##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from            to    Commission File
    No. 333-60639
      AMERICAN CELLULAR
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
   Delaware(State or other jurisdiction
    of
    incorporation or organization)

22-3043811(I.R.S. Employer
    Identification No.)14201 Wireless Way
    Oklahoma City, Oklahoma(Address of principal
    executive offices)

73134(Zip
    Code)    (405) 529-8500
 (Registrants telephone
    number, including area code)
      þ o
    non-accelerated Rule 12b-2
 o o þ
  Rule 12b-2 o þ




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##### 



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
    INDEX TO
    FORM 10-Q
  ItemNumber



PagePART I. FINANCIAL INFORMATION1


Condensed Consolidated Financial Statements
    (Unaudited):Condensed Consolidated Balance Sheets as of
    September 30, 2007 and December 31, 2006


2Condensed Consolidated Statements of Operations
    for the Three and Nine Months Ended September 30, 2007 and
    2006


3Condensed Consolidated Statement of
    Stockholders Equity for the Nine Months Ended
    September 30, 2007


4Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2007 and 2006


5Notes to Condensed Consolidated Financial
    Statements


62


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


143


Quantitative and Qualitative Disclosures about
    Market Risk


274


Controls and Procedures


27PART II. OTHER INFORMATION1


Legal Proceedings


271A


Risk Factors


272


Unregistered Sales of Equity Securities and Use
    of Proceeds


283


Defaults Upon Senior Securities


284


Submission of Matters to a Vote of Security
    Holders


285


Other Information


286


Exhibits


28Rule 13a-14(a) Certification by Our Principal Executive OfficerRule 13a-14(a) Certification by Our Principal Financial OfficerSection 1350 Certification by Our Principal Executive OfficerSection 1350 Certification by Our Principal Financial Officer   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION
  Item 1.
    Financial
    Statements  AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,


December 31,2007


2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
50,792,201


$
36,453,213Accounts receivable, net


62,437,621



47,102,552Inventory


3,339,256



5,162,101Deferred tax assets (Note 7)


3,239,000



4,886,000Prepaid expenses and other


4,769,787



3,952,388Total current assets


124,577,865



97,556,254PROPERTY, PLANT AND EQUIPMENT, net (Note 4)


192,309,146



190,690,780OTHER ASSETS:Wireless license acquisition costs


799,844,574



799,835,469Goodwill


623,032,496



622,100,636Deferred financing costs, net of accumulated amortization of
    $2,627,799 in 2007 and $7,964,601 in 2006


6,770,491



13,220,829Customer list, net of accumulated amortization of $83,862,339 in
    2007 and $64,567,330 in 2006


11,386,013



30,681,020Other non-current assets


734,967



618,611Total other assets


1,441,768,541



1,466,456,565Total assets

$
1,758,655,552


$
1,754,703,599LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
23,435,327


$
30,135,219Accounts payable  affiliates


3,349,062



12,135,227Accrued expenses


18,619,100



11,727,613Accrued interest payable


20,413,812



39,783,977Deferred revenue and customer deposits


18,721,664



16,195,347Current portion of credit facility and debt securities
    (Note 6)


11,250,000



1,250,000Total current liabilities


95,788,965



111,227,383OTHER LIABILITIES:Credit facility and debt securities, net of current portion
    (Note 6)


1,088,796,030



1,039,250,692Deferred tax liabilities


145,727,458



155,958,421Deferred gain on disposition of operating assets and other
    long-term liabilities


27,053,234



25,962,430CONTINGENCIES (Note 8)STOCKHOLDERS EQUITY:Class A common stock, $.01 par value, 350 shares
    authorized and issued


4



4Paid-in capital


474,547,248



474,547,248Accumulated deficit


(71,563,059
)


(52,242,579
)Accumulated other comprehensive loss


(1,694,328
)


Total stockholders equity


401,289,865



422,304,673Total liabilities and stockholders equity

$
1,758,655,552


$
1,754,703,599    2




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Three Months Ended


For the Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(Unaudited)


(Unaudited)OPERATING REVENUE:Service revenue

$
110,245,599


$
91,612,664


$
320,009,744


$
268,606,316Roaming revenue


44,936,006



39,495,571



107,929,094



91,974,106Equipment and other revenue


7,036,242



5,582,874



20,452,498



17,510,944Total operating revenue


162,217,847



136,691,109



448,391,336



378,091,366OPERATING EXPENSES:Cost of service (exclusive of depreciation and amortization
    shown separately below)


42,426,314



35,648,793



122,048,603



96,252,358Cost of equipment


14,237,909



12,475,625



41,733,901



38,621,649Marketing and selling


18,862,524



17,197,344



56,197,120



49,259,700General and administrative


24,509,112



21,343,661



69,116,739



63,835,477Depreciation and amortization


18,234,766



19,342,866



59,689,759



60,745,077Gain on disposition of operating assets


(716,232
)


(716,232
)


(2,148,696
)


(2,200,676
)Total operating expenses


117,554,393



105,292,057



346,637,426



306,513,585OPERATING INCOME


44,663,454



31,399,052



101,753,910



71,577,781OTHER EXPENSE:Interest expense


(22,860,179
)


(24,539,929
)


(71,393,215
)


(72,103,694
)Loss from extinguishment of debt (Note 6)










(57,578,235
)


Other income (expense), net


3,734,862



(591,986
)


1,072,766



(1,333,340
)INCOME (LOSS) BEFORE INCOME TAXES


25,538,137



6,267,137



(26,144,774
)


(1,859,253
)Income tax (expense) benefit


(12,354,779
)


(1,784,422
)


6,824,294



1,272,811NET INCOME (LOSS)

$
13,183,358


$
4,482,715


$
(19,320,480
)

$
(586,442
)    3




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AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 For the
    Nine Months Ended September 30, 2007
  Stockholders EquityAccumulatedClass A








Other


TotalComprehensive


Common Stock


Paid-in


Accumulated


Comprehensive


StockholdersLoss


Shares


Amount


Capital


Deficit


Loss


Equity(Unaudited)DECEMBER 31, 2006

$




350


$
4


$
474,547,248


$
(52,242,579
)

$



$
422,304,673Net loss


(19,320,480
)














(19,320,480
)






(19,320,480
)Cash flow hedging derivatives, net of tax


(1,694,328
)


















(1,694,328
)


(1,694,328
)Total comprehensive loss

$
(21,014,808
)SEPTEMBER 30, 2007






350


$
4


$
474,547,248


$
(71,563,059
)

$
(1,694,328
)

$
401,289,865    4




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Nine Months EndedSeptember 30,2007


2006(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(19,320,480
)

$
(586,442
)Adjustments to reconcile net loss to net cash provided by
    operating activities, net of effects of acquisitions Depreciation and amortization


59,689,759



60,745,077Amortization of bond discount and deferred financing costs


2,133,099



2,554,825Deferred income taxes


(8,362,867
)


(1,872,811
)Loss from extinguishment of debt


57,578,235



Gain on disposition of operating assets


(2,148,696
)


(2,200,676
)Other operating activities


20,782



35,043Changes in current assets and liabilities Accounts receivable


(15,335,069
)


(4,537,666
)Inventory


1,822,845



1,075,911Prepaid expenses and other


(1,417,399
)


(1,349,765
)Accounts payable


(6,699,892
)


3,325,463Accrued expenses


(12,478,678
)


(23,284,760
)Deferred revenue and customer deposits


2,526,317



1,575,139Net cash provided by operating activities


58,007,956



35,479,338CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(42,214,228
)


(40,030,493
)Purchase of wireless licenses and properties


(340,965
)


(35,594,607
)Deposit on FCC licenses






(17,000,000
)Proceeds from the sale of assets


1,322,146



5,450Change in receivable/payable  affiliates


(9,522,983
)


(2,607,029
)Other investing activities


(116,356
)


(723,558
)Net cash used in investing activities


(50,872,386
)


(95,950,237
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from credit facility and debt securities


900,000,000



100,000,000Repayments and repurchases of credit facility and debt securities


(841,219,500
)


(2,013,309
)Debt financing costs


(5,489,651
)


Debt securities tender premium


(46,785,491
)


Other financing activities


698,060



Net cash provided by financing activities


7,203,418



97,986,691NET INCREASE IN CASH AND CASH EQUIVALENTS


14,338,988



37,515,792CASH AND CASH EQUIVALENTS, beginning of period


36,453,213



76,610,593CASH AND CASH EQUIVALENTS, end of period

$
50,792,201


$
114,126,385SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for Interest

$
88,608,954


$
91,416,180Income taxes

$
767,536


$
525,448SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
    ACTIVITIES:Transfer of fixed assets to (from) affiliates

$
736,818


$
(2,994,717
)    5




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    Form 10-K
  1.  Organization:
    2.  Accounting
    Policies:
  Business
    Segment
    Revenue
    and Expense Recognition
    Derivative
    Instruments and Hedging Activities
   6




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Recently
    Adopted Accounting Pronouncements
        3.  Business
    Combinations and Acquisitions:
     7




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AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      ($ in thousands)Calculation and allocation of purchase price:Total purchase price

$
95,000Plus fair value of liabilities assumed:Current liabilities


13,686Total purchase price plus liabilities assumed

$
108,686Fair value of assets acquired:Current assets

$
4,319Property, plant and equipment


24,655Wireless licenses


26,801Goodwill


37,864Customer list


15,047Total fair value of assets acquired

$
108,686        8




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three Months


For the Nine MonthsEnded


EndedSeptember 30, 2006


September 30, 2006($ in thousands)Operating revenue

$
147,451


$
410,517Net income (loss)


4,914



(468
)   4.  Property,
    Plant and Equipment:
      September 30,


December 31,2007


2006($ in thousands)Gross property, plant and equipment

$
445,277


$
403,922Accumulated depreciation


(252,968
)


(213,231
)Property, plant and equipment, net

$
192,309


$
190,691   5.
    Derivative
    Financial Instruments:       9




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      6.  Credit
    Facility and Debt Securities:
    September 30,


December 31,2007


2006($ in thousands)Credit facility

$
897,750


$
124,68810.0% senior notes


185,718



900,0009.5% senior subordinated notes


16,578



15,813Total credit facility and debt securities


1,100,046



1,040,501Less: current portion of credit facility and debt securities


11,250



1,250Credit facility and debt securities, net of current portion

$
1,088,796


$
1,039,251   Credit
    Facility
    
    a 7-year
    $900.0 million senior secured single draw term loan
    facility;
    a 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    a 5-year
    $75.0 million senior secured revolving credit facility.         10




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt;
    amend certain material agreements; and
    undergo a change of control.    Debt
    Securities
      
    incur indebtedness; 11




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting the
    Companys restricted subsidiaries;
    issue and sell capital stock of the Companys restricted
    subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in unpermitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.      7.
    Deferred
    Tax Assets:     12




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    Contingencies:      9.
    Acquisition
    of DCC by AT&T:           13




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis presents factors that
    we believe are relevant to an assessment and understanding of
    our condensed consolidated financial position and results of
    operations. This financial and business analysis should be read
    in conjunction with our December 31, 2006 consolidated
    financial statements included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 and our
    condensed consolidated financial statements and the related
    notes included in Item 1.
  OVERVIEW
      ACQUISITION
    OF DCC BY AT&T
           14




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##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
  Form 10-K
    RECENTLY
    ADOPTED ACCOUNTING PRONOUNCEMENTS
  Income
    Tax Uncertainties
    and/or
     15




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##### Table of Contents



Deferred
    Tax Assets
          ACQUISITIONS
    FCC
    Auction 66
   16




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##### Table of Contents



Acquisition
    of Highland Cellular LLC
      Acquisition
    of Texas 15 RSA
      RESULTS
    OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
    2007 AND SEPTEMBER 30, 2006
  Key
    Operating Data
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Market population(1)


5,759,200



5,328,000



5,759,200



5,328,000Ending customers


755,100



667,100



755,100



667,100Market penetration(2)


13.1
%


12.5
%


13.1
%


12.5
%Gross customer additions


77,500



50,800



193,900



145,500Average customers


745,200



666,000



730,700



665,500Average monthly service revenue per customer(3)

$
49


$
46


$
49


$
45Average monthly post-paid churn(4)


2.0
%


1.9
%


1.9
%


1.9
%     (1)
    
    Represents the population in our licensed areas for the period
    indicated. The results are based upon the population estimates
    provided by the United States Census Bureau, adjusted to exclude
    those portions of our RSAs and metropolitan statistical areas,
    or MSAs, not covered by our licenses.(2)
    
    Market penetration is calculated by dividing ending customers by
    market population.(3)
    
    ARPU is calculated by dividing service revenue by average
    customers and dividing by the number of months in the period. We
    exclude roaming revenue from this calculation, since roaming
    revenue is not derived from our customers.(4)
    
    Average monthly post-paid churn represents the percentage of the
    post-paid customers that deactivate service each month. The
    calculation divides the total post-paid deactivations during the
    period by the average post-paid customers for the period. 17




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##### Table of Contents



Results
    of Operations
    Percentage ChangeThree Months


Nine MonthsThree Months Ended


Nine Months Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2007


2006


2007


2006


07 vs. 06


07 vs. 06($ in thousands)


($ in thousands)Operating Revenue:Service revenue

$
110,246


$
91,613


$
320,010


$
268,607



20.3
%


19.1
%Roaming revenue


44,936



39,496



107,929



91,974



13.8
%


17.3
%Equipment and other revenue


7,036



5,583



20,452



17,511



26.0
%


16.8
%Total operating revenue


162,218



136,692



448,391



378,092



18.7
%


18.6
%Operating Expenses:Cost of service (exclusive of depreciation and amortization
    shown separately below)


42,427



35,648



122,049



96,252



19.0
%


26.8
%Cost of equipment


14,238



12,476



41,734



38,622



14.1
%


8.1
%Marketing and selling


18,863



17,198



56,197



49,260



9.7
%


14.1
%General and administrative


24,508



21,344



69,116



63,836



14.8
%


8.3
%Depreciation and amortization


18,235



19,343



59,690



60,745



(5.7
)%


(1.7
)%Gain on disposition of operating assets


(717
)


(716
)


(2,149
)


(2,201
)


0.1
%


(2.4
)%Total operating expenses


117,554



105,293



346,637



306,514



11.6
%


13.1
%Operating income


44,664



31,399



101,754



71,578



42.2
%


42.2
%Interest expense


(22,860
)


(24,540
)


(71,393
)


(72,104
)


(6.8
)%


(1.0
)%Loss from extinguishment of debt










(57,578
)






*



*Other income (expense), net


3,735



(592
)


1,073



(1,333
)


730.9
%


180.5
%Income tax (expense) benefit


(12,355
)


(1,784
)


6,824



1,273



*



*Net income (loss)

$
13,184


$
4,483


$
(19,320
)

$
(586
)


194.1
%


3,196.9
%     *
    
    Calculation is not meaningful  Customers
     18




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##### Table of Contents



line-up
    Operating
    Revenue
    Service
    Revenue
      Roaming
    Revenue
   19




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##### Table of Contents



T-Mobile
    Equipment
    and Other Revenue
      Operating
    Expenses
    Cost of
    Service
  off-network
 20




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##### Table of Contents



Three Months Ended September 30,


Nine Months Ended September 30,2007


2006


2007


2006Amount


Percentage


Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)


($ in thousands)Network and other operating costs

$
30,426



71.7
%

$
26,715



74.9
%

$
87,987



72.1
%

$
72,657



75.5
%Roaming costs


12,001



28.3
%


8,933



25.1
%


34,062



27.9
%


23,595



24.5
%Total cost of service

$
42,427



100.0
%

$
35,648



100.0
%

$
122,049



100.0
%

$
96,252



100.0
%       Cost of
    Equipment
      Marketing
    and Selling Costs
      General
    and Administrative Costs
   21




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##### Table of Contents



Depreciation
    and Amortization
    Gain on
    Disposition of Operating Assets
    Non-Operating
    Results
  Interest
    Expense
    Loss from
    Extinguishment of Debt
    LIQUIDITY
    AND CAPITAL RESOURCES
   22




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##### Table of Contents



Working
    Capital and Net Cash Flow
  September 30,


December 31,


Percentage2007


2006


Change($ in thousands)Cash and cash equivalents

$
50,792


$
36,453



39.3
%Other current assets


73,786



61,103



20.8
%Total current assets


124,578



97,556



27.7
%Current liabilities


95,789



111,227



(13.9
)%Working capital

$
28,789


$
(13,671
)


310.6
%Ratio of current assets to current liabilities


1.3:1



0.9:1       Form 10-K
 23




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##### Table of Contents



Capital
    Resources
  New
    Credit Facility
    
    a 7-year
    $900.0 million senior secured single draw term loan
    facility;
    a 7-year
    $75.0 million senior secured delayed draw term loan
    facility; and
    a 5-year
    $75.0 million senior secured revolving credit facility.            18-month
    
    make capital expenditures;
    sell or dispose of assets;
    incur additional debt;
    create liens;
    merge with or acquire other companies;
    pay dividends;
    engage in transactions with affiliates;
    make loans, investments, advances or stock repurchases;
    prepay certain debt; 24




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##### Table of Contents




    amend certain material agreements; and
    undergo a change of control.      10.0% senior
    notes
      
    incur indebtedness;
    incur or assume liens;
    pay dividends or make other restricted payments;
    impose dividend or other payment restrictions affecting our
    restricted subsidiaries;
    issue and sell capital stock of our restricted subsidiaries;
    issue certain capital stock;
    issue guarantees of indebtedness;
    enter into transactions with affiliates;
    sell assets;
    engage in unpermitted lines of business;
    enter into sale and leaseback transactions; and
    merge or consolidate with or transfer substantial assets to
    another entity.   25




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##### Table of Contents



Capital
    Expenditures
      Contractual
    Obligations
      Form 10-K
  FORWARD-LOOKING
    STATEMENTS
   26




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk      Item 4.
    Controls
    and Procedures  Rule 13a-15(e) Rule 15d-15(e)
    PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings      Item 1A.
    Risk
    Factors  Form 10-K
 27




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##### Table of Contents



There
    are risks and uncertainties associated with DCCs proposed
    acquisition by AT&T.
      Our
    business could be adversely impacted as a result of uncertainty
    related to the proposed acquisition by AT&T.
    
    our employees may experience uncertainty about their future
    roles at the Company, which might adversely affect our ability
    to retain and hire key managers and other employees;
    customers and suppliers may experience uncertainty about the
    Companys future and may seek alternative business
    relationships with third parties or seek to alter their business
    relationships with the Company; and
    the attention of our management may be directed to
    transaction-related considerations and may be diverted from the
    day-to-day operations of our business.  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits    Exhibit



Method ofNumbers

Description

Filing31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.


(1)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.


(1)32
.1

Section 1350 Certification by our principal executive
    officer.


(1)32
.2

Section 1350 Certification by our principal financial
    officer.


(1)     (1)
    
    Filed herewith. 28




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##### Table of Contents



SIGNATURES
    AMERICAN CELLULAR CORPORATIONDate: November 9, 2007

/s/  STEVEN
    P. DUSSEKSteven
    P. DussekChief Executive Officer and Director
    (principal executive officer)Date: November 9, 2007

/s/  BRUCE
    R. KNOOIHUIZENBruce
    R. KnooihuizenExecutive Vice President and Chief Financial Officer
    (principal financial officer)  29




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit



Method ofNumbers

Description

Filing31
.1

Rule 13a-14(a)
    Certification by our principal executive officer.


(1)31
.2

Rule 13a-14(a)
    Certification by our principal financial officer.


(1)32
.1

Section 1350 Certification by our principal executive
    officer.


(1)32
.2

Section 1350 Certification by our principal financial
    officer.


(1)     (1)
    
    Filed herewith. 30