##### 



United States Securities and Exchange Commission
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2008
 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 001-33836
 Stewart & Stevenson LLC
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    20-3974034
(I.R.S. Employer Identification Number)
 1000 Louisiana Street, Suite 5900, Houston, TX, 77002
 (713) 751-2700
 None
 None
 o þ
 o þ
 þ o
 þ
  o o þ o
  o þ




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TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    10Item 1B. Unresolved Staff Comments
    
    
    18Item 2. Properties
    
    
    18Item 3. Legal Proceedings
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19PART IIItem 5. Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
    
    
    19Item 6. Selected Financial Data
    
    
    19Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 7A. Quantitative and Qualitative Disclosure About Market Risk
    
    
    33Item 8. Financial Statements and Supplementary Data
    
    
    34Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    34Item 9A. Controls and Procedures
    
    
    34Item 9A(T). Controls and Procedures
    
    
    34Item 9B. Other Information
    
    
    34PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    35Item 11. Executive Compensation
    
    
    38Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    42Item 13. Certain Relationships and Related Transactions
    
    
    44Item 14. Principal Accountant Fees and Services
    
    
    44PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    45SignaturesCertifications
  i




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Cautionary Note Regarding Forward-looking Statements
  WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
 2




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PART I
  
 ITEM 1. Business
 Our Company
    SSSI Acquisition
  Crown Acquisition
  3




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Products and Services
  Equipment
   Product line
    
    Product descriptionWell Stimulation
    
    Equipment that includes fracturing pumps, blenders,
hydration, chemical additive systems and control systems and
software used to enhance oil and gas productionEngines
    
    Internal combustion diesel and natural gas enginesPower Generation
    
    Standby, emergency backup, fire suppression and prime power
in a variety of configurations and capacities using natural
gas and diesel enginesDrilling, Workover
and Well Servicing
Rigs
    
    Various equipment used in drilling, workover and well
servicing to find and/or enhance oil and gas productionTransmissions
    
    Automatic transmissions and related productsPrime Mover Packages
    
    Engineered packages; mating internal combustion engines to a
transmission or torque converter to power specific customer
applicationsMaterial Handling
    
    Forklift trucks and ancillary equipmentSeismic
    
    Contract manufacturing of seismic equipmentRail Car Movers
    
    Engine-driven equipment used in rail car switching operationsCoiled Tubing
    
    Well workover, stimulation, and drilling equipment used on
land and offshore applications which include patented
products such as injector headsOther
    
    Various equipment utilized in the oil and gas services
industry, such as cementing, nitrogen pumping and fluid
pumping
 Aftermarket Parts and Service
  4




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Rental
   Product line
    
    Product descriptionMaterial Handling Equipment
    
    Forklift trucks, railcar movers, and ancillary equipmentGenerators
    
    Engines/generators ranging from 25 to 2,000 kilowattsAir Compressors
    
    Air compressors ranging from 375 to 1,600 cubic feet per minute
  Customers and Markets
  5




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Market
    
    Types of customersOil and gas services
    
    Well stimulation providers, drilling contractors, well servicing companies,
integrated oil companies and national oil companiesCommercial vehicles
    
    Freight transportation companies, emergency services, transit authorities
and recreational vehicle users. Primarily aftermarket parts and serviceMaterial handling
    
    Warehouse /distribution companies, manufacturing companies, chemical
companies and various others utilizing forklifts and rail car spottersPower generation
    
    Providers of electricity for commercial and personal consumptionMarine
    
    Offshore work boat providers, tug boat operators and recreational boat usersConstruction
    
    Commercial building and home construction companies and highway
construction companiesGovernment
    
    Federal Agencies (such as the U.S. Department of Defense), State Agencies
(such as Department of Transportation) and Local Agencies (such as
Department of Public Works)Mining
    
    Companies involved in the extraction of raw materials through various
mining methodsOther
    
    Primarily authorized dealers and distributors of our products in various
markets including the primary markets we serve and various other industries
  Sales and Marketing
  Backlog
   Competition
  6




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Suppliers and Raw Materials
   Supplier
    
    
    
    
    
    ExpirationOEM
    
    Since
    
    Products
    
    Designated Geographic Territories
    
    DateDetroit Diesel Corporation
    
    1938
    
    High-speed diesel engines
    
    Texas, Colorado, New Mexico, Wyoming, Western Nebraska, South Louisiana, Coastal Mississippi, Coastal Alabama and Colombia
    
    2010MTU Friedrichshafen
    
    1938
    
    Heavy-duty high-speed diesel and natural gas engines
    
    Texas, Colorado, New Mexico, Wyoming, Western Nebraska, South Louisiana, Coastal Mississippi, Coastal Alabama and Colombia
    
    2010
 7




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Supplier
    
    
    
    
    
    ExpirationOEM
    
    Since
    
    Products
    
    Designated Geographic Territories
    
    DateElectro-Motive Diesel, Inc.
    
    1956
    
    Heavy-duty medium speed diesel engines
    
    Texas, Colorado, New Mexico, Oklahoma, Arkansas, Louisiana, Tennessee, Mississippi, Alabama, Mexico, Central America and parts of South America
    
    2010Hyster Company
    
    1959
    
    Material handling equipment
    
    Texas and New Mexico
    
    No expiration dateAllison Transmission, Inc.
    
    1973
    
    Automatic transmissions, power shift transmissions and torque converters
    
    Texas, Colorado, New Mexico, Wyoming, Western Nebraska, South Louisiana, Coastal Mississippi, Coastal Alabama, Venezuela and Colombia
    
    2008Waukesha Engine, Dresser Inc.
    
    1994
    
    Natural gas industrial engines
    
    Colorado, Wyoming, Western New Mexico, Utah, Kansas, Arizona, Idaho and Nevada
    
    2009Deutz Corporation
    
    1996
    
    Diesel and natural gas engines
    
    Colorado, Eastern Wyoming, Arizona, New Mexico, Texas, Oklahoma, Kansas, Arkansas, Louisiana, Mississippi, Western Tennessee, Venezuela and Colombia
    
    No expiration date
   Employees
  Manufacturing and Engineering Design
  8




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Trademarks and Patents
   Environmental and Health and Safety Matters
   9




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Regulatory Matters
   
 ITEM 1A. Risk Factors
 Our level of indebtedness could negatively affect our financial condition, adversely affect our
ability to raise additional capital to fund our operations and harm our ability to react to changes
to our business.
   
    
    our use of a substantial portion of our cash flow from operations to pay interest on
our indebtedness will reduce the funds available to us for operations and other purposes;
    
    our ability to obtain additional debt or equity financing for working capital, capital
expenditures, product development, debt service requirements, acquisitions or general
corporate purposes may be impaired;
    
    our indebtedness could place us at a competitive disadvantage compared to our
competitors that may have proportionately less debt;
    
    our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate may be limited; and
    
    our indebtedness makes us more vulnerable to economic downturns and adverse
developments in our business.
 10




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Our senior credit facility and the indenture governing our senior notes impose significant
operating and financial restrictions on us which may prevent us from pursuing our business
strategies or favorable business opportunities.
  
    
    incur or assume indebtedness, or provide guarantees in respect of obligations of other
persons;
    
    purchase, redeem or repay subordinated indebtedness prior to stated maturities;
    
    pay dividends on or redeem or repurchase our stock or make other distributions;
    
    issue redeemable stock and preferred stock;
    
    make loans, investments or acquisitions;
    
    incur liens;
    
    engage in sale/leaseback transactions;
    
    restrict dividends, distributions, loans or other payments or asset transfers from our
subsidiaries;
    
    sell or otherwise dispose of assets, including capital stock of our subsidiaries;
    
    enter into certain transactions with affiliates;
    
    consolidate or merge with or into, or sell substantially all of our assets to, another
person;
    
    enter into new lines of business; and
    
    otherwise conduct necessary corporate activities.
   Periodic economic and industry downturns may adversely impact our operating results.
  
    
    oil and gas prices and industry perceptions of future price levels;
    
    the cost of exploring for, producing and delivering oil and gas; and
 11




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
    
    the ability of oil and gas companies to generate capital for investment purposes.
    We face intense competition in each of our lines of business.
     Our international sales and aftermarket parts and service operations are subject to factors that
could have an adverse effect on our business, financial condition and results of operations.
   
    
    the effect of exchange rates on purchasing decisions and power of our foreign customers;
 12




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
    
    changes in exchange rates which could result in increases or decreases in our costs and
earnings;
 
    
    foreign exchange risks resulting from changes in foreign exchange rates and the
implementation of exchange controls;
 
    
    limitations on our ability to reinvest earnings from operations in one country to fund the
capital needs of our operations in another country; and
 
    
    government regulation and the imposition of, or unexpected adverse changes in, foreign laws
or regulatory requirements, including those pertaining to import duties and quotas, taxes,
trade and employment restrictions.
    If our arrangements with our suppliers, including our key OEMs, were to be adversely affected, our
equipment sales and aftermarket parts and service businesses may suffer.
   
    
    Detroit Diesel Corporation,
 
    
    MTU Friedrichshafen,
 
    
    Allison Transmission, Inc.,
 
    
    Electro-Motive Diesel, Inc.,
 
    
    Hyster Company,
 
    
    Waukesha Engine, Dresser Inc., and
 
    
    Deutz Corporation.
  13




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
    
    the nonrenewal or termination, or material change in the terms, of such supplier contracts;
    
    the acquisition of one or more of our seven key OEMs by one of our competitors or another
entity that could adversely affect our relationship;
    
    the inability of our suppliers to provide us with sufficient quantities of equipment and
parts to meet the demands of our customers; and
    
    the appointment by our suppliers of additional providers in designated territories in which
we are currently the only provider.
  The occurrence of an event not fully covered by insurance could have a material adverse effect on
our business, financial condition and results of operations.
    Our success is dependent on our ability to attract and retain qualified employees.
  14




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Our customers are generally quoted a fixed price for the equipment that we sell, which exposes us
to the risk of cost overruns if we do not accurately estimate the costs associated with the
product.
  We are susceptible to adverse weather conditions affecting the Gulf Coast.
   We may continue to expand through acquisitions of other companies, which may divert our
managements attention, may result in dilution to our stockholders and may consume resources that
are necessary to sustain our business. We may not be able to successfully integrate acquired
businesses with our business and we may not realize the anticipated benefits of such acquisitions.
  
    
    integration of product lines, sales forces, customer lists and manufacturing facilities;
    
    development of expertise outside our existing business;
    
    diversion of management time and resources;
    
    harm to our existing business relationships;
    
    the potential loss of key employees of the acquired business; and
    
    possible divestitures, inventory write-offs and other charges.
  15




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Our operations and our customers operations are subject to a variety of environmental, health and
safety laws and regulations that may increase our costs, limit the demand for our products and
services or restrict our operations.
     Failure to maintain key licenses could have a material impact on our operations.
  16




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We may be unable to adequately protect or enforce our own intellectual property rights or the value
thereof, including our rights to use the Stewart & Stevenson and Crown trademarks, which could
have a material adverse effect on our business.
    
    
    the patents, copyrights, trademarks, domain names, intellectual property licenses and other
intellectual property held by, used and/or licensed to us, may be challenged, rejected or
determined to be invalid; and
    
    the confidentiality procedures we have in place for maintaining trade secrets and other
proprietary information are not properly followed which may result in the loss of such rights.
  As an SEC reporting company, we are subject to additional regulation and will incur additional
administrative costs relating to compliance with U.S. securities laws.
  17




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If we fail to maintain an effective system of internal controls, we may not be able to report our
financial results accurately or prevent fraud.
  The interests of the controlling holder of our common equity may not be aligned with your
interests.
  
 ITEM 1B. Unresolved Staff Comments
  
 ITEM 2. Properties
  18




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##### 



Location
    
    Leased /Owned
    
    TypeDallas, TX
    
    Owned
    
    Manufacturing /Service /SalesHouston, TX (East)
    
    Owned
    
    Manufacturing /Service /SalesHouston, TX (Northwest)
    
    Owned
    
    Manufacturing /Service /SalesOdessa, TX
    
    Owned
    
    Manufacturing /Service /SalesDenver, CO
    
    Owned
    
    Manufacturing /Service /SalesSan Antonio, TX
    
    Owned
    
    Service /SalesNew Orleans, LA
    
    Owned/Leased
    
    Manufacturing /Service /SalesFarmington, NM
    
    Owned
    
    Service /SalesCorpus Christi, TX
    
    Owned
    
    Service /SalesOdessa, TX(1)
    
    Leased
    
    Manufacturing /Service /SalesEdmond, OK(1)
    
    Leased
    
    Manufacturing /Service /SalesVictoria, TX(1)
    
    Leased
    
    Manufacturing /Service /SalesCalgary, Canada(1)
    
    Leased
    
    Manufacturing /Service /Sales
 
 (1)
    
    As part of the Crown Acquisition, we entered into lease
arrangements with the seller and were granted an option, exercisable by July 2008, to
purchase the leased facilities. 
 ITEM 3.
    
    Legal Proceedings
  
 ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
  
 PART II
 
 ITEM 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
   
 ITEM 6.
    
    Selected Financial Data
  19




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##### 



Year ended January 31,Predecessor
    
    
    Combined2004
    
    
    2005
    
    
    2006(2)
    
    
    2007
    
    
    2008(In thousands, except per unit data)
    
    (Non-GAAP)Statement of operations data:Sales
    
    $
    498,118
    
    
    $
    548,476
    
    
    $
    690,673
    
    
    $
    942,148
    
    
    $
    1,335,427Cost of sales
    
    
    448,602
    
    
    
    462,516
    
    
    
    582,750
    
    
    
    774,060
    
    
    
    1,070,396Gross profit
    
    
    49,516
    
    
    
    85,960
    
    
    
    107,923
    
    
    
    168,088
    
    
    
    265,031Selling and administrative expenses
    
    
    96,573
    
    
    
    81,691
    
    
    
    84,500
    
    
    
    108,005
    
    
    
    139,947Other income, net
    
    
    (204
    )
    
    
    (2,749
    )
    
    
    (2,427
    )
    
    
    (1,900
    )
    
    
    (989
    )Operating profit (loss)
    
    
    (46,853
    )
    
    
    7,018
    
    
    
    25,850
    
    
    
    61,983
    
    
    
    126,073Interest expense, net
    
    
    341
    
    
    
    155
    
    
    
    439
    
    
    
    19,756
    
    
    
    29,058Earnings (loss) from continuing operations before income taxes
    
    
    (47,194
    )
    
    
    6,863
    
    
    
    25,411
    
    
    
    42,227
    
    
    
    97,015Income tax expense (benefit)(1)
    
    
    (19,916
    )
    
    
    542
    
    
    
    10,255
    
    
    
    742
    
    
    
    5,192Net earnings (loss) from continuing operations
    
    
    (27,278
    )
    
    
    6,321
    
    
    
    15,156
    
    
    
    41,485
    
    
    
    91,823Earnings (loss) from discontinued operations net of tax
    
    
    (6,985
    )
    
    
    (559
    )
    
    
    (4,037
    )
    
    
    
    
    
    
    Net earnings (loss)
    
    
    (34,263
    )
    
    
    5,762
    
    
    
    11,119
    
    
    
    41,485
    
    
    
    91,823Preferred dividends
    
    
    
    
    
    
    
    
    
    
    (128
    )
    
    
    (4,017
    )
    
    
    Net earnings (loss) available for common unit holders
    
    $
    (34,263
    )
    
    $
    5,762
    
    
    $
    10,991
    
    
    $
    37,468
    
    
    $
    91,823Net earnings (loss) from continuing operations per unit:Basic
    
    $
    (0.36
    )
    
    $
    0.08
    
    
    $
    0.20
    
    
    $
    0.51
    
    
    $
    0.92Diluted
    
    $
    (0.27
    )
    
    $
    0.06
    
    
    $
    0.15
    
    
    $
    0.41
    
    
    $
    0.92Net earnings (loss) available for common unit holders per
common unit:Basic
    
    $
    (0.46
    )
    
    $
    0.08
    
    
    $
    0.15
    
    
    $
    0.46
    
    
    $
    0.92Diluted
    
    $
    (0.34
    )
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    0.41
    
    
    $
    0.92Weighted average units outstanding:Basic
    
    
    75,000
    
    
    
    75,000
    
    
    
    75,000
    
    
    
    80,745
    
    
    
    100,005Diluted
    
    
    100,005
    
    
    
    100,005
    
    
    
    100,005
    
    
    
    100,005
    
    
    
    100,005Balance Sheet Data (end of period):Working capital
    
    $
    211,031
    
    
    $
    170,109
    
    
    $
    190,130
    
    
    $
    214,718
    
    
    $
    318,072Cash & cash equivalents
    
    
    1,670
    
    
    
    1,838
    
    
    
    1,093
    
    
    
    5,852
    
    
    
    12,382Property, plant and equipment, net
    
    
    66,616
    
    
    
    61,907
    
    
    
    45,858
    
    
    
    61,303
    
    
    
    82,606Total assets
    
    
    332,646
    
    
    
    296,974
    
    
    
    395,822
    
    
    
    456,801
    
    
    
    673,621Total debt
    
    
    1,932
    
    
    
    1,671
    
    
    
    194,525
    
    
    
    204,474
    
    
    
    294,592Total shareholders equity
    
    
    282,699
    
    
    
    237,274
    
    
    
    69,814
    
    
    
    94,872
    
    
    
    174,941
 
 (1)
    
    We conduct our operations as Stewart & Stevenson LLC, a limited liability company, and, as a result, U.S. federal and certain
state income taxes are paid by the holders of our equity interests. Therefore, no U.S. federal income tax expense was recorded in
our statements of operations for the period from January 23, 2006 to January 31, 2006 and the years ended January 31, 2007 and
January 31, 2008. The amounts shown reflect taxes paid to foreign jurisdictions and certain state taxes.(2)
    
    The statements of operations data for the year ended January 31, 2006 is a non-GAAP financial measurement. The data for the year
ended January 31, 2006 has been derived by combining the SSSI Acquired Business results for the period of February 1, 2005 to
January 22, 2006 and our results for the period of January 23, 2006 to January 31, 2006, both included elsewhere in this 10-K. We
have included the combined financial data for Fiscal 2005 because we believe that a full year measurement for Fiscal 2005 is more
useful to investors to analyze our operating results. See Item 7  Managements Discussion and Analysis of Financial Condition
and Results of Operations  Our Historical Financial Information for a reconciliation of the audited financial statements to the
Combined Fiscal 2005 Non-GAAP financial data included above. 20




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ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
    Fiscal Year Ended(In thousands)
    
    January 31, 2008
    
    January 31, 2007
    
    January 31, 2006Net earnings from continuing operations
    
    $
    91,823
    
    
    $
    41,485
    
    
    $
    15,156Interest expense
    
    
    29,058
    
    
    
    19,756
    
    
    
    439Income tax expense
    
    
    5,192
    
    
    
    742
    
    
    
    10,255Depreciation and amortization
    
    
    19,237
    
    
    
    17,256
    
    
    
    13,283EBITDA
    
    $
    145,310
    
    
    $
    79,239
    
    
    $
    39,133
  21




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Our Historical Financial Information
   22




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##### 



Predecessor
    
    
    SuccessorFebruary 1,
    
    
    January 23,
    
    
    Combined2005 to
    
    
    2006 to
    
    
    FiscalJanuary 22, 2006
    
    
    January 31, 2006
    
    
    2005(In thousands)
    
    
    
    
    
    
    
    
    
    (non-GAAP)Statement of operations data:Sales
    
    $
    673,175
    
    
    $
    17,498
    
    
    $
    690,673Cost of sales
    
    
    567,432
    
    
    
    15,318
    
    
    
    582,750Gross profit
    
    
    105,743
    
    
    
    2,180
    
    
    
    107,923Selling and administrative expenses
    
    
    82,472
    
    
    
    2,028
    
    
    
    84,500Other income, net
    
    
    (2,411
    )
    
    
    (16
    )
    
    
    (2,427
    )Operating profit
    
    
    25,682
    
    
    
    168
    
    
    
    25,850Interest expense, net
    
    
    109
    
    
    
    330
    
    
    
    439Earnings (loss) from continuing operations before income taxes
    
    
    25,573
    
    
    
    (162
    )
    
    
    25,411Income tax expense
    
    
    10,255
    
    
    
    
    
    
    
    10,255Net earnings (loss) from continuing operations
    
    
    15,318
    
    
    
    (162
    )
    
    
    15,156Loss from discontinued operations, net of tax
    
    
    (4,037
    )
    
    
    
    
    
    
    (4,037
    )Net earnings (loss)
    
    
    11,281
    
    
    
    (162
    )
    
    
    11,119Preferred dividends
    
    
    
    
    
    
    (128
    )
    
    
    (128
    )Net earnings (loss) available for common unit holders
    
    $
    11,281
    
    
    $
    (290
    )
    
    $
    10,991Segment results data:SalesEquipment
    
    $
    348,736
    
    
    $
    10,822
    
    
    $
    359,558Aftermarket Parts and Service
    
    
    298,086
    
    
    
    5,999
    
    
    
    304,085Rental
    
    
    26,353
    
    
    
    677
    
    
    
    27,030Total Sales
    
    $
    673,175
    
    
    $
    17,498
    
    
    $
    690,673Operating profit (loss)Equipment
    
    $
    10,117
    
    
    $
    248
    
    
    $
    10,365After market parts and service
    
    
    28,028
    
    
    
    277
    
    
    
    28,305Rental
    
    
    8,194
    
    
    
    63
    
    
    
    8,257Corporate
    
    
    (20,657
    )
    
    
    (420
    )
    
    
    (21,077
    )Total operating profit
    
    $
    25,682
    
    
    $
    168
    
    
    $
    25,850
   23




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Critical Accounting Policies
  Revenue Recognition:
  Allowance for Doubtful Accounts:
   Inventories:
  24




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Business Combinations and Goodwill and Indefinite-Lived Intangible Assets:
  Long-Lived Assets:
 Buildings and leasehold improvements
    
    10-25 yearsRental equipment
    
    2-8 yearsMachinery and equipment
    
    4-7 yearsComputer hardware and software
    
    3-4 yearsIntangible assets
    
    6 months-27 years
   Warranty Costs:
 25




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##### 



Customer Deposits:
 Insurance:
 Comparison of the Results of OperationsFiscal 2007 and Fiscal 2006
 Sales
 Change(In thousands)
    
    Fiscal 2007
    
    
    Fiscal 2006
    
    
    $
    
    
    %Equipment
    
    $
    930,357
    
    
    $
    583,459
    
    
    $
    346,898
    
    
    
    59
    %Aftermarket parts and service
    
    
    376,327
    
    
    
    332,434
    
    
    
    43,893
    
    
    
    13
    %Rental
    
    
    28,743
    
    
    
    26,255
    
    
    
    2,488
    
    
    
    9
    %Total
    
    $
    1,335,427
    
    
    $
    942,148
    
    
    $
    393,279
    
    
    
    42
    %
  26




---



##### 



Gross profit
 Selling and administrative expenses
 Other income, net
 Operating profit
 Interest expense, net
 Comparison of the Results of OperationsFiscal 2006 and Combined Fiscal 2005
 Sales
 Combined
    
    
    ChangeFiscal 2006
    
    
    Fiscal 2005
    
    
    $
    
    
    %(In thousands)
    
    
    
    
    
    (non-GAAP)Equipment
    
    $
    583,459
    
    
    $
    359,558
    
    
    $
    223,901
    
    
    
    62
    %Aftermarket parts and service
    
    
    332,434
    
    
    
    304,085
    
    
    
    28,349
    
    
    
    9Rental
    
    
    26,255
    
    
    
    27,030
    
    
    
    (775
    )
    
    
    (3
    )Total
    
    $
    942,148
    
    
    $
    690,673
    
    
    $
    251,475
    
    
    
    36
    %
 27




---



##### 



Gross profit
 Selling and administrative expenses
 Other income, net
 Operating profit
 Interest expense, net
 Segment Data
   Equipment
 28




---



##### 



Aftermarket Parts and Service
 Rental
 Corporate
  CombinedFiscal
    
    
    Fiscal
    
    
    Fiscal(In thousands)
    
    2007
    
    
    2006
    
    
    2005(non-GAAP)SalesEquipment
    
    $
    930,357
    
    
    $
    583,459
    
    
    $
    359,558Aftermarket Parts and Service
    
    
    376,327
    
    
    
    332,434
    
    
    
    304,085Rental
    
    
    28,743
    
    
    
    26,255
    
    
    
    27,030Total Sales
    
    $
    1,335,427
    
    
    $
    942,148
    
    
    $
    690,673Operating profit (loss)Equipment
    
    $
    101,350
    
    
    $
    38,622
    
    
    $
    10,365Aftermarket Parts and Service
    
    
    44,909
    
    
    
    43,069
    
    
    
    28,305Rental
    
    
    9,078
    
    
    
    8,051
    
    
    
    8,257Corporate
    
    
    (29,264
    )
    
    
    (27,759
    )
    
    
    (21,077
    )Total operating profit
    
    $
    126,073
    
    
    $
    61,983
    
    
    $
    25,850Interest expense, net
    
    
    29,058
    
    
    
    19,756
    
    
    
    439Earnings before income taxes
    
    $
    97,015
    
    
    $
    42,227
    
    
    $
    25,411Operating profit (loss) percentageEquipment
    
    
    10.9
    %
    
    
    6.6
    %
    
    
    2.9
    %Aftermarket Parts and Service
    
    
    11.9
    
    
    
    13.0
    
    
    
    9.3Rental
    
    
    31.6
    
    
    
    30.7
    
    
    
    30.5Consolidated
    
    
    9.4
    
    
    
    6.6
    
    
    
    3.7
 Segment Results Comparison Fiscal 2007 and Fiscal 2006
 Equipment
  29




---



##### 



Aftermarket Parts and Service
 Rental .
  Corporate
  Segment Results ComparisonFiscal 2006 and Combined Fiscal 2005
 Equipment
  Aftermarket Parts and Service
 Rental
  30




---



##### 



Corporate
 Liquidity and Capital Resources
      Current Resources
   31




---



##### 



(In thousands)Revolving credit facility
    
    $
    140,306Senior notes
    
    
    150,000Total
    
    $
    290,306
       Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscal(In thousands)
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    TotalSenior note obligations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    150,000
    
    
    $
    150,000Revolving line of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,306
    
    
    
    
    
    
    
    140,306Notes payable
    
    
    4,286
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,286Interest on senior debt
obligations and notes payable(1)
    
    
    23,830
    
    
    
    23,830
    
    
    
    23,830
    
    
    
    23,830
    
    
    
    15,368
    
    
    
    22,500
    
    
    
    133,188Operating leases
    
    
    8,948
    
    
    
    6,132
    
    
    
    4,466
    
    
    
    2,616
    
    
    
    1,122
    
    
    
    623
    
    
    
    23,907Total contractual cash obligations
    
    $
    37,064
    
    
    $
    29,962
    
    
    $
    28,296
    
    
    $
    26,446
    
    
    $
    156,796
    
    
    $
    173,123
    
    
    $
    451,687
 32




---



##### 



(1)
    
    Interest in respect of our senior credit facility and notes payable is calculated assuming
outstanding balance and the current average borrowing rate at January 31, 2008 remain
unchanged over the term of the facilities. Recent Accounting Pronouncements
 Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109 Accounting for Income Taxes.
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Business Combinations,
 
 ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk
  Foreign Exchange Risk
  33




---



##### 



Interest Rate Risk
  
 ITEM 8. Financial Statements and Supplementary Data
  
 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
  
 ITEM 9A(T). Controls and Procedures
  
 ITEM 9B. Other Information
  34




---



##### 



PART III
 
 ITEM 10. Directors and Executive Officers of the Registrant
 Executive Officers and Directors
  Name
    
    Age
    
    Position(s)Hushang Ansary
    
    
    80
    
    
    Chairman of the Board of DirectorsRobert L. Hargrave
    
    
    66
    
    
    Chief Executive Officer and DirectorGary W. Stratulate
    
    
    51
    
    
    President, Chief Operating Officer and DirectorJeffery W. Merecka
    
    
    41
    
    
    Vice President, Chief Financial Officer and SecretaryKenneth W. Simmons
    
    
    52
    
    
    Vice President, Domestic Sales and AftermarketNina Ansary
    
    
    41
    
    
    DirectorFrank C. Carlucci
    
    
    77
    
    
    Director and Vice ChairmanJames W. Crystal
    
    
    70
    
    
    DirectorJack F. Kemp
    
    
    72
    
    
    DirectorJohn D. Macomber
    
    
    80
    
    
    DirectorStephen Solarz
    
    
    67
    
    
    Director
 Hushang Ansary
 Robert L. Hargrave
 Gary W. Stratulate
 Jeffery W Merecka
 35




---



##### 



Kenneth
W. Simmons, Jr.
 Nina Ansary
 Frank C. Carlucci
 James W. Crystal
 Jack F. Kemp
 John D. Macomber
 Stephen Solarz
 36




---



##### 



Director Independence
  Board Committees
 Executive Committee
  Audit Committee
  
    
    selecting independent auditors;
    
    reviewing the scope of the audit to be conducted by them, as well as the results of their
audit;
    
    approving non-audit services provided to us by the independent auditor;
    
    reviewing the organization and scope of our internal system of audit, financial and
disclosure controls;
    
    appraising our financial reporting activities, including our annual report, and the
accounting standards and principles followed; and
    
    conducting other reviews relating to compliance by our employees with our policies and
applicable laws.
 Compensation Committee
  Compensation Committee Interlocks and Insider Participation
  37




---



##### 



Director Compensation
  Code
of Ethics
  
 ITEM 11. Executive Compensation
   Compensation Components
  Base Salary
  38




---



##### 



Bonus
  (a)
    
    the achievement of an EBITDA goal established specifically for the purpose of
qualifying the named executive officers for a cash bonus;(b)
    
    the scope of each individuals responsibilities;(c)
    
    the efforts of each individual during the fiscal year; and(d)
    
    the importance of retaining qualified executives in a competitive market.
    39




---



##### 



4 01(k) Plan
  Executive Officer Benefits
  2007 Incentive Compensation Plan
     40




---



##### 



Summary Compensation Table
  Equity
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    

Bonus(2)
    
    Awards
    

Compensation(3)
    

Total(2)Hushang Ansary
    
    
    2007
    
    
    $
    2,500,000
    
    
    $
    
    
    
    $
    
    
    
    $
    19,372
    
    
    $
    2,519,372Chairman of the Board of Directors and of the
Executive Committee
    
    
    2006
    
    
    $
    2,500,000
    
    
    
    
    
    
    
    
    
    
    
    8,604
    
    
    
    2,508,604Robert L. Hargrave
    
    
    2007
    
    
    
    600,000
    
    
    
    
    
    
    
    
    
    
    
    18,679
    
    
    
    618,679Chief Executive Officer and Director
    
    
    2006
    
    
    
    43,846
    (1)
    
    
    
    
    
    
    
    
    
    
    913
    
    
    
    44,759Gary W. Stratulate
    
    
    2007
    
    
    
    500,000
    
    
    
    
    
    
    
    1,122,000
    
    
    
    25,482
    
    
    
    1,647,482President, Chief Operating Officer and Director
    
    
    2006
    
    
    
    461,538
    
    
    
    500,000
    
    
    
    2,224,000
    
    
    
    20,009
    
    
    
    3,205,547Jeffery W. Merecka
    
    
    2007
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    19,217
    
    
    
    244,217Vice President, Chief Financial Officer and Secretary
    
    
    2006
    
    
    
    188,462
    
    
    
    300,000
    
    
    
    
    
    
    
    10,934
    
    
    
    499,396Kenneth W. Simmons
    
    
    2007
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    12,882
    
    
    
    212,882Vice President  Domestic Sales & Aftermarket
    
    
    2006
    
    
    
    164,885
    
    
    
    168,852
    
    
    
    
    
    
    
    20,305
    
    
    
    354,042
 
 (1)
    
    Mr. Hargrave became our chief executive officer on January 21, 2007 and, prior to such
time, was not employed by us.(2)
    
    Bonus amounts for our executive officers for Fiscal 2007 have
not been determined.(3)
    
    Consists of executive officer benefits listed above and 401(k) matching contributions. Equity Awards
  41




---



##### 



Units Vested During Fiscal 2007
 Equity AwardsNumber ofUnits Acquiring
    
    Value RealizableName of Executive Officer
    
    on Vesting
    
    on VestingGary W. Stratulate
    
    
    22
    
    
    
    1,122,000
 Director Compensation
  Fees Earned orName
    
    Year
    
    Paid in Cash
    
    TotalNina Ansary
    
    
    2007
    
    
    $
    65,000
    
    
    $
    65,0002006
    
    
    
    61,250
    
    
    
    61,250Frank C. Carlucci
    
    
    2007
    
    
    
    70,000
    
    
    
    70,0002006
    
    
    
    62,500
    
    
    
    62,500James W. Crystal
    
    
    2007
    
    
    
    75,000
    
    
    
    75,0002006
    
    
    
    63,750
    
    
    
    63,750Jack F. Kemp
    
    
    2007
    
    
    
    65,000
    
    
    
    65,0002006
    
    
    
    61,250
    
    
    
    61,250John D. Macomber
    
    
    2007
    
    
    
    65,000
    
    
    
    65,0002006
    
    
    
    61,250
    
    
    
    61,250Stephen Solarz
    
    
    2007
    
    
    
    65,000
    
    
    
    65,0002006
    
    
    
    61,250
    
    
    
    61,250Frank G. Zarb(1)
    
    
    2007
    
    
    
    70,000
    
    
    
    70,0002006
    
    
    
    17,500
    
    
    
    17,500
 
 (1)
    
    Mr. Zarb joined our board of directors in
October 2006 and resigned effective April 25, 2008. 
 ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    each person or entity known by us to beneficially own more than 5% of our outstanding
common stock;
 42




---



##### 




    
    each of our directors and named executive officers; and
    
    all of our directors and executive officers as a group.
  Number of units beneficiallyownedNumber ofName and address of beneficial owner
    
    units
    
    PercentageParman Capital Group LLC(1)
    
    
    62,749,950
    
    
    
    62.75
    %EC Investments B.V.(2)
    
    
    23,081,538
    
    
    
    23.08
    %BDC Investments B.V.(2)
    
    
    1,923,462
    
    
    
    1.92
    %Banco di Caribe N.V.(3)
    
    
    25,005,000
    
    
    
    25.00
    %Hushang Ansary(3)(4)
    
    
    62,749,950
    
    
    
    62.75
    %Robert L. Hargrave
    
    
    
    
    
    
    Gary W. Stratulate
    
    
    1,000,050
    
    
    
    1.00
    %Jeffery W. Merecka
    
    
    
    
    
    
    Nina Ansary
    
    
    6,000,000
    
    
    
    6.00
    %Frank C. Carlucci(3)(5)
    
    
    5,250,000
    
    
    
    5.25
    %James W. Crystal(3)
    
    
    
    
    
    
    Jack F. Kemp(3)
    
    
    
    
    
    
    John D. Macomber(3)
    
    
    
    
    
    
    Stephen Solarz
    
    
    
    
    
    
    All
directors and executive officers as a group (12 persons)
    
    
    75,000,000
    
    
    
    75.00
    %
 
 (1)
    
    Mr. Hushang Ansary is the sole member of Parman Capital Group LLC and has sole voting and
dispositive power with respect to the shares held by Parman Capital Group LLC.(2)
    
    EC Investments B.V. is indirectly 93.9% owned and BDC Investments B.V. is 100% indirectly
owned by Banco di Caribe N.V. (the Bank). Mr. Gijsbert van Doorn, the chief executive
officer of EC Investments B.V., has sole voting and dispositive power with respect to the
shares held by EC Investments B.V. Mr. Steven C. Graybill, the chief executive officer of
BDC Investments B.V., has sole voting and dispositive power with respect to the shares held
by BDC Investments B.V.(3)
    
    Shares beneficially owned by the Bank reflect beneficial ownership of shares held by EC
Investments B.V. and BDC Investments B.V. Mr. Hushang Ansary is chairman of the Supervisory
Board of the Bank and of a private investment company that owns a controlling interest in
the Bank. Messrs. Carlucci, Crystal, Kemp and Macomber are also members of the Supervisory
Board of the Bank. Each of Messrs. Ansary, Carlucci, Crystal, Kemp and Macomber disclaim
beneficial ownership of such shares.(4)
    
    Reflects beneficial ownership of shares held by Parman Capital Group LLC.(5)
    
    Reflects shares held by Frank C. Carlucci III Revocable Trust. 43




---



##### 



ITEM 13. Certain Relationships and Related Transactions
    
 ITEM 14. Principal Accountant Fees and Services
  Year Ended
    
    
    Year EndedJanuary 31, 2008
    
    
    January 31, 2007Audit Fees
    
    $
    2,508,503
    
    
    $
    1,095,964Audit-Related Fees
    
    
    110,000
    
    
    
    264,624Tax Fees
    
    
    11,110
    
    
    
    71,576Total
    
    $
    2,629,613
    
    
    $
    1,432,164
  Audit Fees
  Audit-Related Fees
  Tax Fees
  44




---



##### 



PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 (1)
    
    Financial Statements
  Description
    
    Page No.Report of Independent Public Accounting Firm
    
    F-2Consolidated Balance Sheets
    
    F-3Consolidated Statements of Operations
    
    F-4Consolidated Statements of Stockholders Equity
    
    F-5Consolidated Statements of Cash Flows
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 (2)
    
    Financial Statement Schedules
  (3)
    
    Index to Exhibits
 Number
    
    Description3.1
    
    Stewart & Stevenson LLCs Certificate of Formation. (Filed as
Exhibit 3.1 to the Registrants Registration Statement on Form S-4
filed on February 2, 2007 (File No. 333-140441) and incorporated
herein by reference.)3.2
    
    Stewart & Stevenson LLCs Operating Agreement. (Filed as Exhibit
3.7 to the Registrants Registration Statement on Form S-4 filed on
February 2, 2007 (File No. 333-140441) and incorporated herein by
reference.)10.1
    
    Indenture dated as of July 6, 2006, among Stewart & Stevenson LLC,
Stewart & Stevenson Corp., the Subsidiary Guarantors (as defined
therein) and Wells Fargo Bank, National Association. (Filed as
Exhibit 10.1 to Amendment No. 1 to the Registrants Registration
Statement on Form S-1 filed on February 1, 2007 (File No.
333-138952) and incorporated herein by reference.)
 45




---



##### 



Number
    
    Description10.2
    
    Second Amended and Restated Credit Agreement dated as of February
13, 2007 by and among, Stewart & Stevenson LLC, Stewart & Stevenson
Distributor Holdings LLC, Stewart & Stevenson Power Products LLC,
Stewart & Stevenson Petroleum Services LLC, Stewart & Stevenson
Funding Corp., S&S Agent LLC, the Canadian Borrowers party thereto,
the lenders party thereto, JPMorgan Chase Bank, N.A. as
Administrative Agent and as U.S. Collateral Agent, JPMorgan Chase
Bank, NA, Toronto Branch as Canadian Administrative Agent and as
Canadian Collateral Agent and JPMorgan Chase Bank, N.A., as
Export-Related Lender. (Filed as Exhibit 10.1 to Amendment No. 1 to
the Registrants Registration Statement of Form S-4 filed on
February 28, 2007 (File No. 333-140441) and incorporated herein by
reference.)10.3
    
    Asset Purchase Agreement, dated as of October 24, 2005, by and
among Stewart & Stevenson Services, Inc., IPSC Co. Inc., Stewart &
Stevenson Holdings, Inc., Stewart & Stevenson De Las Americas,
Inc., Stewart & Stevenson International, Inc., Stewart & Stevenson
Power, Inc., S&S Trust and Hushang Ansary. (Filed as Exhibit 10.3
to Amendment No. 1 to the Registrants Registration Statement on
Form S-1 filed on February 1, 2007 (File No. 333-138952) and
incorporated herein by reference.)10.4
    
    Asset Purchase Agreement, dated as of September 27, 2005, by and
among Stewart & Stevenson Services, Inc., Stewart & Stevenson
Petroleum Services, Inc., Stewart & Stevenson International, Inc.,
Sierra Detroit Diesel Allison, Inc., S&S Trust and Hushang Ansary.
(Filed as Exhibit 10.4 to Amendment No. 1 to the Registrants
Registration Statement on Form S-1 filed on February 1, 2007 (File
No. 333-138952) and incorporated herein by reference.)10.5
    
    Asset Purchase Agreement dated February 25, 2007 by and among
Stewart & Stevenson LLC, Crown Energy Technologies Inc., Crown
Energy Technologies, Inc., Crown Energy Technologies (Oklahoma)
Inc., Crown Energy Technologies (Odessa) Inc., Crown Energy
Technologies (Victoria) Inc., Crown Energy Technologies (Casper)
Inc., Crown Energy Technologies (Bakersfield), Inc., Rance E.
Fisher, and Todd E. Fisher. (Filed as Exhibit 10.4 to Amendment No.
1 to the Registrants Registration Statement on Form S-4 filed on
February 28, 2007 (File No. 333-140441) and incorporated herein by
reference.)10.6
    
    Stewart & Stevenson 2007 Incentive Compensation Plan. (Filed as
Exhibit 10.7 to Amendment No. 3 to the Registrants Registration
Statement on Form S-1 filed on September 28, 2007 (File No.
333-138952) and incorporated herein by reference.)10.7
    
    Employment Agreement, dated as of
November 6, 2007, between Stewart & Stevenson LLC and
Hushang Ansary. (Filed as Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on November 13, 2007 and
incorporated by reference.)21.1
    
    Subsidiaries of the Registrant. (Filed as Exhibit 21.1 to Amendment
No. 1 to the Registrants Registration Statement on Form S-4 filed
on February 28, 2007 (File No. 333-140441) and incorporated herein
by reference.)23.1
    
    Consent of Ernst & Young LLP.31.1
    
    Rule 13a-14(a)/15d-14(a) certification of the Principal Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Rule 13a-14(a)/15d-14(a) certification of the Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Section 1350 certification of the Principal Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Section 1350 certification of the Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 46




---



##### 



Stewart & Stevenson LLCBy:
    /s/ JEFFERY W. MERECKAVice President, Chief Financial Officer and Secretary   Signature
    
    Title
    
    Date/s/ HUSHANG ANSARY
    
    Chairman of the Board of Directors
    
    April 29, 2008Hushang Ansary/s/ ROBERT L. HARGRAVE
    
    Chief Executive Officer and Director
    
    April 29, 2008Robert L. Hargrave/s/ GARY W. STRATULATE
    
    President, Chief Operating Officer and Director
    
    April 29, 2008Gary W. Stratulate/s/ JEFFERY W. MERECKA
    
    Vice President, Chief Financial Officer and Secretary
    
    April 29, 2008Jeffery W. Merecka/s/ NINA ANSARY
    
    Director
    
    April 29, 2008Nina Ansary/s/ FRANK C. CARLUCCI
    
    Director
    
    April 29, 2008Frank C. Carlucci/s/ JAMES W. CRYSTAL
    
    Director
    
    April 29, 2008James W. CrystalDirectorJack F. Kemp/s/ JOHN D. MACOMBER
    
    Director
    
    April 29, 2008John D. MacomberDirectorStephen Solarz
 47




---



##### 



JANUARY 31, 2008, JANUARY 31, 2007 AND JANUARY 31, 2006
 F-1




---



##### 



Share Based
Payment
 /s/ ERNST & YOUNG LLPHouston, TexasApril 28, 2008
 F- 2




---



##### 



(In thousands, except units)
    

January
31, 2008
    
    
    January 31, 2007AssetsCurrent Assets:Cash and cash equivalents
    
    $
    12,382
    
    
    $
    5,852Restricted cash
    
    
    3,000
    
    
    
    3,000Accounts receivable, net
    
    
    158,338
    
    
    
    118,249Recoverable costs and accrued profits not yet billed
    
    
    59,360
    
    
    
    20,977Inventories
    
    
    289,444
    
    
    
    224,885Other current assets
    
    
    3,390
    
    
    
    1,724Total current assets
    
    
    525,914
    
    
    
    374,687Property, plant and equipment, net
    
    
    82,606
    
    
    
    61,303Goodwill & intangibles, net
    
    
    54,659
    
    
    
    11,787Deferred financing costs and other assets
    
    
    10,442
    
    
    
    9,024Total assets
    
    $
    673,621
    
    
    $
    456,801Liabilities and Shareholders EquityCurrent liabilities:Bank notes payable
    
    $
    3,812
    
    
    $
    2,688Current portion of long-term debt
    
    
    259
    
    
    
    Accounts payable
    
    
    119,103
    
    
    
    82,271Accrued payroll and incentives
    
    
    12,835
    
    
    
    15,268Billings in excess of incurred costs
    
    
    31,958
    
    
    
    663Customer deposits
    
    
    15,916
    
    
    
    46,628Other current liabilities
    
    
    23,959
    
    
    
    12,451Total current liabilities
    
    
    207,842
    
    
    
    159,969Long-term debt, net of current portion
    
    
    290,521
    
    
    
    201,786Other long-term liabilities
    
    
    317
    
    
    
    174Total liabilities
    
    
    498,680
    
    
    
    361,929Shareholders equity:Common units, 100,005,000 units issued and outstanding
    
    
    74,113
    
    
    
    73,669Accumulated other comprehensive income
    
    
    8,233
    
    
    
    125Retained earnings
    
    
    92,595
    
    
    
    21,078Total shareholders equity
    
    
    174,941
    
    
    
    94,872Total liabilities & shareholders equity
    
    $
    673,621
    
    
    $
    456,801
  F- 3




---



##### 



STEWART & STEVENSON LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Successor
    
    

    

    Predecessor(In thousands, except units outstanding and per
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    

January 23, 2006 to
    
    
    
    February 1, 2005 tounit data)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006
    
    
    
    January 22, 2006Sales
    
    $
    1,335,427
    
    
    $
    942,148
    
    
    $
    17,498
    
    
    
    $
    673,175Cost of sales
    
    
    1,070,396
    
    
    
    774,060
    
    
    
    15,318
    
    
    
    
    567,432Gross profit
    
    
    265,031
    
    
    
    168,088
    
    
    
    2,180
    
    
    
    
    105,743Selling and administrative expenses
    
    
    139,947
    
    
    
    108,005
    
    
    
    2,028
    
    
    
    
    82,472Other income, net
    
    
    (989
    )
    
    
    (1,900
    )
    
    
    (16
    )
    
    
    
    (2,411
    )Operating profit
    
    
    126,073
    
    
    
    61,983
    
    
    
    168
    
    
    
    
    25,682Interest expense, net
    
    
    29,058
    
    
    
    19,756
    
    
    
    330
    
    
    
    
    109Earnings (loss) from continuing operations before
income taxes
    
    
    97,015
    
    
    
    42,227
    
    
    
    (162
    )
    
    
    
    25,573Income tax expense
    
    
    5,192
    
    
    
    742
    
    
    
    
    
    
    
    
    10,255Net earnings (loss) from continuing operations
    
    
    91,823
    
    
    
    41,485
    
    
    
    (162
    )
    
    
    
    15,318Loss from discontinued operations, net of tax
benefit of $1,489
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,224
    )Loss from disposal of discontinued operations, net
of tax of $1,213
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,813
    )Net earnings (loss)
    
    
    91,823
    
    
    
    41,485
    
    
    
    (162
    )
    
    
    
    11,281Preferred stock dividends
    
    
    
    
    
    
    (4,017
    )
    
    
    (128
    )
    
    
    
    Net earnings (loss) available for common unit
holders
    
    $
    91,823
    
    
    $
    37,468
    
    
    $
    (290
    )
    
    
    $
    11,281Weighted average units outstanding:Basic
    
    
    100,005,000
    
    
    
    80,745,000
    
    
    
    75,000,000
    
    
    
    
    75,000,000Diluted
    
    
    100,005,000
    
    
    
    100,005,000
    
    
    
    75,000,000
    
    
    
    
    100,005,000Net earnings (loss) available for common unit
holders per common unitBasicContinuing operations
    
    $
    0.92
    
    
    $
    0.46
    
    
    $
    (0.00
    )
    
    
    $
    0.20Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    $
    (0.05
    )Net earnings (loss) per unit
    
    $
    0.92
    
    
    $
    0.46
    
    
    $
    (0.00
    )
    
    
    $
    0.15DilutedContinuing operations
    
    $
    0.92
    
    
    $
    0.41
    
    
    $
    (0.00
    )
    
    
    $
    0.15Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    $
    (0.04
    )Net earnings (loss) per unit
    
    $
    0.92
    
    
    $
    0.41
    
    
    $
    (0.00
    )
    
    
    $
    0.11
  F- 4




---



##### 



STEWART & STEVENSON LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Accumulated
Other(In thousands)
    
    Owners
    
    
    Comprehensive IncomePredecessor
    
    Investment
    
    
    (Loss)
    
    
    TotalBalance, January 31, 2004
    
    $
    287,289
    
    
    $
    (4,590
    )
    
    $
    282,699Net earnings
    
    
    5,762
    
    
    
    
    
    
    
    5,762Other comprehensive loss
    
    
    
    
    
    
    (387
    )
    
    
    (387
    )Net distribution to
parent from carved-out
operations
    
    
    (50,800
    )
    
    
    
    
    
    
    (50,800
    )Balance, January 31, 2005
    
    
    242,251
    
    
    
    (4,977
    )
    
    
    237,274Net earnings
    
    
    11,281
    
    
    
    
    
    
    
    11,281Other comprehensive income
    
    
    
    
    
    
    122
    
    
    
    122Net investment of parent
in carved-out operations
    
    
    35,444
    
    
    
    
    
    
    
    35,444Balance, January 22, 2006
    
    $
    288,976
    
    
    $
    (4,855
    )
    
    $
    284,121
 AccumulatedOtherPreferred
    
    
    Common
    
    
    Comprehensive
    
    
    RetainedSuccessor
    
    Units
    
    
    Units
    
    
    Income (Loss)
    
    
    Earnings
    
    
    TotalBalance, January 23, 2006
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Shareholder investment on
January 23, 2006
    
    
    65,000
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    70,000Net loss, January 23, 2006 to
January 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (162
    )
    
    
    (162
    )Preferred stock dividend
accrued
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    (128
    )
    
    
    Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    (24
    )
    
    
    
    
    
    
    (24
    )Balance, January 31, 2006
    
    
    65,128
    
    
    
    5,000
    
    
    
    (24
    )
    
    
    (290
    )
    
    
    69,814Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,485
    
    
    
    41,485Conversion of preferred units
to common
    
    
    (65,000
    )
    
    
    65,000
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    149Share-based compensation
    
    
    
    
    
    
    3,669
    
    
    
    
    
    
    
    
    
    
    
    3,669Distribution to shareholders
for tax obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,100
    )
    
    
    (16,100
    )Preferred dividend distributions
    
    
    (128
    )
    
    
    
    
    
    
    
    
    
    
    (4,017
    )
    
    
    (4,145
    )Balance, January 31, 2007
    
    
    
    
    
    
    73,669
    
    
    
    125
    
    
    
    21,078
    
    
    
    94,872Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,823
    
    
    
    91,823Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    8,108
    
    
    
    
    
    
    
    8,108Share-based compensation
    
    
    
    
    
    
    444
    
    
    
    
    
    
    
    
    
    
    
    444Distributions to shareholders
for tax obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,306
    )
    
    
    (20,306
    )Balance, January 31, 2008
    
    $
    
    
    
    $
    74,113
    
    
    $
    8,233
    
    
    $
    92,595
    
    
    $
    174,941
  F- 5




---



##### 



STEWART & STEVENSON LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor
    
    
    
    PredecessorFiscal Year
    
    
    Fiscal Year
    
    
    January 23, 2006
    
    
    
    February 1, 2005Ended January
    
    
    Ended January
    
    
    to January 31,
    
    
    
    to January 22,(In thousands)
    
    31, 2008
    
    
    31, 2007
    
    
    2006
    
    
    
    2006Operating ActivitiesNet earnings (loss)
    
    $
    91,823
    
    
    $
    41,485
    
    
    $
    (162
    )
    
    
    $
    11,281Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:Net loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,037Equity compensation expense
    
    
    444
    
    
    
    3,669
    
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    1,807
    
    
    
    2,347
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    19,237
    
    
    
    17,256
    
    
    
    181
    
    
    
    
    13,102Loss on sale of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (914
    )Change in operating assets and liabilities:Accounts receivable, net
    
    
    (20,176
    )
    
    
    (23,378
    )
    
    
    2,015
    
    
    
    
    (16,535
    )Recoverable costs and accrued profits in excess of billings
    
    
    (28,040
    )
    
    
    33,314
    
    
    
    (5,119
    )
    
    
    
    (22,628
    )Inventories
    
    
    (18,142
    )
    
    
    (48,424
    )
    
    
    (16,159
    )
    
    
    
    (60,759
    )Accounts payable
    
    
    6,767
    
    
    
    13,921
    
    
    
    26,183
    
    
    
    
    6,943Accrued payroll and incentives
    
    
    (4,941
    )
    
    
    8,484
    
    
    
    3,678
    
    
    
    
    (6,579
    )Billings in excess of incurred costs
    
    
    22,765
    
    
    
    (2,651
    )
    
    
    
    
    
    
    
    Customer deposits
    
    
    (41,499
    )
    
    
    9,238
    
    
    
    7,597
    
    
    
    
    29,793Other current assets and liabilities
    
    
    9,417
    
    
    
    (1,553
    )
    
    
    52
    
    
    
    
    (4,737
    )Other, net
    
    
    (324
    )
    
    
    4,469
    
    
    
    564
    
    
    
    
    3,082Net Cash Provided by (Used in) Continuing Operations
    
    
    39,138
    
    
    
    58,177
    
    
    
    18,830
    
    
    
    
    (43,914
    )Net Cash Provided by Discontinued Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,355Net Cash Provided by (Used in) Operating Activities
    
    
    39,138
    
    
    
    58,177
    
    
    
    18,830
    
    
    
    
    (34,559
    )Investing ActivitiesCapital expenditures
    
    
    (15,967
    )
    
    
    (9,469
    )
    
    
    
    
    
    
    
    (6,421
    )Additions to rental equipment
    
    
    (10,294
    )
    
    
    (17,321
    )
    
    
    (514
    )
    
    
    
    (8,312
    )Increase in restricted cash
    
    
    
    
    
    
    (3,000
    )
    
    
    
    
    
    
    
    Acquisition of businesses
    
    
    (70,507
    )
    
    
    (8,622
    )
    
    
    (277,289
    )
    
    
    
    Disposals of property, plant and equipment, net
    
    
    1
    
    
    
    2,045
    
    
    
    
    
    
    
    
    2,974Net Cash Used in Continuing Operations
    
    
    (96,767
    )
    
    
    (36,367
    )
    
    
    (277,803
    )
    
    
    
    (11,759
    )Net Cash Provided by Discontinued Operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,438Net Cash Used in Investing Activities
    
    
    (96,767
    )
    
    
    (36,367
    )
    
    
    (277,803
    )
    
    
    
    (2,321
    )Financing ActivitiesChanges in short-term notes payable
    
    
    377
    
    
    
    (560
    )
    
    
    
    
    
    
    
    1,577Proceeds from sale of preferred units
    
    
    
    
    
    
    
    
    
    
    65,000
    
    
    
    
    Proceeds from sale of common units
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    Deferred debt financing costs
    
    
    (2,926
    )
    
    
    (5,245
    )
    
    
    (3,191
    )
    
    
    
    Payments on long-term loans
    
    
    (212
    )
    
    
    (56,000
    )
    
    
    
    
    
    
    
    Issuance of senior notes
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    Increase in long-term debt
    
    
    
    
    
    
    
    
    
    
    210,480
    
    
    
    
    Changes in long-term revolving loans
    
    
    88,520
    
    
    
    (83,491
    )
    
    
    (19,202
    )
    
    
    
    Distributions to shareholders for tax obligations
    
    
    (20,306
    )
    
    
    (16,100
    )
    
    
    
    
    
    
    
    Preferred unit dividend
    
    
    
    
    
    
    (4,145
    )
    
    
    
    
    
    
    
    Deferred equity issuance costs
    
    
    (1,378
    )
    
    
    (1,510
    )
    
    
    
    
    
    
    
    Net transfer from parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,444Net Cash Provided by (Used in) Financing Activities
    
    
    64,075
    
    
    
    (17,051
    )
    
    
    258,087
    
    
    
    
    37,021Effect of Exchange Rate on Cash
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    
    Increase (decrease) in cash and cash equivalents
    
    
    6,530
    
    
    
    4,759
    
    
    
    (886
    )
    
    
    
    141Cash and cash equivalents, beginning of fiscal year
    
    
    5,852
    
    
    
    1,093
    
    
    
    1,979
    
    
    
    
    1,838Cash and cash equivalents, end of fiscal year
    
    $
    12,382
    
    
    $
    5,852
    
    
    $
    1,093
    
    
    
    $
    1,979Cash Paid for Interest
    
    $
    27,269
    
    
    $
    16,775
    
    
    $
    
    
    
    
    $
    165Cash Paid for Income Taxes (excluding refunds)
    
    $
    1,991
    
    
    $
    700
    
    
    $
    
    
    
    
    $
    
  F-6




---



##### 



STEWART & STEVENSON LLC AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Company Overview
    Note 2. Summary of Significant Accounting Policies
 Use of
Estimates and Assumptions:
 Fiscal Year:
 Reclassifications:
 Consolidation:
 F-7




---



##### 



Cash Equivalents:
 Allowance for Doubtful Accounts:
 Inventories
 Revenue Recognition:
   Customer Deposits:
 Property, Plant and Equipment:
 F-8




---



##### 



Machinery and equipment
    
    4  7 yearsComputer hardware and software
    
    3  4 yearsBuilding and leasehold improvements
    
    10  25 yearsRental equipment
    
    2  8 years
  Intangible Assets: Intangible Assets and
Goodwill
 Insurance:
 Advertising:
 Corporate cost allocation:
 Translation of Foreign Currency:
 F-9




---



##### 



Fair Value of Financial Instruments:
 Warranty Costs:
 Income Taxes:
 Note 3. Income Taxes
  (In thousands)
    
    Fiscal 2007
    
    
    Fiscal 2006
    
    

Fiscal 2005(1)Net income:U.S.
    
    $
    92,305
    
    
    $
    40,500
    
    
    $
    23,046Foreign
    
    
    4,710
    
    
    
    1,727
    
    
    
    2,365Total
    
    $
    97,015
    
    
    $
    42,227
    
    
    $
    25,411
 
 (1)
    
    For comparability purposes, the periods ended
January 22, 2006 and January 31, 2006 were combined for
this presentation.  (In thousands)
    
    Fiscal 2007
    
    
    Fiscal 2006
    
    
    Fiscal 2005Current expense:U.S.Federal
    
    $
    
    
    
    $
    
    
    
    $
    8,123State
    
    
    2,246
    
    
    
    
    
    
    
    2,132Total U.S.
    
    
    2,246
    
    
    
    
    
    
    
    10,255Foreign
    
    
    2,533
    
    
    
    742
    
    
    
    Total Current
    
    
    4,779
    
    
    
    742
    
    
    
    10,255Deferred expense:U.S.Federal
    
    
    
    
    
    
    
    
    
    
    State
    
    
    227
    
    
    
    
    
    
    
    Total U.S.
    
    
    227
    
    
    
    
    
    
    
    Foreign
    
    
    186
    
    
    
    
    
    
    
    Total deferred
    
    
    413
    
    
    
    
    
    
    
    Total provision for income taxes
    
    $
    5,192
    
    
    $
    742
    
    
    $
    10,255
 F-10




---



##### 



Fiscal 2007
    
    
    Fiscal 2006
    
    
    Fiscal 2005Tax provision at statutory rate
    
    $
    33,955
    
    
    $
    14,779
    
    
    $
    8,950Add (deduct):State income tax
    
    
    2,473
    
    
    
    
    
    
    
    2,132Federal credits
    
    
    
    
    
    
    
    
    
    
    (827
    )Foreign taxes
    
    
    (19
    )
    
    
    67
    
    
    
    LLC income
not subject to taxation at the statutory rate
    
    
    (31,217
    )
    
    
    (14,104
    )
    
    
    Total
    
    $
    5,192
    
    
    $
    742
    
    
    $
    10,255
 Net Earnings Per Share: Earnings per Share Equity
Awards
  Successor
    
    
    PredecessorFiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    January 23, 2006 to
    
    
    February 1, 2005 to(In
thousands except per share data)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006
    
    
    January 22, 2006Numerator:Net earnings (loss) available to
common unit holders
    
    $
    91,823
    
    
    $
    37,468
    
    
    $
    (290
    )
    
    $
    11,281Denominator:Basic weighted average shares
outstanding
    
    
    100,005
    
    
    
    80,745
    
    
    
    75,000
    
    
    
    75,000Effect of dilutive securities
    
    
    
    
    
    
    19,260
    
    
    
    
    
    
    
    25,005Diluted weighted average shares
outstanding
    
    
    100,005
    
    
    
    100,005
    
    
    
    75,000
    
    
    
    100,005Basic earnings per share
    
    $
    0.92
    
    
    $
    0.46
    
    
    $
    0.00
    
    
    $
    0.15Diluted earnings per share
    
    $
    0.92
    
    
    $
    0.41
    
    
    $
    0.00
    
    
    $
    0.11
 Note 4. Comprehensive Income
  Successor
    
    
    PredecessorFiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    January 23, 2006 to
    
    
    February 1, 2005 to(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006
    
    
    January 22, 2006Net earnings
    
    $
    91,823
    
    
    $
    41,485
    
    
    $
    (162
    )
    
    $
    11,281Currency
translation gain
(loss)
    
    
    8,108
    
    
    
    149
    
    
    
    (24
    )
    
    
    73Comprehensive income
    
    $
    99,931
    
    
    $
    41,634
    
    
    $
    (186
    )
    
    $
    11,354
  F-11




---



##### 



Note 5. Segment Data
   Equipment 
 Aftermarket Parts and Service 
 Rental 
 Corporate
  Successor
    
    
    Combined(1)Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006SalesEquipment
    
    $
    930,357
    
    
    $
    583,459
    
    
    $
    359,558Aftermarket Parts and Service
    
    
    376,327
    
    
    
    332,434
    
    
    
    304,085Rental
    
    
    28,743
    
    
    
    26,255
    
    
    
    27,030Total Sales
    
    $
    1,335,427
    
    
    $
    942,148
    
    
    $
    690,673Operating profit (loss)Equipment
    
    $
    101,350
    
    
    $
    38,622
    
    
    $
    10,365Aftermarket Parts and Service
    
    
    44,909
    
    
    
    43,069
    
    
    
    28,305Rental
    
    
    9,078
    
    
    
    8,051
    
    
    
    8,257Corporate
    
    
    (29,264
    )
    
    
    (27,759
    )
    
    
    (21,077
    )Total Operating Profit
    
    $
    126,073
    
    
    $
    61,983
    
    
    $
    25,850
 F-12




---



##### 



Successor
    
    
    Combined(1)Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006Operating profit percentageEquipment
    
    
    10.9
    %
    
    
    6.6
    %
    
    
    2.9
    %Aftermarket Parts and Service
    
    
    11.9
    
    
    
    13.0
    
    
    
    9.3Rental
    
    
    31.6
    
    
    
    30.7
    
    
    
    30.5Consolidated
    
    
    9.4
    %
    
    
    6.6
    %
    
    
    3.7
    %AssetsEquipment
    
    $
    260,899
    
    
    $
    171,115
    
    
    $
    181,139Aftermarket Parts and Service
    
    
    104,665
    
    
    
    77,932
    
    
    
    20,998Rental
    
    
    32,311
    
    
    
    35,364
    
    
    
    49,722Corporate
    
    
    275,746
    
    
    
    172,390
    
    
    
    143,963Total Assets
    
    $
    673,621
    
    
    $
    456,801
    
    
    $
    395,822Capital ExpendituresEquipment
    
    $
    9,867
    
    
    $
    2,938
    
    
    $
    277Aftermarket Parts and Service
    
    
    5,099
    
    
    
    1,737
    
    
    
    634Rental
    
    
    10,294
    
    
    
    17,321
    
    
    
    8,826Corporate
    
    
    1,001
    
    
    
    4,794
    
    
    
    5,510Total Capital Expenditures
    
    $
    26,261
    
    
    $
    26,790
    
    
    $
    15,247Depreciation & AmortizationEquipment
    
    $
    7,821
    
    
    $
    6,718
    
    
    $
    1,012Aftermarket Parts and Service
    
    
    4,036
    
    
    
    1,567
    
    
    
    2,341Rental
    
    
    6,027
    
    
    
    6,016
    
    
    
    5,841Corporate
    
    
    1,353
    
    
    
    2,955
    
    
    
    4,089Total Depreciation & Amortization
    
    $
    19,237
    
    
    $
    17,256
    
    
    $
    13,283
 
 (1)
    
    For comparability purposes, the periods ended January 22, 2006 and January 31, 2006
were combined for this presentation.  Successor
    
    
    Combined(1)Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006SalesUnited States
    
    $
    1,020,036
    
    
    $
    825,548
    
    
    $
    587,273International
    
    
    315,391
    
    
    
    116,600
    
    
    
    103,400Total
    
    $
    1,335,427
    
    
    $
    942,148
    
    
    $
    690,673AssetsUnited States
    
    $
    553,404
    
    
    $
    442,844International
    
    
    120,217
    
    
    
    13,957Total
    
    $
    673,621
    
    
    $
    456,801
 
 (1)
    
    For comparability purposes, the periods ended January 22, 2006 and January 31, 2006
were combined for this presentation. F-13




---



##### 



Note 6. Long-Term Debt
 (In thousands)
    
    January 31, 2008
    
    
    January 31, 2007Other debt
    
    $
    4,286
    
    
    $
    2,688Revolving credit facility
    
    
    140,306
    
    
    
    51,786Unsecured senior notes
    
    
    150,000
    
    
    
    150,000Total
    
    $
    294,592
    
    
    $
    204,474Less: current portion of other debt
    
    
    (4,071
    )
    
    
    (2,688
    )Long-term debt, net of current portion
    
    $
    290,521
    
    
    $
    201,786
 Other debt:
 Revolving Credit Facility:
 Unsecured Senior Notes:
   F-14




---



##### 



Guarantor entities:
  Condensed Consolidating Balance Sheet
 January 31, 2008Non-Guarantor
    
    
    Consolidating(In thousands)
    
    Guarantor Entities
    
    
    Entities
    
    
    Entries
    
    
    TotalCurrent assets
    
    $
    446,151
    
    
    $
    79,763
    
    
    $
    
    
    
    $
    525,914Property, plant and equipment
    
    
    76,642
    
    
    
    5,964
    
    
    
    
    
    
    
    82,606Other assets
    
    
    50,294
    
    
    
    39,918
    
    
    
    (25,111
    )
    
    
    65,101Total assets
    
    $
    573,087
    
    
    $
    125,645
    
    
    $
    (25,111
    )
    
    $
    673,621Current Liabilities
    
    $
    159,944
    
    
    $
    47,898
    
    
    $
    
    
    
    $
    207,842Intercompany Payables (Receivables)
    
    
    (40,053
    )
    
    
    40,053
    
    
    
    
    
    
    
    Long-term liabilities
    
    
    290,307
    
    
    
    531
    
    
    
    
    
    
    
    290,838Shareholders equity
    
    
    162,889
    
    
    
    37,163
    
    
    
    (25,111
    )
    
    
    174,941Total liabilities and shareholders equity
    
    $
    573,087
    
    
    $
    125,645
    
    
    $
    (25,111
    )
    
    $
    673,621
 January 31, 2007Non-Guarantor
    
    
    ConsolidatingGuarantor Entities
    
    
    Entities
    
    
    Entries
    
    
    TotalCurrent assets
    
    $
    354,086
    
    
    $
    20,601
    
    
    $
    
    
    
    $
    374,687Property, plant and equipment
    
    
    60,522
    
    
    
    781
    
    
    
    
    
    
    
    61,303Other assets
    
    
    27,682
    
    
    
    642
    
    
    
    (7,513
    )
    
    
    20,811Total Assets
    
    $
    442,290
    
    
    $
    22,024
    
    
    $
    (7,513
    )
    
    $
    456,801Current Liabilities
    
    $
    150,244
    
    
    $
    9,725
    
    
    $
    
    
    
    $
    159,969Intercompany Payables (Receivables)
    
    
    (4,087
    )
    
    
    4,087
    
    
    
    
    
    
    
    Long-term liabilities
    
    
    201,786
    
    
    
    174
    
    
    
    
    
    
    
    201,960Shareholders equity
    
    
    94,347
    
    
    
    8,038
    
    
    
    (7,513
    )
    
    
    94,872Total liabilities and shareholders equity
    
    $
    442,290
    
    
    $
    22,024
    
    
    $
    (7,513
    )
    
    $
    456,801
 F-15




---



##### 



Condensed Consolidated Results of Operations
 SuccessorFiscal Year Ended January 31, 2008Non-Guarantor
    
    
    Consolidated(In thousands)
    
    Guarantor Entities
    
    
    Entities
    
    
    TotalsSales
    
    $
    1,177,294
    
    
    $
    158,133
    
    
    $
    1,335,427Cost of sales
    
    
    939,376
    
    
    
    131,020
    
    
    
    1,070,396Gross profit
    
    
    237,918
    
    
    
    27,113
    
    
    
    265,031Selling and administrative expenses
    
    
    121,073
    
    
    
    18,874
    
    
    
    139,947Other income, net
    
    
    (219
    )
    
    
    (770
    )
    
    
    (989
    )Operating profit
    
    
    117,064
    
    
    
    9,009
    
    
    
    126,073Interest expense, net
    
    
    26,300
    
    
    
    2,758
    
    
    
    29,058Earnings before income taxes
    
    
    90,764
    
    
    
    6,251
    
    
    
    97,015Income tax provision
    
    
    2,430
    
    
    
    2,762
    
    
    
    5,192Net earnings
    
    $
    88,334
    
    
    $
    3,489
    
    
    $
    91,823SuccessorFiscal Year Ended January 31, 2007Non-Guarantor
    
    
    ConsolidatedGuarantor Entities
    
    
    Entities
    
    
    TotalsSales
    
    $
    891,727
    
    
    $
    50,421
    
    
    $
    942,148Cost of sales
    
    
    729,789
    
    
    
    44,271
    
    
    
    774,060Gross profit
    
    
    161,938
    
    
    
    6,150
    
    
    
    168,088Selling and administrative expenses
    
    
    103,201
    
    
    
    4,804
    
    
    
    108,005Other income, net
    
    
    (1,814
    )
    
    
    (86
    )
    
    
    (1,900
    )Operating profit
    
    
    60,551
    
    
    
    1,432
    
    
    
    61,983Interest expense, net
    
    
    19,465
    
    
    
    291
    
    
    
    19,756Earnings before income taxes
    
    
    41,086
    
    
    
    1,141
    
    
    
    42,227Income tax provision
    
    
    
    
    
    
    742
    
    
    
    742Net earnings
    
    $
    41,086
    
    
    $
    399
    
    
    $
    41,485Combined(1)Fiscal Year Ended January 31, 2006Non-Guarantor
    
    
    ConsolidatedGuarantor Entities
    
    
    Entities
    
    
    TotalsSales
    
    $
    661,292
    
    
    $
    29,381
    
    
    $
    690,673Cost of sales
    
    
    557,584
    
    
    
    25,166
    
    
    
    582,750Gross profit
    
    
    103,708
    
    
    
    4,215
    
    
    
    107,923Selling and administrative expenses
    
    
    80,243
    
    
    
    4,257
    
    
    
    84,500Other income, net
    
    
    (2,105
    )
    
    
    (322
    )
    
    
    (2,427
    )Operating profit
    
    
    25,570
    
    
    
    280
    
    
    
    25,850Interest expense, net
    
    
    247
    
    
    
    192
    
    
    
    439Earnings before income taxes
    
    
    25,323
    
    
    
    88
    
    
    
    25,411Income tax provision
    
    
    10,223
    
    
    
    32
    
    
    
    10,255Net earnings
    
    $
    15,100
    
    
    $
    56
    
    
    $
    15,156
 
 (1)
    
    For comparability purposes, the periods ended
January 22, 2006 and January 31, 2006 were combined for
this presentation. F-16




---



##### 



Condensed Consolidated Cash Flows
 SuccessorFiscal Year Ended January 31, 2008Non-Guarantor
    
    
    Consolidated(In thousands)
    
    Guarantor Entities
    
    
    Entities
    
    
    TotalsNet cash provided by (used for):Operating Activities
    
    $
    39,610
    
    
    $
    (472
    )
    
    $
    39,138Investing Activities
    
    
    (64,461
    )
    
    
    (32,306
    )
    
    
    (96,767
    )Financing Activities
    
    
    27,375
    
    
    
    36,700
    
    
    
    64,075Effect of exchange rate on cash
    
    
    
    
    
    
    84
    
    
    
    84Net increase in cash
    
    
    2,524
    
    
    
    4,006
    
    
    
    6,530Cash at the beginning of the period
    
    
    3,349
    
    
    
    2,503
    
    
    
    5,852Cash at the end of the period
    
    $
    5,873
    
    
    $
    6,509
    
    
    $
    12,382
 SuccessorFiscal Year Ended January 31, 2007Non-Guarantor
    
    
    ConsolidatedGuarantor Entities
    
    
    Entities
    
    
    TotalsNet cash provided by (used for):Operating Activities
    
    $
    58,123
    
    
    $
    54
    
    
    $
    58,177Investing Activities
    
    
    (35,880
    )
    
    
    (487
    )
    
    
    (36,367
    )Financing Activities
    
    
    (18,916
    )
    
    
    1,865
    
    
    
    (17,051
    )Net increase in cash
    
    
    3,327
    
    
    
    1,432
    
    
    
    4,759Cash at the beginning of the period
    
    
    22
    
    
    
    1,071
    
    
    
    1,093Cash at the end of the period
    
    $
    3,349
    
    
    $
    2,503
    
    
    $
    5,852
 Combined(1)Year Ended January 31, 2006Guarantor
    
    
    Non-Guarantor
    
    
    Discounted
    
    
    Consolidated(In thousands)
    
    Entities
    
    
    Entities
    
    
    Businesses
    
    
    TotalsNet cash provided by (used for):Operating Activities
    
    $
    (22,801
    )
    
    $
    (2,283
    )
    
    $
    9,355
    
    
    $
    (15,729
    )Investing Activities
    
    
    (289,353
    )
    
    
    (209
    )
    
    
    9,438
    
    
    
    (280,124
    )Financing Activities
    
    
    312,036
    
    
    
    1,865
    
    
    
    (18,793
    )
    
    
    295,108Net decrease in cash
    
    
    (118
    )
    
    
    (627
    )
    
    
    
    
    
    
    (745
    )Cash at the beginning of the period
    
    
    140
    
    
    
    1,698
    
    
    
    
    
    
    
    1,838Cash at the end of the period
    
    $
    22
    
    
    $
    1,071
    
    
    $
    
    
    
    $
    1,093
 
 (1)
    
    For comparability purposes, the periods ended
January 22, 2006 and January 31, 2006 were combined for
this presentation. Note 7. Discontinued Operations
  Note 8. Guarantees and Contingencies
  F-17




---



##### 



Successor
    
    

Combined(1)Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007
    
    
    January 31, 2006Accrued warranty costs at beginning of
period
    
    $
    2,673
    
    
    $
    2,457
    
    
    $
    2,069Acquired reserves  Crown Acquisition
    
    
    714
    
    
    
    
    
    
    
    Payments for warranty obligations
    
    
    (4,616
    )
    
    
    (2,483
    )
    
    
    (2,424
    )Warranty accrual for current period sales
    
    
    7,211
    
    
    
    2,699
    
    
    
    2,812Accrued warranty costs at end of period
    
    $
    5,982
    
    
    $
    2,673
    
    
    $
    2,457
 
 (1)
    
    For comparability purposes, the periods ended
January 22, 2006 and January 31, 2006 were combined for
this presentation. Note 9.  Significant Balance Sheet Accounts
 Allowance for Doubtful Accounts:
 Fiscal Year Ended(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007Allowance for doubtful accounts at beginning of period
    
    $
    1,725
    
    
    $
    1,627Acquired reserves  Crown Acquisition
    
    
    1,359
    
    
    
    Accruals to bad debt expense
    
    
    1,048
    
    
    
    1,830Writeoffs against allowance for doubtful accounts
    
    
    (1,205
    )
    
    
    (1,732
    )Collections of previously reserved items
    
    
    213
    
    
    
    Allowance for doubtful accounts at end of period
    
    $
    3,140
    
    
    $
    1,725
 Inventories
 As of(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007Inventory purchased under distributor agreements
    
    $
    125,062
    
    
    $
    132,737Raw materials and spare parts
    
    
    125,732
    
    
    
    59,208Work in process
    
    
    38,650
    
    
    
    29,786Finished goods
    
    
    
    
    
    
    3,154Total Inventories
    
    $
    289,444
    
    
    $
    224,885
  Contracts in Process:
 As of(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007Costs incurred on uncompleted contracts
    
    $
    221,732
    
    
    $
    59,519Accrued profits
    
    
    58,359
    
    
    
    12,493$
    280,091
    
    
    $
    72,012Less billings to date
    
    
    (252,689
    )
    
    
    (51,698
    )$
    27,402
    
    
    $
    20,314Recoverable costs and accrued profits not yet billed
    
    $
    59,360
    
    
    $
    20,977Billings in excess of incurred costs and accrued profits
    
    
    (31,958
    )
    
    
    (663
    )$
    27,402
    
    
    $
    20,314
 F-18




---



##### 



Property, Plant and Equipment:
 As of(In thousands)
    
    January 31, 2008
    
    
    January 31, 2007Machinery and equipment
    
    $
    23,031
    
    
    $
    8,937Buildings and leasehold improvements
    
    
    25,705
    
    
    
    15,798Rental equipment
    
    
    42,615
    
    
    
    35,364Computer hardware and software
    
    
    2,861
    
    
    
    2,141Accumulated depreciation
    
    
    (21,954
    )
    
    
    (10,067
    )Net depreciable assets
    
    
    72,258
    
    
    
    52,173Construction in progress
    
    
    3,576
    
    
    
    2,941Land
    
    
    6,772
    
    
    
    6,189Property, plant and equipment, net
    
    $
    82,606
    
    
    $
    61,303
    Intangible Assets & Goodwill:
 GrossEstimated
    
    
    Carrying
    
    
    Accumulated
    
    
    Currency(In thousands)
    
    Useful Life
    
    
    Value
    
    
    Amortization
    
    
    Translation
    
    
    NetAs of January 31, 2008Current amortizable intangible assets:Unfilled order backlog
    
    6 Mos.
    
    $
    3,370
    
    
    $
    (3,546
    )
    
    $
    176
    
    
    $
    Non-current amortizable intangible assets:Engineering drawings
    
    2.5-10 Yrs.
    
    
    6,346
    
    
    
    (1,984
    )
    
    
    399
    
    
    
    4,761Distribution contracts
    
    27 Yrs.
    
    
    3,384
    
    
    
    (248
    )
    
    
    
    
    
    
    3,136Customer relationships
    
    6-11 Yrs.
    
    
    7,409
    
    
    
    (713
    )
    
    
    741
    
    
    
    7,437Patents
    
    4 Yrs.
    
    
    209
    
    
    
    (93
    )
    
    
    
    
    
    
    116Non-compete covenants
    
    5 Yrs.
    
    
    1,420
    
    
    
    (280
    )
    
    
    150
    
    
    
    1,290Total
    
    
    
    
    
    
    18,768
    
    
    
    (3,318
    )
    
    
    1,290
    
    
    
    16,740Indefinite-lived intangible assets:Trademarks
    
    
    
    
    
    
    9,130
    
    
    
    
    
    
    
    357
    
    
    
    9,487Total
    
    
    
    
    
    $
    31,268
    
    
    $
    (6,864
    )
    
    $
    1,823
    
    
    $
    26,227
 F-19




---



##### 



GrossEstimated
    
    
    Carrying
    
    
    Accumulated
    
    
    Currency(In thousands)
    
    Useful Life
    
    
    Value
    
    
    Amortization
    
    
    Translation
    
    
    NetJanuary 31, 2007Non-current amortizable intangible assets:Engineering drawings
    
    10 Yrs.
    
    $
    2,636
    
    
    $
    (257
    )
    
    $
    
    
    
    $
    2,379Distribution contracts
    
    27 Yrs.
    
    
    3,384
    
    
    
    (123
    )
    
    
    
    
    
    
    3,261Customer relationships
    
    6 Yrs.
    
    
    679
    
    
    
    (110
    )
    
    
    
    
    
    
    569Patents
    
    4 Yrs.
    
    
    209
    
    
    
    (51
    )
    
    
    
    
    
    
    158Total
    
    
    
    
    
    
    6,908
    
    
    
    (541
    )
    
    
    
    
    
    
    6,367Indefinite-lived intangible assets:Trademarks
    
    
    
    
    
    
    5,420
    
    
    
    
    
    
    
    
    
    
    
    5,420Total
    
    
    
    
    
    $
    12,328
    
    
    $
    (541
    )
    
    $
    
    
    
    $
    11,787
  (In thousands)Fiscal 2008
    
    $
    2,924Fiscal 2009
    
    
    2,203Fiscal 2010
    
    
    1,430Fiscal 2011
    
    
    1,398Fiscal 2012
    
    
    1,007$
    8,962
  AmountCarrying amount as of January 31, 2007
    
    $
    Goodwill acquired during the year
    
    
    24,648Currency Translation
    
    
    3,783Carrying amount as of January 31, 2008
    
    $
    28,431
  Note 10. Equity
   Stock-Based Compensation: Share-Based Payment Accounting For Stock Issued to
Employees.
 F-20




---



##### 



pro rata,
 Note 11. Crown Acquisition
  F-21




---



##### 



(In thousands)
    

At
February 26, 2007Cash & cash equivalents
    
    $
    81Receivables, net
    
    
    19,213Recoverable costs and accrued profit not yet billed
    
    
    8,785Inventory
    
    
    41,941Property, plant and equipment
    
    
    8,353IntangiblesBacklog (0.5 years)
    
    
    3,370Trademarks (Indefinite)
    
    
    3,710Drawings (2.5 years)
    
    
    3,710Non-compete covenant (5 years)
    
    
    1,420Customer relationships (11 years)
    
    
    6,730Goodwill
    
    
    24,648Total intangibles
    
    
    43,588Other Assets
    
    
    554Total assets acquired
    
    
    122,515Notes payable
    
    
    630Current portion of long term debt
    
    
    225Acounts payable
    
    
    27,994Billings in excess of cost
    
    
    7,915Customer deposits
    
    
    10,479Long term debt
    
    
    379Other liabilities assumed
    
    
    4,386Total liabilities assumed
    
    
    52,008Purchase price allocated
    
    $
    70,507
  Fiscal Year endedJanuary 31, 2008
    
    
    January 31, 2007(In thousands, except units outstanding and per unit data)
    
    (Unaudited)
    
    
    (Unaudited)Sales
    
    $
    1,355,162
    
    
    $
    1,159,763Net earnings
    
    
    94,741
    
    
    
    46,593Preferred stock dividends
    
    
    
    
    
    
    4,017Net earnings available for common unit holders
    
    $
    94,741
    
    
    $
    42,576Weighted average units outstanding:Basic
    
    
    100,005,000
    
    
    
    80,745,000Diluted
    
    
    100,005,000
    
    
    
    100,005,000Net earnings available for common unit holders per common unitBasic
    
    $
    0.95
    
    
    $
    0.53Diluted
    
    $
    0.95
    
    
    $
    0.47
 F-22




---



##### 



Note 12. Employee Retirement Savings Plan
  Note 13. Recent Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109 Accounting for Income Taxes.
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Business Combinations,
 Note 14. Commitments and Contingencies
 Operating Lease Commitments
 F-23




---



##### 



(In thousands)Period ending January 31,
2009
    
    $
    6,5602010
    
    
    6,1322011
    
    
    4,4662012
    
    
    2,6162013 and thereafter
    
    
    1,745Total
    
    $
    21,519
 Note 15. Litigation
  Note 16. Concentrations
   F-24




---



##### 



Note 17. Quarterly Financial Information  Unaudited
 First
    
    Second
    
    Third
    
    Fourth
    
    TotalQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    YearFiscal year ended January 31, 2008Sales
    
    $
    294,285
    
    
    $
    341,310
    
    
    $
    355,097
    
    
    $
    344,735
    
    
    $
    1,335,427Gross profit
    
    
    60,252
    
    
    
    69,664
    
    
    
    73,293
    
    
    
    61,822
    
    
    
    265,031Net earnings available to
common unit holders
    
    $
    17,189
    
    
    $
    24,835
    
    
    $
    30,063
    
    
    $
    19,736
    
    
    $
    91,823Net earnings available to common unit
holders per unit:Basic
    
    $
    0.17
    
    
    $
    0.25
    
    
    $
    0.30
    
    
    $
    0.20
    
    
    $
    0.92Diluted
    
    $
    0.17
    
    
    $
    0.25
    
    
    $
    0.30
    
    
    $
    0.20
    
    
    $
    0.92
 First
    
    Second
    
    Third
    
    Fourth
    
    TotalQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    YearFiscal year ended January 31, 2007Sales
    
    $
    229,130
    
    
    $
    224,310
    
    
    $
    240,639
    
    
    $
    248,069
    
    
    $
    942,148Gross profit
    
    
    41,476
    
    
    
    40,655
    
    
    
    42,059
    
    
    
    43,898
    
    
    
    168,088Net earnings available to
common unit holders
    
    $
    10,409
    
    
    $
    7,422
    
    
    $
    8,120
    
    
    $
    11,517
    
    
    $
    37,468Net earnings available to common
unit holders per unit:Basic
    
    $
    0.14
    
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.14
    
    
    $
    0.46Diluted
    
    $
    0.12
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.12
    
    
    $
    0.41
 F-25




---



##### 



Number
    
    Description3.1
    
    Stewart & Stevenson LLCs Certificate of Formation. (Filed as
Exhibit 3.1 to the Registrants Registration Statement on Form S-4
filed on February 2, 2007 (File No. 333-140441) and incorporated
herein by reference.)3.2
    
    Stewart & Stevenson LLCs Operating Agreement. (Filed as Exhibit
3.7 to the Registrants Registration Statement on Form S-4 filed on
February 2, 2007 (File No. 333-140441) and incorporated herein by
reference.)10.1
    
    Indenture dated as of July 6, 2006, among Stewart & Stevenson LLC,
Stewart & Stevenson Corp., the Subsidiary Guarantors (as defined
therein) and Wells Fargo Bank, National Association. (Filed as
Exhibit 10.1 to Amendment No. 1 to the Registrants Registration
Statement on Form S-1 filed on February 1, 2007 (File No.
333-138952) and incorporated herein by reference.)10.2
    
    Second Amended and Restated Credit Agreement dated as of February
13, 2007 by and among, Stewart & Stevenson LLC, Stewart & Stevenson
Distributor Holdings LLC, Stewart & Stevenson Power Products LLC,
Stewart & Stevenson Petroleum Services LLC, Stewart & Stevenson
Funding Corp., S&S Agent LLC, the Canadian Borrowers party thereto,
the lenders party thereto, JPMorgan Chase Bank, N.A. as
Administrative Agent and as U.S. Collateral Agent, JPMorgan Chase
Bank, NA, Toronto Branch as Canadian Administrative Agent and as
Canadian Collateral Agent and JPMorgan Chase Bank, N.A., as
Export-Related Lender. (Filed as Exhibit 10.1 to Amendment No. 1 to
the Registrants Registration Statement of Form S-4 filed on
February 28, 2007 (File No. 333-140441) and incorporated herein by
reference.)10.3
    
    Asset Purchase Agreement, dated as of October 24, 2005, by and
among Stewart & Stevenson Services, Inc., IPSC Co. Inc., Stewart &
Stevenson Holdings, Inc., Stewart & Stevenson De Las Americas,
Inc., Stewart & Stevenson International, Inc., Stewart & Stevenson
Power, Inc., S&S Trust and Hushang Ansary. (Filed as Exhibit 10.3
to Amendment No. 1 to the Registrants Registration Statement on
Form S-1 filed on February 1, 2007 (File No. 333-138952) and
incorporated herein by reference.)10.4
    
    Asset Purchase Agreement, dated as of September 27, 2005, by and
among Stewart & Stevenson Services, Inc., Stewart & Stevenson
Petroleum Services, Inc., Stewart & Stevenson International, Inc.,
Sierra Detroit Diesel Allison, Inc., S&S Trust and Hushang Ansary.
(Filed as Exhibit 10.4 to Amendment No. 1 to the Registrants
Registration Statement on Form S-1 filed on February 1, 2007 (File
No. 333-138952) and incorporated herein by reference.)10.5
    
    Asset Purchase Agreement dated February 25, 2007 by and among
Stewart & Stevenson LLC, Crown Energy Technologies Inc., Crown
Energy Technologies, Inc., Crown Energy Technologies (Oklahoma)
Inc., Crown Energy Technologies (Odessa) Inc., Crown Energy
Technologies (Victoria) Inc., Crown Energy Technologies (Casper)
Inc., Crown Energy Technologies (Bakersfield), Inc., Rance E.
Fisher, and Todd E. Fisher. (Filed as Exhibit 10.4 to Amendment No.
1 to the Registrants Registration Statement on Form S-4 filed on
February 28, 2007 (File No. 333-140441) and incorporated herein by
reference.)10.6
    
    Stewart & Stevenson LLC 2007 Incentive Compensation Plan. (Filed
as Exhibit 10.7 to Amendment No. 3 to the Registrants Registration
Statement on Form S-1 filed on September 28, 2007 (File No.
333-138952) and incorporated herein by reference.)10.7
    
    Employment Agreement, dated as of
November 6, 2007, between Stewart & Stevenson LLC and
Hushang Ansary. (Filed as Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on November 13, 2007 and
incorporated by reference.)21.1
    
    Subsidiaries of the Registrant. (Filed as Exhibit 21.1 to Amendment
No. 1 to the Registrants Registration Statement on Form S-4 filed
on February 28, 2007 (File No. 333-140441) and incorporated herein
by reference.)23.1
    
    Consent of Ernst & Young LLP.31.1
    
    Rule 13a-14(a)/15d-14(a) certification of the Principal Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Rule 13a-14(a)/15d-14(a) certification of the Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Section 1350 certification of the Principal Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Section 1350 certification of the Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 F-26