Months EndedSeptember 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalLocal/Regional
    
    $
    75,613
    
    
    
    56
    %
    
    $
    75,374
    
    
    
    53
    %National
    
    
    59,315
    
    
    
    44
    
    
    
    66,048
    
    
    
    47Total (1)
    
    $
    134,928
    
    
    
    100
    %
    
    $
    141,422
    
    
    
    100
    %
 
 (1)
    
    As described above, the Company currently aggregates revenue data based on the type of
commercial airtime sold. A number of advertisers purchase both local/regional and national
commercial airtime. Accordingly, this factor should be considered in evaluating the relative
revenues generated on a local/regional versus national basis. Our objective is to optimize
total revenues from those advertisers.  %,
 12




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Operating Costs
  Three Months EndedSeptember 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalProgramming, production and
distribution expenses
    
    $
    66,245
    
    
    
    76%
    
    
    $
    72,451
    
    
    
    77%Selling expenses
    
    
    10,844
    
    
    
    12
    
    
    
    11,772
    
    
    
    12Other operating expenses
    
    
    10,077
    
    
    
    12
    
    
    
    9,939
    
    
    
    11$
    87,166
    
    
    
    100%
    
    
    $
    94,162
    
    
    
    100%
 %,
 Depreciation and Amortization
  Corporate General and Administrative Expenses
  Operating Income
  Interest Expense
  Provision for Income Taxes
  13




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Net Income
  Earnings Per Share
  Nine Months Ended September 30, 2005 Compared With Nine Months Ended September 30, 2004
 Revenues
  Nine
Months EndedSeptember 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalLocal/Regional
    
    $
    226,254
    
    
    
    55%
    
    
    $
    216,421
    



  53%National
    
    
    184,593
    
    
    
    45
    
    
    
    194,194
    
    
    
    47Total (1)
    
    $
    410,847
    
    
    
    100%
    
    
    $
    410,615
    
    
    
  100%
 
 (1)
    
    As described above, the Company currently aggregates revenue data based on the type of
commercial airtime sold. A number of advertisers purchase both local/regional and national
commercial airtime. Accordingly, this factor should be considered in evaluating the relative
revenues generated on a local/regional versus national basis. Our objective is to optimize
total revenues from those advertisers.     14




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Operating Costs
  Nine
Months EndedSeptember 30,2005
    
    
    2004$
    
    
    % of total
    
    
    $
    
    
    % of totalProgramming, production and
distribution expenses
    
    $
    205,975
    
    
    
    74%
    
    
    $
    206,312
    
    
    
    74%Selling expenses
    
    
    39,682
    
    
    
    15
    
    
    
    39,944
    
    
    
    15Other operating expenses
    
    
    31,238
    
    
    
    11
    
    
    
    31,163
    
    
    
    11$
    276,895
    
    
    
    100%
    
    
    $
    277,419
    
    
    
    100%
   Depreciation and Amortization
  Corporate General and Administrative Expenses
   Operating Income
  15




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Interest Expense
   Provision For Income Taxes
  Net Income
  Earnings Per Share
  Liquidity and Capital Resources
   16




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New Accounting Standards and Interpretations Not Yet Adopted
  17




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Cautionary Statement Concerning Forward-Looking Statements and Factors Affecting Forward-Looking Statements
   
    
    The Company is managed by Infinity under the terms of the Management Agreement, which
expires in 2009. In addition, the Company has extensive business dealings with Infinity
and its affiliates in its normal course of business. The Companys business prospects could
be adversely affected by its inability to retain Infinitys services under the Management
Agreement beyond the contractual term.
    
    The Company competes in a highly competitive business. Its radio programming competes
for audiences and advertising revenues directly with radio and television stations and
other syndicated programming, as well as with such other media as newspapers, magazines,
cable television, outdoor advertising and direct mail. Audience ratings and performance
based revenue arrangements are subject to change and any adverse change in a particular
geographic area could have a material and adverse effect on the Companys ability to
attract not only advertisers in that region, but national advertisers as well. Future
operations are further subject to many factors which could have an adverse effect upon the
Companys financial performance. These factors include:
 -
    
    economic conditions, both generally and relative to the broadcasting industry;-
    
    shifts in population and other demographics;
 18




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-
    
    the level of competition for advertising dollars;-
    
    fluctuations in programming costs;-
    
    technological changes and innovations;-
    
    changes in labor conditions; and-
    
    changes in governmental regulations and policies and actions of federal and
state regulatory bodies.
  
    
    The radio broadcasting industry has experienced a significant amount of consolidation in
recent years. As a result, certain major station groups, including Infinity and Clear
Channel Communications, have emerged as powerful forces in the industry. Given the size
and financial resources of these station groups, they may be able to develop their own
programming as a substitute to that offered by the Company or, alternatively, they could
seek to obtain programming from the Companys competitors. Any such occurrences, or merely
the threat of such occurrences, could adversely affect the Companys ability to negotiate
favorable terms with its station affiliates, to attract audiences and to attract
advertisers. In addition, a major station group has recently announced plans to reduce
overall amounts of commercial inventory broadcast on their radio stations. To the extent
similar initiatives are adopted by other major station groups, this could adversely impact
the amount of commercial inventory made available to the Company or increase the cost of
such commercial inventory at the time of renewal of existing affiliate agreements.
    
    Changes in U.S. financial and equity markets, including market disruptions and
significant interest rate fluctuations, could impede the Companys access to, or increase
the cost of, external financing for its operations and investments.
    
    The Company believes relations with its employees and independent contractors are
satisfactory. However, the Company may be adversely affected by future labor disputes,
which may lead to increased costs or disruption of operations in any of the Company s
business units.
  
 Item 3. Qualitative and Quantitative Disclosures about Market Risk
    19




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Item 4. Controls and Procedures
   20




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PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Issuer Purchases of Equity Securities
 Approximate DollarTotal Number of
    
    
    Value of SharesShares Purchased as
    
    
    that May Yet BePart of Publicly
    
    
    Purchased Under theNumber of Shares
    
    
    Average Price Paid
    
    
    Announced Plan or
    
    
    Plans or ProgramsPeriod
    
    Purchased in Period
    
    
    Per Share
    
    
    Program
    
    
    (A)7/1/05  7/31/05
    
    
    
    
    
    
    
    
    
    
    16,230,424
    
    
    $
    376,328,0008/1/05  8/31/05
    
    
    919,000
    
    
    
    20.39
    
    
    
    17,149,024
    
    
    $
    357,594,0009/1/05  9/30/05
    
    
    1,164,000
    
    
    
    19.75
    
    
    
    18,313,524
    
    
    $
    334,592,0002,083,000
    
    
    $
    20.04
 
 (A)
    
    Represents remaining authorization from the additional $250 million repurchase authorization
approved on February 24, 2004 and the additional $300 million authorization approved on April
29, 2005.  Items 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  21




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Item 6. Exhibits
 ExhibitNumber (A)
    
    Description of Exhibit3.1
    
    
    Restated Certificate of Incorporation of the Company, as filed on October 25, 2002. (1)3.2
    
    
    Bylaws of Company as currently in effect. (2)4.1
    
    
    Note Purchase Agreement, dated as of December 3, 2002, between the Company and the
Purchasers parties thereto. (3)10.1*
    
    
    Form Amended and Restated Restricted Stock Unit Agreement under the Westwood One, Inc.
2005 Equity Compensation Plan for outside directors (4)31.a**
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.b**
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.a***
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.b***
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan.**
    
    Filed herewith.***
    
    Furnished herewith.(A)
    
    The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.(1)
    
    Filed as an exhibit to Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2002 and incorporated herein by reference.(2)
    
    Filed as an exhibit to Companys annual report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.(3)
    
    Filed as an exhibit to Companys current report on Form 8-K dated December 3, 2002
and incorporated herein by reference.(4)
    
    Filed as an exhibit to Companys current report of Form 8-K dated September 13, 2005 and
incorporated herein by reference. 22




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##### Table of Contents



SIGNATURES
  WESTWOOD ONE, INC.By:
    
    /S/ Shane CoppolaName:
    
    Shane CoppolaTitle:
    
    Chief Executive OfficerBy:
    
    /S/ Andrew ZarefName:
    
    Andrew ZarefTitle:
    
    Chief Financial OfficerDated:
    
    November 9, 2005
 23




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber (A)
    
    Description of Exhibit3.1
    
    
    Restated Certificate of Incorporation of the Company, as filed on October 25, 2002. (1)3.2
    
    
    Bylaws of Company as currently in effect. (2)4.1
    
    
    Note Purchase Agreement, dated as of December 3, 2002, between the Company and the
Purchasers parties thereto. (3)10.1*
    
    
    Form Amended and Restated Restricted Stock Unit Agreement under the Westwood One, Inc.
2005 Equity Compensation Plan for outside directors (4)31.a**
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.b**
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.a***
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.b***
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates a management contract or compensatory plan.**
    
    Filed herewith.***
    
    Furnished herewith.(A)
    
    The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon
request.(1)
    
    Filed as an exhibit to Companys quarterly report on Form 10-Q for the quarter
ended September 30, 2002 and incorporated herein by reference.(2)
    
    Filed as an exhibit to Companys annual report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.(3)
    
    Filed as an exhibit to Companys current report on Form 8-K dated December 3, 2002
and incorporated herein by reference.(4)
    
    Filed as an exhibit to Companys current report of Form 8-K dated September 13, 2005 and
incorporated herein by reference. 24