**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 40-F**

 

 [Check one]

 

| **o**      | REGISTRATION STATEMENT  PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934               |
|------------|----------------------------------------------------------------------------------------------------------|
| ** ** |                                                                                                     |
| OR         |
|       |
| **x**      | ANNUAL REPORT PURSUANT  TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934 |

 

For the fiscalyear ended     December 31, 2009                 Commissionfile number    001-15214

 

 

**TRANSALTACORPORATION**

(Exact name ofRegistrant as specified in its charter)

 

 

**Notapplicable**

(Translation ofRegistrant’s name into English (if applicable))

 

 

**Canada**

(Province or otherjurisdiction of incorporation or organization)

 

 

**4911**

(Primary StandardIndustrial Classification Code Number (if applicable))

 

 

**NotApplicable**

(I.R.S EmployerIdentification Number (if applicable))

 

 

**110-12****th**** Avenue S.W., Box 1900, Station “M”,**

**Calgary,Alberta, Canada, T2P 2M1,**

**(403)267-7110**

(Address and telephone number of Registrant’sprincipal executive offices)

 

 

**CTCorporation System, 111 8****th**** Avenue, 13****th**** Floor,**

**New York,New York, 10011, (212) 894-8400**

(Name, address (including zip code) and telephonenumber (including area code)

of agent for service in the United States)

 

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Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:

 
| Title of each class          | Name of each exchange   |
|------------------------------|-------------------------|
|                         | on which registered     |
|                         |                    |   |   |
|                         |                    |
| Common Shares, no par  value | New York Stock Exchange |
|                         |                    |
| Common Share Purchase Rights | New York Stock Exchange |
|                              |                         |  |  |

 

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

 

**None**

(Title of Class)

 

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act:

 

**None**

(Title of Class)

 

For annual reports, indicate by check mark theinformation filed with this form:

 

**x**                   Annual information form                                                  **x****     **Audited annualfinancial statements

 

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Indicate the number of outstanding shares of each ofthe issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:

 

At December 31, 2009, 218,404,442 common shareswere issued and outstanding.

 

Indicate by check mark whether the Registrant byfiling the information contained in this Form is also thereby furnishingthe information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the file number assigned to the Registrant in connection with suchRule.

 

Yes ** ****o****   **82-______                           No  **x**

 

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period thatthe Registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days.

 

Yes  **x**                                                                                                           No **o**

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the Registrant was required to submit and postsuch files).

 

Yes  **x**                                                                                                           No **o**

 

 

**INCORPORATIONBY REFERENCE**

 

The documents forming part of this Form 40-Fare incorporated by reference into the following registration statements underthe Securities Act of 1933, as amended.

 

Form                 Registration No.

S-8                            333-72454

S-8                            333-101470

F-10                     333-155243

F-10                     333-162418

 

 

**CONSOLIDATEDAUDITED ANNUAL FINANCIAL STATEMENTS**

**ANDMANAGEMENT’S DISCUSSION & ANALYSIS**

 

**A.****                    ****Consolidated AuditedAnnual Financial Statements**

 

For consolidated auditedannual financial statements, including the report of independent charteredaccountants with respect thereto, see Exhibit 13.3 incorporated byreference herein.  For the relatedsupplementary note entitled “Reconciliation to United States Generally AcceptedAccounting Principles” containing a reconciliation of the important differencesbetween Canadian and United States generally accepted accounting principles,see Exhibit 13.4 incorporated by reference herein.

 

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**B.****                    ****Management’s Discussionand Analysis**

 

For management’s discussionand analysis, see Exhibit 13.2 incorporated by reference herein.

 

 

**DISCLOSURE CONTROLS AND PROCEDURES**

 

As required by Rule 13a-15 under the SecuritiesExchange Act of 1934, management has evaluated, with the participation of ourChief Executive Officer and Chief Financial Officer, the effectiveness of ourdisclosure controls and procedures as of the end of the period covered by thisreport.  Disclosure controls andprocedures refer to controls and other procedures designed to ensure thatinformation required to be disclosed in the reports we file or submit under theExchange Act are recorded, processed, summarized and reported, within the timeperiods specified in the rules and forms of the Securities and ExchangeCommission.  Disclosure controls andprocedures include, without limitation, controls and procedures designed toensure that information required to be disclosed by us in our reports that wefile or submit under the Exchange Act is accumulated and communicated tomanagement, including our Chief Executive Officer and Chief Financial Officer,as appropriate to allow timely decisions regarding our requireddisclosure.  In designing and evaluatingour disclosure controls and procedures, management recognizes that any controlsand procedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired control objectives, andmanagement was required to apply its judgment in evaluating and implementingpossible controls and procedures.  Basedon the foregoing evaluation, our Chief Executive Officer and Chief FinancialOfficer have concluded that, as of December 31, 2009, the end of theperiod covered by this report, our disclosure controls and procedures wereeffective at a reasonable assurance level.

 

 

**MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL**

**OVER FINANCIAL REPORTING**

 

Management is responsiblefor establishing and maintaining adequate internal control over financialreporting.

 

Internal control overfinancial reporting refers to a process designed by, or under the supervisionof, our Chief Executive Officer and Chief Financial Officer and effected by ourboard of directors, management and other personnel, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles and includes those policies and procedures that:

 

·                 pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of our assets;

 

·                  provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that our receipts andexpenditures are being made only in accordance with authorizations of ourmanagement and members of our board of directors; and

 

·                  provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition of our assets that could havea material effect on our financial statements.

 

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Management evaluated the effectiveness of our internalcontrol over financial reporting as of December 31, 2009 using theframework set forth in the report of the Treadway Commission’s Committee ofSponsoring Organizations (COSO), “Internal Control — Integrated Framework.”  Management has concluded that our internalcontrol over financial reporting was effective as of December 31,2009.  Certain matters relating to thescope of Management’s evaluation and limitations of management’s conclusionsare described below.  See “Limitationsand Scope of Management’s Report on Internal Control over Financial Reporting.”

 

Our independent registered public accounting firm,Ernst & Young LLP, has issued an attestation report on theeffectiveness of our internal control over financial reporting as of December 31,2009.  For Ernst & Young LLP’sreport see page 3 of the Consolidated Annual Financial Statements for theyear ended December 31, 2009 filed as Exhibit 13.3 and incorporatedby reference herein, under the heading “Independent Auditors’ Report onInternal Controls Under Standards of the Public Company Accounting OversightBoard (United States)”.

 

There has been no change in the internal control overfinancial reporting during the year covered by this report that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

 

 

**LIMITATIONSAND SCOPE OF MANAGEMENT’S**

**REPORTON INTERNAL CONTROL OVER FINANCIAL REPORTING**

 

Internal control overfinancial reporting cannot provide absolute assurance of achieving financialreporting objectives because of its inherent limitations.  Internal control over financial reporting isa process that involves human diligence and compliance and is subject to lapsesin judgment and breakdowns resulting from human failures.  Internal control over financial reportingalso can be circumvented by collusion or improper override.  Because of such limitations, there is a riskthat material misstatements may not be prevented or detected on a timely basisby internal control over financial reporting. However, these inherent limitations are known features of the financialreporting process, and it is possible to design into the process safeguards toreduce, though not eliminate, this risk.

 

Management has not evaluatedthe internal controls of the Sheerness, CE Generation and Genesee 3 jointventures (collectively, the “Excluded Entities”), in accordance with FrequentlyAsked Questions Nos. 1 and 15 of “Management’s Report on Internal Control OverFinancial Reporting and Certification of Disclosure in Exchange Act PeriodicReports,” of the Office of the Chief Accountant of the Division of CorporationFinance of the Securities and Exchange Commission (revised September 24,2007) (the “FAQ”).  Accordingly,management’s evaluation of the Company’s internal control over financial reporting did not includean evaluation of the internal controls of any of the Excluded Entities, andmanagement’s conclusion regarding the effectiveness of the Company’s internalcontrol over financial reporting does not extend to the internal controls ofany of the Excluded Entities.

 

Proportionate consolidation of the Excluded Entitiescontributes to the Company’s financial statements as of and for the year ended December 31,2009 in the amount of $1,576 millionof the Company’s total assets, $849 millionof net assets, $437 million ofrevenues and $79 million of netearnings.  The Company’s financialstatements include the accounts of the Excluded Entities, accounted for viaproportionate consolidation, in accordance with EITF 00-1, but management hasbeen unable to assess the effectiveness of internal control at the ExcludedEntities because the Company does not have the ability to dictate or modify thecontrols of the Excluded Entities and does not have the ability, in practice,to assess those controls.

 

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On November 4, 2009 the Company completed itsacquisition of all of the outstanding common shares of Canadian Hydro Developers, Inc.(“Canadian Hydro”).  Management has notevaluated the internal controls of Canadian Hydro in accordance with FrequentlyAsked Question No. 3 of the FAQ.  Asa result, management’s evaluation of the Company’s internal control overfinancial reporting did not include an evaluation of the internal controls ofCanadian Hydro and management’s conclusion regarding the effectiveness of theCompany’s internal control over financial reporting does not extend to theinternal controls of Canadian Hydro.

 

Inclusion of Canadian Hydro in the Company’s financialstatements as of and for the year ended December 31, 2009 contributed$1,534 million of the Company’s total assets, $484 million of net assets, $29million of revenues, and net earnings of nil.

 

 

**AUDITCOMMITTEE FINANCIAL EXPERT**

 

The Registrant’s board of directors has determinedthat it has at least one audit committee financial expert serving on its Auditand Risk Committee (the “ARC”).  Mr. WilliamD. Anderson has been determined to be an audit committee financial expert,within the meaning of Section 407 of the United States Sarbanes-Oxley Actof 2002 (“Sarbanes-Oxley”), and is independent, as that term is defined by theNew York Stock Exchange’s (“NYSE”) listing standards applicable to theRegistrant.  Mr. Gordon S.Lackenbauer has also been determined to be an audit committee financial expertfor purposes of Section 407 of Sarbanes-Oxley and independent under theapplicable NYSE listing standards.  UnderSecurities and Exchange Commission rules the designation of persons asaudit committee financial experts does not make them “experts” for any otherpurpose, impose any duties, obligations or liability on them that are greaterthan those imposed on members of their committee and the board of directors whodo not carry this designation or affect the duties, obligations or liability ofany other member of their committee.

 

 

**CODE OFETHICS**

 

The Registrant has adopted a code of ethics as part ofits “Corporate Code of Conduct” that applies to all employees and officerswhich has been filed with the Securities and Exchange Commission.  In addition, the Registrant has adopted acode of conduct applicable to all directors of the Company and a separatefinancial code of conduct which applies to all financial managementemployees.  The Registrant’s CorporateCodes of Conduct are available on its Internet website at www.transalta.com.  There has been no waiver of the codes grantedduring the 2009 fiscal year.

 

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**PRINCIPALACCOUNTANT FEES AND SERVICES**

 

For the years ended December 31, 2009and December 31, 2008, Ernst & Young LLP and its affiliates werepaid $3,562,032 and $3,372,142 respectively, as detailed below:

 

| **Ernst & Young LLP**   |       |                 |       |                 |       |
|----------------------------------|------------|----------------------|------------|----------------------|------------|
|                             |       |                 |       |                 |       |
| Year  Ended Dec. 31

  | ** ** | **2009**

** ** | ** ** | **2008**

** ** | ** ** |
|                             |       |                 |       |                 |       |
| Audit  Fees                      | $          | 2,679,080            | $          | 2,594,183            |       |
|                             |       |                 |       |                 |       |
| Audit  related fees              |       | 824,631              |       | 432,343              |       |
|                             |       |                 |       |                 |       |
| Tax  fees                        |       | 58,321               |       | 345,616              |       |
|                             |       |                 |       |                 |       |
| **Total**                        | **$**      | 3,562,032            |       | 3,372,142            |       |

 

No other auditfirms provided audit services in 2009 or 2008.

 

The nature ofeach category of fees is described below:

 

*Audit Fees*

 

Audit fees were paid for professionalservices rendered by the auditors for the audit of the Company’s annualfinancial statements or services provided in connection with statutory andregulatory filings or engagements, including the translation from English toFrench of the Company’s financial statements and other documents. Total auditfees for 2009 include payments related to 2008 in the amount of$1,212,080.  Total audit fees for 2008include payments related to 2007 in the amount of $1,403,923.

 

*Audit-Related Fees*

* *

The audit-related fees in 2009 were primarilyfor work performed by Ernst & Young LLP in relation to theimplementation of International Financial Reporting Standards, public equityand debt offerings and miscellaneous accounting advice provided to theCorporation.

 

*Tax Fees*

* *

The majority of tax fees for 2009 relate tovarious tax related matters in our foreign operations.

 

*Pre-Approval Policies andProcedures*

* *

The ARC has considered whether the provisionof services other than audit services is compatible with maintaining theauditors’ independence.  In May 2002,the ARC adopted a policy that prohibits TransAlta from engaging the auditorsfor “prohibited” categories of non-audit services and requires pre-approval ofthe ARC for other permissible categories of non-audit services, such categoriesbeing determined under the Sarbanes-Oxley Act. The policy also provides that the Chair of the ARC may approvepermissible non-audit services during the quarter and report such approval tothe ARC at its next regularly scheduled meeting.  In addition, this year, the ARC grantedmanagement the authority to approve *de minimus*permissible non-audit services (which are in the aggregate the lesser of 5% ofthe total fees paid to the external auditors or CAD$125,000) provided suchservices are reported to the ARC at its next scheduled meeting.

 

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*Percentageof Services Approved by the ARC*

 

For the year ended December 31, 2009, none of theservices described above were approved by the ARC pursuant to paragraph(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

 

**OFF-BALANCESHEET ARRANGEMENTS**

 

See page 27 of Exhibit 13.2, incorporated byreference herein.

 

 

**TABULAR DISCLOSUREOF CONTRACTUAL OBLIGATIONS**

 

See page 27 of Exhibit 13.2, incorporated byreference herein, under the heading “Liquidity and Capital Resources” and page 40of Exhibit 13.3, incorporated by reference herein, under the heading “Commitments”.

 

 

**IDENTIFICATIONOF THE AUDIT COMMITTEE**

 

The Registrant has a separately-designated standingARC.  The members of the ARC are:

 

William D. Anderson(Chair)

Stephen L. Baum

Michael M. Kanovsky

Gordon S. Lackenbauer

Donna S. Kaufman  (ex-officio member)

 

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**FORWARD LOOKING INFORMATION**

 

This Form 40-F, thedocuments incorporated herein by reference, and other reports and filings madewith the securities regulatory authorities, include forward lookingstatements.  All forward looking statements are based on TransAlta’sbeliefs as well as assumptions based on information available at the time theassumption was made and on management’s experience and perception of historicaltrends, current conditions and expected further developments as well as otherfactors deemed appropriate in the circumstances.  Forward looking statements are not facts, butonly predictions and generally can be identified by the use of statements thatinclude phrases such as “may”, “will”, “believe”, “expect”, “anticipate”, “intend”,“plan”, “foresee”, “potential”, “enable”, “continue” or other comparableterminology.  These statements are notguarantees of TransAlta’s future performance and are subject to risks,uncertainties and other important factors that could cause TransAlta’s actualperformance to be materially different from those projected.

 

In particular, this Form 40-Fand the documents incorporated herein by reference contain forward lookingstatements pertaining to the following: expectations relating to the timing ofthe completion and commissioning of projects under development and theirattendant costs; expectations relating to the timing and cost of planneduprates and upgrades at various facilities; expectations relating to the timingof the completion of the study regarding carbon capture and storage and thecost of the study; estimates of recoverable coal reserves at the Corporation’sAlberta mines; TransAlta’s plans to invest in new capacity; expectations fordemand of electricity in both the short and long term; expectations in respectof generation production; expected environmental governmental regulatoryregimes and the potential impact on the Corporation; the Corporation’s tradingstrategies and expected contribution to gross margins; and expectationsrelating to the renegotiation of certain of the collective bargainingagreements to which TransAlta is a party.

 

Factors that mayadversely impact the Corporation’s forward looking statements include risksrelating to: (i) fluctuations in market prices and availability of fuelsupplies required to generate electricity and in the price of electricity; (ii) theregulatory and political environments in the jurisdictions in which theCorporation operates; (iii) environmental requirements and changes in, orliabilities under, these requirements; (iv) changes in general economicconditions including interest rates; (v) operational risks involving theCorporation’s facilities, including unplanned outages at such facilities; (vi) disruptionsin the transmission and distribution of electricity; (vii) effects ofweather; (viii) disruptions in the source of fuels, water, wind or biomassrequired to operate the Corporation’s facilities; (ix) natural disasters; (x) equipmentfailure; (xi) trading risks; (xii) industry risk and competition; (xiii)fluctuations in the value of foreign currencies and foreign political risks;(xiv) need for additional financing; (xv) structural subordination ofsecurities; (xvi) counterparty credit risk; (xvii) insurance coverage; (xviii)the Corporation’s provision for income taxes; (xix) legal proceedings involvingthe Corporation; (xx) reliance on key personnel (xxi) labour relations matters;and (xxii) development projects and acquisitions.  The foregoing riskfactors, among others, are described in further detail under the heading “RiskFactors” in TransAlta’s Annual Information Form and Management’sDiscussion and Analysis for the year ended December 31, 2009 (the “**Annual MD&A**”) incorporated herein byreference.

 

Readers are urged toconsider these factors carefully in evaluating the forward looking statementsand are cautioned not to place undue reliance on these forward lookingstatements.  The forward looking statements included in this document aremade only as of the date hereof and the Corporation does not undertake topublicly update these forward looking statements to reflect new information,future events or otherwise, except as required by applicable laws.  Inlight of these risks, uncertainties and assumptions, the forward looking eventsmight occur to a different extent or at a different time than the

 

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Corporation has describedor might not occur.  The Corporation cannot assure you that projectedresults or events will be achieved.

 

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**DOCUMENTS FILED AS PART OFTHIS REPORT AND EXHIBITS**

 

The following items are specifically incorporated byreference in, and form an integral part of, this filing on Form 40-F:

 
| 13.1   |   | TransAlta  Corporation Annual Information Form for the year ended December 31,  2009.                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                  |
| 13.2   |   | Management’s  Discussion and Analysis.                                                                                                                                                           |
|   |   |                                                                                                                                                                                                  |
| 13.3   |   | Consolidated Audited  Annual Financial Statements for the year ended December 31, 2009.                                                                                                               |
|   |   |                                                                                                                                                                                                  |
| 13.4   |   | Reconciliation  to United States Generally Accepted Accounting Principles of the 2009  Consolidated Audited Annual Financial Statements.                                                              |
|   |   |                                                                                                                                                                                                  |
| 13.5   |   | Management’s  Annual Report on Internal Control over Financial Reporting, (included on page  2 of Exhibit 13.3 filed herewith).                                                             |
|   |   |                                                                                                                                                                                                  |
| 13.6   |   | Independent  Auditor’s Report on Internal Controls under Standards of the Public Company  Accounting Oversight Board (United States), (included on page 3 of Exhibit 13.3  filed herewith). |
|   |   |                                                                                                                                                                                                  |
| 23.1   |   | Consent of Ernst  and Young LLP Chartered Accountants.                                                                                                                                                |
|   |   |                                                                                                                                                                                                  |
| 31.1   |   | Certification of  Chief Executive Officer pursuant to Section 302 of the *Sarbanes-Oxley Act of 2002*.                                                                                           |
|   |   |                                                                                                                                                                                                  |
| 31.2   |   | Certification of  Chief Financial Officer pursuant to Section 302 of the *Sarbanes-Oxley Act of 2002*.                                                                                           |
|   |   |                                                                                                                                                                                                  |
| 32.1   |   | Certification of  President and Chief Executive Officer pursuant to Section 906 of the *Sarbanes-Oxley Act of 2002*.                                                                             |
|   |   |                                                                                                                                                                                                  |
| 32.2   |   | Certification of Chief Financial Officer pursuant to  Section 906 of the *Sarbanes-Oxley Act of  2002*.                                                                                          |

 

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**UNDERTAKING**

 

TransAlta Corporation undertakes to make available, inperson or by telephone, representatives to respond to inquiries made by theCommission staff, and to furnish promptly, when requested to do so by theCommission staff, information relating to: the securities registered pursuantto Form 40-F; the securities in relation to which the obligation to filean annual report on Form 40-F arises; or transactions in said securities.

 

**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, theRegistrant certifies that it meets all of the requirements for filing on Form 40-Fand has duly caused this annual report to be signed on its behalf by theundersigned, thereto duly authorized, in the City of Calgary, Province ofAlberta, Canada.

 
|                           | **TRANSALTA  CORPORATION** |
|--------------------------------|----------------------------|
|                           |                       |
|                           |                       |
|                           |                       |
|                           | /s/ Brian Burden           |
|                           | Brian Burden               |
|                           | Chief Financial  Officer   |
|                           |                       |
| Dated: February 24,  2010 |                       |
|                           |                       |

 

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** **

**EXHIBIT INDEX**

 

 
| 13.1   |   | TransAlta  Corporation Annual Information Form for the year ended December 31,  2009.                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                  |
| 13.2   |   | Management’s  Discussion and Analysis.                                                                                                                                                           |
|   |   |                                                                                                                                                                                                  |
| 13.3   |   | Consolidated  Audited Annual Financial Statements for the year ended December 31,  2009.                                                                                                         |
|   |   |                                                                                                                                                                                                  |
| 13.4   |   | Reconciliation  to United States Generally Accepted Accounting Principles of the 2009 Consolidated  Audited Annual Financial Statements.                                                              |
|   |   |                                                                                                                                                                                                  |
| 13.5   |   | Management’s  Annual Report on Internal Control over Financial Reporting, (included on page  2 of Exhibit 13.3 filed herewith).                                                             |
|   |   |                                                                                                                                                                                                  |
| 13.6   |   | Independent  Auditor’s Report on Internal Controls under Standards of the Public Company  Accounting Oversight Board (United States), (included on page 3 of Exhibit 13.3  filed herewith). |
|   |   |                                                                                                                                                                                                  |
| 23.1   |   | Consent of Ernst  and Young LLP Chartered Accountants.                                                                                                                                                |
|   |   |                                                                                                                                                                                                  |
| 31.1   |   | Certification of  Chief Executive Officer pursuant to Section 302 and Section 404 of  the *Sarbanes-Oxley Act of 2002*.                                                                     |
|   |   |                                                                                                                                                                                                  |
| 31.2   |   | Certification of  Chief Financial Officer pursuant to Section 302 and Section 404 of  the *Sarbanes-Oxley Act of 2002*.                                                                     |
|   |   |                                                                                                                                                                                                  |
| 32.1   |   | Certification of  President and Chief Executive Officer pursuant to Section 906 of the *Sarbanes-Oxley Act of 2002*.                                                                             |
|   |   |                                                                                                                                                                                                  |
| 32.2   |   | Certification of Chief Financial Officer pursuant to  Section 906 of the Sarbanes*-Oxley Act of 2002*.                                                                                           |

 

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