UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

UNIFI, INC.

(Exact name of registrant as specified in its charter)

New York (State of Incorporation)		1-10542 (Commission File Number)		11-2165495 (IRS Employer Identification No.)

7201 West Friendly Avenue
Greensboro, North Carolina 27410
(Address of principal executive offices, including zip code)

(336) 294-4410
(Registrant’s 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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On April 30, 2009, Unifi, Inc. (the “Registrant”) issued a press release announcing its preliminary operating results for its third fiscal quarter ended March 29, 2009, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE.

     On April 30, 2009, the Registrant will host a conference call to discuss its preliminary operating results for its third fiscal quarter ended March 29, 2009. The slide package prepared for use by executive management for this presentation is attached hereto as Exhibit 99.2. All of the information in the presentation is presented as of April 30, 2009, and the Registrant does not assume any obligation to update such information in the future.

     The information included in the preceding paragraph, as well as the exhibit referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 8.01. OTHER EVENTS.

     On April 30, 2009, the Registrant issued a press release announcing its preliminary operating results for its third fiscal quarter ended March 29, 2009, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO.				DESCRIPTION OF EXHIBIT
	99.1			Press Release dated April 30, 2009 with respect to the Registrant’s preliminary operating results for its fiscal quarter ended March 29, 2009.
	99.2			Slide Package prepared for use in connection with the Registrant’s conference call to be held on April 30, 2009.

SIGNATURES

     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 hereunto duly authorized.

Dated: April 30, 2009

INDEX TO EXHIBITS

EXHIBIT NO.				DESCRIPTION OF EXHIBIT
	99.1			Press Release dated April 30, 2009 with respect to the Registrant’s preliminary operating results for its fiscal quarter ended March 29, 2009.
	99.2			Slide Package prepared for use in connection with the Registrant’s conference call to be held on April 30, 2009.

Exhibit 99.1

For more information, contact:
Ronald L. Smith
Chief Financial Officer
(336) 316-5545

Unifi Announces Third Quarter Results

     GREENSBORO, N.C. — April 30, 2009 — Unifi, Inc. (NYSE:UFI) today released preliminary operating results for its third fiscal quarter ended March 29, 2009.

     Net sales for the current quarter were $119.1 million, which represents a $50.7 million decrease from net sales of $169.8 million for the prior year March quarter. Net sales were negatively impacted by the cumulative effect of year-over-year declines in retail sales since October 2008 caused by the global recession. Volume was further impacted by reduced production levels throughout the textile supply chain as excess inventory was depleted.

     For the March quarter, net loss was $33.0 million or $0.53 per share, which compares to net income of $12 thousand in the prior March quarter. Results for the current quarter were negatively impacted by a non-cash charge of $18.6 million to write-off the carrying value of goodwill associated with the Company’s acquisition of Dillon Yarns in 2007. The decrease in the current quarter was also related to the utilization of higher priced raw materials from the December quarter and the impact of unabsorbed converting costs associated with reduced production volume.

     Cash-on-hand at the end of the March 2009 quarter was $23.5 million, which is an increase of $10.9 million from cash-on-hand at the end of the December 2008 quarter and is a result of aggressive working capital management both domestically and in Brazil. Total cash and cash equivalents at the end of March, including restricted cash, were $39.5 million compared to $32.4 million at the end of December. At the end of the March quarter, long-term debt was $192.0 million, and there were no borrowings under the Company’s bank credit facility.

-continued-

Unifi Announces Third Quarter Results — page 2

     As previously announced on April 3^rd, the Company successfully completed the tender offer for $8.8 million aggregate principal amount of its 11.5% senior secured notes due in 2014. Additionally, on March 31, 2009, the Company announced it closed on the sale and, subsequent to quarter end, received $9 million in proceeds related to its 50% ownership interest in Yihua Unifi Fibre Industry Co., Ltd., the Company’s former joint venture in China with Sinopec Yizheng Chemical Fiber Co., Ltd.

     “Retail sales in our primary end-use segments remained soft in the March quarter and the impact on our demand was compounded by the retail supply chain working through its excessive inventory levels,” said Ron Smith, Chief Financial Officer for Unifi. “Accordingly, the Company focused much of its efforts during the quarter on liquidity and cash generation, freeing up $25.5 million of working capital committed to inventory through decreased raw material purchases and production levels well below sales volumes. The Company was also able to begin recapturing lost conversion margin from 2008, as raw material prices returned to more normalized levels.”

     Net sales for the first nine months of fiscal 2009 were $413.8 million compared to net sales of $523.7 million for the prior year period. Net loss for the first nine months of fiscal 2009 was $42.7 million or $0.69 per share compared to a net loss of $16.9 million or $0.28 per share for the same prior year period.

     Bill Jasper, President and CEO of Unifi, said, “As anticipated, the March quarter was a challenging one, as we continued to manage through a weak market. However, by staying focused on the continuous improvement of our costs and operational efficiencies, market share growth and product mix enhancements, we have achieved fundamental improvements in our underlying business. When combined, we have realized annualized savings of more than $25 million from these initiatives, thereby substantially reducing the volume levels required to operate our business profitably, once economic conditions improve. In this difficult environment, we will continue managing our cash, and we anticipate further balance sheet improvements in the

-continued-

Unifi Announces Third Quarter Results — page 3

upcoming quarters. We expect this recession will be long and the recovery will be slow, but we have positioned ourselves well and are in a much better position to weather the storm than we were just a year ago. We expect to see gradual improvement in our business through the current quarter and the first half of our 2010 fiscal year. We will stay the course and remain committed as an organization to operational excellence, margin improvement, global growth and the on-going development and commercialization of new and innovative products.”

     Unifi, Inc. (NYSE: UFI) is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company adds value to the supply chain and enhances consumer demand for its products through the development and introduction of branded yarns that provide unique performance, comfort and aesthetic advantages. Key Unifi brands include, but are not limited to: AIO^® — all-in-one performance yarns, SORBTEK^®, A.M.Y.^®, MYNX^® UV, REPREVE^®, REFLEXX^®, MICROVISTA^® and SATURA^®. Unifi’s yarns and brands are readily found in home furnishings, apparel, legwear, and sewing thread, as well as industrial, automotive, military, and medical applications. For more information about Unifi, visit www.unifi.com, or to learn more about REPREVE^®, visit the new website www.repreve.com.

###

Financial Statements to Follow

Unifi Announces Third Quarter Results — page 4

UNIFI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In Thousands Except Per Share Data)

		For the Quarters Ended								For the Nine-Months Ended
		March 29, 2009				March 23, 2008				March 29, 2009				March 23, 2008
Summary of Operations:
Net sales		$	119,094			$	169,836			$	413,830			$	523,741
Cost of sales			118,722				156,404				397,721				490,996
Restructuring charges (recoveries)			293				(2,199	)			293				4,638
Write down of long-lived assets			—				—				—				2,780
Goodwill impairment			18,580				—				18,580				—
Selling, general & administrative expenses			9,507				10,080				29,356				36,542
Provision for bad debts			735				87				1,794				152
Other operating (income) expense, net			(89	)			(897	)			(5,862	)			(4,087	)
Non-operating (income) expense:
Interest income			(656	)			(651	)			(2,249	)			(2,231	)
Interest expense			5,879				6,308				17,592				19,598
Equity in earnings of unconsolidated affiliates			(825	)			(757	)			(4,469	)			(914	)
Write down of investment in unconsolidated affiliates			—				—				1,483				4,505
Income (loss) from continuing operations before income taxes			(33,052	)			1,461				(40,409	)			(28,238	)
Provision (benefit) from income taxes			(101	)			1,394				2,398				(11,294	)
Income (loss) from continuing operations			(32,951	)			67				(42,807	)			(16,944	)
Income (loss) from discontinued operations, net of tax			(45	)			(55	)			67				22
Net income (loss)		$	(32,996	)		$	12			$	(42,740	)		$	(16,922	)
Loss per common share (basic and diluted):
Net loss — continuing operations		$	(0.53	)		$	—			$	(0.69	)		$	(0.28	)
Net loss — discontinued operations			—				—				—				—
Net loss — basic and diluted		$	(0.53	)		$	—			$	(0.69	)		$	(0.28	)
Weighted average basic and diluted shares outstanding			62,057				60,589				61,740				60,560

-continued-

Unifi Announces Third Quarter Results — page 5

UNIFI, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)

		March 29, 2009				June 29, 2008
		(Unaudited)
Assets
Cash and cash equivalents		$	23,544			$	20,248
Receivables, net			71,498				103,272
Inventories			101,583				122,890
Deferred income taxes			1,474				2,357
Assets held for sale			1,700				4,124
Investment in unconsolidated affiliate			9,000				—
Restricted cash			14,585				9,314
Other current assets			4,946				3,693
Total current assets			228,330				265,898
Property, plant and equipment, net			159,302				177,299
Investments in unconsolidated affiliates			62,067				70,562
Restricted cash			1,394				26,048
Goodwill			—				18,579
Intangible assets, net			18,465				20,386
Other noncurrent assets			13,737				12,759
		$	483,295			$	591,531
Liabilities and Shareholders’ Equity
Accounts payable		$	24,904			$	44,553
Accrued expenses			20,361				25,531
Income taxes payable			7				681
Current maturities of long-term debt and other current liabilities			6,119				9,805
Total current liabilities			51,391				80,570
Long-term debt and other liabilities			193,389				204,366
Deferred income taxes			413				926
Shareholders’ equity			238,102				305,669
		$	483,295			$	591,531

-continued-

Unifi Announces Third Quarter Results — page 6

UNIFI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Amounts in Thousands)

		For the Nine-Months Ended
		March 29, 2009				March 23, 2008
Cash and cash equivalents at beginning of year		$	20,248			$	40,031
Operating activities:
Net loss			(42,740	)			(16,922	)
Adjustments to reconcile net loss to net cash provided by (used in) continuing operating activities:
Income from discontinued operations			(67	)			(22	)
Earnings of unconsolidated equity affiliates, net of distributions			(1,585	)			262
Depreciation			21,954				27,568
Amortization			3,289				3,486
Stock-based compensation expense			1,033				724
Deferred compensation recovery, net			(50	)			(425	)
Net gain on asset sales			(5,865	)			(1,872	)
Non-cash effect of goodwill impairment			18,580				—
Non-cash write down of long-lived assets			—				2,780
Non-cash write down of investment in unconsolidated affiliate			1,483				4,505
Non-cash portion of restructuring charges			293				4,638
Deferred income tax benefit			(77	)			(14,951	)
Provision for bad debts			1,794				152
Other			306				(263	)
Change in assets and liabilities, excluding effects of acquisitions and foreign currency adjustments			6,258				(11,083	)
Net cash provided by (used in) continuing operating activities			4,606				(1,423	)
Investing activities:
Capital expenditures			(10,918	)			(7,310	)
Acquisition			(500	)			—
Change in restricted cash			14,035				(12,338	)
Proceeds from sale of capital assets			6,959				15,797
Proceeds from sale of equity affiliate			—				8,750
Collection of notes receivable			1				269
Split dollar life insurance premiums			(217	)			(217	)
Other			—				(793	)
Net cash provided by investing activities			9,360				4,158
Financing activities:
Borrowings of long-term debt			14,600				—
Payments of long-term debt			(22,199	)			(16,000	)
Proceeds from stock option exercises			3,830				—
Other			(343	)			(2,142	)
Net cash used in financing activities			(4,112	)			(18,142	)
Cash flows of discontinued operations:
Operating cash flow			(308	)			(230	)
Net cash used in discontinued operations			(308	)			(230	)
Effect of exchange rate changes on cash and cash equivalents			(6,250	)			1,793
Net increase (decrease) in cash and cash equivalents			3,296				(13,844	)
Cash and cash equivalents at end of period		$	23,544			$	26,187

-continued-

Unifi Announces Third Quarter Results — page 7

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

     Certain statements included herein contain forward-looking statements within the meaning of federal security laws about Unifi, Inc.’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

     Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, availability, sourcing and pricing of raw materials, the success of our subsidiaries, pressures on sales prices and volumes due to competition and economic conditions, reliance on and financial viability of significant customers, operating performance of joint ventures, alliances and other equity investments, technological advancements, employee relations, changes in construction spending, capital expenditures and long-term investments (including those related to unforeseen acquisition opportunities), continued availability of financial resources through financing arrangements and operations, outcomes of pending or threatened legal proceedings, negotiation of new or modifications of existing contracts for asset management and for property and equipment construction and acquisition, regulations governing tax laws, other governmental and authoritative bodies’ policies and legislation, and proceeds received from the sale of assets held for disposal. In addition to these representative factors, forward-looking statements could be impacted by general domestic and international economic and industry conditions in the markets where the Company competes, such as changes in currency exchange rates, interest and inflation rates, recession and other economic and political factors over which the Company has no control. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

-end-

Exhibit 99.2

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Unifi, Inc.

Third Quarter Ended
March 29, 2009

Conference Call

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Cautionary Statement

Certain statements included herein contain forward-looking statements within the meaning of federal security laws about Unifi, Inc.’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, availability, sourcing and pricing of raw materials, the success of our subsidiaries, pressures on sales prices and volumes due to competition and economic conditions, reliance on and financial viability of significant customers, operating performance of joint ventures, alliances and other equity investments, technological advancements, employee relations, changes in construction spending, capital expenditures and long-term investments (including those related to unforeseen acquisition opportunities), continued availability of financial resources through financing arrangements and operations, outcomes of pending or threatened legal proceedings, negotiation of new or modifications of existing contracts for asset management and for property and equipment construction and acquisition, regulations governing tax laws, other governmental and authoritative bodies’ policies and legislation, and proceeds received from the sale of assets held for disposal. In addition to these representative factors, forward-looking statements could be impacted by general domestic and international economic and industry conditions in the markets where the Company competes, such as changes in currency exchange rates, interest and inflation rates, recession and other economic and political factors over which the Company has no control. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Income Statement Highlights

(Amounts in thousands)

		For the Quarters Ended
		March 2009				March 2008
Net sales from continuing operations		$	119,094			$	169,836
Income (loss) from continuing operations before income taxes			(33,052	)			1,461
Income (loss) from continuing operations			(32,951	)			67
Selling, general and administrative expense			9,507				10,080
Interest expense			5,879				6,308
Depreciation and amortization expense			6,984				9,589
Net income (loss)			(32,996	)			12

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Income Statement Highlights

(Amounts in thousands)

		For the Nine-Months Ended
		March 2009				March 2008
Net sales from continuing operations		$	413,830			$	523,741
Loss from continuing operations before income taxes			(40,409	)			(28,238	)
Loss from continuing operations			(42,807	)			(16,944	)
Selling, general and administrative expense			29,356				36,542
Interest expense			17,592				19,598
Depreciation and amortization expense			24,375				30,182
Net loss			(42,740	)			(16,922	)

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Volume and Pricing Highlights

(Amounts in thousands, except percentages)

		For the Quarter Ended								For the Quarter Ended
		March 2009 as Compared								March 2009 as Compared
		to March 2008								to December 2008
		Volume				Price				Volume				Price
Polyester			-27.8	%			-4.5	%			-2.3	%			-6.7	%
Nylon			-21.9	%			-1.0	%			3.2	%			2.7	%
Consolidated			-27.1	%			-2.8	%			-1.7	%			-3.6	%

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Balance Sheet Highlights

(Amounts in thousands, except percentages and days in receivables/payables)

		March				December				September				June
		2009				2008				2008				2008
Cash		$	23,544			$	12,619			$	20,396			$	20,248
Restricted Cash-Domestic			8,809				11,106				14,543				18,246
Restricted Cash-Foreign Deposits			7,170				8,681				12,754				17,116
Short-Term Debt			6,119				6,313				7,651				9,657
Long-Term Debt			192,049				193,747				196,481				201,801
Total Debt		$	198,168			$	200,060			$	204,132			$	211,458
Equity			238,102				270,395				292,979				305,669
Net Working Capital (1)		$	127,854			$	149,848			$	153,642			$	156,469
Days in receivables			54.8				49.8				51.4				49.7
Days in payables			19.1				20.7				23.7				21.4

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Equity Affiliates Highlights

(Amounts in thousands, except percentages)

		Quarter Ended March 2009								Year-To-Date March 2009
		Earnings (Loss)				Distributions				Earnings (Loss)				Distributions
Parkdale America (34%)		$	1,343			$	819			$	5,402			$	2,884
UNF (50%)			(518	)			—				(933	)			—
Total earnings		$	825			$	819			$	4,469			$	2,884

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Adjusted EBITDA Reconciliation
to Pre-Tax Income

(Amounts in thousands)

		Quarters Ended												Year-to-Date
		September 28, 2008				December 28, 2008				March 29, 2009				March 29, 2009
Pre-tax income (loss) from continuing operations		$	1,313			$	(8,670	)		$	(33,052	)		$	(40,409	)
Interest expense, net			5,052				5,068				5,223				15,343
Depreciation and amortization expense			9,758				7,633				6,984				24,375
Equity in earnings of unconsolidated equity affiliates			(3,482	)			(162	)			(825	)			(4,469	)
Non-cash compensation, net of distributions			201				353				339				893
(Gain) loss on sales of PP&E			(315	)			(5,594	)			44				(5,865	)
Hedging (gains) losses			86				(94	)			(8	)			(16	)
Write down of long-lived assets and unconsolidated affiliate			—				1,483				—				1,483
Goodwill Impairment			—				—				18,580				18,580
Restructuring charges			—				—				293				293
Asset consolidation and optimization expense			1,240				2,128				93				3,461
Kinston shutdown expenses			30				—				—				30
Adjusted EBITDA		$	13,883			$	2,145			$	(2,329	)		$	13,699

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Non-GAAP
Financial Measures

Non-GAAP Financial Measures

     Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors.

     Adjusted EBITDA

     Adjusted EBITDA represents pre-tax income before interest expense, depreciation and amortization expense and loss or income from discontinued operations, adjusted to exclude equity in earnings and losses of unconsolidated affiliates, write down of long-lived assets and unconsolidated affiliate, non-cash compensation expense, gains and losses on sales of property, plant and equipment, hedging gains and losses, asset consolidation and optimization expense, goodwill impairment, restructuring charges and Kinston shutdown costs. We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt. We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry and in measuring the ability of “high-yield” issuers to meet debt service obligations.

     We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. Equity in earnings and losses of unconsolidated affiliates is excluded because such earnings or losses do not have an impact on our ability to service our debt. The other items excluded from Adjusted EBITDA are excluded in order to better reflect our continuing operations.

     In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

Unifi, Inc.
Third Qtr. Conf. Call
April 30, 2009

Non-GAAP
Financial Measures — continued

Our Adjusted EBITDA measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

	•		it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
	•		it does not reflect changes in, or cash requirements for, our working capital needs;
	•		it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;
	•		although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements;
	•		it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
	•		it does not reflect the impact of earnings or charges resulting from matters we consider not be indicative of our ongoing operations;
	•		it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
	•		other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

     Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including those under the notes. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.