##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
  FORM 10-Q
  (Mark One)
  þ
    QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED
    MARCH 31, 2010
  OR
  o
    TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934  For  the transition period
    from 
    to
  Commission File Number:
    001-14437
   RTI INTERNATIONAL METALS,
    INC.
 (Exact name of registrant as
    specified in its charter)
   Ohio

52-2115953(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)Westpointe Corporate Center One,
    5th

    Floor
    1550 Coraopolis Heights Road
    Pittsburgh, Pennsylvania

15108-2973(Zip Code)(Address of principal executive offices)    Registrants telephone number,
    including area code:
 (412)893-0026
    Yes þ     No o
   Regulation S-T
 Yes o     No o
     Large accelerated filer o

Accelerated filer þ

Non-accelerated filero

Smaller reporting company o(Do not check if a smaller
    reporting company)    Rule 12b-2
 Yes o     
    No þ




---



##### 





RTI
    INTERNATIONAL METALS, INC AND CONSOLIDATED
    SUBSIDIARIES
      INDEX
  
  PagePART I  FINANCIAL
    INFORMATIONItem 1.

Financial Statements


1Condensed Consolidated Statements of Operations
    (Unaudited) for the Three Months Ended March 31, 2010 and
    2009


1Condensed Consolidated Balance Sheets (Unaudited)
    as of March 31, 2010 and December 31, 2009


2Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the Three Months Ended March 31, 2010 and
    2009


3Condensed Consolidated Statement of Comprehensive
    Income and Shareholders Equity (Unaudited) for the Three
    Months Ended March 31, 2010


4Condensed Notes to Consolidated Financial
    Statements


5Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


18Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


25Item 4.

Controls and Procedures


25PART II  OTHER
    INFORMATIONItem 1A.

Risk Factors


26Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


26Item 6.

Exhibits


26Signatures


27EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements.  RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed
    Consolidated Statements of Operations
 (Unaudited)
  (In thousands, except share and per share amounts)
  Three Months EndedMarch 31,2010


2009Net sales

$
107,885


$
106,054Cost and expenses:Cost of sales


80,362



89,762Selling, general, and administrative expenses


15,639



16,547Research, technical, and product development expenses


725



524Asset and asset-related charges (income)


(521
)


Operating income (loss)


11,680



(779
)Other income


133



899Interest income


98



641Interest expense


(273
)


(2,421
)Income (loss) before income taxes


11,638



(1,660
)Provision for (benefit from) income taxes


240



(201
)Net Income (loss)

$
11,398


$
(1,459
)Earnings per share:Basic

$
0.38


$
(0.06
)Diluted

$
0.38


$
(0.06
)Weighted-average shares outstanding:Basic


29,864,801



22,877,409Diluted


30,110,568



22,877,409   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 1




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed
    Consolidated Balance Sheets
 (Unaudited)
  (In thousands, except share and per share amounts)
  March 31,


December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
83,921


$
56,216Short-term investments


20,096



65,042Receivables, less allowance for doubtful accounts of $682 and
    $646


71,912



60,924Inventories, net


273,590



266,887Deferred income taxes


21,318



21,237Other current assets


16,158



21,410Total current assets


486,995



491,716Property, plant, and equipment, net


257,039



252,301Goodwill


41,530



41,068Other intangible assets, net


14,550



14,299Deferred income taxes


54,029



53,814Other noncurrent assets


1,350



1,537Total assets

$
855,493


$
854,735LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
36,339


$
39,193Accrued wages and other employee costs


11,867



9,796Unearned revenues


17,234



21,832Current liability for post-retirement benefits


2,476



2,476Current liability for pension benefits


140



140Other accrued liabilities


22,137



30,518Total current liabilities


90,193



103,955Long-term debt


74



81Noncurrent liability for post-retirement benefits


34,612



34,530Noncurrent liability for pension benefits


28,453



28,102Deferred income taxes






244Other noncurrent liabilities


6,254



8,617Total liabilities


159,586



175,529Commitments and ContingenciesShareholders equity:Common stock, $0.01 par value; 50,000,000 shares
    authorized; 30,783,179 and 30,724,351 shares issued;
    30,058,623 and 30,010,998 shares outstanding


308



307Additional paid-in capital


440,478



439,361Treasury stock, at cost; 724,556 and 713,353 shares


(17,278
)


(16,996
)Accumulated other comprehensive loss


(29,096
)


(33,563
)Retained earnings


301,495



290,097Total shareholders equity


695,907



679,206Total liabilities and shareholders equity

$
855,493


$
854,735   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 2




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed
    Consolidated Statements of Cash Flows
 (Unaudited)
  (In thousands)
  Three Months EndedMarch 31,2010


2009OPERATING ACTIVITIES:Net income (loss)

$
11,398


$
(1,459
)Adjustment for non-cash items included in net income:Depreciation and amortization


5,372



5,312Asset and asset-related charges (income)


(521
)


Deferred income taxes


44



(2,029
)Stock-based compensation


1,086



1,222Excess tax benefits from stock-based compensation activity


(70
)


(339
)Loss (gain) on sale of property, plant and equipment


(276
)


Other


101



(57
)Changes in assets and liabilities:Receivables


(11,640
)


12,846Inventories


(6,718
)


(9,022
)Accounts payable


(4,597
)


4,011Income taxes payable


(80
)


(290
)Unearned revenue


(318
)


670Other current assets and liabilities


(2,447
)


(11,128
)Other assets and liabilities


(1,127
)


2,525Cash provided by (used in) operating activities


(9,793
)


2,262INVESTING ACTIVITIES:Proceeds from disposal of property, plant, and equipment


468



Purchase of investments


(56
)


Sale of short-term investments


45,000



Capital expenditures


(7,564
)


(26,055
)Cash provided by (used in) investing activities


37,848



(26,055
)FINANCING ACTIVITIES:Proceeds from exercise of employee stock options


174



22Excess tax benefits from stock-based compensation activity


70



339Borrowings on long-term debt






1,184Repayments on long-term debt


(7
)


(212
)Purchase of common stock held in treasury


(282
)


(84
)Cash provided by (used in) financing activities


(45
)


1,249Effect of exchange rate changes on cash and cash equivalents


(305
)


939Increase (decrease) in cash and cash equivalents


27,705



(21,605
)Cash and cash equivalents at beginning of period


56,216



284,449Cash and cash equivalents at end of period

$
83,921


$
262,844   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 3




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed
    Consolidated Statement of Comprehensive Income and
    Shareholders Equity
 (Unaudited)
  (In thousands, except share amounts)
  Accumulated OtherComprehensive Income(Loss)Net Unrealized Gain(Loss) FromCommon Stock


Additional








Available


Minimum


ForeignShares





Paid-In


Treasury


Retained


For Sale


Pension


CurrencyOutstanding


Amount


Capital


Stock


Earnings


Investments


Liability


Translation


TotalBalance at December 31, 2009


30,010,998


$
307


$
439,361


$
(16,996
)

$
290,097


$
42


$
(39,932
)

$
6,327


$
679,206Net Income


















11,398















11,398Foreign currency translation






























3,776



3,776Unrecognized loss on investments






















(15
)










(15
)Benefit plan amortization


























706







706Comprehensive income


































15,865Shares issued for restricted stock award plans


49,770



1



























1Stock-based compensation expense recognized










1,086























1,086Treasury stock purchased at cost


(11,203
)










(282
)


















(282
)Exercise of employee options


7,600







174























174Forefeiture of restricted stock awards


































Tax benefits from stock-based compensation activity










(178
)






















(178
)Shares issued for employee stock purchase plan


1,458







35























35Balance at March 31, 2010


30,058,623


$
308


$
440,478


$
(17,278
)

$
301,495


$
27


$
(39,226
)

$
10,103


$
695,907   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
  4




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed
    Notes to Consolidated Financial Statements
 (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 1
    BASIS OF
    PRESENTATION:  Form 10-Q Regulation S-X.
  Form 10-K.
  Note 2
    ORGANIZATION:        sub-assemblies,
 5




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  cuts-to-size, just-in-time
    Note 3
    ASSET AND
    ASSET-RELATED CHARGES (INCOME):      Sponge-PlantContractualCommitmentsBalance as of December 31, 2009

$
7,809Settlements/adjustments


(521
)Payments


(939
)Balance as of March 31, 2010

$
6,349  6




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 4
    STOCK-BASED
    COMPENSATION:  Stock
    Options
    Stock Options

OptionsOutstanding at December 31, 2009


475,581Granted


89,580Forfeited


(267
)Expired


(133
)Exercised


(7,600
)Outstanding at March 31, 2010


557,161Exercisable at March 31, 2010


348,543     2010Risk-free interest rate


2.34
%Expected dividend yield


0.00
%Expected lives (in years)


4.0Expected volatility


66.00
%   weighted-average
  Restricted
    Stock
    Nonvested Restricted Stock Awards

SharesNonvested at December 31, 2009


171,387Granted


49,770Vested


(37,020
)Nonvested at March 31, 2010


184,137    7




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Performance
    Share Awards
    Awards


Maximum SharesPerformance Share Awards

Activity


Eligible to ReceiveOutstanding at December 31, 2009


73,380



146,760Granted


49,450



98,900Forfeited


(500
)


(1,000
)Outstanding at March 31, 2010


122,330



244,660     Note 5
    INCOME
    TAXES:        Note 6
    EARNINGS
    PER SHARE:   8




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Three Months EndedMarch 31,2010


2009Numerator:Net income (loss)

$
11,398


$
(1,459
)Denominator:Basic weighted-average shares outstanding


29,864,801



22,877,409Effect of diluted securities


245,767



Diluted weighted-average shares outstanding


30,110,568



22,877,409Earnings (loss) per share:Basic

$
0.38


$
(0.06
)Diluted

$
0.38


$
(0.06
)     Note 7
    RECEIVABLES:    March 31,


December 31,2010


2009Trade and commercial customers

$
72,594


$
61,570Less: Allowance for doubtful accounts


(682
)


(646
)Total receivables

$
71,912


$
60,924    9




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 8
    INVENTORIES:  last-in, first-in, lower-of-cost-or-market
  March 31,


December 31,2010


2009Raw materials and supplies

$
137,934


$
145,062Work-in-process
    and finished goods


203,369



197,840LIFO reserve


(67,713
)


(76,015
)Total inventories

$
273,590


$
266,887     Note 9
    GOODWILL
    AND OTHER INTANGIBLE ASSETS:    ®
  Goodwill.
  Titanium


Fabrication


DistributionGroup


Group


Group


TotalBalance at December 31, 2009:Goodwill

$
2,548


$
37,386


$
9,833


$
49,767Accumulated impairment loss






(8,699
)






(8,699
)Net goodwill


2,548



28,687



9,833



41,068Translation adjustment






462







462Balance at March 31, 2010:Goodwill


2,548



37,848



9,833



50,229Accumulated impairment loss






(8,699
)






(8,699
)Net goodwill

$
2,548


$
29,149


$
9,833


$
41,530  10




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Intangibles.
    December 31,





Translation


March 31,2009


Amortization


Adjustment


2010Fabrication Group

$
14,299


$
(241
)

$
492


$
14,550   Note 10UNEARNED
    REVENUE:
    Note 11OTHER
    INCOME:
    Note 12EMPLOYEE
    BENEFIT PLANS:
    OtherPost-RetirementPension Benefits


Benefits2010


2009


2010


2009Service cost

$
451


$
398


$
178


$
128Interest cost


1,770



1,762



550



535Expected return on plan assets


(1,869
)


(1,929
)






Amortization of prior service cost


131



209



303



303Amortization of unrealized gains and losses


701



480







Net periodic benefit cost

$
1,184


$
920


$
1,031


$
966   Note 13COMMITMENTS
    AND CONTINGENCIES:
   11




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Tronox
    LLC Litigation
  and/or
  Environmental
    Matters
          Duty
    Drawback Investigation
   12




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
                 13




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Other
    Matters
    Note 14SEGMENT
    REPORTING:
        cuts-to-size, just-in-time
   14




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Three Months EndedMarch 31,2010


2009Net sales:Titanium Group

$
38,841


$
30,303Intersegment sales


23,765



33,751Total Titanium Group net sales


62,606



64,054Fabrication Group


28,602



26,064Intersegment sales


12,762



14,365Total Fabrication Group net sales


41,364



40,429Distribution Group


40,442



49,687Intersegment sales


464



677Total Distribution Group net sales


40,906



50,364Eliminations


36,991



48,793Total consolidated net sales

$
107,885


$
106,054Operating income (loss):Titanium Group before corporate allocations

$
17,083


$
6,979Corporate allocations


(2,091
)


(2,758
)Total Titanium Group operating income


14,992



4,221Fabrication Group before corporate allocations


(2,430
)


(4,652
)Corporate allocations


(2,836
)


(2,569
)Total Fabrication Group operating loss


(5,266
)


(7,221
)Distribution Group before corporate allocations


3,570



4,264Corporate allocations


(1,616
)


(2,043
)Total Distribution Group operating income


1,954



2,221Total consolidated operating income (loss)

$
11,680


$
(779
)   March 31,


December 31,2010


2009Total assets:Titanium Group

$
387,641


$
365,725Fabrication Group


241,764



239,847Distribution Group


129,939



140,666General corporate assets


96,149



108,497Total consolidated assets

$
855,493


$
854,735  15




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 15
    FINANCIAL
    INSTRUMENTS:        Statement ofDesignated as

Financial Position

Asset (Liability)Hedging Instrument

Location

Fair ValueForeign currency forward contracts


No



Other current liabilities


$
(6
)     Note 16
    FAIR
    VALUE MEASUREMENTS:       16




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Significant


SignificantQuoted Market


Other Observable


UnobservablePrices


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalCash and cash equivalents

$
83,921


$



$



$
83,921Short-term investments


20,096











20,096Total assets

$
104,017


$



$



$
104,017Foreign currency forward contracts






6







6Total liabilities

$



$
6


$



$
6     Note 17
    CREDIT
    AGREEMENT:      Note 18
    NEW
    ACCOUNTING STANDARDS:     17




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
    
    the future availability and prices of raw materials,
    competition in the titanium industry,
    demand for the Companys products,
    the historic cyclicality of the titanium and commercial
    aerospace industries,
    changes in defense spending and cancellation or changes in
    defense programs or initiatives,
    changes in the Joint Strike Fighter production schedule,
    the success of new market development,
    the ability to obtain access to financial markets and to
    maintain current covenant requirements,
    long-term supply agreements,
    the impact of titanium inventory overhang throughout the
    Companys supply chain,
    the impact of Boeing 787
    Dreamliner®

    production delays,
    our ability to attract and retain key personnel,
    the impact if another party to a long-term contract fails to
    take or pay for minimum requirements under existing contracts or
    successfully manage its future development and production
    schedule,
    legislative challenges to the Specialty Metals Clause of the
    Berry Amendment,
    labor matters,
    global economic activities,
    the outcome of the U.S. Customs investigation,
    the successful completion of our expansion projects,
    our ability to execute on new business awards,
    our order backlog and the conversion of that backlog into
    revenue, and
    other statements contained herein that are not historical facts.    Overview
     18




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##### Table of Contents



sub-assemblies,
  cuts-to-size, just-in-time
    Trends
    and Uncertainties
  long-term
  short-term
  Three
    Months Ended March 31, 2010 Compared To Three Months Ended
    March 31, 2009
  Net Sales.
  Three MonthsEndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
38.8


$
30.3


$
8.5



28.1
%Fabrication Group


28.6



26.1



2.5



9.6
%Distribution Group


40.5



49.7



(9.2
)


(18.5
)%Total consolidated net sales

$
107.9


$
106.1


$
1.8



1.7
%    19




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##### Table of Contents



long-term
  ® ® ®
    Gross Profit (Loss).
  Three MonthsEndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
19.0


$
9.4


$
9.6



102.1
%Fabrication Group


1.7



(1.3
)


3.0



230.8
%Distribution Group


6.8



8.2



(1.4
)


(17.1
)%Total consolidated gross profit

$
27.5


$
16.3


$
11.2



68.7
%   ® Group-sourced
  higher-margin higher-margin ®
   20




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##### Table of Contents



Selling, General, and Administrative
    Expenses.
  Three MonthsEndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
3.7


$
4.7


$
(1.0
)


(21.3
)%Fabrication Group


6.9



5.9



1.0



16.9
%Distribution Group


5.0



5.9



(0.9
)


(15.3
)%Total consolidated SG&A expenses

$
15.6


$
16.5


$
(0.9
)


(5.5
)%     Research, Technical, and Product Development
    Expenses.
  Asset and Asset-Related Charges
    (Income).
  Operating Income (Loss).
  Three Months EndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
15.0


$
4.2


$
10.8



257.1
%Fabrication Group


(5.3
)


(7.2
)


1.9



26.4
%Distribution Group


2.0



2.2



(0.2
)


(9.1
)%Total operating income (loss)

$
11.7


$
(0.8
)

$
12.5



1562.5
%     higher-margin ®
    Other Income.
 21




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##### Table of Contents



Interest Income and Interest Expense.
  Provision for (Benefit from) Income Taxes.
  Liquidity
    and Capital Resources
          
    Our leverage ratio (the ratio of Net Debt to Consolidated
    EBITDA, as defined in the Credit Agreement) was (1.5) at
    March 31, 2010. If this ratio were to exceed 3.25 to 1, we
    would be in default under our Credit Agreement and our ability
    to borrow under our Credit Agreement would be impaired.
    Our interest coverage ratio (the ratio of Consolidated EBITDA to
    Net Interest, as defined in the Credit Agreement) was 143.0 at
    March 31, 2010. If this ratio were to fall below 2.0 to 1,
    we would be in default under our Credit Agreement and our
    ability to borrow under our Credit Agreement would be impaired.   22




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® take-or-pay
    Cash provided by (used in) operating
    activities.
  Cash provided by (used in) investing
    activities.
  Cash provided by financing activities.
  Duty
    Drawback Investigation
         23




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##### Table of Contents



Backlog
  ®
  Environmental
    Matters
     24




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New
    Accounting Standards
      Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.     25




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PART II 
    OTHER INFORMATION  Item 1A.
    Risk
    Factors.  Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.      Item 6.
    Exhibits.   26




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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, the registrant has duly caused
    this report to be signed on its behalf by the undersigned,
    thereunto duly authorized.



RTI INTERNATIONAL METALS, INC. By
    /s/  William
    T. Hull    Senior Vice President and Chief Financial Officer
 (principal accounting officer)
   27




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INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Assumption Agreement, dated March 1, 2010, by and between
    PNC Bank, National Association, and Wells Fargo Bank, National
    Association, incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    for the event dated March 1, 2010.31
.1

Certification of Chief Executive Officer required by
    Item 307 of
    Regulation S-K
    as promulgated by the Securities and Exchange Commission and
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002,
    filed herewith.31
.2

Certification of Principal Financial Officer required by
    Item 307 of
    Regulation S-K
    as promulgated by the Securities and Exchange Commission and
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002,
    filed herewith.32
.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.2

Certification of Principal Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.    28