##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
  QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
  For the quarterly period ended September 30, 2006
  Commission file number 1-14180
  Loral Space &
    Communications Inc.
   600 Third
    Avenue
 New York, New York 10016
 Telephone:
    (212) 697-1105
  Jurisdiction of incorporation: Delaware
  IRS identification number: 87-0748324
  þ o
  Rule 12b-2
  o o þ
  þ o
  Rule 12b-2 o þ




---



TABLE OF CONTENTS  PART 1. FINANCIAL INFORMATIONItem 1. Financial StatementsCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Disclosure Controls and ProceduresPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 5. Other InformationItem 6. ExhibitsSIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents  
  PART 1.
    FINANCIAL INFORMATION
 
  Item 1.
    Financial
    Statements  LORAL
    SPACE & COMMUNICATIONS INC.
 
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands, except par value)
    (Unaudited)
  September 30,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
202,751


$
275,796Short-term investments


118,656



Accounts receivable, net


64,949



59,347Contracts-in-process


64,260



73,584Inventories


65,485



51,871Other current assets


38,999



31,066Total current assets


555,100



491,664Property, plant and equipment, net


512,904



520,503Long-term receivables


69,432



48,155Investments in and advances to
    affiliates


98,737



104,616Deposits


809



9,840Goodwill


346,283



340,094Other assets


139,941



164,105Total assets

$
1,723,206


$
1,678,977LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
50,871


$
72,594Accrued employment costs


32,622



35,277Customer advances and billings in
    excess of costs and profits


279,074



172,995Income taxes payable


5,665



2,177Accrued interest and preferred
    dividends


9,259



4,881Other current liabilities


26,199



32,324Total current liabilities


403,690



320,248Pension and other post retirement
    liabilities (Note 3)


220,351



237,948Long-term debt (Note 10)


128,112



128,191Long-term liabilities


153,465



165,426Total liabilities


905,618



851,813Minority interest


214,256



200,000Commitments and contingencies
    (Notes 2, 8, 10 and 11)Shareholders equity:Common stock, $.01 par value


200



200Paid-in capital


644,235



642,210Retained deficit


(41,311
)


(15,261
)Accumulated other comprehensive
    income


208



15Total shareholders equity


603,332



627,164Total liabilities and
    shareholders equity

$
1,723,206


$
1,678,977    1




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share amounts)
    (Unaudited)
  Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005Revenues from satellite services

$
51,497



$
39,769


$
124,054



$
110,596Revenues from satellite
    manufacturing


175,297




120,274



467,599




318,587Total revenues


226,794




160,043



591,653




429,183Cost of satellite services


25,397




28,206



72,683




94,169Cost of satellite manufacturing


161,786




116,504



425,986




291,454Selling, general and
    administrative expenses


31,045




23,107



91,154




79,419Gain on litigation settlement


(9,000
)







(9,000
)



Operating Income (loss) from
    continuing operations before reorganization expenses due to
    bankruptcy


17,566




(7,774
)


10,830




(35,859
)Reorganization expenses due to
    bankruptcy







(18,621
)







(31,236
)Operating income (loss) from
    continuing operations


17,566




(26,395
)


10,830




(67,095
)Interest and investment income


6,880




2,307



16,439




6,438Interest expense (contractual
    interest was $12,410 and $36,610 for the three and nine months
    ended September 30, 2005, respectively, Note 2)


(8,042
)



(1,533
)


(18,705
)



(3,982
)Other income (expense)


68




34



994




(931
)Income (loss) from continuing
    operations before income taxes, equity losses in affiliates and
    minority interest


16,472




(25,587
)


9,558




(65,570
)Income tax provision


(6,345
)



(1,057
)


(11,363
)



(4,557
)Income (loss) from continuing
    operations before equity losses in affiliates and minority
    interest


10,127




(26,644
)


(1,805
)



(70,127
)Equity losses in affiliates
    (Note 8)


(2,575
)



(1,239
)


(5,879
)



(2,796
)Minority interest


(6,366
)



83



(18,366
)



126Income (loss) from continuing
    operations


1,186




(27,800
)


(26,050
)



(72,797
)Gain on sale of discontinued
    operations, net of taxes (Note 4)







2,596








13,967Net income (loss)

$
1,186



$
(25,204
)

$
(26,050
)


$
(58,830
)Basic and diluted income (loss)
    per share (Note 12):Continuing operations

$
0.06



$
(0.63
)

$
(1.30
)


$
(1.65
)Discontinued operations







0.06








0.32Income (loss) per share

$
0.06



$
(0.57
)

$
(1.30
)


$
(1.33
)Weighted average shares
    outstanding:Basic and diluted


20,000




44,108



20,000




44,108    2




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
    (Unaudited)
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded September 30,



Ended September 30,2006



2005Operating activities:Net loss

$
(26,050
)


$
(58,830
)Non-cash items:Gain on sale of discontinued
    operations, net of taxes (Note 4)







(13,967
)Equity losses in affiliates


5,879




2,796Minority interest


18,366




(126
)Deferred taxes







336Depreciation and amortization


50,972




61,277Amortization of stock option
    compensation


2,025




Provisions for (recoveries of) bad
    debts on billed receivables


594




(2,886
)Provisions for inventory
    obsolescence


1,678




898Warranty expense accruals


12,355




11,850Loss on equipment disposals







3,456Net gain on the disposition of an
    orbital slot


(1,149
)



Non cash net interest and (gain)
    loss on foreign currency transactions


(36
)



693Changes in operating assets and
    liabilities:Accounts receivable, net


2,104




563Contracts-in-process


12,780




(76,464
)Inventories


(15,292
)



(8,983
)Long-term receivables


(392
)



(22,361
)Deposits


9,031




Other current assets and other
    assets


(5,919
)



13,012Accounts payable


(23,135
)



(1,285
)Accrued expenses and other current
    liabilities


(8,113
)



8,341Customer advances


61,835




(62,212
)Income taxes payable


3,488




2,066Pension and other postretirement
    liabilities


(17,597
)



(3,650
)Long-term liabilities


12




1,844Other


114




(195
)Net cash provided by (used in)
    operating activities


83,550




(143,827
)Investing activities:Capital expenditures


(44,313
)



(4,649
)Short-term investments


(118,656
)



Decrease in restricted cash in
    escrow


1,910




1,566Insurance proceeds received
    (Note 7)







205,000Proceeds received from disposition
    of orbital slot


5,742




Investments in and advances to
    affiliates







(7,354
)Net cash (used in) provided by
    investing activities of continuing operations


(155,317
)



194,563Proceeds from the sales of assets,
    net of expenses (Note 4)







144Net cash provided by discontinued
    operations







144Net cash (used in) provided by
    investing activities


(155,317
)



194,707Financing activities:Cash dividends paid on preferred
    stock of subsidiary


(1,278
)



Net cash used in financing
    activities


(1,278
)



Net (decrease) increase in cash and
    cash equivalents


(73,045
)



50,880Cash and cash
    equivalents  beginning of period


275,796




147,773Cash and cash
    equivalents  end of period

$
202,751



$
198,653    3




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Organization
    and Principal Business    No. 90-7, Financial Reporting of Entities in Reorganization Under the
    Bankruptcy Code (SOP 90-7).
      Satellite Services,
  Satellite Manufacturing,
  2.
    Reorganization  No. 03-41710
      
    The business and operations of Old Loral have been transferred
    to New Loral, and Loral Skynet and SS/L have emerged intact as
    separate subsidiaries of reorganized Loral. 4




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Our new common stock has been listed on NASDAQ under the symbol
    LORL.
    SS/L has emerged debt-free.
    The initial distributions to creditors of Old Loral and its
    subsidiaries have been completed in accordance with the Plan of
    Reorganization as follows:  
    All holders of allowed claims against SS/L and Loral SpaceCom
    have been, or will be, paid in cash in full, including interest
    from the petition date to the Effective Date.
    20 million shares of New Loral common stock were issued to
    our distribution agent on the Effective Date, 19.8 million
    of which have been distributed to creditors.
    $200 million of Loral Skynet preferred stock was issued to
    our distribution agent on the Effective Date,
    $197.5 million of which has been distributed to creditors
    (See Note 3).
    The remaining undistributed shares of New Loral common stock and
    Loral Skynet preferred stock have been reserved to cover
    disputed claims and will be distributed quarterly in accordance
    with the Plan of Reorganization upon resolution of those claims.
    Pursuant to a rights offering, Loral Skynet issued on the
    Effective Date, $126 million, principal amount, of senior
    secured notes (the Loral Skynet Notes, see
    Note 10) to certain creditors who subscribed for the
    notes and to certain creditors who committed to purchase any
    unsubscribed notes (i.e., backstopped the offering).
    Old Loral has commenced liquidation proceedings; the common and
    preferred stock of Old Loral were cancelled on the Effective
    Date, and no distribution was made to the holders of such stock.      Predecessor RegistrantThree Months Ended


Nine Months EndedSeptember 30, 2005


September 30, 2005Professional fees

$
21,113


$
32,240Employee retention costs


(1,210
)


(917
)Severance costs


292



972Restructuring costs


(619
)


1,238Vendor settlement gains


356



289Interest income


(1,311
)


(2,586
)Total reorganization expenses due
    to bankruptcy

$
18,621


$
31,236    5




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Basis of
    Presentation    Form 10-K
  SOP 90-7
  SOP 90-7, Minority Interest Business
    Combinations Form 10-K
  contracts-in-process,
 6




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Short-Term Investments
  Available-for-sale
  Minority
    Interest
      Accounting
    for Stock Based Compensation
  Share-Based Payment
  Accounting for
    Stock-Based Compensation-Transition and Disclosure Accounting for Stock-Based
    Compensation Accounting for Stock Issued to
    Employees
 7




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
  paid-in-capital.
    Pensions
    and Other Employee Benefits
    Successor



PredecessorRegistrant



RegistrantThree Months Ended



Three Months EndedSeptember 30, 2006



September 30, 2005Pension


Other



Pension


OtherBenefits


Benefits



Benefits


BenefitsService cost

$
2,088


$
441



$
2,095


$
(24
)Interest cost


5,217



1,292




6,045



781Expected return on plan assets


(5,689
)


(26
)



(5,133
)


(48
)Amortization of prior service cost


(699
)


(119
)



(9
)


(481
)Amortization of net loss






63




1,862



457$
917


$
1,651



$
4,860


$
685   Successor



PredecessorRegistrant



RegistrantNine Months Ended



Nine Months EndedSeptember 30, 2006



September 30, 2005Pension


Other



Pension


OtherBenefits


Benefits



Benefits


BenefitsService cost

$
8,838


$
1,041



$
7,787


$
680Interest cost


16,617



3,542




17,601



3,407Expected return on plan assets


(16,539
)


(26
)



(15,343
)


(78
)Amortization of prior service cost


(699
)


(119
)



(27
)


(1,443
)Amortization of net loss






63




4,976



1,843$
8,217


$
4,501



$
14,994


$
4,409  8




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Additional
    Cash Flow Information
    Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30, 2006



September 30, 2005Non-cash operating activities:Unrealized losses on
    available-for-sale
    securities






$
(99
)Unrealized net losses on
    derivatives, net of taxes






$
(487
)Non-cash financing activities:Issuance of preferred stock by
    subsidiary as payment for dividend

$
14,260Supplemental information:Interest paid, net of capitalized
    interest

$
14,510Taxes paid, net of refunds

$
2,512



$
2,166Cash (paid) received for
    reorganization items:Professional fees

$
(9,581
)


$
(17,533
)Restructuring costs






$
(55
)Interest income






$
2,536   New
    Accounting Pronouncements
  FIN 48
  Accounting for Uncertainty in Income Taxes, an Interpretation
    of FASB Statement No. 109
 9




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SFAS 157
  Fair Value Measurements,
  SFAS 158
  Employers Accounting for Defined Benefit Pensions and
    Other Postretirement Plans, not-for-profit
  4.
    Discontinued
    Operations    5.
    Comprehensive
    Income (Loss)    Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005Net income (loss)

$
1,186



$
(25,204
)

$
(26,050
)


$
(58,830
)Cumulative translation adjustment


56




(73
)


193




(222
)Unrealized losses on
    available-for-sale
    securities







(54
)







(99
)Foreign currency hedging:Reclassifications into revenue and
    cost of sales from other comprehensive income, net of taxes







(14
)







(487
)Comprehensive income (loss)

$
1,242



$
(25,345
)

$
(25,857
)


$
(59,638
)  10




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Contracts-in-Process  September 30,


December 31,2006


2005(In thousands)Amounts billed

$
32,331


$
38,913Unbilled receivables


31,929



34,671$
64,260


$
73,584   contracts-in-process
    Japanese Yen


U.S.$Future revenues

¥
139


$
1.2Future expenditures


3,100



26.3       7.
    Property,
    Plant and Equipment  September 30,


December 31,2006


2005(In thousands)Land and land improvements

$
27,533


$
27,833Buildings


53,193



52,873Leasehold improvements


6,096



6,352Satellites in-orbit, including
    satellite transponder rights of $116.7 million


366,196



366,196Satellites under construction


25,021



197Earth stations


18,135



17,710Equipment, furniture and fixtures


74,016



61,937Other construction in progress


11,454



5,096581,644



538,194Accumulated depreciation and
    amortization


(68,740
)


(17,691
)$
512,904


$
520,503  11




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    Investment
    in and Advances to Affiliates    September 30,


December 31,2006


2005XTAR equity investment

$
98,737


$
104,616     Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005XTAR

$
(2,575
)


$
(1,239
)

$
(5,879
)


$
(2,796
)     Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005Revenues

$
3,063



$
5,410


$
11,517



$
10,025Elimination of our proportionate
    share of profit relating to affiliate transactions


(40
)



(69
)


(327
)



(75
)Profit relating to affiliate
    transactions not eliminated


32




55



257




59   XTAR
   12




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           paid-in-kind
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Revenues

$
2.6


$
4.0


$
9.8


$
8.7Operating loss


(3.6
)


(0.7
)


(7.0
)


(1.8
)Net loss


(4.5
)


(2.1
)


(9.9
)


(4.9
)  13




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,


December 31,2006


2005Current assets

$
6.0


$
7.4Total assets


134.2



142.8Current liabilities


20.7



21.1Long-term liabilities


31.9



30.2Members equity


81.6



91.5     Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,2006


2005


2006


2005Depreciation and Amortization

$
2.4


$
2.4


$
7.2


$
4.8   Satmex
         14




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Satmex
    Settlement Agreement
  conciliador
    Other
   15




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  written-off
  9.
    Goodwill
    and Other Intangible Assets  Goodwill
    Goodwill balance at
    December 31, 2005

$
340,094Adjustments:Deferred revenues  fair
    value


6,070Fixed assets  fair value


502Intangibles  fair value


(212
)Contracts-in-process 
    fair value


(171
)Goodwill balance at
    September 30, 2006

$
346,283     Other
    Intangible Assets
    Weighted AverageRemaining


September 30, 2006


December 31, 2005Amortization Period


Gross


Accumulated


Gross


Accumulated(Years)


Amount


Amortization


Amount


AmortizationInternally developed software and
    technology


5


$
59.0


$
(10.8
)

$
59.8


$
(2.7
)Orbital slots


10



10.8



(1.5
)


15.8



(0.8
)Trade names


19



13.2



(0.7
)


13.2



(0.2
)Customer relationships


14



20.0



(1.3
)


20.0



(0.3
)Customer contracts


7



33.0



(6.8
)


32.0



(2.1
)Other intangibles


3



2.7



(0.6
)


2.7



(0.1
)$
138.7


$
(21.7
)

$
143.5


$
(6.2
)  16




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006

$
20.92007


19.92008


19.22009


18.22010


14.6   10.
    Debt  September 30,

December 31,2006

2005(In thousands)Loral Skynet 14.0% senior
    secured notes due 2015 (principal amount $126 million)

$
128,112


$
128,191     SS/L
    Letter of Credit Facility
      11.
    Commitments
    and Contingencies  Financial
    Matters
   17




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance of deferred amounts at
    January 1, 2006

$
40.5Accruals for deferred amounts
    issued during the period


3.7Accruals relating to pre-existing
    contracts (including changes in estimates)


8.6Balance of deferred amounts at
    September 30, 2006

$
52.8   start-up
       18




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Satellite
    Matters
   19




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      back-up back-up
        Regulatory
    Matters
   20




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##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Legal
    Proceedings
  Class Action
    Securities Litigations
  Rule 10b-5 Beleson
  Rule 10b-5
 21




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Class Action
    ERISA Litigation
  In re:
    Loral Space ERISA Litigation.
  In re: Loral Space ERISA
    Litigation,
 22




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In re: Loral Space ERISA Litigation
  Globalstar
    Related Class Action Securities Litigations
  In re: Globalstar
    Securities Litigation. Rule 10b-5
 23




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  In re:
    Loral Space & Communications Ltd. Securities
    Litigation. Rule 10b-5
  In re: Loral
    Space & Communications Ltd. Securities Litigation In re: Loral Space &
    Communications Ltd. Securities Litigation
  Indemnification
    Claims
  In re: Loral Space ERISA Litigation In re: Loral Space & Communications Ltd. Securities
    Litigation
 24




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Reorganization
    Matters
         25




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             26




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other and
    Routine Litigation
     27




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         28




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Income
    (Loss) Per Share    Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005Numerator for basic and diluted
    income (loss) per share:Income (loss) from continuing
    operations

$
1,186



$
(27,800
)

$
(26,050
)


$
(72,797
)Gain on sale of discontinued
    operations, net of taxes







2,596








13,967Net income (loss)

$
1,186



$
(25,204
)

$
(26,050
)


$
(58,830
)Denominator:Weighted average common shares
    outstanding


20,000




44,108



20,000




44,108Basic and diluted income (loss)
    per share:Continuing operations

$
0.06



$
(0.63
)

$
(1.30
)


$
(1.65
)Discontinued operations







0.06








0.32Income (loss) per share

$
0.06



$
(0.57
)

$
(1.30
)


$
(1.33
)   13.
    Segments       29




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three
    Months Ended September 30, 2006
  Satellite


SatelliteSuccessor Registrant

Services


Manufacturing


Corporate(1)


TotalRevenues and Adjusted
    EBITDA:Revenues(2)(4)

$
51.5


$
175.2






$
226.7Intersegment revenues


0.7



15.8







16.5Operating segment revenues

$
52.2


$
191.0







243.2Eliminations(3)














(16.4
)Operating revenues as reported













$
226.8Segment Adjusted EBITDA before
    eliminations(4)

$
28.0


$
15.9


$
(7.7
)

$
36.2Eliminations(3)














(0.1
)Adjusted EBITDA














36.1Depreciation and amortization

$
(11.4
)

$
(6.6
)

$
(0.6
)


(18.6
)Operating income from continuing
    operations














17.5Interest and investment income














6.9Interest expense














(8.0
)Income tax provision














(6.3
)Equity loss in affiliates














(2.5
)Minority interest














(6.4
)Net income













$
1.2  30




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine
    Months Ended September 30, 2006
  Satellite


SatelliteSuccessor Registrant

Services


Manufacturing


Corporate(1)


TotalRevenues and Adjusted
    EBITDA:Revenues(2)(4)

$
124.1


$
467.5






$
591.6Intersegment revenues


2.2



26.1







28.3Operating segment revenues

$
126.3


$
493.6







619.9Eliminations(3)














(28.2
)Operating revenues as reported













$
591.7Segment Adjusted EBITDA before
    eliminations(4)

$
54.8


$
33.4


$
(21.9
)

$
66.3Eliminations(3)














(2.5
)Adjusted EBITDA














63.8Depreciation and amortization

$
(33.2
)

$
(18.2
)

$
(1.6
)


(53.0
)Operating income from continuing
    operations














10.8Interest and investment income














16.4Interest expense














(18.7
)Other income














1.0Income tax provision














(11.4
)Equity loss in affiliates














(5.9
)Minority interest














(18.3
)Net loss













$
(26.1
)Other Data:Total
    assets(5)

$
702.6


$
966.5


$
54.1


$
1,723.2  31




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three
    Months Ended September 30, 2005
  Satellite


SatellitePredecessor Registrant

Services


Manufacturing


Corporate(1)


TotalRevenues and Adjusted
    EBITDA:Revenues(2)

$
40.0


$
120.3






$
160.3Intersegment revenues


1.1



3.0







4.1Operating segment revenues

$
41.1


$
123.3







164.4Eliminations(3)














(4.4
)Operating revenues as reported













$
160.0Segment Adjusted EBITDA before
    eliminations(4)

$
18.9


$
4.8


$
(5.0
)

$
18.7Eliminations(3)














(8.8
)Adjusted EBITDA














9.9Depreciation and
    amortization(5)

$
(13.6
)

$
(4.0
)

$
(0.1
)


(17.7
)Reorganization expenses due to
    bankruptcy














(18.6
)Operating loss from continuing
    operations














(26.4
)Interest and investment income














2.3Interest expense














(1.5
)Income tax provision














(1.1
)Equity loss in affiliates














(1.2
)Minority interest














0.1Loss from continuing operations













$
(27.8
)  32




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Nine
    Months Ended September 30, 2005
  Satellite


SatellitePredecessor Registrant

Services


Manufacturing


Corporate(1)


TotalRevenues and Adjusted
    EBITDA:Revenues(2)

$
111.3


$
318.6






$
429.9Intersegment revenues


3.2



10.9







14.1Operating segment revenues

$
114.5


$
329.5







444.0Eliminations(3)














(14.8
)Operating revenues as reported













$
429.2Segment Adjusted EBITDA before
    eliminations(4)

$
39.8


$
15.2


$
(17.3
)

$
37.7Eliminations(3)














(12.3
)Adjusted EBITDA














25.4Depreciation and
    amortization(5)

$
(48.8
)

$
(11.9
)

$
(0.5
)


(61.2
)Reorganization expenses due to
    bankruptcy














(31.2
)Operating loss from continuing
    operations














(67.0
)Interest and investment income














6.4Interest expense














(4.0
)Other income (expense)














(0.9
)Income tax provision














(4.6
)Equity loss in affiliates














(2.8
)Minority interest














0.1Loss from continuing operations













$
(72.8
)Other Data:Total
    assets(5)

$
521.5


$
510.7


$
68.8


$
1,101.0     (1)
    
    Represents corporate expenses incurred in support of our
    operations and continuing expenses related to the remaining
    bankruptcy matters.(2)
    
    Includes revenues from affiliates of $3.1 million and
    $5.4 million for the three months ended September 30,
    2006 and 2005, respectively, and $11.5 million and
    $10.0 million for the nine months ended September 30,
    2006 and 2005, respectively.(3)
    
    Represents the elimination of intercompany sales and
    intercompany Adjusted EBITDA for satellites under construction
    by SS/L for wholly owned subsidiaries and for Satellite Services
    leasing transponder capacity to SS/L.(4)
    
    Satellite Services Revenues and EBITDA include
    $14.9 million resulting from receipt of a customer
    termination payment for the three and nine months ended
    September 31, 2006. Satellite Manufacturing EBITDA includes
    a $9.0 million gain on litigation settlement for the three
    and nine months ended September 31, 2006, and a warranty
    expense accrual of $7 million and $5 million for the
    three months ended September 30, 2006 and 2005,
    respectively, and $8 million and $10 million for the
    nine months ended September 30, 2006 and 2005, respectively. 33




---



##### Table of Contents



LORAL
    SPACE & COMMUNICATIONS INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (5)
    
    Amounts are presented after the elimination of intercompany
    profit. Total assets include $93.7 million,
    $252.6 million and zero goodwill for Satellite Services,
    Satellite Manufacturing and Corporate, respectively, as of
    September 30, 2006.  14.
    Subsequent
    Events  Preferred
    Stock Offering
  and/or 1 2
   34




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with our unaudited condensed consolidated financial
    statements (the financial statements) included in
    Item 1 and our latest Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission.
    No. 90-7, Financial Reporting of Entities in Reorganization Under the
    Bankruptcy Code (SOP 90-7).
    Disclosure
    Regarding Forward-Looking Statements
  Except for the historical information contained in the
    following discussion and analysis, the matters discussed below
    are not historical facts, but are forward-looking
    statements as that term is defined in the Private
    Securities Litigation Reform Act of 1995. In addition, we or our
    representatives have made and may continue to make
    forward-looking statements, orally or in writing, in other
    contexts. These forward-looking statements can be identified by
    the use of words such as believes,
    expects, plans, may,
    will, would, could,
    should, anticipates,
    estimates, project, intend,
    or outlook or other variations of these words. These
    statements are not guarantees of future performance and involve
    risks and uncertainties that are difficult to predict or
    quantify. Actual events or results may differ materially as a
    result of a wide variety of factors and conditions, many of
    which are beyond our control. For a detailed discussion of these
    and other factors and conditions, please refer to the
    Commitments and Contingencies section below and to our other
    periodic reports filed with the Securities and Exchange
    Commission (SEC). We operate in an industry sector
    in which the value of securities may be volatile and may be
    influenced by economic and other factors beyond our control. We
    undertake no obligation to update any forward-looking
    statements.
  Overview
  Businesses
    Satellite
    Services
  direct-to-home point-to-point end-to-end
 35




---



##### Table of Contents



point-to-multipoint
          Satellite
    Manufacturing
       36




---



##### Table of Contents



Bankruptcy
    Reorganization
    two-and-a-half
  SOP 90-7
  Future
    Outlook
         37




---



##### Table of Contents



Consolidated
    Operating Results
  Form 10-K
         38




---



##### Table of Contents



Revenues:
  Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005(In millions)


(In millions)Satellite
    Services(3)

$
52.2



$
41.1


$
126.3



$
114.5Satellite Manufacturing


191.0




123.3



493.6




329.5Segment revenues


243.2




164.4



619.9




444.0Eliminations(1)


(16.4
)



(4.4
)


(28.2
)



(14.8
)Revenues as
    reported(2)

$
226.8



$
160.0


$
591.7



$
429.2   Adjusted
    EBITDA:
  Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005(In millions)


(In millions)Satellite
    Services(3)

$
28.0



$
18.9


$
54.8



$
39.8Satellite
    Manufacturing(3)


15.9




4.8



33.4




15.2Corporate
    expenses(4)


(7.7
)



(5.0
)


(21.9
)



(17.3
)Segment Adjusted EBITDA before
    eliminations


36.2




18.7



66.3




37.7Eliminations(1)


(0.1
)



(8.8
)


(2.5
)



(12.3
)Adjusted EBITDA

$
36.1



$
9.9


$
63.8



$
25.4   Reconciliation
    of Adjusted EBITDA to Net Income (Loss):
  Successor



Predecessor


Successor



PredecessorRegistrant



Registrant


Registrant



RegistrantThree Months



Three Months


Nine Months



Nine MonthsEnded



Ended


Ended



EndedSeptember 30,



September 30,


September 30,



September 30,2006



2005


2006



2005(In millions)


(In millions)Adjusted EBITDA

$
36.1



$
9.9


$
63.8



$
25.4Depreciation and amortization


(18.6
)



(17.7
)


(53.0
)



(61.2
)Reorganization expenses due to
    bankruptcy







(18.6
)







(31.2
)Operating income (loss) from
    continuing operations


17.5




(26.4
)


10.8




(67.0
)Interest and investment income


6.9




2.3



16.4




6.4Interest expense


(8.0
)



(1.5
)


(18.7
)



(4.0
)Other income (expense)











1.0




(0.9
)Income tax provision


(6.3
)



(1.1
)


(11.4
)



(4.6
)Equity in net losses of affiliates


(2.5
)



(1.2
)


(5.9
)



(2.8
)Minority interest


(6.4
)



0.1



(18.3
)



0.1Income (loss) from continuing
    operations


1.2




(27.8
)


(26.1
)



(72.8
)Gain on sale of discontinued
    operations, net of taxes







2.6








14.0Net income (loss)

$
1.2



$
(25.2
)

$
(26.1
)


$
(58.8
)     (1)
    
    Represents the elimination of intercompany sales and
    intercompany Adjusted EBITDA for satellites under construction
    by SS/L for Satellite Services and for Satellite Services
    leasing transponder capacity to SS/L. 39




---



##### Table of Contents



(2)
    
    Includes revenues from affiliates of $3.1 million and
    $5.4 million for the three months September 30, 2006
    and 2005, respectively, and $11.5 million and
    $10.0 million for the nine months ended September 30,
    2006 and 2005, respectively.(3)
    
    Satellite Services Revenue and EBITDA include $14.9 million
    resulting from receipt of a customer termination payment for the
    three and nine months ended September 31, 2006. Satellite
    Manufacturing EBITDA includes a $9.0 million gain on
    litigation settlement for the three and nine months ended
    September 31, 2006, and a warranty expense accrual of
    $7 million and $5 million for the three months ended
    September 30, 2006 and 2005, respectively, and
    $8 million and $10 million for the nine months ended
    September 30, 2006 and 2005, respectively.(4)
    
    Represents corporate expenses incurred in support of our
    operations and continuing expenses related to the remaining
    bankruptcy matters.  Three
    Months Ended September 30, 2006 Compared With
    September 30, 2005
  Revenues
    from Satellite Services
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Revenues from Satellite Services
    before specific items

$
37



$
36



3
%Customer termination payment


15




Cash basis customer payments







5Eliminations


(1
)



(1
)


(48
)%Revenues from Satellite Services
    as reported

$
51



$
40



30
%     Revenues
    from Satellite Manufacturing
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Revenues from Satellite
    Manufacturing

$
191



$
123



55
%Eliminations


(16
)



(3
)Revenues from Satellite
    Manufacturing as reported

$
175



$
120



46
%    40




---



##### Table of Contents



Cost of
    Satellite Services
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Cost of Satellite Services
    includes:Cost of Satellite Services before
    depreciation and amortization

$
14



$
14



(4
)%Depreciation and amortization


11




14



(16
)%




Total cost of Satellite Services
    as reported

$
25



$
28



(10
)%Cost of Satellite Services as a %
    of Satellite Services revenues as reported


49
%



71
%     Cost
    of Satellite Manufacturing
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Cost of Satellite Manufacturing
    includes:Cost of Satellite Manufacturing
    before the following specific identified charges

$
148



$
107



38
%Accrued warranty obligations


7




5



32
%Depreciation and amortization


7




4



67
%Total cost of Satellite
    Manufacturing as reported

$
162



$
116



39
%Cost of Satellite Manufacturing as
    a % of Satellite Manufacturing revenues as reported


92
%



97
%     Gain
    on Litigation Settlement
   41




---



##### Table of Contents



Selling,
    General and Administrative Expenses
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Selling, general and
    administrative expenses

$
30



$
23



30
%Continuing expenses related to
    remaining bankruptcy matters


1




Selling, general and
    administrative expenses

$
31



$
23



34
%% of revenues as reported


14
%



14
%     Reorganization
    Expenses Due to Bankruptcy
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)Reorganization expenses due to
    bankruptcy

$




$
19     Interest
    and Investment Income
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)Interest and Investment Income

$
7



$
2    42




---



##### Table of Contents



Interest
    Expense
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)Interest cost before capitalized
    interest

$
9



$
2Capitalized interest


(1
)



Interest expense

$
8



$
2     Other
    Income (Expense)
    Income
    Tax Provision
  paid-in-capital.
    Equity
    Losses in Affiliates
  Successor



PredecessorRegistrant



RegistrantThree Months



Three MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)XTAR

$
(3
)


$
(1
)   start-up
  Minority
    Interest
   43




---



##### Table of Contents



Nine
    Months Ended September 30, 2006 Compared With
    September 30, 2005
  Revenues
    from Satellite Services
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Revenues from Satellite Services
    before specific items

$
111



$
110



2
%Customer termination payment


15




Cash basis customer payments







5Eliminations


(2
)



(4
)


(43
)%Revenues from Satellite Services
    as reported

$
124



$
111



12
%     Revenues
    from Satellite Manufacturing
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Revenues from Satellite
    Manufacturing

$
494



$
330



50
%Eliminations


(26
)



(11
)


139
%Revenues from Satellite
    Manufacturing as reported

$
468



$
319



47
%    44




---



##### Table of Contents



Cost of
    Satellite Services
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Cost of Satellite Services
    includes:Cost of Satellite Services before
    depreciation and amortization

$
40



$
45



(13
)%Depreciation and amortization


33




49



(32
)%Total cost of Satellite Services
    as reported

$
73



$
94



(23
)%Cost of Satellite Services as a %
    of Satellite Services revenues as reported


59
%



85
%     Cost
    of Satellite Manufacturing
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Cost of Satellite Manufacturing
    includes:Cost of Satellite Manufacturing
    before the following specific identified charges

$
400



$
269



48
%Accrued warranty obligations


8




10



(20
)%Depreciation and amortization


18




12



53
%Total cost of Satellite
    Manufacturing as reported

$
426



$
291



46
%Cost of Satellite Manufacturing as
    a % of Satellite Manufacturing revenues as reported


91
%



91
%     Gain
    on Litigation Settlement
   45




---



##### Table of Contents



Selling,
    General and Administrative Expenses
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,


% Increase/2006



2005


(Decrease)(In millions)Selling, general and
    administrative expenses

$
87



$
80



10
%Continuing expenses related to
    remaining bankruptcy matters


4




Selling, general and
    administrative expenses

$
91



$
80



15
%% of revenues as reported


15
%



19
%     Reorganization
    Expenses Due to Bankruptcy
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)Reorganization expenses due to
    bankruptcy

$




$
31     Interest
    and Investment Income
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)Interest and investment income

$
16



$
6    46




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##### Table of Contents



Interest
    Expense
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)Interest cost before capitalized
    interest

$
20



$
4Capitalized interest


(1
)



Interest expense

$
19



$
4     Other
    Income (Expense)
    Income
    Tax Provision
  paid-in-capital.
    Equity
    Income (Losses) in Affiliates
  Successor



PredecessorRegistrant



RegistrantNine Months



Nine MonthsEnded



EndedSeptember 30,



September 30,2006



2005(In millions)XTAR

$
(6
)


$
(3
)   start-up
  Minority
    Interest
   47




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##### Table of Contents



Backlog
  Consolidated
    Satellite
    Services
    Satellite
    Manufacturing
    Liquidity
    and Capital Resources
  Cash
    and Available Credit
       48




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##### Table of Contents



49




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##### Table of Contents



Contractual
    Obligations
  Form 10-K
  Net
    Cash Provided by (Used in) Operating Activities
    contracts-in-process
  Net
    Cash (Used in) Provided by Investing Activities
      Net
    Cash (Used in) Financing Activities
    Affiliate
    Matters
    Commitments
    and Contingencies
   50




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##### Table of Contents



Other
    Matters
  Accounting
    Pronouncements
  FIN 48
  Accounting for Uncertainty in Income Taxes, an Interpretation
    of FASB Statement No. 109
  SFAS 157
  Fair Value Measurements,
  SFAS 158
  Employers Accounting for Defined Benefit Pensions and
    Other Postretirement Plans, not-for-profit
 
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Currency
    Japanese Yen


U.S. $Future revenues

¥
139


$
1.2Future expenditures


3,100



26.3      51




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##### Table of Contents



Interest
     
  Item 4.
    Disclosure
    Controls and Procedures  Disclosure controls and
    procedures. Rules 13a-15(e) 15d-15(e)
  Internal control over financial
    reporting. Rules 13a-15(f) 15-d-15(f))
 
  PART II.
    OTHER INFORMATION
 
  Item 1.
    Legal
    Proceedings  Form 10-Q
 
  Item 1A.
    Risk
    Factors  Form 10-K Form 10-K, and/or
 52




---



##### Table of Contents



Item 5.
    Other
    Information  Form 8-K
 
  Item 6.
    Exhibits    Form 8-K
           53




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##### Table of Contents



SIGNATURES
      Loral Space &
    Communications Inc.
  Richard
    J. Townsend
   Executive Vice President and
 Chief Financial Officer
 (Principal Financial Officer)
 and Registrants Authorized Officer
   54




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.



DescriptionExhibit 10
.1



Securities Purchase Agreement by
    and between Loral Space & Communications Inc. and MHR
    Fund Management LLC, dated October 17, 2006
    (Incorporated by reference to Exhibit 10.1 of the Current
    Report on
    Form 8-K
    filed by the Company on October 19, 2006).Exhibit 14
.1



Code of Conduct, Revised as of
    August 1, 2006 (Incorporated by reference to
    Exhibit 14.1 of the Quarterly Report on Form 10Q filed
    by the Company on August 7, 2006).Exhibit 31
.1



Certification of Chief Executive
    Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant
    to § 302 of the Sarbanes-Oxley Act of 2002.Exhibit 31
.2



Certification of Chief Financial
    Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant
    to § 302 of the Sarbanes-Oxley Act of 2002.Exhibit 32
.1



Certification of Chief Executive
    Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant
    to § 906 of the Sarbanes-Oxley Act of 2002.Exhibit 32
.2



Certification of Chief Financial
    Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant
    to § 906 of the Sarbanes-Oxley Act of 2002.