##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q/A
 
 
 Amendment No. 1
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-13783
 
 Integrated Electrical Services, Inc.
  Delaware
    
    76-0542208(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1800 West Loop South, Suite 500, Houston, Texas 77027
 Registrants telephone number, including area code:
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ
 Yes þ No o




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##### Table of Contents



Explanatory Paragraph
  
  
     2




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##### 



INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets as of December 31, 2008 and September 30, 2008
    
    
    6Condensed Consolidated Statements of Operations for the Three Months ended December 31, 2008 and 2007
    
    
    7Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2008 and 2007
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    33PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3. Defaults Upon Senior Securities
    
    
    34Item 4. Submission of Matters to a Vote of Security Holders
    
    
    34Item 5. Other Information
    
    
    34Item 6. Exhibits
    
    
    35Signatures
    
    
    36Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   3




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DEFINITIONS
  DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    fluctuations in operating activity due to downturns in levels of construction,
seasonality and differing regional economic conditions;
 
    
    competition in the construction industry, both from third parties and former employees,
which could result in the loss of one or more customers or lead to lower margins on new
contracts;
 
    
    our ability to successfully manage construction projects;
 
    
    possibility of errors when estimating revenue and progress to date on
percentage-of-completion contracts;
 
    
    inaccurate estimates used when entering into fixed-priced contracts;
 
    
    challenges integrating new types of work or new processes into our divisions;
 
    
    the cost and availability of qualified labor, especially electricians and construction
supervisors;
 
    
    accidents resulting from the physical hazards associated with our work and potential for
vehicle accidents;
 
    
    success in transferring, renewing and obtaining electrical and construction licenses
after the recent consolidation of our divisions;
 
    
    the possibility that our restructuring program will not be successfully executed;
 
    
    our ability to pass along increases in the cost of commodities used in our business, in
particular, copper, aluminum, steel, fuel and certain plastics;
 
    
    potential supply chain disruptions due to credit or liquidity problems faced by
our suppliers;
 
    
    loss of key personnel and effective transition of new management;
 
    
    warranty losses or other latent defect claims in excess of our existing reserves and
accruals;
 
    
    warranty losses or other unexpected liabilities stemming from former divisions which we
have sold or closed;
 
    
    growth in latent defect litigation in states where we provide residential electrical work
for home builders not otherwise covered by insurance;
 
    
    limitations on the availability of sufficient credit or cash flow to fund our working
capital needs;
 
    
    difficulty in fulfilling the covenant terms of our credit facilities;
 
    
    increased cost of surety bonds affecting margins on work and the potential for our surety
providers to refuse bonding at their discretion;
  4




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
    
    increases in bad debt expense and days sales outstanding due to liquidity
problems faced by our customers;
 
    
    changes in the assumptions made regarding future events used to value our
stock options and performance-based stock awards;
 
    
    uncertainties inherent in estimating future operating results, including revenues,
operating income or cash flow;
 
    
    disagreements with taxing authorities with regard to tax positions we have adopted;
 
    
    complications associated with the incorporation of new accounting, control and operating
procedures;
 
    
    the financial impact of new or proposed accounting regulations;
 
    
    our ability to optimize our new operating, accounting and financial systems;
 
    
    ability of our controlling shareholder to take action not aligned with our other
shareholders;
 
    
    the possibility that certain of our net operating losses may be restricted or
reduced in a change of control;
 
    
    our ability to retain our financing agreements and surety arrangements under a
change in control;
 
    
    credit and capital market conditions, including changes in interest rates that affect the
cost of construction financing and mortgages, and the inability for some of our customers to
retain sufficient financing which could lead to project cancellations; and
 
    
    the sale or disposition of the shares of our common stock held by our majority
shareholder, which, under certain circumstances, would trigger change of control provisions
in contracts such as employment agreements, supply agreements, and financing and surety
arrangements.
  www.ies-co.com
  5




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INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (IN THOUSANDS, EXCEPT SHARE INFORMATION)
 
 December 31,
    
    
    September 30,2008
    
    
    2008(Unaudited)(Restated)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    49,294
    
    
    $
    64,709Accounts receivable:Trade, net of allowance of $3,134 and $3,556 respectively
    
    
    122,678
    
    
    
    132,273Retainage
    
    
    31,244
    
    
    
    30,833Inventories
    
    
    12,316
    
    
    
    12,856Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    12,589
    
    
    
    14,743Prepaid expenses and other current assets
    
    
    6,547
    
    
    
    6,728Assets from discontinued operations
    
    
    1,793
    
    
    
    1,967Total current assets
    
    
    236,461
    
    
    
    264,109PROPERTY AND EQUIPMENT, net
    
    
    25,288
    
    
    
    26,123GOODWILL
    
    
    4,880
    
    
    
    4,892OTHER NON-CURRENT ASSETS, net
    
    
    20,984
    
    
    
    25,414Total assets
    
    $
    287,613
    
    
    $
    320,538LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    2,717
    
    
    $
    2,905Accounts payable and accrued expenses
    
    
    67,672
    
    
    
    99,860Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    37,483
    
    
    
    33,711Liabilities from discontinued operations
    
    
    372
    
    
    
    504Total current liabilities
    
    
    108,244
    
    
    
    136,980LONG-TERM DEBT, net of current maturities
    
    
    26,215
    
    
    
    26,739OTHER NON-CURRENT LIABILITIES
    
    
    11,509
    
    
    
    10,584Total liabilities
    
    
    145,968
    
    
    
    174,303COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 100,000,000 shares authorized; 15,407,802 and
15,407,802 shares issued and 14,634,180 and 14,753,779 outstanding,
respectively
    
    
    154
    
    
    
    154Treasury stock, at cost, 773,622 and 654,023 shares, respectively
    
    
    (14,035
    )
    
    
    (11,591
    )Additional paid-in capital
    
    
    169,043
    
    
    
    170,023Retained deficit
    
    
    (13,517
    )
    
    
    (12,351
    )Total stockholders equity
    
    
    141,645
    
    
    
    146,235Total liabilities and stockholders equity
    
    $
    287,613
    
    
    $
    320,538
 
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INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
 
 Three Months Ended
    
    
    Three Months EndedDecember 31, 2008
    
    
    December 31, 2007(Unaudited)
    
    
    (Unaudited)(Restated)Revenues
    
    $
    173,107
    
    
    $
    197,120Cost of services
    
    
    145,130
    
    
    
    164,085Gross profit
    
    
    27,977
    
    
    
    33,035Selling, general and administrative expenses
    
    
    28,869
    
    
    
    30,404Gain on sale of assets
    
    
    (103
    )
    
    
    (17
    )Restructuring charges
    
    
    483
    
    
    
    1,294Income (loss) from operations
    
    
    (1,272
    )
    
    
    1,354Interest and other (income) expense:Interest expense
    
    
    985
    
    
    
    4,249Interest income
    
    
    (160
    )
    
    
    (1,120
    )Other (income) expense, net
    
    
    (61
    )
    
    
    (426
    )Interest and other expense, net
    
    
    764
    
    
    
    2,703Loss from continuing operations before income taxes
    
    
    (2,036
    )
    
    
    (1,349
    )Benefit for income taxes
    
    
    (885
    )
    
    
    (429
    )Net loss from continuing operations
    
    
    (1,151
    )
    
    
    (920
    )Discontinued operations (Note 2)Income (loss) from discontinued operations
    
    
    (29
    )
    
    
    252Provision (benefit) for income taxes
    
    
    (14
    )
    
    
    129Net income (loss) from discontinued operations
    
    
    (15
    )
    
    
    123Net loss
    
    $
    (1,166
    )
    
    $
    (797
    )Basic earnings (loss) per share:Continuing operations
    
    $
    (0.08
    )
    
    $
    (0.06
    )Discontinued operations
    
    $
    (0.00
    )
    
    $
    0.01Total
    
    $
    (0.08
    )
    
    $
    (0.05
    )Diluted earnings (loss) per share:Continuing operations
    
    $
    (0.08
    )
    
    $
    (0.06
    )Discontinued operations
    
    $
    (0.00
    )
    
    $
    0.01Total
    
    $
    (0.08
    )
    
    $
    (0.05
    )Shares used in the computation of earnings (loss) per share (Note 4):Basic
    
    
    14,318,776
    
    
    
    15,092,303Diluted
    
    
    14,318,776
    
    
    
    15,092,303
 
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INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (IN THOUSANDS)
 
 Three Months Ended
    
    
    Three Months EndedDecember 31, 2008
    
    
    December 31, 2007(Unaudited)
    
    
    (Unaudited)(Restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (1,166
    )
    
    $
    (797
    )Adjustments to reconcile net loss to net cash provided by operating activities:Net (income) loss from discontinued operations
    
    
    15
    
    
    
    (123
    )Bad debt expense
    
    
    291
    
    
    
    347Deferred financing cost amortization
    
    
    65
    
    
    
    738Depreciation and amortization
    
    
    1,992
    
    
    
    2,209Gain on sale of assets
    
    
    (103
    )
    
    
    (17
    )Non-cash compensation expense
    
    
    608
    
    
    
    883Equity in (gains) losses of investment
    
    
    41
    
    
    
    (416
    )Goodwill
adjustment under SOP 90-1
    
    
    12
    
    
    
    Changes in operating assets and liabilities, net of effect of discontinued operations:Accounts receivable
    
    
    9,045
    
    
    
    2,516Inventories
    
    
    540
    
    
    
    293Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    2,154
    
    
    
    1,095Prepaid expenses and other current assets
    
    
    667
    
    
    
    1,299Other non-current assets
    
    
    5,065
    
    
    
    (210
    )Accounts payable and accrued expenses
    
    
    (32,192
    )
    
    
    (17,880
    )Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    3,772
    
    
    
    (1,110
    )Other non-current liabilities
    
    
    925
    
    
    
    210Net cash used in continuing operations
    
    
    (8,269
    )
    
    
    (10,963
    )Net cash provided by discontinued operations
    
    
    32
    
    
    
    2,124Net cash used in operating activities
    
    
    (8,237
    )
    
    
    (8,839
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (565
    )
    
    
    (3,065
    )Proceeds from sales of property and equipment
    
    
    131
    
    
    
    7Investment in unconsolidated affiliate
    
    
    (2,000
    )
    
    
    Distribution from unconsolidated affiliate
    
    
    
    
    
    
    488Net cash used in investing activities of continuing operations
    
    
    (2,434
    )
    
    
    (2,570
    )Net cash provided by investing activities of discontinued operations
    
    
    
    
    
    
    10Net cash used in investing activities
    
    
    (2,434
    )
    
    
    (2,560
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings of debt
    
    
    
    
    
    
    25,000Repayments of debt
    
    
    (712
    )
    
    
    (45,615
    )Payments for debt issuance costs
    
    
    
    
    
    
    (500
    )Acquisition of treasury stock
    
    
    (4,032
    )
    
    
    (1,525
    )Net cash used in financing activities
    
    
    (4,744
    )
    
    
    (22,640
    )(15,415
    )
    
    
    (34,039
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTS, beginning of period
    
    
    64,709
    
    
    
    69,676CASH AND CASH EQUIVALENTS, end of period
    
    $
    49,294
    
    
    $
    35,637SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    902
    
    
    $
    1,456Cash paid for income taxes
    
    $
    164
    
    
    $
    105
 
 
 
   8




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INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2008
 (UNAUDITED)
 1. BUSINESS
  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Fair
Value Measurements
 Fair Value Measurements Effective Date of FASB Statement No. 157
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Accounting for
Uncertainty in Income Taxes, an Interpretation of FASB Statement 109
  Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code
  9




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USE OF ESTIMATES AND ASSUMPTIONS
  SEASONALITY AND QUARTERLY FLUCTUATIONS
  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Business Combinations Business Combinations
  10




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STOCK-BASED COMPENSATION
 Share-Based Payment
   Three Months EndedDecember 31,2008
    
    
    2007Weighted average value per option granted during the period (1)
    
    $
    8.56
    
    
    $
    9.84Assumptions:Stock price volatility
    
    
    86.4
    %
    
    
    51.0
    %Risk free rate of return
    
    
    1.3
    %
    
    
    3.6
    %Future forfeiture rate (2)
    
    
    0.0
    %
    
    
    0.0
    %Expected term
    
    6.0 years
    
    
    6.0 years
 
 (1)
    
    We do not pay dividends on our common stock.(2)
    
    The forfeiture rate is assumed to be zero based on the limited number of employees who have
been awarded stock options. 2. STRATEGIC ACTIONS
 The 2007 Restructuring Plan
    11




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The 2009 Restructuring Plan
 
  
  
 Severance
    
    
    Consulting /Charges
    
    
    Other Charges
    
    
    TotalRestructuring liability at September 30, 2008
    
    $
    638
    
    
    $
    53
    
    
    $
    691Restructuring charges incurred during the three months ended December 31, 2008
    
    
    483
    
    
    
    
    
    
    
    483Less  cash payments during the three months ended December 31, 2008
    
    
    (547
    )
    
    
    (53
    )
    
    
    (600
    )Restructuring liability at December 31, 2008
    
    $
    574
    
    
    $
    
    
    
    $
    574
 
 Exit or Disposal Activities
  .
   Three Months EndedDecember 31,2008
    
    
    2007Revenues
    
    $
    21
    
    
    $
    1,748Gross profit
    
    $
    19
    
    
    $
    404Pre-tax income (loss)
    
    $
    (29
    )
    
    $
    252
  12




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December 31,
    
    
    September 30,2008
    
    
    2008Accounts receivable, net
    
    $
    1,793
    
    
    $
    1,967Property and equipment, net
    
    
    
    
    
    
    Total assets
    
    $
    1,793
    
    
    $
    1,967Accounts payable and accrued liabilities
    
    $
    372
    
    
    $
    481Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    
    
    
    
    23Total liabilities
    
    
    372
    
    
    
    504Net assets
    
    $
    1,421
    
    
    $
    1,463
 
 3. DEBT AND LIQUIDITY
  December 31,
    
    
    September 30,2008
    
    
    2008Term Loan, due May 15, 2013, bearing interest at 11.0%
    
    $
    25,000
    
    
    $
    25,000Camden Note Payable, due July 1, 2010, bearing interest at 4.59%
    
    
    3,736
    
    
    
    4,419Capital lease and other
    
    
    196
    
    
    
    225Total debt
    
    
    28,932
    
    
    
    29,644Less  Short-term debt and current maturities of long-term debt
    
    
    (2,717
    )
    
    
    (2,905
    )Total long-term debt
    
    $
    26,215
    
    
    $
    26,739
  2009
    
    $
    2,7172010
    
    
    1,2072011
    
    
    82012
    
    
    2013
    
    
    25,000Thereafter
    
    
    Total
    
    $
    28,932
  The Tontine Capital Partners Term Loan
   Camden Note Payable
   13




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##### Table of Contents



The Revolving Credit Facility
    Total Liquidity
    
    Interest RateGreater than $60 million
    
    LIBOR plus 2.75% or Base Rate plus 0.75%From $40 million to $60 million
    
    LIBOR plus 3.00% or Base Rate plus 1.00%Less than $40 million
    
    LIBOR plus 3.25% or Base Rate plus 1.25%
    Financial Covenants
  Covenant
    
    Requirement
    
    ActualShutdown Subsidiaries Earnings Before Interest and Taxes
    
    Cumulative loss not to
exceed $2.0 million
    
    Cumulative loss of
$1.0 millionFixed Charge Coverage Ratio
    
    Minimum of 1.25:1.00
    
    N/A (1)Leverage Ratio
    
    Maximum of 3.50:1.00
    
    N/A (1)
 
 (1)
    
    This covenant requirement will not be in effect at any time our total
liquidity, as defined in the Loan and Security Agreement, exceeds $50
million.   14




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The Eton Park / Flagg Street Term Loan
  4. EARNINGS PER SHARE
 Participating Securities and the Two-class method under FASB Statement No. 128
  
 Three Months EndedDecember 31,2008
    
    
    2007(Restated)Numerator:Net loss from continuing operations attributable to common shareholders
    
    $
    (1,151
    )
    
    $
    (920
    )Net loss from continuing operations attributable to restricted shareholders
    
    
    
    
    
    
    Net loss from continuing operations
    
    $
    (1,151
    )
    
    $
    (920
    )Net income (loss) from discontinued operations attributable to common shareholders
    
    $
    (15
    )
    
    $
    121Net income from discontinued operations attributable to restricted shareholders
    
    
    
    
    
    
    2Net income (loss) from discontinued operations
    
    $
    (15
    )
    
    $
    123Net loss attributable to common shareholders
    
    $
    (1,166
    )
    
    $
    (797
    )Net loss attributable to restricted shareholders
    
    
    
    
    
    
    Net loss
    
    $
    (1,166
    )
    
    $
    (797
    )Denominator:Weighted average common shares outstanding  basic
    
    
    14,318,776
    
    
    
    15,092,303Effect of dilutive stock options and non-vested restricted stock
    
    
    
    
    
    
    Weighted average common and common equivalent shares outstanding  diluted
    
    
    14,318,776
    
    
    
    15,092,303Basic income per share:Basic earnings (loss) per share from continuing operations
    
    $
    (0.08
    )
    
    $
    (0.06
    )Basic earnings (loss) per share from discontinued operations
    
    $
    (0.00
    )
    
    $
    0.01Basic earnings (loss) per share
    
    $
    (0.08
    )
    
    $
    (0.05
    )Diluted income per share:Diluted earnings (loss) per share from continuing operations
    
    $
    (0.08
    )
    
    $
    (0.06
    )Diluted earnings (loss) per share from discontinued operations
    
    $
    (0.00
    )
    
    $
    0.01Diluted earnings (loss) per share
    
    $
    (0.08
    )
    
    $
    (0.05
    )
 
  15




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5. OPERATING SEGMENTS
 Disclosures about Segments of an Enterprise and Related
Information
    
 Three Months Ended December 31, 2008 (Unaudited) RestatedCommercial
    
    
    Industrial
    
    
    Residential
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    101,707
    
    
    $
    26,034
    
    
    $
    45,366
    
    
    $
    
    
    
    $
    173,107Cost of services
    
    
    87,352
    
    
    
    22,638
    
    
    
    35,140
    
    
    
    
    
    
    
    145,130Gross profit
    
    
    14,355
    
    
    
    3,396
    
    
    
    10,226
    
    
    
    
    
    
    
    27,977Selling, general and administrative
    
    
    8,381
    
    
    
    1,619
    
    
    
    8,647
    
    
    
    10,222
    
    
    
    28,869Loss (gain) on sale of assets
    
    
    (103
    )
    
    
    (14
    )
    
    
    14
    
    
    
    
    
    
    
    (103
    )Restructuring charge
    
    
    339
    
    
    
    80
    
    
    
    64
    
    
    
    
    
    
    
    483Income (loss) from operations
    
    $
    5,738
    
    
    $
    1,711
    
    
    $
    1,501
    
    
    $
    (10,222
    )
    
    $
    (1,272
    )Other data:Depreciation and amortization expense
    
    $
    340
    
    
    $
    195
    
    
    $
    708
    
    
    $
    749
    
    
    $
    1,992Capital expenditures
    
    $
    42
    
    
    $
    44
    
    
    $
    16
    
    
    $
    456
    
    
    $
    558Total assets
    
    $
    118,769
    
    
    $
    24,049
    
    
    $
    41,360
    
    
    $
    101,642
    
    
    $
    285,820
 
 
 Three Months December 31, 2007 (Unaudited)Commercial
    
    
    Industrial
    
    
    Residential
    
    
    Corporate
    
    
    TotalRevenues
    
    $
    109,681
    
    
    $
    32,144
    
    
    $
    55,295
    
    
    $
    
    
    
    $
    197,120Cost of services
    
    
    93,423
    
    
    
    26,270
    
    
    
    44,392
    
    
    
    
    
    
    
    164,085Gross profit
    
    
    16,258
    
    
    
    5,874
    
    
    
    10,903
    
    
    
    
    
    
    
    33,035Selling, general and administrative
    
    
    10,951
    
    
    
    2,477
    
    
    
    8,529
    
    
    
    8,447
    
    
    
    30,404Loss (gain) on sale of assets
    
    
    (17
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )Restructuring charges
    
    
    1,152
    
    
    
    91
    
    
    
    51
    
    
    
    
    
    
    
    1,294Income (loss) from operations
    
    $
    4,172
    
    
    $
    3,306
    
    
    $
    2,323
    
    
    $
    (8,447
    )
    
    $
    1,354Other data:Depreciation and amortization expense
    
    $
    506
    
    
    $
    344
    
    
    $
    687
    
    
    $
    672
    
    
    $
    2,209Capital expenditures
    
    $
    64
    
    
    $
    60
    
    
    $
    72
    
    
    $
    2,869
    
    
    $
    3,065Total assets
    
    $
    116,328
    
    
    $
    24,627
    
    
    $
    57,272
    
    
    $
    103,436
    
    
    $
    301,663
 
  16




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##### Table of Contents



6. STOCKHOLDERS EQUITY
   Treasury Stock
  Restricted Stock
     Performance-Based Restricted Stock
   17




---



##### Table of Contents



Stock Options
    Weighted AverageShares
    
    
    Exercise PriceOutstanding, September 30, 2008
    
    
    161,000
    
    
    $
    19.87Options granted
    
    
    7,500
    
    
    
    12.31Exercised
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding, December 31, 2008
    
    $
    168,500
    
    
    $
    19.53Exercisable, December 31, 2008
    
    $
    83,668
    
    
    $
    18.98
  RemainingContractual Life
    
    
    Weighted-Average
    
    
    
    
    
    
    Weighted-AverageRange of Exercise Prices
    
    Outstanding
    
    
    in Years
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$12.31  $18.79
    
    
    123,500
    
    
    
    7.9
    
    
    $
    17.02
    
    
    
    70,334
    
    
    $
    17.43$20.75  $33.55
    
    
    45,000
    
    
    
    8.5
    
    
    
    26.44
    
    
    
    13,334
    
    
    
    27.15168,500
    
    
    
    8.0
    
    
    $
    19.53
    
    
    
    83,668
    
    
    $
    18.98
   18




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##### Table of Contents



7. FAIR VALUE MEASUREMENTS
 Investment in EPV Solar
 Accounting for Certain Investment in Debt and Equity Securities
 Fair Value Measurement Accounting
     Significant
    
    
    SignificantOther Observable
    
    
    UnobservableTotal
    
    
    Quoted Prices
    
    
    Inputs
    
    
    InputsFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Investments in equity securities
    
    $
    293
    
    
    $
    49
    
    
    $
    
    
    
    $
    244Total
    
    $
    293
    
    
    $
    49
    
    
    $
    
    
    
    $
    244
  Level 1
 Level 2
 Level 3
  Investments inequity securitiesBalance at October 1, 2008
    
    $
    Purchases
    
    $
    244Balance at December 31, 2008
    
    $
    244
  19




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##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
 Legal Matters
   Clark Construction v. IES Commercial, Inc. f/k/a J.W. Gray
 
 .
 
 Ward Transformer Site
   20




---



##### Table of Contents



Self-insurance
 Accounting for
Contingencies.
 Surety
    Other Commitments and Contingencies
   21




---



##### Table of Contents



9. Restatement of Condensed Consolidated Financial Statements (Unaudited)
 
  
 Condensed Consolidated Balance Sheets at December 31, 2008:
 
 As Reported
    
    
    Adjustment
    
    
    As RestatedPrepaid expenses and other current assets
    
    $
    6,530
    
    
    $
    17
    
    
    $
    6,547Assets held for sale from discontinued
operations
    
    
    1,860
    
    
    
    (67
    )
    
    
    1,793Total current assets
    
    
    236,511
    
    
    
    (50
    )
    
    
    236,461Property and equipment, net
    
    
    24,991
    
    
    
    297
    
    
    
    25,288Goodwill
    
    
    4,383
    
    
    
    497
    
    
    
    4,880Other non-current assets
    
    
    20,999
    
    
    
    (15
    )
    
    
    20,984Total assets
    
    
    286,884
    
    
    
    729
    
    
    
    287,613Accounts payable and accrued expenses
    
    
    64,806
    
    
    
    2,866
    
    
    
    67,672Total current liabilities
    
    
    105,378
    
    
    
    2,866
    
    
    
    108,244Other non-current liabilities
    
    
    11,699
    
    
    
    (190
    )
    
    
    11,509Total liabilities
    
    
    143,292
    
    
    
    2,676
    
    
    
    145,968Retained deficit
    
    
    (11,570
    )
    
    
    (1,947
    )
    
    
    (13,517
    )Total stockholders equity
    
    
    143,592
    
    
    
    (1,947
    )
    
    
    141,645Total liabilities and stockholders equity
    
    $
    286,884
    
    
    $
    729
    
    
    $
    287,613
 
  22




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##### Table of Contents



Condensed Consolidated Statements of Operations for the three months ended December 31,
2008:
 
 As Reported
    
    
    Adjustment
    
    
    As RestatedRevenues
    
    $
    173,370
    
    
    $
    (263
    )
    
    $
    173,107Cost of services
    
    
    143,710
    
    
    
    1,420
    
    
    
    145,130Gross profit
    
    
    29,660
    
    
    
    (1,683
    )
    
    
    27,977Selling, general and administrative expenses
    
    
    28,801
    
    
    
    68
    
    
    
    28,869Restructuring
charges
    
    
    392
    
    
    
    91
    
    
    
    483Income from operations
    
    
    570
    
    
    
    (1,842
    )
    
    
    (1,272
    )Other, net
    
    
    (151
    )
    
    
    90
    
    
    
    (61
    )Income from continuing operations before
income tax
    
    
    (104
    )
    
    
    (1,932
    )
    
    
    (2,036
    )Benefit for income taxes
    
    
    (29
    )
    
    
    (856
    )
    
    
    (885
    )Net loss from continuing operations
    
    
    (75
    )
    
    
    (1,076
    )
    
    
    (1,151
    )Net loss
    
    
    (90
    )
    
    
    (1,076
    )
    
    
    (1,166
    )Basic earnings (loss) per share:Continuing operations
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.08
    )Total
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.08
    )Diluted earnings (loss) per share:Continuing operations
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.08
    )Total
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.08
    )
 
 
 Condensed Consolidated Statements of Cash Flows for the three months ended December 31,
2008:
 
 
 As Reported
    
    
    Adjustment
    
    
    As RestatedNet income (loss)
    
    $
    (90
    )
    
    $
    (1,076
    )
    
    $
    (1,166
    )Changes in operating assets and liabilities:Depreciation and Amortization
    
    
    1,986
    
    
    
    6
    
    
    
    1,992Other non-current assets
    
    
    5,115
    
    
    
    (50
    )
    
    
    5,065Accounts payable and accrued expenses
    
    
    (33,244
    )
    
    
    1,052
    
    
    
    (32,192
    )Other non-current liabilities
    
    
    934
    
    
    
    (9
    )
    
    
    925Net cash used in continuing operations
    
    
    (8,192
    )
    
    
    (77
    )
    
    
    (8,269
    )Net cash used in operating activities
    
    
    (8,160
    )
    
    
    (77
    )
    
    
    (8,237
    )Purchases of property and equipment
    
    
    (648
    )
    
    
    83
    
    
    
    (565
    )Proceeds from sales of property and equipment
    
    
    137
    
    
    
    (6
    )
    
    
    131Net cash
used in investing activities of continuing operations
    
    
    (2,511
    )
    
    
    77
    
    
    
    (2,434
    )Net cash used in investing activities
    
    $
    (2,511
    )
    
    $
    77
    
    
    $
    (2,434
    )
 
   23




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 Restatement
 
 
  
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Notes to Consolidated Financial Statements
 Fair Value Measurements . Condensed Consolidated Financial Statements Business
 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 . Condensed Consolidated
Financial Statements Business
 RESTRUCTURING PROGRAMS
 The 2007 Restructuring Plan
   24




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##### Table of Contents



The 2009 Restructuring Plan
 
  
 EXIT OR DISPOSAL ACTIVITIES
      25




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##### Table of Contents



FINANCING
 The Tontine Capital Partners Term Loan
  The Revolving Credit Facility
 .
Condensed Consolidated Financial Statements Debt and Liquidity
  SURETY
  RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 2007
  
 Three Months Ended
    
    
    Three Months EndedDecember 31, 2008
    
    
    December 31, 2007$
    
    
    %
    
    
    $
    
    
    %(Dollars in millions. Percentage of revenues.)Revenues
    
    $
    173.1
    
    
    
    100.0
    %
    
    $
    197.1
    
    
    
    100.0
    %Cost of services (including depreciation)
    
    
    145.1
    
    
    
    83.9
    %
    
    
    164.1
    
    
    
    83.2
    %Gross profit
    
    
    28.0
    
    
    
    16.2
    %
    
    
    33.0
    
    
    
    16.8
    %Selling, general & administrative expenses
    
    
    28.9
    
    
    
    16.7
    %
    
    
    30.4
    
    
    
    15.4
    %Gain on sale of assets
    
    
    (0.1
    )
    
    
    (0.0
    )%
    
    
    (0.0
    )
    
    
    (0.0
    )%Restructuring charges
    
    
    0.5
    
    
    
    0.2
    %
    
    
    1.3
    
    
    
    0.7
    %Income from operations
    
    
    (1.3
    )
    
    
    (0.7
    )%
    
    
    1.4
    
    
    
    0.7
    %Interest and other expense, net
    
    
    0.8
    
    
    
    0.4
    %
    
    
    2.7
    
    
    
    1.4
    %Loss from continuing operations before income taxes
    
    
    (2.1
    )
    
    
    (1.3
    )%
    
    
    (1.3
    )
    
    
    (0.7
    )%Benefit for income taxes
    
    
    (.9
    )
    
    
    (0.6
    )%
    
    
    (0.4
    )
    
    
    (0.2
    )%Loss from continuing operations
    
    
    (1.2
    )
    
    
    (0.7
    )%
    
    
    (0.9
    )
    
    
    (0.5
    )%Income (loss) from discontinued operations
    
    
    (0.0
    )
    
    
    (0.0
    )%
    
    
    0.1
    
    
    
    0.0
    %Net loss
    
    $
    (1.2
    )
    
    
    (0.7
    )%
    
    $
    (0.8
    )
    
    
    (0.4
    )%
 
  26




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##### Table of Contents



Revenues
 
 Three Months Ended
    
    
    Three Months EndedDecember 31, 2008
    
    
    December 31, 2007$
    
    
    %
    
    
    $
    
    
    %(Dollars in millions. Percentage of revenues.)Commercial
    
    $
    101.7
    
    
    
    58.8
    %
    
    $
    109.7
    
    
    
    55.6
    %Industrial
    
    
    26.0
    
    
    
    15.0
    %
    
    
    32.1
    
    
    
    16.3
    %Residential
    
    
    45.4
    
    
    
    26.2
    %
    
    
    55.3
    
    
    
    28.1
    %Total Consolidated
    
    $
    173.1
    
    
    
    100.0
    %
    
    $
    197.1
    
    
    
    100.0
    %
 
 
  
 
  
 
  
  Gross Profit
 
 Three Months Ended
    
    
    Three Months EndedDecember 31, 2008
    
    
    December 31, 2007$
    
    
    %
    
    
    $
    
    
    %(Dollars in millions. Percentage of revenues.)Commercial
    
    $
    14.4
    
    
    
    14.1
    %
    
    $
    16.2
    
    
    
    14.8
    %Industrial
    
    
    3.4
    
    
    
    13.0
    %
    
    $
    5.9
    
    
    
    18.3
    %Residential
    
    
    10.2
    
    
    
    22.5
    %
    
    $
    10.9
    
    
    
    19.7
    %Total Consolidated
    
    $
    28.0
    
    
    
    16.1
    %
    
    $
    33.0
    
    
    
    16.8
    %
 
  27




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##### Table of Contents



Selling, General and Administrative Expenses
 
 Three Months Ended
    
    
    Three Months EndedDecember 31, 2008
    
    
    December 31, 2007$
    
    
    %
    
    
    $
    
    
    %(Dollars in millions. Percentage of revenues.)Commercial
    
    $
    8.4
    
    
    
    8.3
    %
    
    $
    11.0
    
    
    
    10.0
    %Industrial
    
    
    1.6
    
    
    
    6.2
    %
    
    
    2.5
    
    
    
    7.7
    %Residential
    
    
    8.7
    
    
    
    19.2
    %
    
    
    8.5
    
    
    
    15.4
    %Corporate
    
    
    10.2
    
    
    
    
    
    
    
    8.4
    
    
    
    Total Consolidated
    
    $
    28.9
    
    
    
    16.7
    %
    
    $
    30.4
    
    
    
    15.4
    %
 
  
  
 
  
  28




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##### Table of Contents



Restructuring Charges
   
 Three Months EndedDecember 31,2008
    
    
    2007(Dollars in thousands)Severance compensation
    
    $
    483
    
    
    $
    629Consulting and other charges
    
    
    
    
    
    
    665Total restructuring charges
    
    $
    483
    
    
    
    1,294
 
 Interest and Other Expense, Net
 
 Three Months EndedDecember 31,2008
    
    
    2007(Dollars in thousands)Interest expense
    
    $
    921
    
    
    $
    1,459Deferred financing charges
    
    
    64
    
    
    
    738Debt prepayment penalty
    
    
    
    
    
    
    2,052Total interest expense
    
    
    985
    
    
    
    4,249Interest income
    
    $
    160
    
    
    $
    1,120Other income
    
    
    61
    
    
    
    426Total interest and other expense, net
    
    $
    764
    
    
    $
    2,703
 
  Condensed Consolidated Financial Statements Debt and Liquidity
   29




---



##### Table of Contents



Provision for Income Taxes
 
  
 
  
 
 
 Income (Loss) from Discontinued Operations
   Working Capital
 
 December 31,
    
    
    September 30,2008
    
    
    2008(Dollars in millions)CURRENT ASSETS:Cash and cash equivalents
    
    $
    49.3
    
    
    
    64.7Accounts receivableTrade, net of allowance of $3.1 and $2.6 respectively
    
    
    122.7
    
    
    
    132.3Retainage
    
    
    31.2
    
    
    
    30.8Inventories
    
    
    12.3
    
    
    
    12.9Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    12.6
    
    
    
    14.7Prepaid expenses and other current assets
    
    
    6.5
    
    
    
    6.7Assets from discontinued operations
    
    
    1.8
    
    
    
    2.0Total current assets
    
    $
    236.4
    
    
    $
    264.1CURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    2.7
    
    
    $
    2.9Accounts payable and accrued expenses
    
    
    67.7
    
    
    
    99.9Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    37.5
    
    
    
    33.7Liabilities from discontinued operations
    
    
    0.4
    
    
    
    0.5Total current liabilities
    
    $
    108.2
    
    
    $
    137.0Working capital
    
    $
    128.2
    
    
    $
    127.1
 
 
  
 
  
  30




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##### Table of Contents



Liquidity and Capital Resources
 
  
  Bonding Capacity
 Surety
 Off-Balance Sheet Arrangements and Contractual Obligations
      31




---



##### Table of Contents



2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalLong-term debt obligations
    
    $
    2,581
    
    
    $
    1,155
    
    
    $
    
    
    
    $
    
    
    
    $
    25,000
    
    
    $
    
    
    
    $
    28,736Operating lease obligations
    
    $
    6,251
    
    
    $
    6,214
    
    
    $
    4,039
    
    
    $
    1,900
    
    
    $
    249
    
    
    $
    117
    
    
    $
    18,770Capital lease obligations
    
    $
    136
    
    
    $
    52
    
    
    $
    8
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    196
 
 
 (1)
    
    The tabular amounts exclude the interest obligations that will be
created if the debt and capital lease obligations are outstanding for
the periods presented.  2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalLetters of credit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other commercial commitments (2)
    
    $
    
    
    
    $
    150
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    150
 
 (2)
    
    Balance of investment commitment in EnerTech. Outlook
  Inflation
   32




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##### Table of Contents



ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 
 Disclosure controls and procedures
 
 
  
 
  
 
 Changes in Internal Control Over Financial Reporting
 
 
  
 
  
 
 
  33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
 Commitments and Contingencies  Legal Matters
 
 ITEM 1A.
    
    RISK FACTORS
 Risk Factors
 Due to the recent financial and credit crisis, we may not be able to obtain funding, or obtain
funding on acceptable terms, to meet our future capital needs, which could negatively affect our
business, results of operations and financial condition.
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases of Equity Securities by the Issuer and Affiliated Purchases
 Total number of
    
    
    Maximum ofshares purchased as
    
    
    shares that mayTotal number
    
    
    
    
    
    
    part of publically
    
    
    yet be purchasedof shares
    
    
    Average price
    
    
    announced plans or
    
    
    under the plans orPeriod
    
    purchased
    
    
    paid per share
    
    
    programs (1)
    
    
    programsOctober 1, 2008 to October 31, 2008
    
    
    301,418
    
    
    $
    13.36
    
    
    
    886,360
    
    
    
    113,640November 1, 2008 to November 1, 2008
    
    
    
    
    
    $
    
    
    
    
    886,360
    
    
    
    113,640December 1, 2008 to December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    886,360
    
    
    
    113,640Total for period
    
    
    301,418
    
    
    $
    13.36
 
 (1)
    
    On December 12, 2007, we announced that our Board of Directors authorized the
repurchase of up to one million shares of our common stock. This share repurchase plan is
authorized through December 2009. This share repurchase table does not include 661 shares
of common Stock withheld to satisfy tax withholding requirements related to restricted
stock issued under the Amended and Restated 2006 Equity Incentive Plan. The average cost
of those shares was $8.76 per share. 
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5.
    
    OTHER INFORMATION
   34




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##### Table of Contents



ITEM 6.
    
    EXHIBITS
 3.1
    
    
    Second Amended and Restated Certificate of Incorporation of Integrated Electrical
Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-8 filed on May 12, 2006)3.2
    
    
    Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit
4.2 to the Companys Registration Statement on Form S-8, filed on May 12, 2006)4.1
    
    
    Senior Subordinated Note, dated as of December 12, 2007. (Incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K/A filed November 12, 2008)4.2
    
    
    First Amendment, dated November 12, 2008, to Note Purchase Agreement, dated as of
December 12, 2007, by and among Tontine Capital Partners, L.P., Integrated Electrical
Services, Inc. and the other borrowers thereto. (Incorporated by reference to Exhibit
4.1 to the Companys Current Report on Form 8-K/A filed November 12, 2008)10.1
    
    
    Rider to Add Principal/Indemnitor and Fifth Amendment, dated September 29, 2008, to
Restated Underwriting, Continuing Indemnity, and Security Agreement, dated May 12,
2006, by Integrated Electrical Services, Inc., certain of its subsidiaries and Federal
Insurance Company and certain of its affiliates. (Incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed October 24, 2008)10.2
    
    
    Employment Agreement between the Company and Thomas E. Vossman dated November 3, 2008.
(Incorporated by reference to Exhibit 10.32 to the Companys Annual Report on Form 10-K
filed December 15, 2008)*10.3
    
    
    Amended and Restated 2009 Deferred Compensation Plan. (Incorporated by reference to
Exhibit 10.33 to the Companys Annual Report on Form 10-K filed December 15, 2008)*10.4
    
    
    Management Incentive Plan (for Group Vice Presidents) 2008 Performance Criteria.
(Incorporated by reference to Exhibit 10.34 to the Companys Annual Report on Form 10-K
filed December 15, 2008)*10.5
    
    
    Long Term Incentive Program Payment Schedule for Fiscal Year 2009  2010. (Incorporated
by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed December
12, 2008)*10.6
    
    
    Management Incentive Plan 2009 Performance Criteria. (Incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed December 12, 2008)31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Michael J. Caliel, Chief Executive Officer (1)31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Raymond K. Guba, Chief Financial Officer (1)32.1
    
    
    Section 1350 Certification of Michael J. Caliel, Chief Executive Officer (1)32.2
    
    
    Section 1350 Certification of Raymond K. Guba, Chief Financial Officer (1)
 
 (1)
    
    Filed herewith.*
    
    These exhibits relate to management contracts or compensatory plans or arrangements.  35




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##### Table of Contents



INTEGRATED ELECTRICAL SERVICES, INC. AND SUBSIDIARIES
 
 SIGNATURES
  
 Integrated Electrical Services, Inc.Date: December 14, 2009
    By:
    /s/ Raymond K. GubaRaymond K. GubaExecutive Vice President and
Chief Financial and Administrative Officer 
  36




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##### Table of Contents



EXHIBIT INDEX
 3.1
    
    
    Second Amended and Restated Certificate of Incorporation of Integrated Electrical
Services, Inc. (Incorporated by reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-8 filed on May 12, 2006)3.2
    
    
    Bylaws of Integrated Electrical Services, Inc. (Incorporated by reference to Exhibit
4.2 to the Companys Registration Statement on Form S-8, filed on May 12, 2006)4.1
    
    
    Senior Subordinated Note, dated as of December 12, 2007. (Incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K/A filed November 12, 2008)4.2
    
    
    First Amendment, dated November 12, 2008, to Note Purchase Agreement, dated as of
December 12, 2007, by and among Tontine Capital Partners, L.P., Integrated Electrical
Services, Inc. and the other borrowers thereto. (Incorporated by reference to Exhibit
4.1 to the Companys Current Report on Form 8-K/A filed November 12, 2008)10.1
    
    
    Rider to Add Principal/Indemnitor and Fifth Amendment, dated September 29, 2008, to
Restated Underwriting, Continuing Indemnity, and Security Agreement, dated May 12,
2006, by Integrated Electrical Services, Inc., certain of its subsidiaries and Federal
Insurance Company and certain of its affiliates. (Incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K filed October 24, 2008)10.2
    
    
    Employment Agreement between the Company and Thomas E. Vossman dated November 3, 2008.
(Incorporated by reference to Exhibit 10.32 to the Companys Annual Report on Form 10-K
filed December 15, 2008)*10.3
    
    
    Amended and Restated 2009 Deferred Compensation Plan. (Incorporated by reference to
Exhibit 10.33 to the Companys Annual Report on Form 10-K filed December 15, 2008)*10.4
    
    
    Management Incentive Plan (for Group Vice Presidents) 2008 Performance Criteria.
(Incorporated by reference to Exhibit 10.34 to the Companys Annual Report on Form 10-K
filed December 15, 2008)*10.5
    
    
    Long Term Incentive Program Payment Schedule for Fiscal Year 2009  2010. (Incorporated
by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed December
12, 2008)*10.6
    
    
    Management Incentive Plan 2009 Performance Criteria. (Incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K filed December 12, 2008)31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Michael J. Caliel, Chief Executive Officer (1)31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Raymond K. Guba, Chief Financial Officer (1)32.1
    
    
    Section 1350 Certification of Michael J. Caliel, Chief Executive Officer (1)32.2
    
    
    Section 1350 Certification of Raymond K. Guba, Chief Financial Officer (1)
 
 (1)
    
    Filed herewith.*
    
    These exhibits relate to management contracts or compensatory plans or arrangements.  37