##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 4, 2009
 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: 1-12203
 Ingram Micro Inc.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    62-1644402
(I.R.S. Employer
Identification No.)
 1600 E. St. Andrew Place, Santa Ana, California 92705-4931
 (714) 566-1000
 þ o
 o o
  Large accelerated filer
þ   
    Accelerated filer
o
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



INGRAM MICRO INC.
 INDEX
 PagesPart I. Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheet at April 4, 2009 and January 3, 2009
    
    
    3Consolidated Statement of Income for the thirteen weeks ended
April 4, 2009 and March 29, 2008
    
    
    4Consolidated Statement of Cash Flows for the thirteen weeks ended
April 4, 2009 and March 29, 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6-16Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    17-24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24Part II. Other InformationItem 1. Legal Proceedings
    
    
    25-26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27Signatures
    
    
    28Exhibit Index
    
    
    29EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Part I. Financial Information
 
 Item 1. Financial Statements
 INGRAM MICRO INC.
 
 CONSOLIDATED BALANCE SHEET
 (Dollars in 000s, except per share data)
 (Unaudited)
 April 4,
    
    
    January 3,2009
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,023,760
    
    
    $
    763,495Trade accounts receivable (less allowances of $70,920 and $73,638)
    
    
    2,727,348
    
    
    
    3,179,455Inventory
    
    
    1,948,906
    
    
    
    2,306,617Other current assets
    
    
    394,155
    
    
    
    425,270Total current assets
    
    
    6,094,169
    
    
    
    6,674,837Property and equipment, net
    
    
    208,974
    
    
    
    202,142Other assets
    
    
    218,606
    
    
    
    206,494Total assets
    
    $
    6,521,749
    
    
    $
    7,083,473LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,024,717
    
    
    $
    3,427,362Accrued expenses
    
    
    442,036
    
    
    
    485,573Current maturities of long-term debt
    
    
    89,507
    
    
    
    121,724Total current liabilities
    
    
    3,556,260
    
    
    
    4,034,659Long-term debt, less current maturities
    
    
    255,348
    
    
    
    356,664Other liabilities
    
    
    53,431
    
    
    
    36,305Total liabilities
    
    
    3,865,039
    
    
    
    4,427,628Commitments and contingencies (Note 13)Stockholders equity:Preferred Stock, $0.01 par value, 25,000,000 shares authorized;
no shares issued and outstanding
    
    
    
    
    
    
    Class A Common Stock, $0.01 par value, 500,000,000 shares
authorized; 177,123,943 and 176,582,434 shares issued and
161,878,240 and 161,330,221 shares outstanding in
2009 and 2008, respectively
    
    
    1,771
    
    
    
    1,766Class B Common Stock, $0.01 par value, 135,000,000 shares
authorized; no shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    1,152,494
    
    
    
    1,145,145Treasury stock, 15,245,703 and 15,252,213 shares in
2009 and 2008, respectively
    
    
    (246,186
    )
    
    
    (246,314
    )Retained earnings
    
    
    1,708,023
    
    
    
    1,680,557Accumulated other comprehensive income
    
    
    40,608
    
    
    
    74,691Total stockholders equity
    
    
    2,656,710
    
    
    
    2,655,845Total liabilities and stockholders equity
    
    $
    6,521,749
    
    
    $
    7,083,473
  3




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INGRAM MICRO INC.
 
 CONSOLIDATED STATEMENT OF INCOME
 (Dollars in 000s, except per share data)
 (Unaudited)
 Thirteen Weeks EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net sales
    
    $
    6,745,084
    
    
    $
    8,577,318Cost of sales
    
    
    6,364,080
    
    
    
    8,091,810Gross profit
    
    
    381,004
    
    
    
    485,508Operating expenses:Selling, general and administrative
    
    
    321,972
    
    
    
    386,224Reorganization costs
    
    
    13,786
    
    
    
    335,758
    
    
    
    386,224Income from operations
    
    
    45,246
    
    
    
    99,284Other expense (income):Interest income
    
    
    (2,666
    )
    
    
    (4,013
    )Interest expense
    
    
    6,950
    
    
    
    17,006Net foreign exchange loss (gain)
    
    
    1,718
    
    
    
    (1,111
    )Other
    
    
    1,619
    
    
    
    8427,621
    
    
    
    12,724Income before income taxes
    
    
    37,625
    
    
    
    86,560Provision for income taxes
    
    
    10,159
    
    
    
    22,505Net income
    
    $
    27,466
    
    
    $
    64,055Basic earnings per share
    
    $
    0.17
    
    
    $
    0.37Diluted earnings per share
    
    $
    0.17
    
    
    $
    0.37
  4




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INGRAM MICRO INC.
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (Dollars in 000s)
 (Unaudited)
 Thirteen Weeks EndedApril 4,
    
    
    March 29,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    27,466
    
    
    $
    64,055Adjustments to reconcile net income to cash provided (used)
by operating activities:Depreciation and amortization
    
    
    15,845
    
    
    
    16,891Stock-based compensation expense
    
    
    1,546
    
    
    
    8,448Excess tax benefit from stock-based compensation
    
    
    (185
    )
    
    
    (170
    )Noncash charges for interest and compensation
    
    
    118
    
    
    
    76Deferred income taxes
    
    
    13,784
    
    
    
    6,572Changes in operating assets and liabilities, net of effects
of acquisitions:Trade accounts receivable
    
    
    446,778
    
    
    
    434,558Inventory
    
    
    354,510
    
    
    
    (112,356
    )Other current assets
    
    
    6,722
    
    
    
    (18,137
    )Accounts payable
    
    
    (246,599
    )
    
    
    (314,098
    )Change in book overdrafts
    
    
    (150,695
    )
    
    
    (68,749
    )Accrued expenses
    
    
    (40,537
    )
    
    
    (42,462
    )Cash provided (used) by operating activities
    
    
    428,753
    
    
    
    (25,372
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (21,226
    )
    
    
    (10,923
    )Investments in marketable trading securities
    
    
    (24
    )
    
    
    (455
    )Acquisitions, net of cash acquired
    
    
    
    
    
    
    (2,665
    )Cash used by investing activities
    
    
    (21,250
    )
    
    
    (14,043
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    6,095
    
    
    
    5,240Repurchase of Class A Common Stock
    
    
    
    
    
    
    (86,594
    )Excess tax benefit from stock-based compensation
    
    
    185
    
    
    
    170Net (repayment) proceeds from debt
    
    
    (135,798
    )
    
    
    85,446Cash provided (used) by financing activities
    
    
    (129,518
    )
    
    
    4,262Effect of exchange rate changes on cash and cash equivalents
    
    
    (17,720
    )
    
    
    22,871Increase (decrease) in cash and cash equivalents
    
    
    260,265
    
    
    
    (12,282
    )Cash and cash equivalents, beginning of period
    
    
    763,495
    
    
    
    579,626Cash and cash equivalents, end of period
    
    $
    1,023,760
    
    
    $
    567,344
  5




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INGRAM MICRO INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in 000s, except per share data)
(Unaudited)
 Note 1  Organization and Basis of Presentation
   Reclassification of Book Overdrafts
   Note 2  Share Repurchases
  6




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
  WeightedShares
    
    
    Average
    
    
    AmountRepurchased
    
    
    Price Per Share
    
    
    RepurchasedCumulative balance at January 3, 2009
    
    
    15,252,213
    
    
    $
    16.15
    
    
    $
    246,314Issued shares of common stock
    
    
    (6,510
    )
    
    
    19.67
    
    
    
    (128
    )Cumulative balance at April 4, 2009
    
    
    15,245,703
    
    
    
    16.15
    
    
    $
    246,186Cumulative balance at December 29, 2007
    
    
    1,301,491
    
    
    $
    19.26
    
    
    $
    25,061Repurchase of shares of common stock
    
    
    5,297,500
    
    
    
    16.35
    
    
    
    86,594Cumulative balance at March 29, 2008
    
    
    6,598,991
    
    
    
    16.92
    
    
    $
    111,655
 Note 3  Earnings Per Share
   Thirteen Weeks EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net income
    
    $
    27,466
    
    
    $
    64,055Weighted average shares
    
    
    161,604,138
    
    
    
    171,219,255Basic EPS
    
    $
    0.17
    
    
    $
    0.37Weighted average shares including the dilutive effect of stock
awards (933,580 and 3,185,747 for the thirteen weeks ended
April 4, 2009 and March 29, 2008, respectively)
    
    
    162,537,718
    
    
    
    174,405,002Diluted EPS
    
    $
    0.17
    
    
    $
    0.37
  7




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 4  Stock-Based Compensation
 
  Note 5  Comprehensive Income (Loss)
  Thirteen Weeks EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net income
    
    $
    27,466
    
    
    $
    64,055Changes in foreign currency translation adjustments and other
    
    
    (34,083
    )
    
    
    76,537Comprehensive income (loss)
    
    $
    (6,617
    )
    
    $
    140,592
  Note 6  Derivative Financial Instruments
  8




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
  Notional Amounts (1)
    
    
    Fair ValueApril 4,
    
    
    January 3,
    
    
    April 4,
    
    
    January 3,2009
    
    
    2009
    
    
    2009
    
    
    2009Derivatives designated as hedging
instruments recorded in:Other current assetsForeign exchange contracts
    
    $
    443,490
    
    
    $
    436,662
    
    
    $
    25,160
    
    
    $
    15,534Accrued expensesForeign exchange contracts
    
    
    13,248
    
    
    
    
    
    
    
    (662
    )
    
    
    Long-term debtInterest rate contracts
    
    
    200,000
    
    
    
    200,000
    
    
    
    (11,598
    )
    
    
    (11,754
    )656,738
    
    
    
    636,662
    
    
    
    12,900
    
    
    
    3,780Derivatives not receiving hedge
accounting treatment recorded in:Other current assetsForeign exchange contracts
    
    
    209,303
    
    
    
    494,536
    
    
    
    (1,707
    )
    
    
    (1,076
    )Accrued expensesForeign exchange contracts
    
    
    405,815
    
    
    
    287,252
    
    
    
    (12,475
    )
    
    
    (5,444
    )615,118
    
    
    
    781,788
    
    
    
    (14,182
    )
    
    
    (6,520
    )Total
    
    $
    1,271,856
    
    
    $
    1,418,450
    
    
    $
    (1,282
    )
    
    $
    (2,740
    )
 
 (1)
    
    Notional amounts represent the gross amount of foreign currency bought or sold at maturity for foreign
exchange contracts and the underlying principal amount in interest rate swaps.  Cash Flow Hedges
  Note 7  Fair Value Measurements
  9




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INGRAM MICRO INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in 000s, except per share data)
(Unaudited)
    Note 8  Acquisitions and Intangible Assets
   10




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 9  Reorganization Costs
    Amounts Paid
    
    
    
    
    
    
    Remainingand Charged
    
    
    
    
    
    
    Liability atReorganization
    
    
    Against the
    
    
    
    
    
    
    April 4,Costs
    
    
    Liability
    
    
    Adjustments
    
    
    2009Employee termination benefits
    
    $
    12,149
    
    
    $
    (4,553
    )
    
    $
    
    
    
    $
    7,596Facility costs
    
    
    1,293
    
    
    
    (3
    )
    
    
    
    
    
    
    1,290Other costs
    
    
    580
    
    
    
    (110
    )
    
    
    
    
    
    
    470$
    14,022
    
    
    $
    (4,666
    )
    
    $
    
    
    
    $
    9,356
    Outstanding
    
    
    Amounts Paid
    
    
    
    
    
    
    RemainingLiability at
    
    
    and Charged
    
    
    
    
    
    
    Liability atJanuary 3,
    
    
    Against the
    
    
    
    
    
    
    April 4,2009
    
    
    Liability
    
    
    Adjustments
    
    
    2009Employee termination benefits
    
    $
    4,111
    
    
    $
    (2,725
    )
    
    $
    (149
    )
    
    $
    1,237Facility costs
    
    
    2,556
    
    
    
    (322
    )
    
    
    (87
    )
    
    
    2,147Other costs
    
    
    400
    
    
    
    (97
    )
    
    
    
    
    
    
    303$
    7,067
    
    
    $
    (3,144
    )
    
    $
    (236
    )
    
    $
    3,687
 11




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
   Outstanding
    
    
    Amounts Paid
    
    
    
    
    
    
    RemainingLiability at
    
    
    and Charged
    
    
    
    
    
    
    Liability atJanuary 3,
    
    
    Against the
    
    
    
    
    
    
    April 4,2009
    
    
    Liability
    
    
    Adjustments
    
    
    2009Facility costs
    
    $
    2,587
    
    
    $
    (335
    )
    
    $
    
    
    
    $
    2,252
  Note 10  Debt
  April 4,
    
    
    January 3,2009
    
    
    2009North American revolving trade accounts receivable-backed
financing facilities
    
    $
    
    
    
    $
    69,000Asia-Pacific revolving trade accounts receivable-backed
financing facilities
    
    
    
    
    
    
    29,035Senior unsecured term loan
    
    
    261,598
    
    
    
    261,754Revolving unsecured credit facilities and other debt
    
    
    83,257
    
    
    
    118,599344,855
    
    
    
    478,388Current maturities of long-term debt
    
    
    (89,507
    )
    
    
    (121,724
    )$
    255,348
    
    
    $
    356,664
   12




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 11 Income Taxes
   Note 12  Segment Information
    Thirteen Weeks EndedApril 4,
    
    
    March 29,2009
    
    
    2008Net sales:North America
    
    $
    2,772,806
    
    
    $
    3,290,181EMEA
    
    
    2,266,169
    
    
    
    3,066,370Asia-Pacific
    
    
    1,384,646
    
    
    
    1,813,429Latin America
    
    
    321,463
    
    
    
    407,338Total
    
    $
    6,745,084
    
    
    $
    8,577,318Income from operations:North America
    
    $
    12,791
    
    
    $
    40,589EMEA
    
    
    15,118
    
    
    
    26,778Asia-Pacific
    
    
    13,830
    
    
    
    32,541Latin America
    
    
    5,053
    
    
    
    7,824Stock-based compensation expense
    
    
    (1,546
    )
    
    
    (8,448
    )Total
    
    $
    45,246
    
    
    $
    99,284
 13




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Thirteen Weeks EndedApril 4,
    
    
    March 29,2009
    
    
    2008Capital expenditures:North America
    
    $
    19,132
    
    
    $
    7,314EMEA
    
    
    918
    
    
    
    2,246Asia-Pacific
    
    
    989
    
    
    
    1,313Latin America
    
    
    187
    
    
    
    50Total
    
    $
    21,226
    
    
    $
    10,923Depreciation and amortization:North America
    
    $
    8,620
    
    
    $
    8,749EMEA
    
    
    3,610
    
    
    
    4,212Asia-Pacific
    
    
    3,024
    
    
    
    3,377Latin America
    
    
    591
    
    
    
    553Total
    
    $
    15,845
    
    
    $
    16,891
 As ofApril 4,
    
    
    January 3,2009
    
    
    2009Identifiable assets:North America
    
    $
    2,628,172
    
    
    $
    2,827,736EMEA
    
    
    2,511,352
    
    
    
    2,739,600Asia-Pacific
    
    
    1,093,115
    
    
    
    1,103,040Latin America
    
    
    289,110
    
    
    
    413,097Total
    
    $
    6,521,749
    
    
    $
    7,083,473
 Note 13  Commitments and Contingencies
  14




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INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
      15




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##### Table of Contents



INGRAM MICRO INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in 000s, except per share data)
(Unaudited)
 Note 14  New Accounting Standards
     16




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview of Our Business
   17




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##### Table of Contents



Managements Discussion and Analysis Continued
 Operations
  Thirteen Weeks EndedApril 4, 2009
    
    March 29, 2008Net sales by geographic region:North America
    
    $
    2,773
    
    
    
    41.1
    %
    
    $
    3,290
    
    
    
    38.4
    %EMEA
    
    
    2,266
    
    
    
    33.6
    
    
    
    3,066
    
    
    
    35.8Asia-Pacific
    
    
    1,385
    
    
    
    20.5
    
    
    
    1,814
    
    
    
    21.1Latin America
    
    
    321
    
    
    
    4.8
    
    
    
    407
    
    
    
    4.7Total
    
    $
    6,745
    
    
    
    100.0
    %
    
    $
    8,577
    
    
    
    100.0
    %
 Thirteen Weeks EndedApril 4, 2009
    
    
    March 29, 2008Operating income and operating
margin by geographic region:North America
    
    $
    12.8
    
    
    
    0.46
    %
    
    $
    40.6
    
    
    
    1.23
    %EMEA
    
    
    15.1
    
    
    
    0.67
    
    
    
    26.8
    
    
    
    0.87Asia-Pacific
    
    
    13.8
    
    
    
    1.00
    
    
    
    32.5
    
    
    
    1.79Latin America
    
    
    5.0
    
    
    
    1.57
    
    
    
    7.8
    
    
    
    1.92Stock-based compensation expense
    
    
    (1.5
    )
    
    
    
    
    
    
    (8.4
    )
    
    
    Total
    
    $
    45.2
    
    
    
    0.67
    %
    
    $
    99.3
    
    
    
    1.16
    %
    Thirteen Weeks EndedApril 4, 2009
    
    March 29, 2008Net sales
    
    
    100.00
    %
    
    
    100.00
    %Cost of sales
    
    
    94.35
    
    
    
    94.34Gross profit
    
    
    5.65
    
    
    
    5.66Operating expenses:Selling,
general and administrative, or SG&A
    
    
    4.77
    
    
    
    4.50Reorganization costs
    
    
    0.21
    
    
    
    Income from operations
    
    
    0.67
    
    
    
    1.16Other expense, net
    
    
    0.11
    
    
    
    0.15Income before income taxes
    
    
    0.56
    
    
    
    1.01Provision for income taxes
    
    
    0.15
    
    
    
    0.26Net income
    
    
    0.41
    %
    
    
    0.75
    %
 18




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##### Table of Contents



Managements Discussion and Analysis Continued
 Results of Operations for the Thirteen Weeks Ended April 4, 2009 Compared to
Thirteen Weeks Ended March 29, 2008
      19




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##### Table of Contents



Managements Discussion and Analysis Continued
    Quarterly Data; Seasonality
  
    
    general deterioration in economic or geopolitical conditions, including changes in
legislation or regulatory environments in which we operate;
    
    competitive conditions in our industry, which may impact the prices charged and terms and
conditions imposed by our suppliers and/or competitors and the prices we charge our customers,
which in turn may negatively impact our revenues and/or gross margins;
    
    seasonal variations in the demand for our products and services, which historically have
included lower demand in Europe during the summer months, worldwide pre-holiday stocking in
the retail channel during the September-to-December period and the seasonal increase in demand
for our North American fee-based logistics related services in the fourth quarter, which
affects our operating expenses and margins;
    
    changes in product mix, including entry or expansion into new markets, as well as the exit
or retraction of certain business;
    
    the impact of and possible disruption caused by reorganization actions and efforts to
improve our IT capabilities, as well as the related expenses and/or charges;
    
    currency fluctuations in countries in which we operate;
    
    variations in our levels of excess inventory and doubtful accounts receivable, and changes
in the terms of vendor-sponsored programs such as price protection and return rights;
    
    changes in the level of our operating expenses;
    
    the impact of acquisitions we make;
    
    the occurrence of unexpected events or the resolution of existing uncertainties, including
but not limited to, litigation, regulatory matters, or uncertain tax positions;
    
    the loss or consolidation of one or more of our major suppliers or customers;
    
    product supply constraints; and
    
    interest rate fluctuations and/or credit market volatility, which may increase our
borrowing costs and may influence the willingness or ability of customers and end-users to
purchase products and services.
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Managements Discussion and Analysis Continued
 Liquidity and Capital Resources
 Cash Flows
 
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Managements Discussion and Analysis Continued
  Capital Resources
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Managements Discussion and Analysis Continued
        23




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##### Table of Contents



Managements Discussion and Analysis Continued
 Covenant Compliance
  Other Matters
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
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Part II. Other Information
 
 Item 1. Legal Proceedings
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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
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Item 6. Exhibits
 No.
    
    Description31.1
    
    Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (SOX)31.2
    
    Certification by Principal Financial Officer pursuant to Section 302 of SOX32.1
    
    Certification by Principal Executive Officer pursuant to Section 906 of SOX32.2
    
    Certification by Principal Financial Officer pursuant to Section 906 of SOX
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##### Table of Contents



Signatures
  INGRAM MICRO INC.By:
Name:
    
    /s/ William D. Humes

William D. HumesTitle:
    
    Executive Vice President andChief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)
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EXHIBIT INDEX
 No.
    
    Description31.1
    
    Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (SOX)31.2
    
    Certification by Principal Financial Officer pursuant to Section 302 of SOX32.1
    
    Certification by Principal Executive Officer pursuant to Section 906 of SOX32.2
    
    Certification by Principal Financial Officer pursuant to Section 906 of SOX
 29