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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 11, 2010 (January 11, 2010)
GENESCO INC.
(Exact Name of Registrant as Specified in Charter)
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Tennessee
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1-3083
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62-0211340 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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1415 Murfreesboro Road
Nashville, Tennessee
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37217-2895 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(615) 367-7000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01. |
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REGULATION FD DISCLOSURE. |
On January 11, 2011, Genesco Inc. issued a press release announcing same store sales by retail
segment and for the entire Company for the fourth fiscal quarter-to-date period ended January 8,
2011, increasing its previously-announced earnings per diluted share expectations for the fourth
quarter and fiscal year ending January 29, 2011, announcing that the Companys management will make
a webcast presentation at the 13th Annual ICR XChange Conference on Wednesday, January 12, 2011, at
11:10 a.m. Pacific Standard Time, and providing updated information on the ongoing investigation
into the previously-announced intrusion into a portion of its computer network. The webcast may be
accessed live through the Companys website, www.genesco.com. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 10-K.
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ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
(c) Exhibits
The following exhibit is furnished herewith:
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Exhibit Number |
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Description |
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99.1 |
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Press Release, dated January 11, 2011, issued
by Genesco Inc. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Genesco Inc.
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By: |
/s/ Roger G. Sisson
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Name: |
Roger G. Sisson |
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Title: |
Senior Vice President,
Secretary and General Counsel |
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Date: January 11, 2011
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exv99w1
Exhibit 99.1
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Financial Contact:
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James S. Gulmi (615) 367-8325 |
Media Contact:
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Claire S. McCall (615) 367-8283 |
GENESCO REPORTS SAME STORE SALES,
RAISES FOURTH QUARTER EARNINGS OUTLOOK
Announces Participation in 13th Annual ICR XChange Conference
Provides Updated Information on Network Intrusion
NASHVILLE, Tenn., Jan. 11, 2011 Genesco Inc. (NYSE: GCO) announced today that same store sales
for the quarter-to-date period ended January 8, 2011, increased 9% from the equivalent period last
year, when same store sales increased 1%. Sales for the Companys e-commerce and catalog direct
sales businesses increased 25% in the quarter-to-date period ended January 8, 2011. Same store
sales changes for each retail segment for the period were as follows:
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QTD (Jan. 8, 2011) |
Journeys Group |
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13 |
% |
Underground Station Group |
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-4 |
% |
Lids Sports Group |
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6 |
% |
Johnston & Murphy Group |
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13 |
% |
Total Genesco |
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9 |
% |
Based on the stronger than expected sales for the quarter to date, the Company has increased
its adjusted earnings per diluted share expectations to a range of $1.25 to $1.30 for the fourth
quarter and $2.40 to $2.45 for the fiscal year ending January 29, 2011. The Companys most recent
previously announced earnings expectations were in the range of $1.23 to $1.28 per diluted share
for the fourth quarter and $2.38 to $2.43 for the fiscal year. The adjusted earnings per share
expectations do not reflect expected non-cash asset impairments and other charges, including costs
related to the previously announced intrusion into the Companys computer network, expected to be
in the range of $0.07 to $0.11 per diluted share for the fourth quarter and $0.29 to $0.33 per
diluted share for the fiscal year. The Company believes that providing an adjusted earnings per
share estimate not reflecting these items will benefit investors by facilitating comparison with
the Companys previously announced expectations, which also excluded these items. A reconciliation
of the adjusted earnings per share estimates with the diluted earnings per share estimates
calculated in accordance with U.S. Generally Accepted Accounting Principles is included as Schedule
A to this press release.
Genesco plans to announce its fourth quarter and fiscal year 2011 results on March 3, 2011.
Genesco also announced that management will present at the 13th Annual ICR XChange Conference
on Wednesday, January 12, 2011, at 11:10 a.m. (Pacific Standard Time). The audio portion of the
presentation will be webcast live and may be accessed through the Companys internet website,
http://www.genesco.com. To listen, please go to the website at least 15 minutes early to register,
download and install any necessary software.
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The Company also said that it is continuing to investigate the previously announced intrusion
into a portion of its computer network that processes transactions in its United States Journeys,
Journeys Kidz, Shi by Journeys and Johnston & Murphy stores, and in some of its Underground Station
stores. The investigation to date has indicated that, in addition to the payment card information
previously identified as potentially at risk of compromise in the intrusion, some information
related to check transactions (including bank routing, account, check, and drivers license numbers)
in the affected stores may also have been accessible to the malicious software involved in the
intrusion. The Company has no reason to believe that any customer name or address information was
at risk of compromise in the intrusion. As the Company has previously reported, it took immediate
steps to secure the affected part of its network and is confident that customers can safely use
payment cards and checks in the Companys stores. Attached to this press release is additional
information for customers concerning the intrusion.
Cautionary Note Concerning Forward-Looking Statements
This release contains forward-looking statements, including those regarding the earnings
outlook for the Company for the fourth quarter and fiscal year ending January 29, 2011, and those
reflecting expectations about the investigation and effects of the network intrusion. Actual
results could vary materially from the expectations reflected in these statements. A number of
factors could cause differences. These include developments that have a negative effect on sales
or earnings for the balance of the fiscal year, year-end adjustments to estimates reflected in the
expectations, or developments in the Companys investigation and response to the network intrusion
that increase the costs or liabilities expected to be incurred or recognized in the fourth quarter.
Additional factors are cited in the Risk Factors, Legal Proceedings and Managements
Discussion and Analysis of Financial Condition and Results of Operations sections of, and
elsewhere, in our SEC filings, copies of which may be obtained from the SEC website, www.sec.gov,
or by contacting the investor relations department of Genesco via our website, www.genesco.com.
Many of the factors that will determine the outcome of the subject matter of this release are
beyond Genescos ability to control or predict. Genesco undertakes no obligation to release
publicly the results of any revisions to these forward looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events. Forward-looking statements reflect the expectations of the Company at the time they are
made. The Company disclaims any obligation to update such statements.
About Genesco Inc.
Genesco Inc., a Nashville-based specialty retailer, sells footwear, headwear, sports apparel
and accessories in more than 2,300 retail stores throughout the U.S. and Canada, principally under
the names Journeys, Journeys Kidz, Shi by Journeys, Lids and Lids Locker Room, Johnston & Murphy,
and Underground Station, and on internet websites www.journeys.com, www.journeyskidz.com,
www.shibyjourneys.com, www.undergroundstation.com, www.johnstonmurphy.com, www.dockersshoes.com,
and www.lids.com. The Companys Lids Sports division operates the Lids headwear stores and the
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lids.com website, the Lids Locker Room and other team sports fan shops and single team clubhouse
stores, and the Lids Team Sports team dealer business. In addition, Genesco sells wholesale
footwear under its Johnston & Murphy brand, the licensed Dockers brand and other brands. For more
information on Genesco and its operating divisions, please visit www.genesco.com.
Additional Information
Additional information on the intrusion into the Companys computer network is available on the
Companys website at www.genesco.com/customerassistance. Individuals may direct questions to the
Companys Customer Information Center toll-free at (877) 441.2998 or write to the Company at 1415
Murfreesboro Road, Suite 490, Nashville, TN 37217.
Reference Guide
In addition to carefully reviewing your financial institution and payment card statements, Genesco
recommends you consider these additional steps:
Security Freeze. Some state laws allow you to place a security freeze on your credit
reports. This would prohibit a credit reporting agency from releasing any information from your
credit report without your written permission. You should be aware, however, that placing a
security freeze on your credit report may delay, interfere with, or prevent the timely approval of
any requests you make for new loans, credit, mortgages, employment, housing or other services. The
specific costs and procedures for placing a security freeze vary by state law, but this reference
guide provides general information. You can find additional information at the websites of any of
the three credit reporting agencies listed below.
If you believe that you have been a victim of identity theft and you provide the credit reporting
agency with a valid police report, it will not charge you to place, lift or remove a security
freeze on your credit reports. In all other cases, a credit reporting agency may charge you up to
$5.00 (and in some cases, up to $20.00) each time you place, temporarily lift, or permanently
remove a security freeze.
Requirements vary by state, but generally to place a security freeze on your credit report, you
must send a written request to each of the three credit reporting agencies noted below, which must
include the following information: (1) Full name (including middle initial as well as Jr., Sr., II,
III, etc.); (2) Social Security Number; (3) Date of birth; (4) Addresses for the prior five years;
(5) Proof of current address; (6) A legible copy of a government issued identification card; (7) A
copy of any relevant police report, investigative report, or complaint to a law enforcement agency
concerning identity theft and (8) If you are not a victim of identity theft, include payment by
check, money order, or credit card (Visa, MasterCard, American Express or Discover only). Do not
send cash though the mail.
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Equifax Security Freeze
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Experian Security Freeze
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TransUnion Fraud |
P.O. Box 105788
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P.O. Box 9554
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Victim Assistance |
Atlanta, Georgia 30348
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Allen, Texas 75013
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Division |
877-478-7625
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888-397-3742
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P.O. Box 6790 |
www.equifax.com
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www.experian.com
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Fullerton, California |
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92834-6790 |
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800-680-7289 |
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www.transunion.com |
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Free Credit Reports. To order a free copy of your credit report, visit
www.annualcreditreport.com, call toll-free at (877) 322-8228, or complete the Annual Credit Report
Request Form on the U.S. Federal Trade Commissions (FTC) website at www.ftc.gov and mail it to
Annual Credit Report Request Service, P.O. Box 105281, Atlanta, GA 30348-5281. The three national
credit bureaus provide free annual credit reports only through the website, toll-free number or
request form.
When you receive your credit report, review it carefully. Look for accounts you did not open. Look
in the inquiries section for names of creditors from whom you havent requested credit. Some
companies bill under names other than their store or commercial names. The credit bureau will be
able to tell you when that is the case. Look in the personal information section for any
inaccuracies in your information (such as home address and Social Security number). If you see
anything you do not understand, call the credit bureau at the telephone number on the report.
Errors in this information may be a warning sign of possible identity theft. You should notify the
credit bureaus of any inaccuracies in your report, whether due to error or fraud, as soon as
possible so the information can be investigated and, if found to be in error, corrected. If there
are accounts or charges you did not authorize, immediately notify the appropriate credit bureau by
telephone and in writing.
Fraud Alerts. To protect yourself from possible identity theft, consider placing a fraud
alert on your credit file. A fraud alert alerts you of an attempt by an unauthorized person to
open a new credit account in your name. When a merchant checks the credit history of someone
applying for credit, the merchant gets a notice that the applicant may be the victim of identity
theft. The alert notifies the merchant to take steps to verify the identity of the applicant. You
can place a free fraud alert on your credit report by calling any one of the toll-free fraud
numbers provided below. You will reach an automated telephone system that allows you to flag your
file with a fraud alert at all three credit bureaus. You can also place a fraud alert on your
credit report online at the websites listed below for Equifax and Experian and via email for
TransUnion at fvad@transunion.com.
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Equifax
P.O. Box 105069
Atlanta, Georgia 30348-5069
800-525-6285
www.fraudalerts.equifax.com
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Experian
P.O. Box 1017
Allen, Texas 75013
888-397-3742
www.experian.com
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TransUnion Fraud Victim
Assistance Division
P.O. Box 6790
Fullerton, California 92834-6790
800-680-7289
www.transunion.com |
Police Report. If you find suspicious activity on your credit reports or account
statements, or have reason to believe that your personal information is being misused, contact your
local law
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enforcement authorities immediately and file a police report. You have the right to request a copy
of the police report and should retain it for further use, as many creditors want the information
it contains to absolve you of potential fraudulent debts.
Consulting the FTC. In addition to your state Attorney General, you can contact the FTC to
learn more about how to protect yourself from identity theft:
Federal Trade Commission
Consumer Response Center
600 Pennsylvania Avenue, NW
Washington, DC 20580
1-877-IDTHEFT (438-4338)
www.ftc.gov/idtheft/
For North Carolina Residents. You can obtain information from the North Carolina Attorney
Generals Office about preventing identity theft. You can contact the North Carolina Attorney
General at:
North Carolina Attorney Generals Office
9001 Mail Service Center
Raleigh, NC 27699-9001
877-566-7226 (toll-free in North Carolina)
919-716-6400
www.ncdoj.gov
For Maryland Residents. You can obtain information from the Maryland Office of the
Attorney General about steps you can take to avoid identity theft. You can contact the Maryland
Attorney General at:
Maryland Office of the Attorney General
Consumer Protection Division
200 St. Paul Place
Baltimore, MD 21202
888-743-0023 (toll-free in Maryland)
410-576-6300
www.oag.state.md.us
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Schedule A
Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Quarter Ending January 29, 2011
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High Guidance |
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Low Guidance |
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In Thousands (except per share amounts) |
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Fiscal 2011 |
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Fiscal 2011 |
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Forecasted earnings from continuing operations |
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$ |
28,382 |
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$ |
1.21 |
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$ |
27,354 |
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$ |
1.16 |
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Adjustments: (1) |
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Impairment and other charges including tax adjustments |
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2,077 |
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0.09 |
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2,077 |
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0.09 |
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Adjusted forecasted earnings from continuing operations (2) |
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$ |
30,459 |
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$ |
1.30 |
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$ |
29,431 |
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$ |
1.25 |
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(1) |
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All adjustments are net of tax. The forecasted tax rate for the fourth quarter of Fiscal 2011
is 39.6%. |
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(2) |
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Reflects 23.4 million share count for the fourth quarter of Fiscal 2011 which includes common
stock equivalents. |
This reconciliation reflects estimates and current expectations of future results. Actual results
may vary materially from these expectations and estimates, for reasons including those included in
the discussion of forward-looking statements elsewhere in this release. The Company disclaims any
obligation to update such expectations and estimates.
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Schedule A
Genesco Inc.
Adjustments to Forecasted Earnings from Continuing Operations
Fiscal Year Ending January 29, 2011
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High Guidance |
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Low Guidance |
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In Thousands (except per share amounts) |
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Fiscal 2011 |
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Fiscal 2011 |
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Forecasted earnings from continuing operations |
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$ |
51,094 |
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$ |
2.14 |
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$ |
49,709 |
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$ |
2.09 |
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Adjustments: (1) |
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Impairment and other charges including tax adjustments |
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7,414 |
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0.31 |
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7,414 |
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0.31 |
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Adjusted forecasted earnings from continuing operations (2) |
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$ |
58,508 |
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$ |
2.45 |
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$ |
57,123 |
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$ |
2.40 |
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(1) |
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All adjustments are net of tax. The forecasted tax rate for Fiscal 2011 is 39.5%. |
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(2) |
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Reflects 23.7 million share count for Fiscal 2011 which includes common stock equivalents. |
This reconciliation reflects estimates and current expectations of future results. Actual results
may vary materially from these expectations and estimates, for reasons including those included in
the discussion of forward-looking statements elsewhere in this release. The Company disclaims any
obligation to update such expectations and estimates.
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