##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 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

22-3043811(State or other jurisdiction
    of
    incorporation or organization)

(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




---



##### 



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 June 30, 2007 and
    December 31, 2006


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


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


4Condensed
    Consolidated Statements of Cash Flows for the Six Months Ended
    June 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


264


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
  June 30,


December 31,2007


2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
23,289,164


$
36,453,213Accounts receivable, net


53,733,759



47,102,552Inventory


3,972,552



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


4,891,475



4,886,000Prepaid expenses and other


3,900,935



3,952,388Total current assets


89,787,885



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


194,606,175



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


799,843,299



799,835,469Goodwill


623,032,283



622,100,636Deferred financing costs, net of
    accumulated amortization of $2,227,872 in 2007 and $7,964,601 in
    2006


7,026,691



13,220,829Customer list, net of accumulated
    amortization of $78,800,330 in 2007 and $64,567,330 in 2006


16,448,020



30,681,020Other non-current assets


628,491



618,611Total other assets


1,446,978,784



1,466,456,565Total assets

$
1,731,372,844


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

$
26,264,687


$
30,135,219Accounts payable 
    affiliates


4,410,086



12,135,227Accrued expenses


18,927,798



11,727,613Accrued interest payable


12,652,588



39,783,977Deferred revenue and customer
    deposits


18,399,592



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


9,000,000



1,250,000Total current liabilities


89,654,751



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


1,090,791,084



1,039,250,692Deferred tax liabilities
    (Note 7)


136,105,112



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


25,381,797



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


(84,746,417
)


(52,242,579
)Accumulated other comprehensive
    loss


(360,735
)


Total stockholders equity


389,440,100



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

$
1,731,372,844


$
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 Six Months EndedJune 30,


June 30,2007


2006


2007


2006(Unaudited)


(Unaudited)OPERATING REVENUE:Service revenue

$
106,295,413


$
89,520,700


$
209,764,145


$
176,993,652Roaming revenue


34,429,221



29,495,664



62,993,088



52,478,535Equipment and other revenue


6,875,193



6,079,552



13,416,256



11,928,070Total operating revenue


147,599,827



125,095,916



286,173,489



241,400,257OPERATING EXPENSES:Cost of service (exclusive of
    depreciation and amortization shown separately below)


41,057,174



30,880,607



79,622,289



60,603,565Cost of equipment


14,043,397



13,932,197



27,495,992



26,146,024Marketing and selling


19,330,182



15,786,709



37,334,596



32,062,356General and administrative


22,596,503



21,164,837



44,607,627



42,491,816Depreciation and amortization


20,171,144



19,948,430



41,454,993



41,402,211Gain on disposition of operating
    assets


(716,232
)


(735,897
)


(1,432,464
)


(1,484,444
)Total operating expenses


116,482,168



100,976,883



229,083,033



201,221,528OPERATING INCOME


31,117,659



24,119,033



57,090,456



40,178,729OTHER EXPENSE:Interest expense


(22,590,529
)


(23,778,647
)


(48,533,036
)


(47,563,765
)Loss from extinguishment of debt
    (Note 6)


(55,623
)






(57,578,235
)


Other expense, net


(1,157,006
)


(482,834
)


(2,662,096
)


(741,354
)INCOME (LOSS) BEFORE INCOME TAXES


7,314,501



(142,448
)


(51,682,911
)


(8,126,390
)Income tax (expense) benefit


(3,225,334
)


42,699



19,179,073



3,057,232NET INCOME (LOSS)

$
4,089,167


$
(99,749
)

$
(32,503,838
)

$
(5,069,158
)    3




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 For the Six Months Ended June 30, 2007
  Stockholders 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


(32,503,838
)














(32,503,838
)






(32,503,838
)Cash flow hedging derivatives, net
    of tax


(360,735
)


















(360,735
)


(360,735
)Total comprehensive loss

$
(32,864,573
)JUNE 30, 2007






350


$
4


$
474,547,248


$
(84,746,417
)

$
(360,735
)

$
389,440,100    4




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##### Table of Contents



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


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

$
(32,503,838
)

$
(5,069,158
)Adjustments to reconcile net loss
    to net cash provided by operating activities, net of effects of
    acquisitions Depreciation and amortization


41,454,993



41,402,211Amortization of bond discount and
    deferred financing costs


1,478,227



1,692,042Deferred income taxes


(19,637,688
)


(3,057,232
)Loss from extinguishment of debt


57,578,235



Gain on disposition of operating
    assets


(1,432,464
)


(1,484,444
)Other operating activities


100,168



170,344Changes in current assets and
    liabilities Accounts receivable


(6,631,207
)


4,429,794Inventory


1,189,549



(1,958,570
)Prepaid expenses and other


(548,547
)


(476,846
)Accounts payable


(3,870,532
)


(3,113,422
)Accrued expenses


(19,931,204
)


(1,651,939
)Deferred revenue and customer
    deposits


2,204,245



1,412,073Net cash provided by operating
    activities


19,449,937



32,294,853CASH FLOWS FROM INVESTING
    ACTIVITIES:Capital expenditures


(32,039,570
)


(29,476,502
)Purchase of wireless licenses and
    properties


(339,477
)


(35,277,832
)Change in
    receivable/payable  affiliates


(7,675,177
)


(4,363,368
)Other investing activities


1,012,169



83,644Net cash used in investing
    activities


(39,042,054
)


(69,034,058
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from credit facility and
    debt securities


900,000,000



Repayments and repurchases of
    credit facility and debt securities


(841,219,500
)


Debt financing costs


(5,345,925
)


Debt securities tender premium


(46,785,491
)


Other financing activities


(221,016
)


Net cash provided by financing
    activities


6,428,068



NET DECREASE IN CASH AND CASH
    EQUIVALENTS


(13,164,049
)


(36,739,205
)CASH AND CASH EQUIVALENTS,
    beginning of period


36,453,213



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

$
23,289,164


$
39,871,388SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid for Interest

$
74,185,347


$
45,866,180Income taxes

$
294,253


$
354,004SUPPLEMENTAL DISCLOSURES OF
    NON-CASH INVESTING AND FINANCING ACTIVITIES:Transfer of fixed assets to (from)
    affiliates

$
49,964


$
(2,901,759
)    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         For the Three Months


For the Six MonthsEnded


EndedJune 30, 2006


June 30, 2006($ in thousands)Operating revenue

$
136,540


$
263,066Net loss


(24
)


(5,383
)  8




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Property,
    Plant and Equipment:      June 30,


December 31,2007


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

$
434,518


$
403,922Accumulated depreciation


(239,912
)


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

$
194,606


$
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:    June 30,


December 31,2007


2006($ in thousands)Credit facility

$
897,750


$
124,68810.0% senior notes


185,718



900,0009.5% senior subordinated notes


16,323



15,813Total credit facility and debt
    securities


1,099,791



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


9,000



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

$
1,090,791


$
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;
    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; 11




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##### Table of Contents



AMERICAN
    CELLULAR CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    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:  and/or and/or
      9.
    Acquisition
    of DCC by AT&T:      Hart-Scott-Rodino
     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
      Hart-Scott-Rodino
      CRITICAL
    ACCOUNTING POLICIES AND PRACTICES
   14




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##### Table of Contents



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 SIX MONTHS ENDED JUNE 30, 2007
    AND JUNE 30, 2006
  Key
    Operating Data
    Three Months Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Market population(1)


5,759,200



5,328,000



5,759,200



5,328,000Ending customers


735,700



665,800



735,700



665,800Market penetration(2)


12.8
%


12.5
%


12.8
%


12.5
%Gross customer additions


64,000



46,400



116,400



94,700Average customers


726,600



665,000



723,500



665,300Average monthly service revenue
    per customer(3)

$
49


$
45


$
48


$
44Average monthly post-paid churn(4)


1.7
%


1.8
%


1.8
%


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 Ended


Six Months Ended


Three Months


Six MonthsJune 30,


June 30,


Ended June 30,


Ended June 30,2007


2006


2007


2006


07 vs. 06


07 vs. 06($ in thousands)


($ in thousands)Operating Revenue:Service revenue

$
106,295


$
89,521


$
209,764


$
176,994



18.7
%


18.5
%Roaming revenue


34,429



29,495



62,993



52,478



16.7
%


20.0
%Equipment and other revenue


6,875



6,080



13,416



11,928



13.1
%


12.5
%Total operating revenue


147,599



125,096



286,173



241,400



18.0
%


18.5
%Operating Expenses:Cost of service (exclusive of
    depreciation and amortization shown separately below)


41,057



30,881



79,622



60,604



33.0
%


31.4
%Cost of equipment


14,043



13,932



27,496



26,146



0.8
%


5.2
%Marketing and selling


19,330



15,786



37,334



32,062



22.4
%


16.4
%General and administrative


22,597



21,165



44,608



42,492



6.8
%


5.0
%Depreciation and amortization


20,171



19,948



41,455



41,402



1.1
%


0.1
%Gain on disposition of operating
    assets


(716
)


(736
)


(1,432
)


(1,485
)


(2.7
)%


(3.6
)%Total operating expenses


116,482



100,976



229,083



201,221



15.4
%


13.8
%Operating income


31,117



24,120



57,090



40,179



29.0
%


42.1
%Interest expense


(22,591
)


(23,779
)


(48,533
)


(47,564
)


(5.0
)%


2.0
%Loss from extinguishment of debt


(55
)






(57,578
)






*



*Other expense, net


(1,157
)


(483
)


(2,662
)


(741
)


139.5
%


259.2
%Income tax (expense) benefit


(3,225
)


42



19,179



3,057



*



*Net income (loss)

$
4,089


$
(100
)

$
(32,504
)

$
(5,069
)


4,189.0
%


541.2
%     *
    
    Calculation is not meaningful  Customers
   18




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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 June 30,


Six Months Ended June 30,2007


2006


2007


2006Amount


Percentage


Amount


Percentage


Amount


Percentage


Amount


Percentage($ in thousands)


($ in thousands)Network and other operating costs

$
29,240



71.2
%

$
23,213



75.2
%

$
57,561



72.3
%

$
45,943



75.8
%Roaming costs


11,817



28.8
%


7,668



24.8
%


22,061



27.7
%


14,661



24.2
%Total cost of service

$
41,057



100.0
%

$
30,881



100.0
%

$
79,622



100.0
%

$
60,604



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
  June 30,


December 31,


Percentage2007


2006


Change($ in thousands)Cash and cash equivalents

$
23,289


$
36,453



(36.1
)%Other current assets


66,499



61,103



8.8
%Total current assets


89,788



97,556



(8.0
)%Current liabilities


89,655



111,227



(19.4
)%Working capital

$
133


$
(13,671
)


101.0
%Ratio of current assets to current
    liabilities


1.0:1



0.9:1       Form 10-K
  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. 23




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##### Table of Contents



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.   24




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##### Table of Contents



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
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk   26




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##### Table of Contents



Item 4.
    Controls
    and Procedures  Rule 13a-15(e) Rule 15d-15(e)
   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  and/or and/or
      Item 1A.
    Risk
    Factors  Form 10-K
  There
    are risks and uncertainties associated with DCCs proposed
    acquisition by AT&T.
   27




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##### Table of Contents



Hart-Scott-Rodino
    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: August 9, 2007

/s/  STEVEN
    P. DUSSEKSteven
    P. DussekChief Executive Officer and Director
    (principal executive officer)Date: August 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