Management’s Discussion and Analysis

Operations Results of Operations Liquidity and Capital Resources Market Risk Exposures Application of Critical Accounting Pronouncements Recent Accounting Pronouncements Forward-Looking Information

Overview Summary of Cash Flow Information Operating Activities Investing Activities Business Segment Cash Flows Financing Activities Capitalization Off Balance Sheet Arrangements Contractual Obligations Other Potential Use of Credit Other Contingent Gains and Losses

Liquidity and Capital Resources

Financing Activities

The Company’s operating liquidity needs are typically financed by short-term debt, the Company’s accounts receivable securitization facility, and the Company’s U.S. Revolving Facility, described below. The Company also borrowed $20 million during 2002 and $75 million during 2001 under issuances of Senior Notes to increase the duration of its debt and to take advantage of decreasing longer-term interest rates.

Under a share repurchase program authorized by the Board, the Company redeemed all its outstanding shares of Convertible Preferred Stock for $10.8 million in 2002. The Company purchased $0.3 million of its common stock in 2002.

The Company paid quarterly dividends on its common stock at an annual rate of $0.10 per share in each of the last three years. Dividends paid on common stock totaled $5.3 million in 2003, $5.2 million in 2002 and $5.1 million in 2001. Dividends paid on the Convertible Preferred Stock amounted to $0.5 million in 2002 and $0.7 million in 2001.

Future dividends are dependent on the earnings, financial condition, cash flow and business requirements of the Company, as determined by the Board. In February 2004, the Board declared a quarterly cash dividend of $0.025 per share of common stock, payable on March 1, 2004 to shareholders of record on February 17, 2004.

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