The
discussion below highlights significant aspects of our cash flows.
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Operating
activities:
For the nine months ended September
28, 2007, operating activities provided $37.5 million of cash.
During the
period, operating activities included net income of $60.2 million
and
several significant non-cash expenses including non-cash income
taxes of
$44.9 million, depreciation and amortization of $31.2 million
and
stock-based compensation of $11.9 million. Cash flow was impacted
by an
increase in working capital of $88.2 million principally due
to working
capital requirements for new and expanding projects; and includes
$53.1
million of cash to fund losses on a highway project, partially
offset by
the collection of a significant performance based incentive fee
on a
Department of Energy management services contract. Working capital
requirements for the US Army Corps of Engineers task orders in
the Middle
East increased $1.1 million to $21.6 million at September 28,
2007 from
$20.5 million at December 29, 2006.
For
the nine months ended September 29,
2006, operating activities provided $3.1 million of cash. During
the
period, operating activities included net income of $52.0 million
and
several significant non-cash expenses including non-cash income
taxes of
$35.0 million, depreciation and amortization of $33.3 million,
amortization and write-off of financing fees of $6.4 million
and
stock-based compensation of $8.2 million. Cash flow was impacted
by an
increase in working capital requirements of $107.9 million principally
due
to the recognition of significant performance based incentive
fees on a
Department of Energy management services contract, payment of
which was
received in the first quarter of 2007, funding the losses on
highway
projects, other project working capital requirements and payments
made for
incentive compensation. At September 29, 2006, working capital
requirements related to work in the Middle East declined to $38.2
million
from $58.0 million at December 30,
2005.
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Investing
activities:
During the nine months ended
September 28, 2007, investing activities used $68.4 million of
cash,
primarily to acquire mining equipment. During the nine months
ended September 28, 2007, new contracts to perform mining services
for
major international natural-resource companies have required
$110.9
million of capital expenditures for mining equipment. We have
sold and are leasing back under operating leases $45.2 million
of mining
equipment acquired through September 28, 2007. Also during the
nine months
ended September 28, 2007, we sold our interest in a coal mine
for $13.5
million.
During
the nine months ended September 29,
2006, investing activities used $48.3 million of cash, primarily
for
property and equipment acquisitions for our Infrastructure and
Mining
business units. In connection with new contract mining projects in
Jamaica, we acquired an existing operating company for cash consideration
of $6.1 million and the assumption of a $1.7 million note payable.
The
assets acquired consisted primarily of trade receivables, spare
parts
inventory and mining equipment.
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Financing
activities:
During the nine months ended
September 28, 2007, financing activities generated $10.3 million
of cash.
Options to purchase 353,000 shares of common stock were exercised
generating $10.2 million of cash. An additional $0.7 million
of cash was
received in January 2007 for options exercised at the end of
December
2006.
During
the nine months ended September 29,
2006, financing activities generated $6.6 million of cash. During
the
period, we purchased and cancelled 2.0 million warrants at a
cost of $35.6
million; 2.3 million warrants were exercised providing proceeds
of $71.2
million and the remaining 192,000 warrants expired. Options to
purchase
549,000 shares of common stock were exercised generating $13.4
million in
cash and we purchased 761,000 shares of our common stock for
$44.0
million. In addition, as described above under Investing activities,
during the nine months ended September 29, 2006 we assumed a
$1.7 million
note payable which was immediately paid in
full.
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Income
taxes
We
anticipate that cash payments for
income taxes for 2007 and later years will be substantially less than income
tax
expense recognized in our consolidated financial statements. This difference
results from expected tax deductions for tax goodwill amortization and
from the
use of net operating loss (“NOL”) carryovers and foreign tax credit
carryforwards. As of September 28, 2007, we have remaining tax goodwill
of $42.2
million resulting from the original acquisition of the Government Services
Business in 1999 and $430.4 million resulting from the acquisition of Raytheon
Company and Raytheon Engineers & Constructors International, Inc. The
amortization of this tax goodwill is deductible over remaining periods
of 6.5
and 7.8 years, respectively, resulting in annual tax deductions of $62.1
million. The federal NOL carryovers as of September 28, 2007 were approximately
$145.0 million, most of which are subject to an annual limitation of $26.5
million and expire in years 2020 through 2026. Unused available NOL carryovers
from previous years plus the 2007 annual limitation of $26.5 million would
allow
us to use up to approximately $76.4 million of the NOL carryovers in 2007.
Until
the tax goodwill deductions and the NOL carryovers are exhausted, we will
not
pay cash taxes (other than a minimal impact for alternative minimum tax)
on the
first $88.6 million of federal taxable income before tax goodwill amortization
and application of NOL carryovers each year. We have $138.5 million of
tax
goodwill deductions and NOL carryovers available for 2007. In addition,
as of
September 28, 2007, we had $49.7 million of foreign tax credits available
to
offset future federal taxes payable.
Cash
flows for 2007
During
the remainder of 2007, we expect cash and cash equivalents to increase.
Specific
issues, which are relevant to understanding 2007 cash flows,
include:
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Operating
Activities:
During the nine months ended
September 28, 2007, we have used $53.1 million of cash to fund
a highway
project loss and expect to fund an additional $20 million to
$30 million
during the remainder of 2007. Other than the highway loss, other
working
capital requirements have used $35.1 million of cash year to
date through
September 28, 2007. We do not expect working capital to continue
to
increase in the last quarter of
2007.
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Property
and equipment:
Capital expenditures, net of proceeds from
sales of property and equipment and sales of mining equipment
leased back,
along with normal capital expenditures to upgrade our information
systems
hardware and software, have amounted to $62.1 million through
September
28, 2007. We have sold and are leasing back under operating lease
arrangements $45.2 million of mining equipment acquired through
September
28, 2007. We expect to acquire approximately $9 million of additional
mining equipment during the remainder of 2007, of which approximately
$5
million will also be sold and leased back under operating lease
arrangements. We do not expect significant additional capital
expenditures
through the remainder of 2007. We expect depreciation expense
to amount to
approximately $37 million in 2007.
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Income
taxes:
Because of anticipated utilization of tax goodwill
amortization of $62.1 million, and the availability of approximately
$76.4
million of NOL carryovers and foreign tax credits, we will likely
not pay
federal taxes, other than a minimal amount for alternative minimum
tax. We
will pay state and foreign income
taxes.
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Pension
and post-retirement benefit obligations:
We expect to fund
$9.1 million of our pension and post-retirement benefit obligations
during
2007 as compared to $14.0 million in 2006. We estimate financial
statement
expense under these plans to be approximately $4.8 million in
2007 as
compared to $6.7 million in 2006. As of September 28, 2007, $6.7
million
of contributions have been made to the pension and post-retirement
plans.
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Financial
condition and liquidity
We
expect
to use cash to, among other things, satisfy contractual obligations, fund
working capital requirements and make capital expenditures. We believe
that our
cash flows from operations, existing cash and cash equivalents and available
capacity under our revolving Credit Facility will be sufficient to meet
our
reasonably foreseeable liquidity needs.
In
line
with industry practice, we are often required to provide surety bonds to
customers under fixed-price contracts. These bonds indemnify the customer
should
we fail to perform our obligations under the contract. If a bond is required
for
a particular project and we are unable to obtain an appropriate bond, we
cannot
pursue that project. We have existing bonding capacity but, as is customary,
the
issuance of a bond is at the sureties’ discretion. Moreover, due to events that
affect the insurance and bonding markets generally, bonding may be more
difficult to obtain in the future or may only be available at significant
additional cost. Although there can be no assurance that bonds will continue
to
be available on reasonable terms, we believe that we have access to the
bonding
necessary to achieve our operating goals.
We
continually evaluate alternative capital structures and the terms of our
credit
facilities. We may also, from time to time, pursue opportunities to complement
existing operations through business combinations and participation in
ventures,
which may require additional financing and utilization of our capital
resources.
Earnings
Before Interest, Taxes, Depreciation and Amortization
(“EBITDA”)
We
view
EBITDA as a performance measure of operating liquidity, and as such we
believe
that the GAAP financial measure most directly comparable to it is net cash
provided (used) by operating activities (see reconciliation of EBITDA to
net
cash provided (used) by operating activities below). EBITDA is not an
alternative to and should not be considered instead of, or as a substitute
for,
earnings from operations, net income or loss, cash flows from operating
activities or other statements of operations or cash flow data prepared
in
conformity with GAAP, or as a GAAP measure of profitability or liquidity.
In
addition, our calculation of EBITDA may or may not be comparable to similarly
titled measures of other companies.
EBITDA
is
used by our management as a supplemental financial measure to evaluate
the
performance of our business that, when viewed with our GAAP results and
the
accompanying reconciliations, we believe provides a more complete understanding
of factors and trends affecting our business than the GAAP results alone.
We
also regularly communicate our EBITDA to the public through our earnings
releases because it is a financial measure commonly used by analysts that
cover
our industry to evaluate our performance as compared to the performance
of other
companies that have different financing and capital structures or effective
tax
rates. In addition, EBITDA is a financial measure used in the financial
covenants of our Credit Facility and therefore is a financial measure to
evaluate our compliance with our financial covenants. Management compensates
for
the above-described limitations of using a non-GAAP financial measure by
using
this non-GAAP financial measure only to supplement our GAAP results to
provide a
more complete understanding of the factors and trends affecting our
business.
Interest
rate risk
Our
exposure to market risk for changes in interest rates relates primarily
to our
Credit Facility. Substantially all cash and cash equivalents at September
28,
2007 were held in highly liquid instruments.
From
time to
time, we may effect borrowings under bank credit facilities or otherwise
for
general corporate purposes, including working capital requirements and
capital
expenditures. Borrowings under our Credit Facility, of which there currently
are
none, bear interest at the applicable LIBOR or prime rate, plus an additional
margin and, therefore, are subject to fluctuations in interest
rates.
Foreign
currency risk
We
conduct
our business in various regions of the world. Our operations are, therefore,
subject to volatility because of currency fluctuations, inflation changes
and
changes in political and economic conditions in these countries. We are
subject
to foreign currency translation and exchange issues, primarily with regard
to
our mining venture, MIBRAG, in Germany. At September 28, 2007 and December
29,
2006, the cumulative adjustments for translation gains, net of related
income
tax benefits, were $30.1 million and $25.8 million, respectively. While
we
endeavor to enter into contracts with foreign customers with repayment
terms in
US dollars in order to mitigate foreign exchange risk, our revenues and
expenses
are sometimes denominated in local currencies, and our results of operations
may
be affected adversely as currency fluctuations affect our pricing and operating
costs or those of our competitors. We may engage from time to time in hedging
operations, including forward foreign exchange contracts, to reduce the
exposure
of our cash flows to fluctuations in foreign currency rates. We do not
engage in
hedging for speculative investment reasons. We can give no assurances that
our
hedging operations will eliminate or substantially reduce risks associated
with
fluctuating currencies.
We
do not
have any off-balance sheet arrangements that have or are reasonably likely
to
have a current or future effect on financial condition, results of operations,
liquidity, capital expenditures or capital resources that are material
to
investors.
We
maintain a
set of disclosure controls and procedures designed to ensure that information
required to be disclosed by us in reports that we file or submit under
the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported
within the time periods specified in Securities and Exchange Commission
rules
and forms. As of the date of the financial statements, an evaluation was
carried
out under the supervision and with the participation of our management,
including the Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of our disclosure controls and procedures. Based
on that evaluation, the CEO and CFO have concluded that our disclosure
controls
and procedures are effective.
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CEO
and CFO certificates
Attached
as
Exhibits 31.1 and 31.2 to this report on Form 10-Q are two
certifications,
one each by the CEO and the CFO. They are required in accordance
with Rule
13a-14 of the Exchange Act. This Item 4, Controls and Procedures,
includes
the information concerning the controls evaluation referred
to in the
certifications and should be read in conjunction with the
certifications.
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Disclosure
controls
“Disclosure
Controls” are controls and procedures that are designed to reasonably
ensure that information required to be disclosed in our reports
filed
under the Securities Exchange Act of 1934, such as this report
on Form
10-Q, is recorded, processed, summarized and reported within
the time
periods specified in the Securities and Exchange Commission
rules and
forms. Disclosure Controls are also designed to ensure that
information
required to be disclosed is accumulated and communicated to
our
management, including our CEO and CFO, as appropriate to allow
timely
decisions regarding required
disclosures.
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Internal
control over financial reporting
Our
Disclosure Controls include components of our “Internal Control over
Financial Reporting.” Internal Control over Financial Reporting is a
process designed by, or under the supervision of our principal
executive
and principal financial officers, and effected by our Board
of Directors,
management and other personnel, to provide reasonable assurance
regarding
the reliability of financial reporting and the preparation
of financial
statements for external purposes in accordance with generally
accepted
accounting principles and includes those policies and procedures
that:
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Pertain
to the maintenance of records that in reasonable detail accurately
and
fairly reflect the transactions and dispositions of our
assets;
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Provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with generally
accepted
accounting principles, and that our receipts and expenditures
are being
made only in accordance with authorizations of our management
and
directors; and
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Provide
reasonable assurance regarding prevention or timely detection
of
unauthorized acquisition, use or disposition of our assets that
could have
a material effect on the financial
statements.
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Limitations
on the effectiveness of controls
Our
management,
including the CEO and CFO, does not expect that our Disclosure
Controls
and/or our Internal Control over Financial Reporting will prevent
or
detect all error or fraud. A system of controls is able to provide
only
reasonable, not complete, assurance that the control objectives
are being
met, no matter how extensive those control systems may be. Also,
control
systems must be established considering the benefits of a control
system
relative to its costs. Because of these inherent limitations
that exist in
all control systems, no evaluation of controls can provide absolute
assurance that all errors or fraud, if any, have been detected.
The
inherent limitations in control systems include various human
and system
factors that may include errors in judgment or interpretation
regarding
events or circumstances or inadvertent error. Additionally, controls
can
be circumvented by the acts of a single person, by collusion
on the part
of two or more people or by management override of the control.
Over time,
controls can also become ineffective as conditions, circumstances,
policies, technologies, level of compliance and people change.
Because of
such inherent limitations, in any cost-effective control system
over
financial information, misstatements may occur due to error or
fraud and
may not be detected.
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Scope
of evaluation of Disclosure Controls
The
evaluation of our Disclosure Controls performed by our CEO
and CFO
included obtaining an understanding of the design and objectives
of the
controls, the implementation of those controls and the results
of the
controls on this report on Form 10-Q. We have established a
Disclosure
Committee whose duty is to perform procedures to evaluate the
Disclosure
Controls and provide the CEO and CFO with the results of their
evaluation
as part of the information considered by the CEO and CFO in
their
evaluation of Disclosure Controls. In the course of the evaluation
of
Disclosure Controls, we reviewed the controls that are in place
to record,
process, summarize and report, on a timely basis, matters that
require
disclosure in our reports filed under the Securities Exchange
Act of 1934.
We also considered the adequacy of the items disclosed in this
report on
Form 10-Q.
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Conclusions
Based
upon the evaluation of our Disclosure Controls described above,
our CEO
and CFO have concluded that, subject to the limitations described
above,
our Disclosure Controls are effective to provide reasonable
assurance that
material information relating to Washington Group International
and its
consolidated subsidiaries is made known to management, including
the CEO
and CFO, so that required disclosures have been included in
this report on
Form 10-Q.
We
have
also reviewed our Internal Control Over Financial Reporting
during the
most recent fiscal quarter, and our CEO and CFO have concluded
that there
have been no changes that have materially affected, or are
reasonably
likely to materially affect, our internal control over financial
reporting.
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PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
As
previously reported, we were sued in the Supreme Court of New York, County
of
Kings in connection with construction management and inspection services
performed by Washington Infrastructure, Inc. for a new school facility
for the
School Construction Authority of the City of New York by the prime contractor.
This suit,
Trataros Construction, Inc. et al., v. The New York City School
Construction Authority et al
., Index No. 20213/01, has been in the
discovery stage for years and there have been no material developments
in the
proceedings in some time. To the extent there are additional material
developments in this suit, we will discuss them in future reports under
the
Exchange Act.
We
incorporate by reference the information regarding legal proceedings set
forth
under the caption “Legal Matters” in Note 8, “Contingencies and Commitments,”
and under Note 2, “Proposed Merger of Washington Group International with URS
Corporation,” of the Notes to Condensed Consolidated Financial Statements in
Item 1 of this report. Our legal proceedings are also described in Part
I, Item
3 “Legal Proceedings” and Note 11, “Contingencies and Commitments,” of the Notes
to the Consolidated Financial Statements in Item 8 of our 2006 Annual
Report.
Our
reorganization case is
In re Washington Group International, Inc. and
Related Cases
, Docket No. BK-N 01-31627-GWZ, in the US Bankruptcy Court for
the District of Nevada.
The
personal injury and property damage
lawsuits discussed under the caption “Legal Matters” and referred to as “New
Orleans Levee Failure Class Action Litigation” in Note 8, “Contingencies and
Commitments” of the Notes to Condensed Consolidated Financial Statements in Item
1 of this report refers to
Berthelot, et al. v. Boh Bros. Construction Co.,
LLC, et al.,
Case No. 05-4182;
Vodanovich, et al. v. Boh Bros.
Construction Co., LLC, et al.,
Case No. 05-5237;
Kirsch, et al. v. Boh
Bros. Construction Co., LLC, et al.,
Case No. 05-6073;
Ezell v. Boh
Bros. Construction Co., LLC, et al.,
Case No. 05-6314;
Brown, et al. v.
Boh Bros. Construction Co., LLC, et al.,
Case No. 05-6324;
LeBlanc, et
al. v. Boh Bros. Construction Co., LLC, et al.,
Case No. 05-6327;
Finney, et al. v. Boh Bros. Construction Co., LLC, et al.,
Case No.
06-0886;
Christenberry, et al. v. Board of Commissioners of the Orleans
Levee District, et al.
, Case No. 06-2278;
Sanchez, et al. v. Boh Bros.
Construction Co., LLC, et al
., Case No. 06-2287;
C. Adams, et al. v.
Boh Bros. Construction Co., LLC, et al
., Case No. 06-4065;
Brock, et
al. v. Boh Bros. Construction Co., LLC, et al
., Case No. 06-4931;
Fleming, et al. v. The United States of America, et al.
, Case No.
06-5159;
G. Adams, et al. v. Boh Bros. Construction Co., LLC, et al
.,
Case No. 06-4634;
Gisevius v. Boh Bros. Construction Co., LLC, et al
.,
Case No. 06-5308;
Holmes, et al. v. The United States of America, et
al.
, Case No. 06-5161;
Joseph, et al. v. New Orleans Sewage and Water
Board, et al
., Case No. 06-5032;
LeDuff, et al. v. Boh Bros.
Construction Co., LLC
,
et al
., Case No. 06-5260;
O’Dwyer(1) v.
United States of America, et al
., Case No. 05-4181,
O’Dwyer(3) v. Dept.
of Trans. and Dev., et al.
, Case No. 06-4389;
Bradley, et al. v. Boh
Bros. Construction Co., LLC, et al
., Case No. 06-225;
O’Dwyer(2) v.
Dept. of Trans. and Dev., et al.
, Case No. 06-5786;
Richardson v. Boh
Bros. Construction Co., LLC, et al.
, Case No. 06-8708;
Yacob v. Board
of Commissioners for Orleans Levee District, et al.
, Case No. 06-5937;
Cochran, et. al. v. Boh Bros. Construction Co., LLC, et al.
, Case No.
06-5785;
Ciuffi v. United States of America, et al.
, Case No. 07-1271;
Carney v. Boh Bros. Construction Co., LLC
, Case No. 07-1349;
The
Parfait Family, et al. v. United States of America, et al.
, Case No.
07-3500;
Lundy v. The United States of America, et al.
, Case No.
07-3173;
Dear Mother’s Taste of New Orleans, LLC, et al., v. M.A. Hayes Co.,
et al
., Case No. 06-5890;
Douville, et al., v. Boh Bros. Construction
Co., LLC, et al
., Case No. 07-1113;
Jones, et al., v. State Farm Fire
& Casualty, et al., Case No. 06-9151; Entercomm Communications
Corp. v.
United States of America, et al., Case No. 07-4976; Johnson v. United States
of
America, et al, Case No. 07-4562; Radio Parts, Inc., v. United States of
America, et al., Case No. 07-4555; Huey, et al. v. United States of America,
et
al., Case No. 07-4550; Abair, et al. v. United States of America, et al.,
Case
No. 07-4392; Bell v. United States of America, et al., Case No. 07-4965;
Ferrara, et al. v. United States of America, et al., Case No. 07-4945;
Gentilly
Land Co., Inc., et al. v. United States of America, et al., Case No. 07-4969;
Liberty Bank & Trust Company v. United States of America, et al., Case No.
07-4953; Universal Health Services, Inc. v. United States of America, et
al.,
Case No. 07-5286; Haydel Realty Co., Inc. v. United States of America,
et al.,
Case No. 07-5020; Wetco Restaurant Group, LLC v. United States of America,
et
al., Case No. 07-5012; CII Carbon, LLC v. United States of America, et
al., Case
No. 07-4995; Marrero Land and Improvement Association, LTD v. United States
of
America, et al., Case No. 07-5011; Connick, et al. v. United States of
America,
et al., Case No. 07-5067; Sloan, et al. v. United States of America, et
al.,
Case No. 07-5013; Keppel v. United States of America, et al., Case No.
07-5007;
and Albano, et al. v. Board of Commissioners for the Orleans Parish Levee
District, et al., Case No. 07-4837,
all currently pending in the US
District Court for the Eastern District of Louisiana and consolidated under
the
Berthelot
case.
The
lawsuit relating to our USAID-financed projects in Egypt discussed under
the
caption “Legal Matters” and referred to as “Litigation and Investigation related
to USAID Egyptian Projects” in Note 8, “Contingencies and Commitments” of the
Notes to Condensed Consolidated Financial Statements in Item 1 of this
report
refers to
United States of America v. Washington Group International, Inc.,
et al
., Case No. CIV-04545S-EJL, in the US District Court for the District
of Idaho.
ITEM
1A. RISK FACTORS
There
have been no material changes in our risk factors from those disclosed
in our
2006 Annual Report
, except as follows:
Failure
to complete the merger with URS could materially and adversely affect our
results of operations and our stock price.
On
May
27, 2007, we entered into a definitive merger agreement with URS. Consummation
of the merger is subject to customary closing conditions, regulatory approvals,
including antitrust approvals, and approval by the stockholders of URS
and
Washington Group International, respectively. We cannot assure you that
these
conditions will be met or waived, that the necessary approvals will be
obtained,
or that we will be able to successfully consummate the merger as currently
contemplated under the merger agreement or at all. If the merger is not
consummated:
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We
may not realize any or all of the potential benefits of the merger,
including any synergies that could result from combining the
financial and
proprietary resources of Washington Group International and
URS;
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We
will remain liable for significant transaction costs, including
legal,
accounting, financial advisory and other costs relating to the
merger;
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Under
some circumstances, we may have to pay a termination fee to URS
in the
amount of $70 million;
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The
attention of our management and our employees may be diverted
from
day-to-day operations;
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Our
customers may seek to modify or terminate existing agreements,
or
prospective customers may delay entering into new agreements
or purchasing
our products as a result of the announcement of the merger;
and
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Our
ability to attract new employees and retain our existing employees
may be
harmed by uncertainties associated with the
merger.
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The
occurrence of any of these events individually or in combination could
have a
material adverse affect on our results of operations and our stock
price.
Since
the
merger agreement contemplates a fixed exchange ratio, changes in the market
price of URS common stock could adversely affect the value of URS common
stock
to be received by our stockholders in the merger.
Under
the
merger agreement, each outstanding share of our common stock will be converted
into the right to receive 0.772 of a share of URS common stock and cash
consideration of $43.80. Because the merger agreement contemplates a fixed
exchange ratio, changes in the stock price of URS common stock in the period
leading up to the time the merger is consummated could adversely affect
the
value of the URS common stock to be received by our stockholders upon
consummation of the merger.
In
connection with the merger, we have filed a joint proxy statement/prospectus
with the Securities and Exchange Commission announcing a special meeting
of
stockholders that we will hold during the fourth quarter of 2007 to enable
our
stockholders to vote to adopt the merger agreement. The joint proxy
statement/prospectus will be sent to all our stockholders and will contain
important information about Washington Group International, URS, the proposed
merger, risks relating to the proposed merger and the combined company,
and
related matters. We strongly encourage our stockholders to read this joint
proxy
statement/prospectus.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
Issuer
Repurchases of Equity Securities
We
did
not repurchase any shares of our common stock during the three months ended
September 28, 2007. We are authorized to repurchase up to
approximately $100.0 million of outstanding shares of common stock in open
market or negotiated transactions.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
ITEM
5. OTHER INFORMATION
ITEM
6. EXHIBITS
(a) Exhibits
The
Exhibits to this quarterly report on Form 10-Q are listed in the Exhibit
Index
contained elsewhere in this quarterly report.