SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15 (d)
of the Securities Exchange Act of 1934
For the year ended December 31, 2004 Commission file number 0-13880
A. Full title of the Plan
ENGINEERED SUPPORT SYSTEMS, INC. EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive offices:
ENGINEERED SUPPORT SYSTEMS, INC.
201 EVANS LANE
ST. LOUIS, MISSOURI 63121
(314) 553-4000
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this Annual Report to be signed by the
undersigned, thereunto duly authorized.
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Date: June 28, 2005 /s/ Gary C. Gerhardt
---------------- ---------------------------------------------
Gary C. Gerhardt
Vice Chairman and Chief Financial Officer of
Engineered Support Systems, Inc.
and Member of the Administrative
Committee of the Plan
2
Report, Financial Statements and Schedules
ENGINEERED SUPPORT SYSTEMS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
December 31, 2004
Report of Independent Registered Public Accounting Firm .................. 4
Statements of Net Assets Available for Plan Benefits ..................... 5
Statements of Changes in Net Assets Available for Plan Benefits .......... 6
Notes to Financial Statements ............................................ 7
Supplemental Schedules *
Schedule of Assets (Held at End of Year) ................................. 13
Schedule of Reportable Transactions ...................................... 14
Consent of Independent Registered Public Accounting Firm ................. 15
* Other schedules required by 29 CFR 2520.103-10 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure
under ERISA have been omitted because they are not applicable.
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
Engineered Support Systems, Inc.
Employee Stock Ownership Plan
In our opinion, the accompanying statements of net assets available
for plan benefits and the related statements of changes in net
assets available for plan benefits present fairly, in all material
respects, the net assets available for plan benefits of the
Engineered Support Systems, Inc. Employee Stock Ownership Plan (the
"Plan") at December 31, 2004 and 2003, and the changes in net
assets available for plan benefits for the years then ended in
conformity with accounting principles generally accepted in the
United States of America. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of Assets (Held at End of Year) and Reportable
Transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The
supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
June 28, 2005
4
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
Engineered Support Systems, Inc.
Employee Stock Ownership Plan
December 31
-------------------------------------
2004 2003
------------ -----------
Assets:
Investments, at fair value (Note C) $103,313,910 $87,766,840
Employer contributions receivable 4,312,996 1,719,663
------------ -----------
Net Assets Available for Plan Benefits $107,626,906 $89,486,503
============ ===========
The accompanying notes are an integral part of the financial statements.
5
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Engineered Support Systems, Inc.
Employee Stock Ownership Plan
Year Ended December 31
---------------------------------------
2004 2003
------------ -----------
Additions:
Investment income:
Net realized and unrealized gain on Engineered
Support Systems, Inc. common stock $ 3,424,484 $26,949,263
Net appreciation from common collective trusts 615,401 389,959
Net appreciation (depreciation) from registered
investment companies 3,703,275 4,765,227
Interest and dividend income 497,307 381,092
------------ -----------
8,240,467 32,482,541
------------ -----------
Contributions:
Participant 5,230,952 2,463,296
Employer 5,254,044 2,214,705
------------ -----------
10,484,996 4,678,001
------------ -----------
Transfers:
Transfer in from Radian Inc.
401(K) Employee Retirement Plan 10,431,395
Transfer in from Universal Power Systems, Inc.
401(K) Retirement Plan 635,561
Transfer in from TAMSCO
Tax Deferred Retirement Plan 9,467,438 -
Transfer in from Engineered Environments, Inc.
401(K) Retirement Plan 1,097,645 -
------------ -----------
10,565,083 11,066,956
------------ -----------
Deductions:
Benefits paid to participants (11,142,832) (7,977,798)
Plan Expenses (7,311) -
------------ -----------
Total deductions (11,150,143) (7,977,798)
------------ -----------
Net increase 18,140,403 40,249,700
Net Assets Available for Plan Benefits:
Beginning of Year 89,486,503 49,236,803
------------ -----------
End of Year $107,626,906 $89,486,503
============ ===========
The accompanying notes are an integral part of the financial statements.
6
NOTES TO FINANCIAL STATEMENTS
Engineered Support Systems, Inc.
Employee Stock Ownership Plan
December 31, 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Engineered Support Systems, Inc.
Employee Stock Ownership Plan (the "Plan") are presented on the
accrual basis of accounting, except that benefits due to
participants are recorded as a reduction in net assets available
for Plan benefits when paid.
Investments in the Engineered Support Systems, Inc. (the "Company")
common stock are stated at fair value based on the last reported
sales price on December 31, 2004 and 2003, respectively.
Investments in registered investment companies, including the
Dreyfus Premier Core Bond Fund-Class A, the EuroPacific Growth
Fund, the Alliance Bern Growth & Income Fund-Class A, the Janus
Twenty Fund, the Jennison Growth Fund-Class A, the Jennison Growth
Fund-Class Z, the Dryden Stock Index Fund-Class Z, the INVESCO
Technology Fund II-Investor Shares, the Franklin Small Cap Growth
Fund II, the Jennison US Emerging Growth Fund-Class A, and the
Jennison US Emerging Growth Fund-Class Z, are stated at the fair
value of the underlying portfolio of securities, as determined by
the respective manager. Investments in common collective trusts
including the Prudential Stable Value Fund (managed by Wells Fargo
Bank Minnesota, N.A.) are stated at the fair value of the
underlying portfolio of securities, as determined by the respective
manager.
Interest income is recorded on the accrual basis. Dividend income
is recorded on the ex-dividend date. Net realized appreciation or
depreciation on security transactions represent the difference
between proceeds received and cost. The Plan presents in the
Statement of Changes in Net Assets Available for Plan Benefits the
net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Investments are exposed to various risks, such as interest rate,
market and credit risk. Due to the level of risk associated with
certain investments and the level of uncertainty related to changes
in the value of investments, it is at least reasonably possible
that changes in risks in the near-term could materially affect the
amounts reported in the Statement of Net Assets Available for Plan
Benefits.
Participant loans are valued at their outstanding principal amount.
These notes bear interest at a rate equal to the prime interest
rate as of the effective date of the loan plus one percentage
point.
Administrative expenses of the Plan are paid by the Company or are
taken from balances available in the Plan forfeiture account.
The preparation of these financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of net assets and changes in net assets
during the reporting period. Actual results could differ from these
estimates.
7
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a combined 401(k) savings plan and a payroll-based
employee stock ownership plan covering salaried employees and all
non-salaried employees not otherwise covered by a collective
bargaining agreement of the Company's following wholly-owned
subsidiaries: Engineered Air Systems, Inc., Engineered Specialty
Plastics, Inc., Engineered Coil Company, d/b/a Marlo Coil, Keco
Industries, Inc., Engineered Electric Company, d/b/a Fermont,
Radian, Inc., Universal Power Systems, Inc., Technical and
Management Services Corp., and Engineered Environments, Inc.
Eligible employees age 21 may enroll in the Plan. Upon enrollment,
participants may elect to defer from 1% to 50% of their
compensation in the Plan, up to a maximum of $13,000 for the year
ended December 31, 2004 and $12,000 for the year ended December 31,
2003 as adjusted annually by the Internal Revenue Service. For the
years ended December 31, 2004 and 2003, additional catch up
contributions in the amounts of $3,000 and $2,000, respectively,
could be made by participants age 50 or older.
Contributions under the Plan consist of the following:
1. The amount of the salary deferrals of all Plan participants (the
participant contribution).
2. The Company's discretionary contribution (the employer discretionary
contribution). In 2004, the Company's discretionary contribution was
equal to 4.2% of eligible earnings.
3. The Company's matching contribution of no less than 25% of each
employee's contribution up to a maximum of 6% of the employee's
earnings (the employer matching contribution).
All participant contributions are invested at the participant's
discretion in the investment funds offered by the Plan and selected
by the participant. Employee and employer contributions are 100%
vested.
All contributions by the Company are made in the form of Engineered
Support Systems, Inc. common stock.
The Plan allows participants to borrow from existing balances in
their Plan investments. Participant loan balances must not exceed
50% of the participants vested account balance at the date the loan
was processed with a minimum borrowing of $1,000 up to a maximum of
$50,000. These loans are to be repaid with interest over a period
not to exceed five years.
The Plan Administrator is Engineered Support Systems, Inc. acting
through an Administrative Committee to administer the Plan. The
Company bears all expenses of administering the Plan (with the
exception of participant loan fees), including any compensation of
the trustee, Prudential Trust Company. In 2004, the Plan incurred
$7,311 in trustee fees or other administrative expenses. In 2003,
there were no trustee fees or other administrative expenses paid
from Plan assets.
Information about the Plan, including provisions for vesting,
allocation of earnings, withdrawal provisions and the impact of
Plan termination is contained in the Summary Plan Description.
Copies of the Summary Plan Description are available from the
Company.
8
NOTE C--INVESTMENTS
The following schedule presents information regarding assets held for
investments:
December 31, 2004 December 31, 2003
----------------------------- ----------------------------
Fair Value Cost** Fair Value Cost**
------------- ----------- ----------- -----------
Engineered Support Systems, Inc.
common stock, 806,981 and 871,554
shares, respectively *$ 47,789,442 $13,478,857 $47,987,741 $ 8,511,989
Alliance Bern Growth & Income Fund-Class A,
2,491,857 and 2,158,001 shares, respectively * 9,319,547 8,132,245 7,294,042 6,966,172
Janus Twenty Fund, 129,596 and 94,432
shares, respectively * 5,805,889 5,166,113 3,415,606 3,780,388
Dreyfus Premier Core Bond Fund-Class A,
274,466 and 239,337 shares, respectively 4,062,092 4,040,971 3,554,161 3,520,616
EuroPacific Growth Fund,
126,267 and 101,574 shares, respectively * 4,498,894 3,655,386 3,068,556 2,798,081
Franklin Small Cap Growth Fund II,
353,739 and 320,548 shares, respectively 4,188,268 3,457,555 3,417,038 3,005,250
Jennison US Emerging Growth Fund -
Class Z (formerly Class A),
214,884 and 192,630 shares, respectively 3,756,172 3,760,464 2,762,318 2,652,181
Jennison Growth Fund-Class Z, (formerly Class
A), 123,180 and 95,044 shares, respectively 1,794,736 1,800,885 1,241,931 1,142,266
Dryden Stock Index Fund-Class Z,
63,094 and 35,223 shares, respectively 1,701,015 1,499,198 873,188 770,253
INVESCO Technology Fund II,
53,442 and 45,790 shares, respectively 1,359,568 1,199,187 1,126,896 1,008,466
Prudential Stable Value Fund
471,136 and 327,872 shares, respectively * 16,636,950 15,855,508 11,167,161 10,757,310
Participant loans with remaining
maturities of 1 month to 5 years bearing
interest rates ranging from 4.00% to 10.50% at
December 31, 2004 and from 5.00% to 10.50%
at December 31, 2003 2,401,337 2,401,337 1,858,202 1,858,202
------------ ----------- ----------- -----------
Total $103,313,910 $64,447,706 $87,766,840 $46,771,174
============ =========== =========== ===========
* Represents investments that are greater than 5% of plan assets at the beginning of the plan year.
** Represents historical cost.
Engineered Support Systems, Inc. common stock includes both participant-directed and nonparticipant-directed
investments. The nonparticipant-directed portion has a cost of $10,374,768 and a current value of $36,790,046. All
other investments are solely participant-directed. (See Note D)
9
During 2004 and 2003, the Plan's investments (including investments
bought, sold, and held during the year) appreciated (depreciated)
in value as follows:
2004 2003
---- ----
Engineered Support Systems, Inc. Common Stock 3,424,484 26,946,263
Common Collective Trust 615,401 389,959
Registered Investment Companies 3,703,275 4,765,227
--------- ----------
7,743,160 32,101,449
========= ==========
NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of
the changes in net assets relating to nonparticpant-directed
investments, all of which represent investments in Engineered
Support Systems, Inc. common stock, at and for the year ended
December 31, 2004 and 2003 is as follows:
Year Ended December 31
----------------------
2004 2003
---- ----
Net Assets at Beginning of Year $ 38,143,219 $ 18,604,226
Contributions 5,254,044 2,214,705
Investment Income 2,545,031 20,437,071
Benefits Paid to Participants (4,558,895) (3,151,844)
Transfers (to)from Participant-Directed Investments (280,357) (39,061)
------------ ------------
Net Assets at End of Year $ 41,103,042 $ 38,143,219
============ ============
2004 2003
---- ----
Engineered Support Systems, Inc. Common Stock $ 36,790,046 $ 36,423,556
Employer Contribution Receivable 4,312,996 1,719,663
------------ ------------
Net Assets at End of Year $ 41,103,042 $ 38,143,219
============ ============
NOTE E - CHANGES IN THE PLAN
Effective April 10, 2003, the Plan was amended to allow forfeitures
to offset administrative expenses of the Plan in addition to
reducing employer contributions. Effective January 1, 2004, the
Plan was amended to provide eligibility for those employees age 21
or older without any waiting period, previously a ninety (90) day
period of service was required. Also effective January 1, 2004, the
Plan was amended to allow Plan participants with two (2) years of
service as a participant to direct company contributed Engineered
Support System, Inc. common stock into other investment choices
within the Plan. Effective May 1, 2004, the Plan was amended to
allow for hardship withdrawals. Effective November 1, 2004, the
Plan was amended to limit loan repayments to five (5) years,
previously twenty (20) years were allowed for the purchase of a
primary residence.
On May 10, 2002, the Company acquired all of the outstanding common
stock of Radian, Inc. (Radian). Radian had previously sponsored the
Radian Inc. 401(k) Employment Retirement Plan, a qualified defined
contribution plan which last received a favorable determination
letter from the Internal Revenue Service in June 2002. As of June
30, 2003, the Radian, Inc. 401(k) Employee Retirement Plan had net
assets available for plan benefits totaling $10,431,395. Effective
July 1, 2003, the Radian Inc. 401(k) Employment Retirement Plan was
merged into the Plan.
10
On June 27, 2002, the Company acquired all of the outstanding common stock
of Universal Power Systems, Inc. (UPSI). UPSI had previously sponsored the
Universal Power Systems, Inc. 401(k) Retirement Plan, a qualified defined
contribution plan which last received a favorable determination letter from
the Internal Revenue Service in September 2001. As of June 30, 2003, the
Universal Power Systems, Inc. 401(k) Retirement Plan had net assets
available for plan benefits totaling $635,561. Effective July 1, 2003, the
Universal Power Systems, Inc. 401(k) Retirement Plan was merged into the
Plan.
On April 15, 2003, Engineered Specialty Plastics, Inc. was sold to a private
equity group and that subsidiary's participation in the Plan ceased at that
time.
On May 1, 2003, the Company acquired all of the outstanding common
stock of Technical and Management Services Corp. (TAMSCO). TAMSCO
had previously sponsored the TAMSCO Tax Deferred Retirement Plan, a
qualified defined contribution plan which last received a favorable
determination letter from the Internal Revenue Service in October
2002. As of March 31, 2004, the TAMSCO Tax Deferred Retirement Plan
had net assets available for plan benefits totaling $9,467,438.
Effective April 1, 2004, the TAMSCO Tax Deferred Retirement Plan
was merged into the Plan.
On September 24, 2003, the Company acquired all of the outstanding
common stock of Engineered Environments, Inc. (EEI). EEI had
previously sponsored the Engineered Environments, Inc. 401(K) Plan,
a qualified defined contribution plan which last received a
favorable determination letter from the Internal Revenue Service in
January 1997. As of July 31, 2004, the Engineered Environments,
Inc. 401(K) Plan had net assets available for plan benefits
totaling $1,097,645. Effective August 1, 2004, the Engineered
Environments, Inc. 401(K) Plan was merged into the Plan.
Plan mergers of qualified defined contribution plans associated
with the acquisitions of Prospective Computer Analysts (PCA),
Spacelink International, and Mobilized Systems Inc. (MSI) are
occurring during the 2005 Plan year.
NOTE F - FEDERAL INCOME TAX STATUS
The Plan received a favorable letter of determination from the
Internal Revenue Service dated May 23, 2002 indicating compliance
with section 401(a) of the Internal Revenue Code and exemption
under the provisions of section 501(a). Therefore, it is the
opinion of the Plan Administrator that, as of December 31, 2004,
the Plan is in compliance with section 401(a) of the Internal
Revenue Code and is exempt under the provisions of section 501(a).
Thus, provision for a federal income tax is not required in the
accompanying financial statements.
Participants are not subject to federal income tax on amounts
contributed to their accounts under the 401(k) provisions of the
Plan, or on earnings attributable to such contributions, until such
time as these amounts are distributed to or withdrawn by the
participants.
NOTE G - RELATED PARTY AND PARTY-IN-INTEREST
The Company, as Plan administrator and sponsor, is a related party
to the Plan. At December 31, 2004 and 2003, the Plan held shares of
Company common stock with a market value of $47,789,442 and
$47,987,741, respectively. For the year ended December 31, 2004,
the Plan purchased $6,928,257 and sold $10,551,775 of Company
common stock. For the year ended December 31, 2003, the Plan
purchased $4,397,354 and sold $6,368,052 of Company common stock.
11
Prudential Trust Company as Trustee of the Plan's assets is a
party-in-interest as defined by ERISA. For Plan assets managed by
Prudential, with the exception of the Stable Value Fund, the Plan
held $7,251,923 of investment funds and short-term investments at
December 31, 2004 and $4,877,437 of investment funds and short-term
investments at December 31, 2003.
These transactions are exempt party-in-interest transactions under
Section 408 (b) (8) of the ERISA statutes.
NOTE H - SUBSEQUENT EVENTS
The Plan was restated January 1, 2005 to incorporate the 13
(thirteen) amendments into the Plan document. The Plan was further
amended to:
o Include SEI employees hired on or after January 1, 2005 as eligible to
participate in the Plan,
o Change the name of the Plan to Engineered Support Systems, Inc. 401(k)
and Employee Stock Ownership Plan,
o Provide rollover IRAs for small balance cash-outs for terminated employees,
o Permit pass-through of dividends on employer securities, and
o Eliminate the two years of plan participation previously required to
diversify employer contributions made in Company stock.
12
Engineered Support Systems, Inc.
Employee Stock Ownership Plan
Schedule I
Schedule of Assets (Held at End of Year)
At December 31, 2004
(c)
Description of
Investment Including
(b) Maturity Date,
Identity of Issue, Rate of Interest,
Borrower, Lessor or Collateral, Par, (d) (e)
(a) Similar Party or Maturity Value Cost** Current Value
------------------------------------------------------------------------------------------------------------------------------
* Engineered Support Systems, Inc. (1) Common Stock $.01 par value $13,478,857 $ 47,789,442
Prudential Stable Value Fund Common Collective Trust 15,855,508 16,636,950
Alliance Bern Growth & Income Fund- Large-cap value equity mutual
Class A fund 8,132,245 9,319,547
Janus Twenty Fund Large-cap growth equity mutual
fund 5,166,113 5,805,889
Dreyfus Premier Core Bond Intermediate-term bond mutual
Fund - Class A fund 4,040,971 4,062,092
EuroPacific Growth Fund Non-U.S. equity mutual fund 3,655,386 4,498,894
Franklin Small Cap Growth Small-cap growth equity fund
Fund II 3,457,555 4,188,268
* Jennison US Emerging Growth Mid-cap growth equity mutual
Fund-Class Z (formerly A) fund 3,760,464 3,756,172
* Jennison Growth Fund- Large-cap growth equity mutual
Class Z (formerly A) fund 1,800,885 1,794,736
* Dryden Stock Index Fund Z Large-cap blend equity mutual
Fund 1,499,198 1,701,015
INVESCO Technology Fund II Technology equity mutual fund 1,199,187 1,359,568
* Participant Loans Loans to Plan participants bearing
interest rates from 4.00% to
10.50% with remaining maturities
of 1 month to 5 years 2,401,337 2,401,337
----------- ------------
Total 64,447,706 103,313,910
=========== ============
* Investments represent allowable transactions with a party-in-interest.
**Value represents historical cost.
(1) The nonparticipant-directed portion has a cost of $10,374,768 and a
current value of $36,790,046.
13
Engineered Support
Employee Stock Ownership Plan
Schedule II
Schedule of Reportable Transactions (1)
Year Ended December 31, 2004
(f) Expense (h) Current value (i) Net
(a) Identity of (b) Description (c) Purchase (d) Selling (e) Lease incurred with (g) Cost of asset on gain or
party involved of asset price price rental transaction of asset transaction date (loss)
-----------------------------------------------------------------------------------------------------------------------------------
Individual
Transactions:
Prudential
Investments Pru Stable Value
Fd 65 $ 5,921,164 $ - $ - $ - $5,921,164 $ 5,921,164 $ -
Series of
Transactions:
Engineered Common stock, $ 6,929,041 $ - $ - $ - $6,929,041 $ 6,929,041 $ -
Support $.01 par value
Systems, Inc. per share
Engineered Common stock, $ - $10,551,824 $ - $ - $4,182,500 $10,551,824 $6,369,324
Support $.01 par value
Systems, Inc. per share
Prudential
Investments Jennison US $ 1,199,541 $ - $ - $ - $1,199,541 $ 1,199,541 $ -
Emerg Grow A
Prudential Jennison US $ - $ 4,551,217 $ - $ - $3,849,403 $ 4,551,217 $ 701,814
Investments Emerg Grow A
Prudential
Investments Pru Stable Value $ 9,398,782 $ - $ - $ - $9,398,782 $ 9,398,782 $ -
Fd 65
Prudential Pru Stable Value $ - $ 4,544,395 $ - $ - $4,388,627 $ 4,544,395 $ 155,768
Investments Fd 65
(1) Transactions or series of transactions in excess of five percent of the
current value of the Plan's assets as of the beginning of the Plan Year, as
defined in 29 CFR Section 2520.103-6 of the Department of Labor Rules &
Regulations for Reporting and Disclosure under ERISA.
14
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-14504) of Engineered
Support Systems, Inc. of our report dated June 28, 2005 relating to
the financial statements and supplemental schedules of the
Engineered Support Systems, Inc. Employee Stock Ownership Plan,
which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
June 28, 2005
15