##### 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
AND EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 For the transition period from ___to ___
 Commission
file number 1-5978
 SIFCO Industries, Inc.
  Ohio
    
    34-0553950(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)970 East 64th Street, Cleveland Ohio
    
    44103(Address of principal executive offices)
    
    (Zip Code)
  (Registrants telephone number, including area code)
 þ o
  o o þ
 o þ




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TABLE OF CONTENTS  Part I. Financial InformationItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 2. Change in Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESEX-4.23EX-9.3EX-10.17EX-10.18EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 Part I. Financial Information
 
 Item 1. Financial Statements
 SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(Amounts in thousands, except per share data)
 Three Months EndedDecember 31,2006
    
    
    2005Net sales
    
    $
    21,453
    
    
    $
    19,820Operating expenses and other:Cost of goods sold
    
    
    17,671
    
    
    
    18,011Selling, general and administrative
expenses
    
    
    3,479
    
    
    
    3,270Total operating expenses
    
    
    21,150
    
    
    
    21,281Operating income
(loss)
    
    
    303
    
    
    
    (1,461
    )Interest income
    
    
    (47
    )
    
    
    (8
    )Interest expense
    
    
    19
    
    
    
    41Foreign currency exchange loss (gain),
net
    
    
    235
    
    
    
    (24
    )Other income, net
    
    
    (2,112
    )
    
    
    (17
    )Income (loss) before income
tax provision
    
    
    2,208
    
    
    
    (1,453
    )Income tax provision
    
    
    31
    
    
    
    13Net income (loss)
    
    $
    2,177
    
    
    $
    (1,466
    )Net income (loss) per share (basic)
    
    $
    0.42
    
    
    $
    (0.28
    )Net income (loss) per share (diluted)
    
    $
    0.42
    
    
    $
    (0.28
    )Weighted-average number of common shares
(basic)
    
    
    5,226
    
    
    
    5,222Weighted-average number of common shares
(diluted)
    
    
    5,238
    
    
    
    5,222
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(Amounts in thousands, except per share data)
 December 31,
    
    
    September 30,2006
    
    
    2006(unaudited)ASSETSCurrent Assets:Cash and cash
equivalents
    
    $
    3,813
    
    
    $
    4,744Receivables,
net
    
    
    18,417
    
    
    
    18,652Inventories
    
    
    9,594
    
    
    
    8,052Refundable income
taxes
    
    
    16
    
    
    
    188Prepaid expenses and other current
assets
    
    
    658
    
    
    
    601Total current
assets
    
    
    32,498
    
    
    
    32,237Property, plant and equipment,
net
    
    
    14,966
    
    
    
    14,059Other
assets
    
    
    2,454
    
    
    
    2,479Total
assets
    
    $
    49,918
    
    
    $
    48,775LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current maturities of long-term
debt
    
    $
    32
    
    
    $
    52Accounts
payable
    
    
    10,808
    
    
    
    10,454Accrued
liabilities
    
    
    6,172
    
    
    
    6,720Total current
liabilities
    
    
    17,012
    
    
    
    17,226Long-term debt, net of current
maturities
    
    
    534
    
    
    
    427Other long-term
liabilities
    
    
    3,926
    
    
    
    5,939Shareholders equity:Serial preferred shares, no par value,
authorized 1,000 shares
    
    
    
    
    
    
    Common shares, par value $1 per share,
authorized 10,000 shares; issued and
outstanding 5,230 and 5,222 shares at
December 31, 2006 and September 30,
2006, respectively
    
    
    5,230
    
    
    
    5,222Additional paid-in
capital
    
    
    6,353
    
    
    
    6,323Retained
earnings
    
    
    25,277
    
    
    
    23,100Accumulated other comprehensive
loss
    
    
    (8,414
    )
    
    
    (9,462
    )Total shareholders
equity
    
    
    28,446
    
    
    
    25,183Total liabilities and
shareholders
equity
    
    $
    49,918
    
    
    $
    48,775
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SIFCO Industries, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
 Three Months EndedDecember 31,2006
    
    
    2005Cash flows from operating activities:Net income (loss)
    
    $
    2,177
    
    
    $
    (1,466
    )Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:Depreciation and amortization
    
    
    551
    
    
    
    811Gain on disposal of assets
    
    
    (23
    )
    
    
    Proceeds from exercise of stock options and share
transactions under employee stock plan
    
    
    36
    
    
    
    36Changes in operating assets and liabilities:Receivables
    
    
    374
    
    
    
    3,036Inventories
    
    
    (1,523
    )
    
    
    (1,788
    )Refundable income taxes
    
    
    188
    
    
    
    (4
    )Prepaid expenses and other current assets
    
    
    (46
    )
    
    
    (119
    )Other assets
    
    
    24
    
    
    
    65Accounts payable
    
    
    293
    
    
    
    500Accrued liabilities
    
    
    (608
    )
    
    
    (180
    )Other long-term liabilities
    
    
    (2,202
    )
    
    
    (13
    )Net cash provided by (used for) operating
activities
    
    
    (759
    )
    
    
    878Cash flows from investing activities:Capital expenditures
    
    
    (548
    )
    
    
    (214
    )Proceeds from disposal of assets
    
    
    33
    
    
    
    Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (427
    )Other
    
    
    30
    
    
    
    (25
    )Net cash used for investing
activities
    
    
    (485
    )
    
    
    (666
    )Cash flows from financing activities:Proceeds from debt purchase agreement
    
    
    
    
    
    
    5,600Repayments of debt purchase agreement
    
    
    
    
    
    
    (7,136
    )Proceeds from revolving credit agreement
    
    
    5,848
    
    
    
    1,482Repayments of revolving credit agreement
    
    
    (5,741
    )
    
    
    (791
    )Proceeds from other debt
    
    
    84
    
    
    
    Repayments of other debt
    
    
    (107
    )
    
    
    Net cash provided by (used for) financing
activities
    
    
    84
    
    
    
    (845
    )Decrease in cash and cash equivalents
    
    
    (1,160
    )
    
    
    (633
    )Cash and cash equivalents at the beginning of the period
    
    
    4,744
    
    
    
    884Effect of exchange rate changes on cash and cash equivalents
    
    
    229
    
    
    
    Cash and cash equivalents at the end of the
period
    
    $
    3,813
    
    
    $
    251Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    (20
    )
    
    $
    (49
    )Cash recovered from (paid for) income taxes, net
    
    
    176
    
    
    
    (531
    )
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SIFCO Industries, Inc. and Subsidiaries
Notes to Unaudited Consolidated Condensed Financial Statements
(Amounts in thousands, except per share data)
 1. Summary of Significant Accounting Policies
 A. Principles of Consolidation
   B. Stock-Based Compensation
   Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Term (Years)
    
    
    ValueSeptember 30,
2006
    
    
    261,000
    
    
    $
    6.55Options
granted
    
    
    
    
    
    
    Options
exercised
    
    
    (8,000
    )
    
    $
    3.56Options
canceled
    
    
    (31,500
    )
    
    $
    5.94December 31,
2006
    
    
    221,500
    
    
    $
    6.94
    
    
    
    4.9
    
    
    $
    (347
    )Vested or expected
to vest at
December 31, 2006
    
    
    218,000
    
    
    $
    6.79
    
    
    
    4.9
    
    
    $
    (352
    )Exercisable at
December 31,
2006
    
    
    175,250
    
    
    $
    7.36
    
    
    
    4.0
    
    
    $
    (415
    )
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2. Inventories
  December 31,
    
    
    September 30,2006
    
    
    2006Raw materials and
supplies
    
    $
    4,555
    
    
    $
    3,220Work-in-process
    
    
    3,321
    
    
    
    3,222Finished goods
    
    
    1,718
    
    
    
    1,610Total
inventories
    
    $
    9,594
    
    
    $
    8,052
  3. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
  Three Months EndedDecember 31,2006
    
    
    2005Net income
(loss)
    
    $
    2,177
    
    
    $
    (1,466
    )Foreign currency translation
adjustment
    
    
    1,048
    
    
    
    (33
    )Currency exchange contract
adjustment
    
    
    
    
    
    
    (67
    )Total comprehensive
income
(loss)
    
    $
    3,225
    
    
    $
    (1,566
    )
  December 31,
    
    
    September 30,2006
    
    
    2006Foreign currency translation
adjustment
    
    $
    (5,595
    )
    
    $
    (6,643
    )Minimum pension liability
adjustment
    
    
    (2,819
    )
    
    
    (2,819
    )Total accumulated other
comprehensive loss
    
    $
    (8,414
    )
    
    $
    (9,462
    )
 4. Long-Term Debt
  5. Business Segments
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Three Months EndedDecember 31,2006
    
    
    2005Net sales:Aerospace Component Manufacturing Group
    
    $
    12,992
    
    
    $
    8,196Turbine Component Services and Repair Group
    
    
    5,046
    
    
    
    8,916Applied Surface Concepts Group
    
    
    3,415
    
    
    
    2,708Consolidated net sales
    
    $
    21,453
    
    
    $
    19,820Operating income (loss):Aerospace Component Manufacturing Group
    
    $
    1,649
    
    
    $
    92Turbine Component Services and Repair Group
    
    
    (1,441
    )
    
    
    (950
    )Applied Surface Concepts Group
    
    
    383
    
    
    
    (66
    )Corporate unallocated expenses
    
    
    (288
    )
    
    
    (537
    )Consolidated operating income
(loss)
    
    
    303
    
    
    
    (1,461
    )Interest (income) expense,
net
    
    
    (28
    )
    
    
    33Foreign currency exchange loss (gain), net
    
    
    235
    
    
    
    (24
    )Other income, net
    
    
    (2,112
    )
    
    
    (17
    )Consolidated income (loss) before income tax
Provision
    
    $
    2,208
    
    
    $
    (1,453
    )
 6. Retirement Benefit Plans
  Three Months EndedDecember 31,2006
    
    
    2005Service cost
    
    $
    70
    
    
    $
    230Interest cost
    
    
    252
    
    
    
    365Expected return on plan
assets
    
    
    (302
    )
    
    
    (392
    )Amortization of prior service
cost
    
    
    33
    
    
    
    33Amortization of net
loss
    
    
    29
    
    
    
    76Net periodic benefit
cost
    
    $
    82
    
    
    $
    312
  7. Government Grants
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   A. Results of Operations
 Three Months Ended December 31, 2006 Compared with Three Months Ended December 31, 2005
  Aerospace Component Manufacturing Group (ACM Group)
  8




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Turbine Component Services and Repair Group (Repair Group)
    9




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Applied Surface Concepts Group (ASC Group)
     Corporate Unallocated Expenses
  Other/General
  10




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Weighted Average
    
    
    Weighted AverageInterest Rate
    
    
    Outstanding BalanceThree Months Ended
    
    
    Three Months EndedDecember 31,
    
    
    December 31,Credit Agreement
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Revolving credit
agreement
    
    
    8.8
    %
    
    
    7.8
    %
    
    $0.4 million
    
    $0.1 millionDebt purchase
agreement (1)
    
    
    N/A
    
    
    
    4.2
    %
    
    
    N/A
    
    
    $1.3 million
 
 (1)
    
    The debt purchase agreement was paid off during the third quarter of fiscal 2006.   B. Liquidity and Capital Resources
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
   A. Foreign Currency Risk
    British Pound
    
    Euro
    
    Swedish KronaCash and cash
equivalents
    
    
    231
    
    
    
    100
    
    
    
    2Accounts receivable
    
    
    396
    
    
    
    840
    
    
    
    1,326Accounts payable and accrued
liabilities
    
    
    185
    
    
    
    907
    
    
    
    1,462
 B. Interest Rate Risk
  12




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Item 4. Controls and Procedures
    
 Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Change in 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
  
 Item 6. Exhibits
 (a)
    
    Exhibits
  13




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Exhibit No.
    
    Description3.1
    
    Third Amended Articles of Incorporation of SIFCO Industries, Inc., filed as
Exhibit 3(a) of the Companys Form 10-Q dated March 31, 2002, and incorporated
herein by reference3.2
    
    SIFCO Industries, Inc. Amended and Restated Code of Regulations dated January
29, 2002, filed as Exhibit 3(b) of the Companys Form 10-Q dated March 31,
2002, and incorporated herein by reference4.2
    
    Amended and Restated Credit Agreement Between SIFCO Industries, Inc. and
National City Bank dated April 30, 2002, filed as Exhibit 4(b) of the
Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference4.5
    
    Consolidated Amendment No. 1 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated November 26,
2002 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.5 of the Companys Form 10-K dated September 30, 2002, and incorporated
herein by reference4.6
    
    Consolidated Amendment No. 2 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated February 13,
2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.6 of the Companys Form 10-Q dated December 31, 2002, and incorporated
herein by reference4.7
    
    Consolidated Amendment No. 3 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated May 13, 2003
between SIFCO Industries Inc. and National City Bank, filed as Exhibit 4.7 of
the Companys Form 10-Q dated March 31, 2003, and incorporated herein by
reference4.8
    
    Consolidated Amendment No. 4 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated July 28, 2003
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.8 of
the Companys Form 10-Q dated June 30, 2003, and incorporated herein by
reference4.9
    
    Consolidated Amendment No. 5 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated November 26,
2003 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.9 to the Companys Form 10-K dated September 30, 2004 and incorporated
herein by reference4.10
    
    Amendment No. 6 to Amended and Restated Credit Agreement dated March 31, 2004
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.10
of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by
reference4.11
    
    Consolidated Amendment No. 7 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note dated May 14, 2004
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.11
of the Companys Form 10-Q dated March 31, 2004, and incorporated herein by
reference4.12
    
    Consolidated Amendment No. 8 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note effective June 30,
2004 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.12 of the Companys Form 10-Q dated June 30, 2004, and incorporated herein
by reference4.13
    
    Consolidated Amendment No. 9 to Amended and Restated Credit Agreement, Amended
and Restated Reimbursement Agreement and Promissory Note effective November
12, 2004 between SIFCO Industries, Inc. and National City Bank, filed as
Exhibit 4.13 to the Companys Form 10-K dated September 30, 2004 and
incorporated herein by reference4.14
    
    Amendment No. 10 to Amended and Restated Credit Agreement effective December
31, 2004 between SIFCO Industries, Inc. and National City Bank, filed as
Exhibit 4.14 to the Companys Form 10-Q dated December 31, 2004, and
incorporated herein by reference4.15
    
    Amendment No. 11 to Amended and Restated Credit Agreement dated May 19, 2005
between SIFCO Industries, Inc. and National City Bank, filed as Exhibit 4.15
to the Companys Form 10-Q/A dated March 31, 2005, and incorporated herein by
reference
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##### Table of Contents



Exhibit No.
    
    Description4.16
    
    Amendment No. 12 to Amended and Restated Credit Agreement dated August 10,
2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.16 to the Companys Form 10-Q dated June 30, 2005, and incorporated herein
by reference4.17
    
    Debt Purchase Agreement Between The Governor and Company of the Bank of
Ireland and SIFCO Turbine Components Limited, filed as Exhibit 4.17 to the
Companys Form 8-K dated September 29, 2005, and incorporated herein by
reference4.18
    
    Mortgage and Charge dated September 26, 2005 between SIFCO Turbine Components
Limited and the Governor and Company of the Bank of Ireland, filed as Exhibit
4.18 to the Companys Form 8-K dated September 29, 2005, and incorporated
herein by reference4.19
    
    Amendment No. 13 to Amended and Restated Credit Agreement dated November 23,
2005 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.19 to the Companys Form 10-K dated September 30, 2005, and incorporated
herein by reference4.20
    
    Amendment No. 14 to Amended and Restated Credit Agreement dated February 10,
2006 between SIFCO Industries, Inc. and National City Bank, filed as Exhibit
4.20 to the Companys Form 10-Q dated December 31, 2005, and incorporated
herein by reference4.21
    
    Amendment No. 15 to Amended and Restated Credit Agreement dated August 14,
2006 between SIFCO Industries, Inc. and National City Bank, filed as exhibit
4.21 to the Companys Form 10-Q dated June 30, 2006 and incorporated herein by
reference4.22
    
    Amendment No. 16 to Amended and Restated Credit Agreement dated November 29,
2006 between SIFCO Industries, Inc. and National City Bank, filed as exhibit
4.22 to the Companys Form 10-K dated September 30, 2006 and incorporated
herein by reference* 4.23
    
    Amendment No. 17 to Amended and Restated Credit Agreement dated February 5,
2007 between SIFCO Industries, Inc. and National City Bank9.1
    
    Voting Trust Extension Agreement dated January 14, 2002, filed as Exhibit 9.1
of the Companys Form 10-K dated September 30, 2002, and incorporated herein
by reference9.2
    
    Voting Trust Agreement dated January 15, 1997, filed as Exhibit 9.2 of the
Companys Form 10-K dated September 30, 2002, and incorporated herein by
reference* 9.3
    
    Voting Trust Agreement dated January 30, 200710.2
    
    Deferred Compensation Program for Directors and Executive Officers (as amended
and restated April 26, 1984), filed as Exhibit 10(b) of the Companys Form
10-Q dated March 31, 2002, and incorporated herein by reference10.3
    
    SIFCO Industries, Inc. 1998 Long-term Incentive Plan, filed as Exhibit 10.3 of
the Companys form 10-Q dated June 30, 2004, and incorporated herein by
reference10.4
    
    SIFCO Industries, Inc. 1995 Stock Option Plan, filed as Exhibit 10(d) of the
Companys Form 10-Q dated March 31, 2002, and incorporated herein by reference10.5
    
    Change in Control Severance Agreement between the Company and Frank Cappello,
dated September 28, 2000, filed as Exhibit 10(g) of the Companys Form 10-Q
dated December 31, 2000, and incorporated herein by reference10.7
    
    Change in Control Severance Agreement between the Company and Remigijus
Belzinskas, dated September 28, 2000, filed as Exhibit 10 (i) of the Companys
Form 10-Q dated December 31, 2000, and incorporated herein by reference
 15




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Exhibit No.
    
    Description10.9
    
    Change in Control Severance Agreement between the Company and Timothy V.
Crean, dated July 30, 2002, filed as Exhibit 10.9 of the Companys Form 10-K
dated September 30, 2002, and incorporated herein by reference10.10
    
    Change in Control Severance Agreement between the Company and Jeffrey P.
Gotschall, dated July 30, 2002, filed as Exhibit 10.10 of the Companys Form
10-K dated September 30, 2002, and incorporated herein by reference10.11
    
    Form of Restricted Stock Agreement, filed as Exhibit 10.11 of the Companys
Form 10-K dated September 30, 2002, and incorporated herein by reference10.12
    
    Form of Tender, Condition of Tender, Condition of Sale and General Conditions
of Sale dated June 30, 2004, filed as Exhibit 10.12 of the Companys Form 8-K
dated October 14, 2004, and incorporated herein by reference10.13
    
    Separation Agreement and Release between Hudson D. Smith and SIFCO Industries,
Inc., effective January 31, 2005, filed as Exhibit 10.13 of the Companys Form
8-K dated February 8, 2005, and incorporated herein by reference10.14
    
    Separation Pay Agreement between Frank A. Cappello and SIFCO Industries, Inc.
dated December 16, 2005, filed as Exhibit 10.14 of the Companys Form 10-K
dated September 30, 2005, and incorporated herein by reference10.15
    
    Agreement for the Purchase of the Assets of the Large Aerospace Business of
SIFCO Turbine Components Limited dated March 16, 2006 between SIFCO Turbine
Components Limited, SIFCO Industries, Inc, and SR Technics Airfoil Services
Limited, as amended on April 19, 2006, May 2, 2006, May 5, 2006, May 9, 2006,
and May 10, 2006, filed as exhibits 10.15 of the Companys Form 10-Q dated
March 31, 2006 and incorporated herein by reference10.16
    
    Separation Agreement and Release Without Prejudice between the Company and
Timothy V. Crean, dated November 28, 2006 filed as Exhibit 99.1 of the
Companys Form 8-K dated November 30, 2006, and incorporated herein by
reference*10.17
    
    Amendment No. 1 to Change in Control Severance Agreement between the Company
and Frank Cappello, dated February 5, 2007*10.18
    
    Amendment No. 1 to Change in Control Severance Agreement between the Company
and Remigijus Belzinskas, dated February 5, 200714.1
    
    Code of Ethics, files as Exhibit 14.1 of the Companys Form 10-K dated
September 30, 2003, and incorporated herein by reference*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)*31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)*32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350*32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 16




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SIGNATURES
  SIFCO Industries, Inc.
(Registrant)Date: February 7, 2007
    
    /s/ Jeffrey P. GotschallJeffrey P. GotschallChairman of the Board andChief Executive OfficerDate: February 7, 2007
    
    /s/ Frank A. CappelloFrank A. CappelloVice President-Finance andChief Financial Officer(Principal Financial Officer)
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