##### 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 1934
 For the quarterly period ended April 3, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-08769
 R.G. BARRY CORPORATION
  OHIO
    
    31-4362899(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)13405 Yarmouth Road NW, Pickerington, Ohio
    
    43147(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 Yes þ No o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial Statements
    
    
    4ITEM 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    18ITEM 4  Controls and Procedures
    
    
    18ITEM 4T  Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONITEM 1  Legal Proceedings
    
    
    20ITEM 1A  Risk Factors
    
    
    20ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20ITEM 3  Defaults Upon Senior Securities
    
    
    20ITEM 4  [Reserved]
    
    
    20ITEM 5  Other Information
    
    
    20ITEM 6  Exhibits
    
    
    20SIGNATURES
    
    
    21INDEX TO EXHIBITS
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
  Definitions
  Fiscal 2010
    
    53 weeks ending July 3, 2010Fiscal 2009
    
    52 weeks ended June 27, 2009Nine Months of Fiscal 2010
    
    40 weeks ended April 3, 2010Nine Months of Fiscal 2009
    
    39 weeks ended March 28, 2009Third Quarter of Fiscal 2010
    
    13 weeks ended April 3, 2010Third Quarter of Fiscal 2009
    
    13 weeks ended March 28, 2009
  3




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April 3, 2010
    
    
    June 27, 2009(unaudited)ASSETSCash and cash equivalents
    
    $
    13,684
    
    
    $
    14,259Short-term investments
    
    
    33,018
    
    
    
    24,977Accounts receivable (less allowances of $5,752 and $2,725, respectively)
    
    
    10,509
    
    
    
    9,503Inventory
    
    
    14,125
    
    
    
    8,499Deferred tax assets  current
    
    
    1,410
    
    
    
    2,621Prepaid expenses
    
    
    666
    
    
    
    723Total current assets
    
    
    73,412
    
    
    
    60,582Property, plant and equipment, at cost
    
    
    12,009
    
    
    
    11,254Less accumulated depreciation and amortization
    
    
    8,084
    
    
    
    7,511Net property, plant and equipment
    
    
    3,925
    
    
    
    3,743Deferred tax assets  noncurrent
    
    
    7,743
    
    
    
    7,685Other assets
    
    
    3,045
    
    
    
    3,073Total assets
    
    $
    88,125
    
    
    $
    75,083LIABILITIES AND SHAREHOLDERS EQUITYShort-term notes payable
    
    $
    1,750
    
    
    $
    1,750Current installments of long-term debt
    
    
    94
    
    
    
    90Accounts payable
    
    
    2,980
    
    
    
    3,887Accrued expenses
    
    
    6,013
    
    
    
    3,979Total current liabilities
    
    
    10,837
    
    
    
    9,706Long-term debt, excluding current installments
    
    
    26
    
    
    
    97Accrued retirement costs and other
    
    
    19,475
    
    
    
    19,372Total liabilities
    
    
    30,338
    
    
    
    29,175Commitments and contingencies (note 10)Shareholders equity:Preferred shares, $1 par value per share: Authorized 3,775 Class A
shares, 225 Series I Junior Participating Class A Shares, and 1,000
Class B Shares; none issued
    
    
    
    
    
    
    Common shares, $1 par value per share: Authorized 22,500 shares;
issued and outstanding 10,881 and 10,722 shares, respectively
(excluding treasury shares of 1,025 and 1,008, respectively)
    
    
    10,881
    
    
    
    10,722Additional capital in excess of par value
    
    
    18,815
    
    
    
    16,940Accumulated other comprehensive loss
    
    
    (11,148
    )
    
    
    (11,049
    )Retained earnings
    
    
    39,239
    
    
    
    29,295Total shareholders equity
    
    
    57,787
    
    
    
    45,908Total liabilities and shareholders equity
    
    $
    88,125
    
    
    $
    75,083
   4




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##### Table of Contents



Third Quarter
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Net sales
    
    $
    22,212
    
    
    $
    21,130
    
    
    $
    107,235
    
    
    $
    95,612Cost of sales
    
    
    13,249
    
    
    
    14,044
    
    
    
    62,020
    
    
    
    59,082Gross profit
    
    
    8,963
    
    
    
    7,086
    
    
    
    45,215
    
    
    
    36,530Selling, general and administrative expenses
    
    
    8,245
    
    
    
    7,127
    
    
    
    27,829
    
    
    
    25,383Operating profit (loss)
    
    
    718
    
    
    
    (41
    )
    
    
    17,386
    
    
    
    11,147Interest income, net
    
    
    36
    
    
    
    226
    
    
    
    211
    
    
    
    458Earnings, before income taxes
    
    
    754
    
    
    
    185
    
    
    
    17,597
    
    
    
    11,605Income tax expense
    
    
    215
    
    
    
    62
    
    
    
    6,568
    
    
    
    4,327Net earnings
    
    $
    539
    
    
    $
    123
    
    
    $
    11,029
    
    
    $
    7,278Net earnings per common shareBasic
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    1.02
    
    
    $
    0.69Diluted
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    1.00
    
    
    $
    0.68Average number of common shares outstandingBasic
    
    
    10,914
    
    
    
    10,622
    
    
    
    10,862
    
    
    
    10,609Diluted
    
    
    11,112
    
    
    
    10,738
    
    
    
    11,028
    
    
    
    10,727
   5




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##### Table of Contents



Nine Months
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009(unaudited)
    
    
    (unaudited)Operating activities:Net earnings
    
    $
    11,029
    
    
    $
    7,278Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization
    
    
    607
    
    
    
    536Loss on disposal of property, plant and equipment
    
    
    43
    
    
    
    Deferred income tax expense
    
    
    2,380
    
    
    
    3,883Excess tax benefit-stock based compensation
    
    
    (1,227
    )
    
    
    Stock-based compensation expense
    
    
    604
    
    
    
    664Changes in:Accounts receivable
    
    
    (1,006
    )
    
    
    627Inventory
    
    
    (5,626
    )
    
    
    (652
    )Prepaid expenses and other
    
    
    86
    
    
    
    934Accounts payable
    
    
    (907
    )
    
    
    (1,116
    )Accrued expenses
    
    
    1,864
    
    
    
    (727
    )Accrued retirement costs and other, net
    
    
    3
    
    
    
    (1,126
    )Net cash provided by operating activities
    
    
    7,850
    
    
    
    10,301Investing activities:Purchases of property, plant and equipment, net
    
    
    (831
    )
    
    
    (1,284
    )Purchases of short-term investments
    
    
    (8,041
    )
    
    
    (10,883
    )Net cash used in investing activities
    
    
    (8,872
    )
    
    
    (12,167
    )Financing activities:Repayment of short-term and long-term debt
    
    
    (67
    )
    
    
    (63
    )Proceeds from options exercised
    
    
    372
    
    
    
    64Excess tax benefit-stock based compensation
    
    
    1,227
    
    
    
    Dividends paid
    
    
    (1,085
    )
    
    
    Net cash provided by financing activities
    
    
    447
    
    
    
    1Net decrease in cash and cash equivalents
    
    
    (575
    )
    
    
    (1,865
    )Cash and cash equivalents at the beginning of the period
    
    
    14,259
    
    
    
    14,210Cash and cash equivalents at the end of the period
    
    $
    13,684
    
    
    $
    12,345
   6




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Third Quarter and the Nine Months of Fiscal 2010 and the Third Quarter and Nine Months of Fiscal 2009
(dollar amounts in thousands, except per share data)
    Item 8  Financial Statements and Supplementary Data.
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Standards. FASB
Accounting Standards Codification
    
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the measurement
date.
    
    Level 2 inputs are inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly.
    
    Level 3 inputs are unobservable inputs for the asset or liability.
  7




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Third Quarter and the Nine Months of Fiscal 2010 and the Third Quarter and Nine Months of Fiscal 2009
(dollar amounts in thousands, except per share data)
   Fair Value Measurements at Reporting Date Using:Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsApril 3, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Available-for-sale securities
    
    $
    23,373
    
    
    
    
    
    
    $
    23,373
    
    
    
    Total
    
    $
    23,373
    
    
    
    
    
    
    $
    23,373
    
    
    
    
        8




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Third Quarter and the Nine Months of Fiscal 2010 and the Third Quarter and Nine Months of Fiscal 2009
(dollar amounts in thousands, except per share data)
   Number of
    
    
    Number of
    
    
    Weighted-common shares
    
    
    common shares
    
    
    Averagesubject to ISOs
    
    
    subject to NQs
    
    
    exercise priceOutstanding at June 27, 2009
    
    
    117,000
    
    
    
    146,200
    
    
    $
    5.21Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (62,800
    )
    
    
    (40,000
    )
    
    
    3.84Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding at April 3, 2010
    
    
    54,200
    
    
    
    106,200
    
    
    $
    5.99Options exercisable at April 3, 2010
    
    
    52,200
    
    
    
    106,200
  Number ofcommon shares
    
    
    Grant Dateunderlying RSUs
    
    
    Fair ValueNonvested at June 27, 2009
    
    
    319,500
    
    
    $
    6.86Granted
    
    
    121,200
    
    
    
    7.61Vested
    
    
    (59,000
    )
    
    
    7.16Forfeited/Cancelled
    
    
    (30,900
    )
    
    
    5.30Nonvested at April 3, 2010
    
    
    350,800
    
    
    $
    7.03
     Third Quarter
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Computed expected tax expense
    
    $
    256
    
    
    $
    63
    
    
    $
    5,983
    
    
    $
    3,946State income tax expense, net of federal income tax benefit
    
    
    18
    
    
    
    6
    
    
    
    560
    
    
    
    375Other, net
    
    
    (59
    )
    
    
    (7
    )
    
    
    25
    
    
    
    6Total expense
    
    $
    215
    
    
    $
    62
    
    
    $
    6,568
    
    
    $
    4,327
   9




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Third Quarter and the Nine Months of Fiscal 2010 and the Third Quarter and Nine Months of Fiscal 2009
(dollar amounts in thousands, except per share data)
     Third Quarter
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Numerator:Net earnings
    
    $
    539
    
    
    $
    123
    
    
    $
    11,029
    
    
    $
    7,278Denominator:Weighted-average common shares outstanding
    
    
    10,914
    
    
    
    10,622
    
    
    
    10,862
    
    
    
    10,609Effect of potentially dilutive securities: stock options and RSUs
    
    
    198
    
    
    
    116
    
    
    
    166
    
    
    
    118Weighted-average common shares outstanding, assuming dilution
    
    
    11,112
    
    
    
    10,738
    
    
    
    11,028
    
    
    
    10,727Basic net earnings per common share
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    1.02
    
    
    $
    0.69Diluted net earnings per common share
    
    $
    0.05
    
    
    $
    0.01
    
    
    $
    1.00
    
    
    $
    0.68
  Third Quarter
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Stock options excluded from the calculation of diluted
earnings per common share
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    162
   April 3, 2010
    
    
    June 27, 2009Raw materials
    
    $
    156
    
    
    $
    90Finished goods
    
    
    13,969
    
    
    
    8,409Total inventory
    
    $
    14,125
    
    
    $
    8,499
      10




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Third Quarter and the Nine Months of Fiscal 2010 and the Third Quarter and Nine Months of Fiscal 2009
(dollar amounts in thousands, except per share data)
  Third Quarter
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Service cost
    
    $
    
    
    
    $
    12
    
    
    $
    9
    
    
    $
    34Interest cost
    
    
    571
    
    
    
    606
    
    
    
    1,714
    
    
    
    1,816Expected return on plan assets
    
    
    (493
    )
    
    
    (551
    )
    
    
    (1,480
    )
    
    
    (1,653
    )Net amortization
    
    
    176
    
    
    
    71
    
    
    
    523
    
    
    
    213Settlement loss
    
    
    
    
    
    
    
    
    
    
    185
    
    
    
    Total pension expense
    
    $
    254
    
    
    $
    138
    
    
    $
    951
    
    
    $
    410
   Third Quarter
    
    
    Nine MonthsFiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2010
    
    
    Fiscal 2009Net earnings
    
    $
    539
    
    
    $
    123
    
    
    $
    11,029
    
    
    $
    7,278Pension related adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    (99
    )
    
    
    (40
    )Total comprehensive income
    
    $
    539
    
    
    $
    123
    
    
    $
    10,930
    
    
    $
    7,238
       .
  11




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
for the Third Quarter and the Nine Months of Fiscal 2010 and the Third Quarter and Nine Months of Fiscal 2009
(dollar amounts in thousands, except per share data)
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Standards. FASB Accounting Standards
Codification
 Fair Value Measurement and Disclosures.
 Amendments to Certain Recognition and Disclosure
Requirements, Subsequent
Events
  12




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ITEM 2 
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
   Results of Operations
    ®
 ®
   13




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Seasonality
  Looking ahead beyond fiscal 2010
  Liquidity and Capital Resources
    Operating Activities
    14




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
    
    Net accounts receivable increased by $1.0 million in the nine-month period of fiscal
2010 and decreased by $627 thousand in the nine-month period of fiscal 2009. The change in
net accounts receivable during these reporting periods primarily reflected the timing of
and volume of shipments of finished goods inventory to our customers in line with the
seasonal nature of our business, and the timing of cash collections and customer deductions
for promotions and other allowances.
    
    Net inventories increased by $5.6 million and $652 thousand during the nine months of
fiscal 2010 and 2009 respectively. The increases reflected primarily a return during the
first nine months of fiscal 2010 to more normal levels of inventory required to support our
customers on an ongoing basis, particularly in the replenishment product area.
    
    Accounts payable decreased by $907 thousand and $1.1 million during the nine months of
fiscal 2010 and 2009, respectively. These changes were due primarily to the timing of
purchases and payment for finished goods inventory in line with the seasonality of our
business.
    
    Accrued expenses increased by $1.9 million and decreased by $727 thousand during the
nine months of fiscal 2010 and 2009, respectively. The increase in accrued expenses in the
nine months of fiscal 2010 compared to decrease in the nine months of fiscal 2009 is
primarily due to the increase in income tax accruals at the end of the third quarter in
fiscal 2010, since we have utilized all of our available net operating tax loss carry
forwards.
 Investing Activities
  Financing activities
  2010 Liquidity
   15




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Bank Facility
  July to December
    
    
    January to JuneFiscal 2010
    
    $
    12 million
    
    
    $
    5 millionFiscal 2011
    
    $
    10 million
    
    
    $
    5 millionFiscal 2012
    
    $
    8 million
    Other Long-Term Indebtedness and Current Installments of Long-Term Debt
  Contractual Obligations
 Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations
 Critical Accounting Policies and Use of Significant Estimates
   16




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Item 8  Financial Statements
and Supplementary Data.
  a)
    
    We recognize revenue when the following criteria are met:
 
    
    goods are shipped from our warehouses and other third-party distribution
locations, at which point our customers take ownership and assume risk of loss;
    
    collection of the relevant receivable is probable;
    
    persuasive evidence of an arrangement exists; and
    
    the sales price is fixed or determinable.
 In certain circumstances, we sell products to customers under arrangements which provide for
return privileges, discounts, promotions and other sales incentives. At the time we
recognize revenue, we reduce our measurement of revenue by an estimate of the potential
future returns and allowable retailer promotions and incentives, and recognize a
corresponding reduction in reported trade accounts receivable. These estimates have
traditionally been, and continue to be, sensitive to and dependent on a variety of factors
including, but not limited to, quantities sold to our customers and the related selling and
marketing support programs; channels of distribution; sell-through rates at retail; the
acceptance of the styling of our products by consumers; the overall economic environment;
consumer confidence leading towards and through the holiday selling season; and other related
factors. During the third quarter and nine months of fiscal 2010, we recognized favorable
reserve adjustments that benefited our earnings before income tax by $225 thousand and $612
thousand, respectively, related to our customer incentive reserves of $1.2 million
established at June 27, 2009. During the third quarter and nine months of fiscal 2009, we
recognized favorable reserve adjustments that benefited our earnings before income tax by
$185 thousand and $484 thousand, respectively, related to our customer incentive reserves of
$1.5 million established at June 28, 2008.We monitor the creditworthiness of our customers and the related collection of monies owed to
us. In circumstances where we become aware of a specific customers inability to meet its
financial obligations, a specific reserve for bad debts is taken as a reduction to accounts
receivable to reduce the net recognized receivable to the amount reasonably expected to be
collected. For all other customers, we recognize estimated reserves for bad debts based on
our historical collection experience, the financial condition of our customers, an evaluation
of current economic conditions and anticipated trends, each of which is subjective and
requires certain assumptions. Actual charges for uncollectible amounts have not differed
materially from our estimates in prior periods.b)
    
    We value inventories using the lower of cost or market, based upon the first-in,
first-out (FIFO) costing method. We evaluate our inventories for any reduction in
realizable value in light of the prior selling season, the overall economic environment
and our expectations for the upcoming selling seasons, and we record the appropriate
write-downs based on this evaluation. During the third quarter and the nine months of
fiscal 2010, we recognized $466 thousand and $1.1 million, respectively, in inventory
write-downs as part of cost of sales as compared to $222 thousand and $571 thousand,
respectively, recognized as inventory write-downs as part of cost of sales in the third
quarter and the nine months of fiscal 2009, respectively.c)
    
    We make an assessment of the amount of income taxes that will become currently
payable or recoverable for the just concluded period, and the deferred tax costs or
benefits that will become realizable for income tax purposes in the future, as a
consequence of differences between results of operations as reported in conformity with
U.S. GAAP, and the requirements of the income tax codes existing in the various
jurisdictions where we operate. In evaluating the future benefits of deferred tax assets,
we examine our capacity for generating future taxable profit. In addition, we make
ongoing assessments of income tax exposures that may arise at the Federal, state or local
tax levels. As a result of these evaluations, any exposure deemed more likely than not
will be quantified and accrued as tax expense during the period and reported in a reserve
for uncertain tax positions. Any identified exposures will be subjected to continuing
assessment and estimates will be revised accordingly as information becomes available to
us. We had no tax reserve for uncertain tax positions at the end of the third quarter of
fiscal 2010, the end of the third quarter of fiscal 2009, or the end of fiscal 2009 at
either the state or Federal tax levels.
  17




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d)
    
    We make assumptions to measure our pension liabilities and project the long-term rate
of return expected on the invested pension assets in our qualified associates retirement
plan. Changes in assumptions, which may be caused by conditions in the debt and equity
markets, changes in asset mix, and plan experience, could have a material effect on our
pension obligations and expenses, and can affect our net income, assets, and shareholders
equity. Changes in assumptions may also result in voluntary or mandatory requirements to
make additional contributions to our qualified associates retirement plan. These
assumptions are reviewed and reset as appropriate at the pension measurement date
commensurate with the end of our fiscal year end, and we monitor these assumptions over
the course of the fiscal year.e)
    
    There are various other accounting policies that also require managements judgment.
For an additional discussion of all of our significant accounting policies, please see
Note (1) of the Notes to Consolidated Financial Statements in Item 8  Financial
Statements and Supplementary Data. of Part II of our 2009 Form 10-K.
  Recently Issued Accounting Standards
  
 ITEM 3 
    
    Quantitative and Qualitative Disclosures About Market Risk
      
 ITEM 4 
    
    Controls and Procedures
   18




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ITEM 4T 
    
    Controls and Procedures
   a.
    
    information required to be disclosed by the Company in this Quarterly Report on Form 10-Q
and the other reports that the Company files or submits under the Exchange Act would be
accumulated and communicated to the Companys management,
including its principal executive officer and its principal financial officer, as appropriate
to allow timely decisions regarding required disclosure;b.
    
    information required to be disclosed by the Company in this Quarterly Report on Form 10-Q
and the other reports that it files or submits under the Exchange Act would be recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms; andc.
    
    the Companys disclosure controls and procedures were effective as of the end of the
quarterly period covered by this Quarterly Report on Form 10-Q.
    19




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##### Table of Contents



Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    [Reserved]
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
   20




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##### Table of Contents



R.G. BARRY CORPORATION
RegistrantDate: May 12, 2010
    By:
    /s/ José G. IbarraJosé G. IbarraSenior Vice President  Finance and Chief Financial
Officer (Principal Financial Officer)
(Duly Authorized Officer)  21




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certifications (Principal Executive Officer)
    
    Filed herewith31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certifications (Principal Financial Officer)
    
    Filed herewith32.1
    
    
    Section 1350 Certifications (Principal Executive Officer and
Principal Financial Officer)
    
    Filed herewith
  22