Brightpoint Reports First Quarter 2008 Financial Results


PLAINFIELD, Ind., May 6, 2008 (PRIME NEWSWIRE) -- Brightpoint, Inc. (Nasdaq:CELL) reported its financial results for the first quarter ended March 31, 2008. Unless otherwise noted, amounts pertain to the first quarter of 2008.

FOR THE FIRST QUARTER OF 2008:

Revenue was $1.2 billion for the first quarter of 2008, an increase of 86% from the first quarter of 2007.

Income from continuing operations of $0.8 million or $0.01 per diluted share compared to $1.8 million or $0.04 per diluted share for the first quarter of 2007. Weighted average common shares outstanding (diluted) of 81.5 million for the first quarter of 2008 compared to 50.4 million for the first quarter of 2007.

Adjusted income from continuing operations (non-GAAP) of $7.3 million or $0.09 per diluted share compared to $3.6 million or $0.07 per diluted share for the first quarter of 2007. Please see the disclosure below regarding adjusted income from continuing operations. Adjustments to income from continuing operations for the first quarter of 2008 include:



 * $3.6 million restructuring charges (pre-tax) primarily in
   connection with consolidating the Brightpoint and Dangaard
   operations in Germany during the first quarter of 2008.

 * $4.5 million (pre-tax) of non-cash amortization expense related
   to intangible assets acquired in connection with the CellStar and
   Dangaard Telecom transactions during the first quarter of 2008.

 * $1.6 million (pre-tax) of non-cash stock based compensation
   expense.

Additionally, first quarter 2008 results were negatively impacted by the following items:



 * $1.3 million (pre-tax) loss in Slovakia related to the locally
   branded notebook PC distribution model, which is under
   evaluation.

 * $1.7 million (pre-tax) operating loss from the re-launch of our
   Middle East-based business in which we resumed operations in
   August 2007.

Cash provided by operating activities was $98.4 million for the first quarter of 2008 compared to cash used in operating activities of $9.8 million for the first quarter of 2007. Cash provided by operating activities as well as cash on hand was used to pay down borrowings by $102.3 million as of March 31, 2008.

EBITDA was $18.5 million for the first quarter of 2008 compared to $7.4 million for the first quarter of 2007.

We handled 21.8 million wireless devices for the first quarter of 2008, which represents an increase of approximately 50% from the first quarter of 2007.

Gross margin was 7.3% for the first quarter of 2008, an increase of 2.2 percentage points from the first quarter of 2007. The increase in gross margin was primarily driven by the Dangaard Telecom acquisition.

SG&A expenses were $71.8 million for the first quarter of 2008, which represents a 2% decrease from $73.1 million in the fourth quarter of 2007. Compared to the first quarter of 2007, SG&A expenses increased 154% from $28.3 million primarily driven by the impact of the Dangaard Telecom and CellStar acquisitions. SG&A expenses as a percent of revenue were 6.0% for the first quarter of 2008 compared to 4.4% for the first quarter of 2007. The increase in SG&A as a percent of revenue was largely driven by the impact of the Dangaard Telecom operations, sales-mix shift, and a lower average selling price within our distribution business.

Interest expense was $7.5 million for the first quarter of 2008 compared to $1.2 million for the first quarter of 2007.

FOR THE 2008 FISCAL YEAR, MANAGEMENT CURRENTLY EXPECTS:



 * Adjusted annual (non-GAAP) SG&A expenses as a percent of revenue
   are expected to be between 4.5% to 4.9%, a change from the
   previously disclosed range of 4.3% to 4.7%.

 * Annual effective tax rate from 32% to 35%.

 * Non-GAAP weighted average common shares outstanding (diluted) of
   approximately 83.3 million.

 * A loss of approximately $1.7 million to $2.0 million in Colombia
   resulting from the sale of certain assets to the former general
   manager.

Please see the attached Schedules and the Brightpoint website at www.Brightpoint.com for an explanation and reconciled presentation of the results for the first quarter ended March 31, 2008 prepared in accordance with U.S. GAAP and on an as adjusted non-GAAP basis. The explanation includes the reasons why management believes such non-GAAP measures are useful both to management and investors. Any financial measure other than those prepared in accordance with U.S. GAAP should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. In addition, please see the attached Supplemental Information for a reconciliation of EBITDA.

"In the first quarter of 2008 we continued to focus on the execution of our growth strategy including the integration of the Dangaard operations," stated Robert J. Laikin, Brightpoint's Chief Executive Officer and Chairman of the Board. "Our financial results for Q1 were below our expectations, and we remain focused on executing our operating plan. The global wireless industry continues to offer many exciting growth opportunities for our company and we remain committed to enhancing long term shareholder value. We will continue to leverage our global footprint and work closely with the industry leading manufacturers and network operators on a worldwide basis. Based on the recent data points on the wireless industry, I am reiterating my previously estimated global sell-in range of 1.25 billion to 1.35 billion units for the global wireless device industry in 2008."

"I am very pleased with the generation of operating cash flow during the quarter," said Tony Boor, Brightpoint's Chief Financial Officer. "Our positive operating cash flow allowed us to pay down our debt by over $100 million near the end of the first quarter. Therefore, I am raising my previously targeted debt reduction of $100 to $150 million to a new target of $150 million to $200 million reduction in average reported debt by the end of 2008."



                       SUMMARY FINANCIAL RESULTS
             (Amounts in thousands, except per share data)
                              (Unaudited)

                                                Three Months Ended
                                             ------------------------
                                                     March 31,
                                                2008          2007
                                             ----------    ----------
 Wireless devices handled                        21,784        14,530
 Revenue                                     $1,194,781    $  641,629
 Gross profit                                $   87,269    $   32,715
 Gross margin                                       7.3%          5.1%
 Selling, general and
  administrative expenses                    $   71,751    $   28,253
 Operating income from continuing
  operations                                 $    7,182    $    4,382
 Income from continuing operations           $      759    $    1,842
 Net income                                  $      775    $    1,850

 Diluted per share:
    Income from continuing operations        $     0.01    $     0.04
    Net income                               $     0.01    $     0.04

Brightpoint, Inc. (NASDAQGS: CELL) is a global leader in the distribution of wireless devices and in providing customized logistic services to the wireless industry. In 2007, Brightpoint handled approximately 83 million wireless devices globally. Brightpoint's innovative services include distribution, channel development, fulfillment, product customization, eBusiness solutions, and other outsourced services that integrate seamlessly with its customers. Brightpoint's effective and efficient platform allows its customers to benefit from quickly deployed, flexible, and cost effective solutions. The company has approximately 3,300 employees in over 25 countries. In 2007 Brightpoint generated revenue of $4.3 billion and net income of $47.4 million. Brightpoint provides distribution and customized services to over 25,000 B2B customers worldwide. Additional information about Brightpoint can be found on its website at www.brightpoint.com, or by calling its toll-free Information and Investor Relations line at 877-IIR-CELL (877-447-2355).

Certain information in this press release may contain forward-looking statements regarding future events or the future performance of the Company including, without limitation, its expectations regarding SG&A as a percent of revenue, annual effective tax rate, and non-GAAP weighted average common shares outstanding (diluted). These statements are only predictions and actual events or results may differ materially. Please refer to the documents the Company files, from time to time, with the Securities and Exchange Commission; specifically, the Company's most recent Form 10-K and most recent Form 10-Q and the cautionary statements and risk factors contained therein and in Exhibit 99.1 thereto. These documents contain and identify important risk factors that could cause the actual results to differ materially from those contained in or implied by these forward-looking statements. These risk factors include, without limitation, uncertainties relating to customer plans and commitments, including, without limitation, (i) loss of significant customers or a reduction in prices we charge these customers: Dobson Communications Corporation was recently acquired. In addition Rural Cellular Corporation (RCC) and Suncom have recently announced plans to be acquired. The completion of any of these acquisitions may negatively impact our operating results. (ii) our significant payment obligations under certain debt, lease and other contractual arrangements and our ability to reduce these obligations; (iii) possible adverse effect on demand for our products resulting from consolidation of mobile operators; (iv) dependence upon principal suppliers and availability and price of wireless products including the risk of consolidation of these suppliers; (v) our ability to borrow additional funds; (vi) possible difficulties collecting our accounts receivable; (vii) our ability to increase volumes and maintain our margins; (viii) investment in and implementation of sophisticated information systems technologies and our reliance upon the proper functioning of such systems; (ix) our ability to expand and implement our future growth strategy, including acquisitions; (x) uncertainty regarding future volatility in our Common Stock price; (xi) uncertainty regarding whether wireless equipment manufacturers and wireless network operators will continue to outsource aspects of their business to us; (xii) our reliance upon third parties to manufacture products which we distribute and reliance upon their quality control procedures; (xiii) the potential for our operations to be materially affected by fluctuations in regional demand and economic factors; (xiv) our ability to respond to rapid technological changes in the wireless communications and data industry; (xv) access to or the cost of increasing amounts of capital, trade credit or other financing; (xvi) risks of foreign operations, including currency, trade restrictions and political risks in our foreign markets; (xvii) effect of natural disasters, epidemics, hostilities or terrorist attacks on our operations; (xviii) our ability to manage and sustain future growth at our historical or current rates; (xix) certain relationships and financings, which may provide us with minimal returns or losses on our investments; (xx) the impact that seasonality may have on our business and results; (xxi) our ability to attract and retain qualified management and other personnel, cost of complying with labor agreements and high rate of personnel turnover; (xxii) our ability to protect our proprietary information; (xxiii) our ability to maintain adequate insurance at a reasonable cost; (xxiv) the potential issuance of additional equity, including our Common Stock, which could result in dilution of existing shareholders and may have an adverse impact on the price of our Common Stock; (xxv) existence of anti-takeover measures; (xxvi) the fact that a substantial number of shares will be eligible for future sale by Dangaard Holding and the sale of those shares could adversely affect our stock price; (xxvii) if we are not able to integrate Dangaard Telecom's operations in a timely manner, we may not realize anticipated benefits of the transaction in a timely fashion, or at all, and our business could be harmed; (xxviii) we incurred significant financial obligations as a result of the acquisition of Dangaard Telecom, and our inability to satisfy these could materially and adversely affect our operating results and financial condition and harm our business; (xxix) acquisition related accounting impairment and amortization charges may delay and reduce our post-acquisition profitability; (xxx) exposure to unknown pre-existing liabilities of Dangaard Telecom could cause us to incur substantial financial obligations and harm our business; (xxxi) possible adverse effects of future medical claims regarding the use of wireless devices; (xxxii) our ability to meet intense industry competition. Because of the aforementioned uncertainties affecting our future operating results, past performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. The words "believe," "expect," "anticipate," "intend," and "plan" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which speak only as of the date that such statement was made. We undertake no obligation to update any forward-looking statement.



 BRIGHTPOINT, INC.
 NON-GAAP RECONCILIATION OF CONSOLIDATED STATEMENTS OF OPERATIONS
 (Amounts in thousands, except per share data)
 (Unaudited)
                                        Three Months Ended
                                         March 31, 2008(1)

                               US GAAP       Non-GAAP          As
                             As Reported   Adjustments(2)    Adjusted
                             -----------------------------------------
 Revenue
   Distribution revenue      $ 1,089,010                   $ 1,089,010
   Logistic services revenue     105,771                       105,771
                             -----------------------------------------
 Total revenue                 1,194,781                     1,194,781

 Cost of revenue
   Cost of distribution
    revenue                    1,039,145                     1,039,145
   Cost of logistic services
    revenue                       68,367                        68,367
                             -----------------------------------------
 Total cost of revenue         1,107,512                     1,107,512
                             -----------------------------------------
 Gross profit                     87,269                        87,269

 Selling, general and
  administrative expenses         71,751    $    (1,645)        70,106
 Amortization                      4,722         (4,509)           213
 Restructuring charge
  (benefit)                        3,614         (3,614)            --
                             -----------------------------------------
 Operating income from
  continuing operations            7,182          9,768         16,950

 Interest, net                     7,544                         7,544
 Other (income) expenses          (1,965)                       (1,965)
                             -----------------------------------------
 Income from continuing opera-
  tions before income taxes        1,603          9,768         11,371

 Income tax expense                  705          3,273          3,978
                             -----------------------------------------
 Income from continuing opera-
  tions before minority
  interest                           898          6,495          7,393

 Minority interest                   139                           139
                             -----------------------------------------
 Income from continuing
  operations                         759    $     6,495    $     7,254
                                            ==========================
 Discontinued operations, net
  of income taxes:
     Gain from discontinued
      operations                      16
     Gain on disposal of
      discontinued operations         --
                             -----------
 Total discontinued operations,
  net of income taxes                 16
                             -----------
 Net income                  $       775
                             ===========
 Earnings per share - basic:
     Income from continuing
      operations             $      0.01                   $      0.09
                                                           ===========
     Discontinued operations,
      net of income taxes             --
                             -----------
     Net income              $      0.01
                             ===========
 Earnings per share - diluted:
     Income from continuing
      operations             $      0.01                   $      0.09
                                                           ===========
     Discontinued operations,
      net of income taxes             --
                             -----------
     Net income              $      0.01
                             ===========

 Weighted average common
  shares outstanding:
     Basic                        77,523                        77,523
                             ===========                   ===========
     Diluted                      81,519          1,261         82,780
                             =========================================


                                        Three Months Ended
                                         March 31, 2007(1)

                               US GAAP       Non-GAAP          As
                             As Reported   Adjustments(3)    Adjusted
                             -----------------------------------------
 Revenue
   Distribution revenue      $   567,040                   $   567,040
   Logistic services revenue      74,589                        74,589
                             -----------------------------------------
 Total revenue                   641,629                       641,629

 Cost of revenue
   Cost of distribution
    revenue                      550,414                       550,414
   Cost of logistic services
    revenue                       58,500                        58,500
                             -----------------------------------------
 Total cost of revenue           608,914                       608,914
                             -----------------------------------------

 Gross profit                     32,715                        32,715

 Selling, general and
  administrative expenses         28,253    $    (2,677)        25,576
 Amortization                         80             --             80
 Restructuring charge
  (benefit)                           --             --             --
                             -----------------------------------------
 Operating income from
  continuing operations            4,382          2,677          7,059

 Interest, net                     1,150                         1,150
 Other (income) expenses              44                            44
                             -----------------------------------------
 Income from continuing opera-
  tions before income taxes        3,188          2,677          5,865

 Income tax expense                1,346            964          2,310
                             -----------------------------------------
 Income from continuing opera-
  tions before minority
  interest                         1,842          1,713          3,555

 Minority interest                    --                            --
                             -----------------------------------------
 Income from continuing
  operations                       1,842    $     1,713    $     3,555
                                            ==========================
 Discontinued operations, net
  of income taxes:
     Gain from discontinued
      operations                       4
     Gain on disposal of
      discontinued operations          4
                             -----------
 Total discontinued operations,
  net of income taxes                  8
                             -----------
 Net income                  $     1,850
                             ===========

 Earnings per share - basic:
     Income from continuing
      operations             $      0.04                   $      0.07
                                                           ===========
     Discontinued operations,
      net of income taxes             --
                             -----------
     Net income              $      0.04
                             ===========

 Earnings per share - diluted:
     Income from continuing
      operations             $      0.04                   $      0.07
                                                           ===========
     Discontinued operations,
      net of income taxes             --
                             -----------
     Net income              $      0.04
                             ===========
 Weighted average common
  shares outstanding:
     Basic                        49,488                        49,488
                             ===========                   ===========
     Diluted                      50,424         1,028          51,452
                             =========================================


 See accompanying "Notes to Non-GAAP Adjustments."

 Notes to Non-GAAP Adjustments:

 (1) We have provided income from continuing operations and
     earnings per share on both a U.S. GAAP basis and an as adjusted
     non-GAAP basis because the Company's management believes it
     provides meaningful information to investors. Among other things,
     it may assist investors in evaluating the Company's on-going
     operations. Adjustments to earnings per share from continuing
     operations generally include certain non-cash charges such as
     stock based compensation and amortization of acquired finite
     lived intangible assets as well as other items that are
     considered to be unusual or infrequent in nature such as
     restructuring charges. Non-GAAP earnings per share is calculated
     by dividing non-GAAP income from continuing operations by
     non-GAAP weighted average common shares outstanding (diluted).
     For purposes of calculating non-GAAP earnings per share, we add
     back certain shares presumed to be repurchased under the U.S.
     GAAP treasury stock method related to stock based compensation
     expense. We believe these non-GAAP disclosures provide important
     supplemental information to management and investors regarding
     financial and business trends relating to the Company's financial
     condition and results of operations. Management uses these
     non-GAAP measures internally to evaluate the performance of the
     business and to evaluate results relative to incentive
     compensation targets for certain employees. Investors should
     consider non-GAAP measures in addition to, not as a substitute
     for, or as superior to measures of financial performance prepared
     in accordance with U.S. GAAP.

 (2) Adjustments for the three months ended March 31, 2008 include:

     * $3.6 million restructuring charges in connection with consoli-
       dating the Brightpoint and Dangaard operations in Germany.
     * $4.5 million of non-cash amortization expense related to in-
       tangible assets acquired in connection with the CellStar and
       Dangaard Telecom transactions.
     * $1.6 million of non-cash stock based compensation expense.
     * $3.3 million tax impact of items described above.

 (3) Adjustments for the three months ended March 31, 2007 include:

     * $1.6 million of non-cash stock based compensation expense.
     * $1.0 million of consulting fees for integration planning
       associated with the CellStar acquisition.
     * $1.0 million tax impact of the items described above.


                           BRIGHTPOINT, INC.
                      CONSOLIDATED BALANCE SHEETS
             (Amounts in thousands, except per share data)

                                             March 31,     December 31,
                                            -----------    -----------
                                                2008           2007
                                            -----------    -----------
                                            (Unaudited)
 ASSETS
 Current Assets:
     Cash and cash equivalents              $    90,753    $   102,160
     Accounts receivable (less allowance
       for doubtful accounts of $18,034 in
       2008 and $17,157 in 2007)                578,811        754,238
     Inventories                                471,107        474,951
     Other current assets                        70,505         69,261
                                            -----------    -----------
 Total current assets                         1,211,176      1,400,610

 Property and equipment, net                     58,663         55,732
 Goodwill                                       371,166        349,646
 Other intangibles, net                         139,198        135,431
 Other assets                                    34,510         30,942
                                            -----------    -----------

 Total assets                               $ 1,814,713    $ 1,972,361
                                            ===========    ===========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
     Accounts payable                       $   571,560    $   666,085
     Accrued expenses                           165,875        189,415
     Current portion of long-term debt           12,382         19,332
     Lines of credit and other short-term
      borrowings                                  9,703             --
                                            -----------    -----------
 Total current liabilities                      759,520        874,832

 Long-term liabilities:
     Lines of credit, long-term                 126,989        208,399
     Long-term debt                             229,333        233,122
     Other long-term liabilities                 59,513         54,425
                                            -----------    -----------
 Total long-term liabilities                    415,835        495,946
                                            -----------    -----------
 Total liabilities                            1,175,355      1,370,778

 COMMITMENTS AND CONTINGENCIES

 Minority interest                                1,014            818

 Shareholders' equity:
     Preferred stock, $0.01 par value: 1,000
      shares authorized; no shares issued or
      outstanding                                    --             --
     Common stock, $0.01 par value: 100,000
      shares authorized; 88,647 issued in
      2008 and 88,418 issued in 2007                886            884
     Additional paid-in-capital                 586,389        584,806
     Treasury stock, at cost, 6,951 shares
      in 2008 and 6,930 shares in 2007          (58,952)       (58,695)
 Retained earnings                               30,242         29,467
 Accumulated other comprehensive income          79,779         44,303
                                            -----------    -----------
 Total shareholders' equity                     638,344        600,765
                                            -----------    -----------
 Total liabilities and shareholders' equity $ 1,814,713    $ 1,972,361
                                            ===========    ===========

                           BRIGHTPOINT, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Amounts in thousands)
                              (Unaudited)
                                                 Three Months Ended
                                                       March 31,
                                                ----------------------
                                                   2008         2007
                                                ----------------------
 Operating activities
 Net income                                     $     775    $   1,850
 Adjustments to reconcile net income to net
  cash provided by (used in) operating
  activities:
     Depreciation and amortization                  9,507        3,059
     Discontinued operations                           16           (8)
     Pledged cash requirements                         --       (1,342)
     Non-cash compensation                          1,645        1,552
     Restructuring charge                           3,614           --
     Change in deferred taxes                      (4,262)       1,348
     Minority interest                                139           --
     Other non-cash                                 3,330        1,091
                                                ----------------------
                                                   14,764        7,550
 Changes in operating assets and liabilities,
  net of effects from acquisitions and
  divestitures:
     Accounts receivable                          211,058       35,764
     Inventories                                   29,298       71,593
     Other operating assets                        (3,154)      (3,224)
     Accounts payable and accrued expenses       (153,557)    (121,512)
                                                ----------------------
 Net cash provided by (used in) operating
  activities                                       98,409       (9,829)

 Investing activities
 Capital expenditures                              (6,377)      (4,847)
 Acquisitions, net of cash acquired                (1,252)     (67,018)
 Decrease (increase) in other assets                1,002       (1,472)
                                                ----------------------
 Net cash used in investing activities             (6,627)     (73,337)

 Financing Activities
 Net proceeds from (repayments on) lines of
  credit                                          (79,134)      76,434
 Repayments on Global Term Loans                  (23,130)          --
 Deferred financing costs paid                         --       (1,627)
 Purchase of treasury stock                          (257)        (353)
 Excess (deficit) tax benefit from equity-
  based compensation                                  (82)         104
 Proceeds from common stock issuances under
  employee stock option plans                          22          255
                                                ----------------------
 Net cash provided by (used in) financing
  activities                                     (102,581)      74,813

 Effect of exchange rate changes on cash and
  cash equivalents                                   (608)         943
                                                ----------------------
 Net decrease in cash and cash equivalents        (11,407)      (7,410)
 Cash and cash equivalents at beginning
  of period                                       102,160       54,130
                                                ----------------------
 Cash and cash equivalents at end of period     $  90,753    $  46,720
                                                ======================

 Supplemental Information
 (Amounts in thousands)

 Earnings Before Interest, Taxes, Depreciation and Amortization
 ("EBITDA")

                                            Three Months Ended
                                   ---------------------------------
                                    March 31,  March 31,  December 31,
                                      2008       2007         2007
                                   ---------   ---------   ---------
 Net income (1)                    $     775   $   1,850   $  14,894
 Net interest expense (1)              7,544       1,148       8,694
 Income taxes (1)                        705       1,346       8,188
 Depreciation and amortization (1)     9,507       3,059      10,088
                                   ---------   ---------   ---------
      EBITDA                       $  18,531   $   7,403   $  41,864
                                   =========   =========   =========

 (1) Includes discontinued operations


   EBITDA is a non-GAAP financial measure. Management believes EBITDA
   provides it with an indicator of how much cash the Company
   generates, excluding non-cash charges and any changes in working
   capital. Management also reviews and utilizes the entire statement
   of cash flows to evaluate cash flow performance.

 Cash Conversion Cycle Days

   Management utilizes the cash conversion cycle days metric and its
   components to evaluate the Company's ability to manage its working
   capital and its cash flow performance. Cash conversion cycle days
   and its components for the quarters ending March 31, 2008 and 2007,
   and December 31, 2007 were as follows:

                                            Three Months Ended
                                   ---------------------------------
                                    March 31,  March 31,  December 31,
                                      2008       2007         2007
                                   ---------   ---------   ---------
 Days sales outstanding in
  accounts receivable                     32          22          33
 Days inventory on-hand                   37          50          27
 Days payable outstanding                (41)        (48)        (33)
                                   ---------   ---------   ---------
      Cash Conversion Cycle Days          28          24          27
                                   =========   =========   =========

 Return on Invested Capital ("ROIC")

   The Company uses ROIC to measure the effectiveness of its use of
   invested capital to generate profits. ROIC for the quarters and
   trailing four quarters ended March 31, 2008 and 2007, and December
   31, 2007, was as follows:
                                           Three Months Ended
                                  ------------------------------------
                                   March 31,    March 31,  December 31,
                                     2008         2007         2007
                                  ----------   ----------   ----------
 Operating income after taxes:
 Operating income from continuing
  operations                      $    7,182   $    4,382   $   30,725
 Plus: restructuring charge            3,614           --        8,495
 Less: estimated income taxes (1)     (4,746)      (1,850)     (14,242)
                                  ----------   ----------   ----------
   Operating income after taxes   $    6,050   $    2,532   $   24,978
                                  ==========   ==========   ==========
 Invested Capital:
 Debt                             $  378,407   $   94,405   $  460,853
 Shareholders' equity                638,344      200,063      600,765
                                  ----------   ----------   ----------
   Invested capital               $1,016,751   $  294,468   $1,061,618
                                  ==========   ==========   ==========
 Average invested capital (2)     $1,039,184   $  253,460   $1,019,392
 ROIC (3)                                  2%           4%          10%

                                      Trailing Four Quarters Ended
                                  ------------------------------------
                                   March 31,    March 31,  December 31,
                                     2008         2007         2007
                                  ----------   ----------   ----------
 Operating income after taxes:
 Operating income from continuing
  operations                      $   68,714   $   40,184   $   65,913
 Plus: restructuring charge           12,275           --        8,661
 Less: estimated income taxes (1)     (5,741)     (10,587)      (2,844)
                                  ----------   ----------   ----------
   Operating income after taxes   $   75,248   $   29,597   $   71,730
                                  ==========   ==========   ==========
 Invested Capital:
 Debt                             $  378,407   $   94,405   $  460,853
 Shareholders' equity                638,344      200,063      600,765
                                  ----------   ----------   ----------
   Invested capital               $1,016,751   $  294,498   $1,061,618
                                  ==========   ==========   ==========
 Average invested capital (2)     $  734,773   $  199,565   $  573,913
 ROIC (3)                                 10%          15%          12%

 (1) Estimated income taxes were calculated by multiplying the sum
     of operating income from continuing operations and the
     restructuring charge by the respective periods' effective tax
     rate.
 (2) Average invested capital for quarterly periods represents the
     simple average of the beginning and ending invested capital
     amounts for the respective quarter. Average invested capital for
     the trailing four quarters represents the simple average of the
     invested capital amounts for the current and four prior quarter
     period ends.
 (3) ROIC is calculated by dividing operating income after taxes by
     average invested capital. ROIC for quarterly periods is stated on
     an annualized basis and is calculated by dividing operating
     income after taxes by average invested capital and multiplying
     the results by four.


            

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