When Governor Phil Bredesen talks about the benefits of growing a business in Tennessee, people sit up and take notice. As well they should. The governor has an impressive political and educational background. Elected in 2002 after having served two terms as mayor of Nashville, Governor Bredesen holds a degree in physics from Harvard. Just as importantly, he's a businessman with a great track record. Before launching his political career, Governor Bredesen started and ran the Nashville-based HealthAmerica, a New York Stock Exchange-listed health-care company with 6,000 employees. "That background," he says, "gives me a much-heightened sense of the things that are important to business and the decision-making process."

A governor who can talk science, business startups, health-care management, and politics with equal ease is an impressive asset, and Governor Bredesen is also one who's not afraid to roll up his sleeves and do the heavy lifting. Since taking office, he has been Tennessee's leading salesman, aggressively promoting the state's virtues to the outside world. At the same time, he has brought a new approach to the way officials within the state deal with business. To underscore his concerns, he has thrown his weight behind a series of initiatives designed to make Tennessee even more attractive to companies looking to shift or expand their operations.

One of his key initiatives was unveiled in March 2003, when the governor convened the first meeting of his new "Jobs Cabinet," a 12-member body consisting of commissioners from seven state departments plus representatives from higher education and business trade groups. The cabinet currently meets on a regular basis, touring the state and getting the firsthand insights and data needed to carry out its major mandate of helping create and bring new jobs to Tennessee.

In December 2003, Governor Bredesen launched his second major initiative—an executive order that created "FastTrack," a new state service designed to take governmental red tape out of the job-creation business. "In today's competitive global marketplace," Bredesen said at the signing, "businesses and the communities that would benefit from their investment in jobs cannot afford delays by state government to requests for information or assistance. With this executive order, I am directing all state government agencies involved in job growth, including members of my Jobs Cabinet, to work together to provide a more timely response to the needs and demands of businesses wanting to invest in Tennessee jobs."

Thing is, Tennessee is already on a bit of a roll. The state has taken in $9 billion in Japanese investment to date, making it second only to California. More than 159,000 Tennesseans now turn out trucks, automobiles, and parts at state factories, including assembly plants for Saturn, Peterbilt, and Nissan. Bridgestone/Firestone and more than 1,000 auto suppliers operate major facilities in Tennessee. Also, thanks to traffic generated by the homegrown FedEx, Memphis nternational is the No. 1 cargo airport in the world. Tennessee is also building a strong reputation in research and biotechnology. From the Great Smoky Mountains to the Mississippi River, entrepreneurs are making the most of the research capabilities at Oak Ridge National Laboratory (ORNL), Vanderbilt University, St. Jude Children's Research Hospital, and other renowned institutions.

To say that Tennessee is hot would be a major understatement. The state is home to several professional sports franchises, including the Nashville Predators, a National Hockey League expansion team, and two other major-league professional teams—the National Football League's Tennessee Titans and the National Basketball Association's Memphis Grizzlies—which both have shifted their base of operations to the Volunteer State.

Tennessee is now known as the center of the Southern automotive business, a global transportation hub, a magnet for scientific and medical research, and, of course, the home of country music, gospel and the blues. Bottom line: There has never been a better time for businesses to expand, invest, and relocate in Tennessee.

Connected to Everything
Among its various assets, Tennessee has an ideal location, stretching from the Great Smoky Mountains National Park to the downtown Bluffwalk overlooking the Mississippi River in Memphis. A long, skinny state that tilts downward from east to west, it rubs shoulders with eight neighboring states. Longitudinally, the eastern tip lines up with Pittsburgh, the western tip with St. Louis.

The meandering Tennessee River slices the state twice, creating three grand divisions. A leisurely journey by car from Dolly Parton's mountain home in Sevierville to Elvis Presley's Graceland in Memphis crosses some 425 miles of real estate and two time zones. The scenery includes mountain streams for fly fishing and wild enough for Olympic kayaking, the hills and hollows of the Cumberland Plateau, the neatly fenced horse farms of Middle Tennessee, the Natchez Trace Parkway—a laid-back stretch of highway with no billboards and a 50 mph speed limit—and the cotton fields that turn patches of West Tennessee snow-white in October.

Thanks to seven major interstate highways, it's an easy state to navigate by car or to move employees to or from anywhere in the world quickly by plane. Tennessee has six regional airports, including two international airports in Nashville and Memphis that are only 15 minutes from downtown. Memphis is also a hub for Northwest Airlines, with daily direct international service to Amsterdam and nonstop service to 80 destinations in North America.

"From my perspective, Tennessee has always been a great place to start and grow a business," says FedEx founder and CEO Frederick W. Smith. "Its central location is a big distribution plus for FedEx. Its ability to attract millions of dollars in capital investment has contributed to a healthy economy. And its business-friendly government, low taxes, and low cost of living have made it a magnet for both companies and employees."

Tennessee's location—it's at the center of 76% of the major markets in the U.S.—coupled with the Memphis headquarters of FedEx, give the state a big advantage for shipping, logistics, and manufacturing. "Memphis International Airport is one of the leading economic engines of the state, as shown by its $12.9 billion annual impact," says Larry Cox, president of the Memphis and Shelby County Airport Authority. "Its ranking as the No. 1 cargo airport in the world has been a magnet for attracting new business and new jobs to the Mid-South."

The mild climate means there have been very few times the airport has been closed in the FedEx's 30-year history. "The weather is perfect for our operation," says FedEx spokeswoman Kristin Krause. "There's very little snow. Delays are very infrequent. The operation we have in Memphis is able to keep the whole country running."

FedEx, which now has more than 225,000 employees following its recent acquisition of Kinko's and the expansion of its FedEx ground services, connects Tennessee to the world in 24 to 48 hours. The global hub in Memphis allows such FedEx customers as Smith & Nephew, Wright Medical, and Medtronic Sofamor Danek—three companies that make Tennessee the country's No. 1 manufacturer of time-sensitive medical and surgical supplies and orthopedic devices—to drop packages off late at night and have them delivered to their destination the next morning.

Beating the Competition
When Governor Bredesen was mayor of Nashville, he got to know the folks at Dell Computer, based in Round Rock, Texas. The company needed room to expand. "Dell could have opened a second American front anywhere they wanted, and they chose Tennessee," says the governor. "I was deeply involved in that one. I think a lot of people looked at that and said that Dell has some smart people, and if Tennessee is good for them then maybe it's a good place for us."

So it would seem. In 2003, Tennessee beat out several competing states when Louisiana Pacific, a building-products company based in Portland, Ore., and Asurion, a wireless-services company based in Silicon Valley, went looking for new places to hang their hats. Both companies chose Nashville for their new headquarters. "Nashville is an excellent fit for our company as we concentrate on growing our businesses," Louisiana Pacific CEO Mark Suwyn said when announcing the move in September. "It's closer to our mills, customers, and financial shareholders while offering an affordable, good quality of life for our employees and a positive business climate."

The governor and the Tennessee Department of Economic and Community Development (ECD) like to say they are in the service business. The FastTrack program, which will serve as the foundation for the state's future growth, promises to give business prospects a guaranteed three-day turnaround on detailed, specific answers to inquiries and to provide a customized job-training program within five days. "In the business world, time is money, and we recognize that the quicker we can get answers, the quicker we can move forward on job-creation opportunities," says ECD Commissioner Matthew Kisber.

Many companies have settled and expanded in Tennessee in recent years, citing the state's appealing mix of low taxes, a relatively low cost-of-living, mild climate, central location, and opportunities for outdoor recreation. "Tennessee has been a low-cost place for us to operate, especially compared with New York, and it has a good, professional regulatory environment," says Allen Morgan Jr., chairman and CEO of Morgan Keegan, a regional brokerage firm founded in Memphis in 1969 that now has 2,700 employees.

In September 2003, Sanford Inc. announced plans to invest approximately $10 million and hire 45 new people for its Shelbyville facility. Producer of a long line of brand-name writing instruments—Paper Mate, Colorific, Sharpie, Parker, Waterman and Uniball are some of its best known products—the company also operates a manufacturing facility in Lewisburg. "Sanford is an outstanding presence in Tennessee," Governor Bredesen said at the time of the announcement, "and we look forward to working with them as they continue to grow and prosper here."

Attracting talented people to Tennessee has had a magnet effect on others as well. In the governor's words, "getting the talk right" brings more companies to the state and helps Tennessee-based companies expand beyond the state and region. "The people of Tennessee have given us the foundation to grow from a bank that started with eight people in Memphis in 1864 to the national company we are today, with 12,000 people working in 42 states," says Ken Glass, chairman and CEO of First Tennessee National. The company plans to change its name this year to First Horizon National signaling its broader focus.

Tennessee's business climate, skilled workforce and regulatory environment appealed to AIG American General, the nation's second-largest life insurer, which now employs 1,000 people in the state. In addition to Louisiana Pacific and Asurion, four other companies moved their corporate headquarters to Nashville last year. Other major cities in the state—including Knoxville, Chattanooga, and Clarksville—have also recently welcomed new businesses. Another one of Governor Bredesen's new initiatives, which is aimed at revitalizing the state's rural areas, promises to bring prosperity to all 95 counties.

The Right Stuff
Tennessee has the combination of brainpower, logistics, and transportation facilities needed to transform entrepreneurial dreams into reality. "Biotechnology is a good example of investing in something where we really think we have some underlying strengths," says Governor Bredesen.

Others share his beliefs. The explosion in for-profit health care since the 1970s traces its epicenter to Nashville. Since then, the health care industry has spawned companies across Tennessee, and has shaped not only the local economy but also the national and international healthcare landscapes. Often called the "Silicon Valley of Health Care," the Middle Tennessee area is home to such companies as American Healthways, AmSurg, Caremark, Community Health Systems, HCA Inc., LifePoint Hospitals, Renal Care Group, and many others.

Auxiliary industries, such as medical instruments and pharmaceuticals, have sprung up around the health-care powerhouse; and a strong professional services infrastructure supports the health care community in Tennessee, offering expertise in such areas as accounting, architecture, banking, and law. The state also sports world-renowned academic and research institutions, including Vanderbilt University and Medical Center, Meharry Medical College, St. Jude Children's Research Hospital and the University of Tennessee Medical School. At the moment, the Memphis Biotech Foundation is teaming proven entrepreneurs with venture capitalists and researchers at the University of Tennessee Health Sciences Center, the University of Memphis, and St. Jude Children's Research Hospital to develop a 1.2-million-square-foot campus-style research and development park.

"This is an industry where you can't recruit yourself," says Dr. Steven Bares, president and executive director of the foundation. "You've got to compete on a world scale. You can't just be better than the next state over—you've got to be world class." Oak Ridge National Laboratory, which does more privately funded research than MIT, fits that description. So does St. Jude Children's Research Hospital, a world leader in pediatric cancer treatment and research; Vanderbilt University in Nashville; and the University of Tennessee in Knoxville.

King Pharmaceuticals has prospered since beginning operations in Bristol, in East Tennessee, with 145 employees in 1994. King purchased an existing facility at that point and took over contracts to make prescription products. Revenues, which amounted to $13 million in 1994, increased to $1.5 billion in 2003, and the company now has 600 employees in Bristol. "One of the most important reasons King chose Tennessee for its headquarters is the people," says Kyle P. Macione, president. "A strong fundamental work ethic is extremely important in the pharmaceutical industry and ensures that our products reach the public with the highest degree of consumer confidence."

Jobs: The Auto Motive
Probably no industry illustrates the magnet effect of Tennessee's location and workforce better than automotive manufacturing, which was a modest activity in the state 25 years ago. Today, Tennessee has four assembly plants, making it the center of a Southern manufacturing region in which one-third of all U.S.-made cars and lightweight trucks are produced. Nissan, Toyota, and Saturn all have a large and growing presence in Tennessee.

"Before the auto industry came to Tennessee in 1980, we were the third-poorest state," says U.S. Senator Lamar Alexander, who served as governor of Tennessee from 1979 to 1986. "Only Mississippi and Arkansas were below us in family income. The automakers wanted just-in-time, quality auto-parts suppliers close by. To attract them, we built the best four-lane highway system in America. As a result, and as a result of our central location, the number of auto-parts suppliers in our state grew from a couple of dozen to at least 900."

Auto-parts plants often settled in smaller communities such as Shelbyville, Rogersville, and Lexington, usually adding 100 to 300 jobs paying $30,000 to $50,000 a year with good benefits. Every engine that goes into a Nissan manufactured or assembled in North America is made in Decherd, in Middle Tennessee. For eight years in a row, the Nissan plant in Smyrna—where the company builds the Maxima and Altima sedans, Frontier truck, and Xterra SUV—has been ranked by the Harbour Group consulting firm as the most productive manufacturing facility in North America.

This year, Toyota Motor Manufacturing North America announced that it would build a $124 million engine block assembly plant at its Bodine Aluminum subsidiary in Jackson, in West Tennessee. "Three of our engine plants are in states surrounding Tennessee, so it was a very strategic location for us in terms of our logistics network," says Mike Goss, external affairs manager for Toyota North America. "We found that Tennessee had a very bipartisan effort from members of Congress, as well as the governor's office and local officials in Jackson and Madison County, to work cooperatively to make this happen. We think that's a real strength for the state."

Bodine Aluminum will hire about 200 people from what Goss calls a "strong available workforce in that area." Bridgestone Americas, a subsidiary of the world's largest rubber and tire company, recently consolidated its headquarters operations in Nashville, after looking at proposals from several cities in other states. The company employs 4,700 people in Tennessee, including 900 in Nashville.

As other car companies and auto-parts suppliers relocate to neighboring states, Tennessee finds itself in the enviable position of being a hot state in a hot region. "It was very clear when we conducted an evaluation that Nashville was where we wanted to be," says Bridgestone spokeswoman Chris Karbowiak. "It's centrally located in terms of highways, and it has a talented workforce and a governmental climate that is very favorable to business."

Let Us Entertain You
In sports and entertainment, the Tennessee of today and that of a generation ago are as different as Shania Twain and Minnie Pearl. Tennessee's unmatched musical heritage is symbolized by internationally televised music awards programs and several new facilities. In downtown Nashville, the new Country Music Hall of Fame joins the landmark Ryman Auditorium, former home of the Grand Ole Opry. In Memphis, Beale Street and Graceland have a pair of new partners—the Smithsonian Rock 'n' Soul Museum and the newest addition to the Memphis music scene, Soulsville, which celebrates the classic Stax rhythm-and-blues sound of '60s and '70s artists such as Isaac Hayes, Otis Redding, and Al Green.

"Music is a big, white-collar business," says Janet Miller, senior vice president of economic development for the Nashville Area Chamber of Commerce. "What this means is the William Morris Agency and people driving Porsches and living in million-dollar homes. Music is a much more mainstream business than some in the outside world think. Plus, it gives an authenticity to Nashville that our competitors don't have."

Professional sports have exploded in Tennessee as well. In 1998 the Houston Oilers of the National Football League became the Tennessee Titans. They now play in the Coliseum in Nashville. To say that Tennessee is proud of its Tennessee Titans is an understatement. The Titans are the prize catch of recruiting efforts by the state and the city of Nashville, which built the teama new stadium on the East banks of the Cumberland River across from the Nashville skyline. The investment has paid off as the Titans, led by star players Steve McNair and Eddie George, have made multiple trips to the NFL playoffs, one trip to the Super Bowl, and several appearances on Monday Night Football.

Memphis-based AutoZone, a FORTUNE 500 company that is a retailer of auto parts, put its name and corporate clout behind a new $72 million downtown baseball stadium, AutoZone Park. The Memphis Redbirds, the AAA affiliate of the St. Louis Cardinals, has been among the minor-league leaders in attendance every year since 2000.

More important, the ballpark and surrounding office and apartment developments have directly contributed to a general revival of downtown Memphis as a diverse residential community that offers an urban lifestyle with a view. In 2002, Memphis gained even more momentum when the Vancouver Grizzlies of the National Basketball Association became the Memphis Grizzlies. Under the leadership of owner Michael Heisley and transplanted Tennessean and NBA legend Jerry West, the Grizzlies' general manager, the team will move into the new $200 million FedEx Forum this fall.

In Knoxville, a recent expansion of Neyland Stadium made the home of the University of Tennessee Vols the second-largest college stadium in the country. Other sports for men and women at UT have also prospered, thanks to the generosity of benefactors like Check Into Cash CEO and founder Allan Jones, who donated $4 million to the university last year. Jones began his business, which provides advances on paychecks, in 1993 with one center in Cleveland, Tenn., a city of 109,000 between Knoxville and Chattanooga. Today the company has 1,000 centers in 24 states and employs 3,000 people.

Beyond the playing field, sports talk has become a part of the vocabulary of Governor Phil Bredesen and ECD officials when they sell Tennessee as a good place to do business. Governor Bredesen, who was mayor of Nashville when the Titans came to Music City, likes to talk about "throwing the long ball" when there's a strong prospect at the table or the state has a chance to develop a new industry. The ECD's strategic plan for 2004 is called—what else?—the "Play Book."

As a former chairman of the Finance Committee of the Tennessee House of Representatives, ECD Commissioner Kisber authored most of Tennessee's economic development incentive legislation. "The governor likes to say that a business relocation decision should not be based on incentives, but incentives are deal-closers," says the commissioner. "We have a complement of incentives that allows us to be competitive in almost every opportunity. We also have special assets. More than once a company has told us another state offered more in incentives, but when they looked at the tax burden and ran all the numbers, Tennessee came out ahead."

Some of the specific tax-based and industrial development incentives Commissioner Kisber refers to include the following:

• A tax credit of $2,000 per job for firms that create at least 25 jobs
• A 15-year carry-forward tax credit on jobs, which helps mitigate state taxes in critical early years
• No sales tax on purchases, installation, and repairs of qualified industrial machinery or raw materials for processing
• No state income tax based on wages and no state property tax
• A Tennessee Valley Authority (TVA) revolving loan fund to support business growth and expansion and reliable TVA power supply at moderate cost
• Job-training programs customized to corporate needs.

Facing Up to Challenges
Like any other state, Tennessee can be a challenge for politicians. Native son Albert Gore, a Democrat, lost the state in the 2000 presidential election. Governor Bredesen, also a Democrat, knows a thing or two himself about adjusting to the political climate. His personal learning curve includes having run unsuccessfully for mayor of Nashville and Congress in 1987. Both times he lost to better-known candidates who were lifelong Tennesseans and quick to point out his New York and Massachusetts connections.

When Governor Bredesen ran for mayor again in 1991, he took to joking, "I got here as soon as I could." He won that race, as well as a second term, and served until 1999. In 2002, with Tennessee in a financial bind, the lure of the Bredesen business approach, his success, and integrity proved irresistible to both Democrats and Republicans. Backed by endorsements from almost all of the state's major newspapers, he won the 2002 election for governor.

Governor Bredesen, Commissioner Kisber, cabinet members, and legislative leaders are currently rallying bipartisan support from all stakeholders to attack the hard issues of public education, workers' compensation, and health care. Few states have more clout or knowhow in Washington in key areas of public policy than Tennessee. Senator Lamar Alexander, a former governor of Tennessee, helped bring Saturn to the state and launch the auto-manufacturing boom. He has also been president of the University of Tennessee and Secretary of the U.S. Department of Education. Senate Majority Leader Bill Frist, a physician and a Tennessean, headed a health-care company before going into politics. Former Tennessee Senator Howard Baker, Jr. is U.S. ambassador to Japan.

"Senator Frist is using his influence to put a rapid-response team in Tennessee to help create better jobs," says Senator Alexander. "That should be a great help to Tennesseans, and I will work with Senator Frist and Governor Bredesen on a state summit focusing on jobs."

In his first year in office, Governor Bredesen rallied the state legislature to pass a balanced budget without new taxes or the threat of new taxes, which had brought legions of horn-honking protesters to the state capital the previous year. Tennessee Lieutenant Governor John Wilder, who was elected to the legislature in 1959, calls Governor Bredesen the "best CEO we've had."

Belt-tightening forced Tennessee lawmakers to achieve a balanced budget in 2003 by cutting funds from every area of state government except K-12 education, which was fully funded. "And this year we added new money," notes the governor. "We are walking the walk in education. When push comes to shove, the question is, 'Are you willing to put the muscle and political capital behind public education?' I think Tennessee clearly passes that test."

In higher education, the University of Memphis (one of the six universities run by the state's Board of Regents) and the University of Tennessee in Knoxville rank as the state's top public institutions. Vanderbilt is among the elite in the ranks of private schools, and no community in Tennessee is more than 30 miles from one of the 26 schools in the Tennessee Technology Center network. To encourage students to do well in high school, Tennessee recently instituted a state lottery with proceeds going entirely to fund scholarships for higher education.

Some of the most exciting developments in Tennessee higher education are coming from business partnerships. In 2003, a legendary entrepreneurial company put $5 million in seed money and its name on a new research center at the University of Memphis. At the dedication ceremony, FedEx founder Smith said, "Our challenge is to make sure the FedEx Institute for Technology is to the Mid-South what MIT is to Boston and Stanford is to Silicon Valley."

In East Tennessee, Oak Ridge National Laboratory (where key ingredients used in the first atomic bomb were manufactured some 60 years ago) is teaming up with scientists at the University of Tennessee at Knoxville and the University of Tennessee at Chattanooga. According to Dr. Terry Payne, director of economic development at ORNL, there is more construction going on in 2004 than at any time in the history of Oak Ridge, including World War II. The biggest science project in the country is the U.S. Department of Energy's $1.4 billion Spallation Neutron Source facility at Oak Ridge.

As ORNL has opened its research to the private sector, scientists and businesses attracted to the area have formed a technology corridor stretching to the University of Tennessee and the Knoxville airport, with ripple effects spreading to Chattanooga. To support development, the state government helped finance a laboratory and office for a supercomputer made by Cray Inc. that is being billed as the world's fastest computer.

Even when faced with a tight budget, Governor Bredesen is willing to spend taxpayers' money and his political capital on projects like the Cray supercomputer and the Memphis Biotech Foundation, slated for a $10 million appropriation to get started in 2004. Asked about the possible political ramifications, he gave an answer that could well serve as a guide for CEOs, entrepreneurs and lawmakers in every state: "Bring me a project this exciting in your city, and I'll be right there with you."

Fedex
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with the broadest portfolio of transportation, e-commerce, and document-management services. FedEx is headquartered in Memphis and is the largest employer in the city—as well as in the state of Tennessee. With annual revenues of $25 billion, the company offers integrated business applications through operating companies competing collectively but managed collaboratively, under the respected FedEx and Kinko's brands. Consistently ranked among the world's most admired and trusted employers, FedEx inspires its more than 225,000 employees and contractors to remain "absolutely, positively" focused on safety, the highest ethical and professional standards and the needs of their customers and communities. For more information, visit www.fedex.com.

Bridgestone Americas
Bridgestone Americas Holding Inc. is a dynamic corporation with a passion for quality, innovation, and technical excellence. Based in Nashville, Bridgestone Americas is a subsidiary of the Bridgestone Corp. of Japan, the world's largest tire and rubber company. The company is known worldwide for its Bridgestone and Firestone branded tires.

With more than 50,000 associates and 38 production facilities throughout the Western hemisphere, Bridgestone Americas is a world leader in the manufacture, marketing and sale of tires, commercial roofing materials, air springs, industrial textiles, and polymers. Through its retail company, Bridgestone Americas operates more than 2,200 stores, making it the largest provider of automotive services in the world. Additionally, its family channel includes 2,800 independent retail locations. For more information please visit www.BridgestoneAmericas.com.

Sea Ray
Sea Ray Boats, long considered the quality leader in the pleasure boat industry, calls its world headquarters home in East Tennessee. With its pristine lakes, centralized interstate access, moderate cost of living, and qualified workforce factors, this lush valley has everything an ISO 9002 certified builder could ever need. Precision manufacturing has earned Sea Ray many accolades, including two consecutive J.D. Power & Associates awards for customer satisfaction for its boats produced in East Tennessee. The company is clearly the industry leader in robotic applications and sees investing in automation technology as a means of ensuring consistent manufacturing and quality from boat to boat, which improves the experience of the customer. And, as environmental regulations get tighter, Sea Ray assuredly will not skip a beat due to their major shift toward state-of-the-art closed molding technologies with near-zero emissions.

A.O. Smith Water Products
One of the world's largest manufacturers of residential and commercial water heaters, A.O. Smith Water Products Co. is a division of A.O. Smith Corp. (AOS-NYSE). Water Products Co. is headquartered in Ashland City, Tenn., where it operates the largest of its eight manufacturing facilities. In addition, an A.O. Smith subsidiary, APCOM, manufactures water heater components and other products in Franklin, Tenn.

A.O. Smith has called Ashland City home since its 2001 acquisition of State Industries, a fixture in Cheatham County since the early 1960s. The decision to relocate headquarters to Middle Tennessee from Irving, Texas, was an easy one for the company's management based on the region's centralized location, transportation systems, strong business climate, and quality of life. For more information, visit www.hotwater.com.

Fred's
With $1.3 billion in annual sales and more than 500 stores spread across a 14-state market region, Fred's is completely at home in small towns and big cities from South Carolina to Texas, from Illinois to Florida. But Fred's makes its home in Memphis, the heart of the Mid-South and geographic center of the U.S.—where world-class transportation systems provide access to global markets. It's a place with vibrant history, where economic and cultural diversity combine with progressive state and local governments to promote a strong, entrepreneurial business climate. These ingredients have enhanced the lifestyle of the region, spurred its growth, and created a skilled and innovative workforce—a strong base to support Fred's continued success in building market share and growing sales. We at Fred's are proud to call Tennessee home.

AutoZone
Memphis-based AutoZone Inc. (NYSE:AZO), the nation's leading auto parts retailer, opened its first store on the Fourth of July in 1979. Now, 25 years later, the company operates 3,299 stores in 48 states plus the District of Columbia, and 55 AutoZone stores in Mexico. Our total workforce is 48,000, but 2,500 AutoZoners live and work in Tennessee at our Store Support Center in Memphis, our Distribution Center in Lexington and in 120 AutoZone stores across the state. As AutoZone has learned through experience, Tennessee provides a tremendous environment for growth, from infrastructure for distribution to an educated and skilled workforce. AutoZone is proud to call Memphis home.

Toyota
Citing Tennessee's business-friendly atmosphere and strong workforce, Toyota subsidiary Bodine Aluminum Inc. is building an engine block casting plant in Jackson.

The facility, scheduled to begin production in late 2005, will eventually employ 200 and produce one million engine blocks annually for Toyota's North American-built vehicles.

While Bodine represents Toyota's first wholly-owned Tennessee plant, Toyota suppliers, dealers, and affiliated operations employ about 8,700 people there. Toyota annually buys $1.4 billion in parts and materials from Tennessee suppliers.

Including facilities under construction, Toyota will have the capacity to build 1.66 million cars and trucks and 1.29 million engines annually in North America by 2006.

UnumProvident
UnumProvident, the largest provider of disability income protection in the United States, offers insurance and services to individuals both directly and through their employers.

The heart of UnumProvident's business involves helping customers and their families during a very challenging time in their lives. In 2003, the company replaced more than $4.1 billion in lost income to people recovering from the impact of disabilities. And through analysis using the world's largest private database of disability information, Unum-Provident helps employer customers of all sizes understand their claims experience, and offers support for promoting workplace productivity.

The company, headquartered in Chattanooga, has more than 3,000 employees in the state. Other significant U.S. operations are based in Portland, Maine; Worcester, Mass.; and Glendale, Calif. UnumProvident (NYSE: UNM) employs more than 13,000 worldwide and had total revenue of $10 billion in 2003.

American Healthways
Our mission is simple. We are committed to improving health. We have a passion to change the world.

Technically speaking, American Healthways is in the disease-management business; but the fact is we're really in the value creation business. When we are part of the equation, people become healthier, productivity increases, large savings are realized, and businesses grow. Businesses like yours.

American Healthways is the nation's leading and largest provider of comprehensive disease-management services. We currently deliver personalized care enhancement to more than one million people across the country.

We are proud of our role in furthering Tennessee's reputation as a health-care innovator. To find out more about how we are reaching critical mass to improve health care, go to www.americanhealthways.com.

Thomas Nelson
Thomas Nelson continues to gain prominence as one of the premier publishers in the world. Known initially as a Bible publisher, Thomas Nelson is the largest Christian and inspirational publisher in America and consistently places bestsellers on the New York Times, Wall Street Journal, Business Week and Christian bestseller lists. While most publishing houses of this size are based in New York, Thomas Nelson has prospered in Tennessee. "Nashville is the perfect location for our operation." Explains Thomas Nelson CEO and Chairman Sam Moore, "We are centrally located for distribution all over the country, and in Nashville we have our finger on the pulse of the people who read our books. Our employees are representative of our market and share our passion for producing books that reflect the needs of real people. We believe in Tennessee."

Quebecor World
One of the world's largest providers of print media services, Quebecor World offers an unrivaled mix of products and capabilities. A network of 37,000 employees in 160 printing facilities spans 17 countries throughout North America, Latin America and Europe.

Our flexible, diverse manufacturing platform makes us a leader in most major product categories, including magazines, catalogs, retail inserts, books, specialty printing, direct mail, directories, premedia, and logistics. Our commitment to PRINT remains strong.

Quebecor World is proud to be one of the largest employers in the state of Tennessee, where we continue to grow across seven facilities. Tennessee provides a skilled labor force, good quality of life, and accessible transportation systems. FORTUNE is printed at one of our Tennessee facilities.

Dollar General
With its company mission of Serving Others, it is only fitting that Dollar General Corp. call the 'Volunteer State' home. Founded in 1939, the company today is headquartered in the greater Nashville area. The company's store support center provides administrative and technical support to more than 6,800 Dollar General stores and 55,000 company employees in 30 states.

A FORTUNE 500 company, Dollar General is poised for growth in fiscal 2004 with the planned opening of an additional 695 Dollar General stores. With its rich history of service dating back to the 1800s, Tennessee serves as the launching pad for one of the country's fastest-growing retailers.

eWizard
eWizard helps grow sales, improve client satisfaction, and increase productivity. eWizard is a complete client-management system. This easy-to-use software tool compiles and organizes all of the information you need to assess what's in the sales pipeline, analyze your sales efforts and refine your sales strategy.

eWizard has the tools to help you prospect, quote and close sales. Enter a prospect's info, then generate multiple quote options, flag follow-up calls, renew using built-in census data and easy upselling opportunities. eWizard's comprehensive account tracking capabilities will help you strengthen support relationships and provide outstanding customer service.

Best of all, eWizard gives you more time to do what you do best—sell. For more information on eWizard, call 1-877-258-3945 or visit www.GISbenefits.com.

Tennessee Fast Facts
• Tennessee is headquarters for six FORTUNE 500 companies.
• Nashville and Memphis are ranked in the top five in Expansion Management magazine's list of the "50 hottest cities for expansion."
• Over half of the for-profit hospital beds in America are managed by companies with headquarters in Nashville.
• Tennessee is second only to California in Japanese investment in the state.
• Memphis International Airport is the No.1 cargo airport in the world.
• The nation's biggest civilian science project, the $1.4 billion Spallation Neutron Source facility, is underway at Oak Ridge National Laboratory.
• Memphis is the nation's second-largest manufacturer of orthopedic devices.
• With four auto assembly plants, Tennessee is the hub of the South's auto industry.
• Governor Phil Bredesen started and ran a NYSE-listed company.
• Located in the heart of the country, Tennessee is within a day's drive of 76% of the country's major markets.
• Memphis, located on the Mississippi River, is the nation's second-largest inland port.
• Memphis sports a thriving biotech and pharmaceutical industry, producing more medical instruments than any other city in America.

Tennessee at a Glance
Population - 5,797,289
January/July average low/high temperature in Nashville - 32/88
State sales tax - 7%
State income tax on wages - 0
State property tax - 0
Elevation of Clingmans Dome, highest point in Tennessee - 6,643 feet
Nashville elevation - 550-1,100 feet
Height of Fall Creek Falls in Pikeville - 256 feet
For-profit health-care corporation headquarters in Nashville - 21
Capacity of Neyland Stadium in Knoxville - 104,079
Average scholarship award from Tennessee Education Lottery - $3,000
States that can be seen from Rock City on Lookout Mountain - 7
States where registered Tennessee Walking Horses can be found - 50
Years National Bird Dog Championship has been held at Ames Plantation - 89
Artists enshrined in Country Music Hall of Fame - 90
Platinum and gold records made by Elvis Presley - 148