##### 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 June 30, 2006
 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 000-50132
 
 Sterling Chemicals, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of
    
    76-0502785(IRS Employer Identification No.)incorporation or organization)
 333 Clay Street, Suite 3600
Houston, Texas 77002-4109(Address of principal executive offices)
    
    (713) 650-3700(Registrants telephone number,
including area code)
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act:
 
 þ o
  o o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 þ o
 o þ




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##### Table of Contents



IMPORTANT INFORMATION REGARDING THIS FORM 10-Q
   Forward-Looking Statements
  
    
    the cyclicality of the petrochemicals industry;
    
    current and future industry conditions;
    
    the extent and timing of expansions of production capacity of our products, by us or by our competitors;
    
    the potential effects of market and industry conditions and cyclicality on our
business strategy, results of operations or financial position;
    
    the level of expected savings from our cost reduction initiatives;
    
    the adequacy of our liquidity;
    
    our environmental management programs and safety initiatives;
    
    our market sensitive financial instruments;
    
    future uses of and requirements for financial resources;
    
    future contractual obligations;
    
    future amendments or renewals of existing contractual relationships;
    
    business strategies;
    
    growth opportunities;
    
    competitive position;
    
    expected financial position;
    
    future cash flows;
    
    future dividends;
    
    financing plans;
    
    budgets for capital and other expenditures;
    
    plans and objectives of management;
    
    outcomes of legal proceedings;
    
    compliance with applicable laws; and
    
    adequacy of insurance coverage or indemnification rights.
  
    
    the timing and extent of changes in commodity prices for our products and for raw materials;
    
    petrochemicals industry production capacity and operating rates;
    
    market conditions in the petrochemicals industry, including the supply-demand
balance for our products and regional differences in the costs of raw materials and
energy;
    
    competition, including competitive products, pricing pressures and regional variations in manufacturing costs;
    
    our ability to maintain adequate quantities of sales under our contracts;
    
    obsolescence of product lines and manufacturing processes;
    
    the timing and extent of changes in global economic and business conditions;
    
    increases in raw materials and energy costs, including the cost of natural gas;
 i




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
    
    our ability to obtain raw materials, energy and ocean-going vessels at
competitive prices, in a timely manner and on acceptable terms;
    
    regulatory initiatives and compliance with governmental regulations;
    
    compliance with environmental laws and regulations;
    
    customer preferences;
    
    our ability to attract or retain high quality employees;
    
    operating hazards attendant to the petrochemicals industry;
    
    casualty losses, including those resulting from weather related events;
    
    changes in foreign, political, social and economic conditions;
    
    risks of war, military operations, other armed hostilities, terrorist acts and embargoes;
    
    changes in technology, which could require significant capital expenditures in
order to maintain competitiveness or cause existing manufacturing processes to
become obsolete;
    
    effects of litigation;
    
    cost, availability and adequacy of insurance;
    
    adequacy of our sources of liquidity; and
    
    various other matters, many of which are beyond our control.
  Subsequent Events
  Document Summaries
  Access to Filings
  ii




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##### 



STERLING CHEMICALS, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 6. Exhibits
    
    
    21Sixteenth Amendment to Amended and Restated Salaried Employees' Pension PlanSeventeenth Amendment to Amended and Restated Salaried Employees' Pension PlanSeventh Amended and Restated Savings and Investment PlanLetter of Deloitte & Touche LLP - unaudited interim financial informationRule 13a-14(a) Certification of CEORule 13a-14(a) Certification of CFOSection 1350 Certification of CEOSection 1350 Certification of CFO
  1




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##### Table of Contents



PART I.
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended June 30,
    
    
    Six months ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Unaudited)(Dollars in Thousands, Except Share Data)Revenues
    
    $
    150,385
    
    
    $
    163,515
    
    
    $
    287,056
    
    
    $
    343,722Cost of goods sold
    
    
    144,903
    
    
    
    181,795
    
    
    
    293,426
    
    
    
    349,080Gross profit (loss)
    
    
    5,482
    
    
    
    (18,280
    )
    
    
    (6,370
    )
    
    
    (5,358
    )Selling, general and administrative expenses
    
    
    3,101
    
    
    
    699
    
    
    
    3,780
    
    
    
    3,203Other (income) expense
    
    
    (3,337
    )
    
    
    
    
    
    
    (3,724
    )
    
    
    Interest and debt related expenses, net of
interest income
    
    
    2,515
    
    
    
    2,515
    
    
    
    4,903
    
    
    
    5,498Income (loss) from continuing operations
before income tax
    
    
    3,203
    
    
    
    (21,494
    )
    
    
    (11,329
    )
    
    
    (14,059
    )Provision (benefit) for income taxes
    
    
    1,066
    
    
    
    (7,861
    )
    
    
    (4,332
    )
    
    
    (5,145
    )Income (loss) from continuing operations
    
    $
    2,137
    
    
    $
    (13,633
    )
    
    $
    (6,997
    )
    
    $
    (8,914
    )Loss from discontinued operations (net of
tax benefit of $364, $126, $1,085 and
$1,806, respectively)
    
    
    496
    
    
    
    218
    
    
    
    1,751
    
    
    
    3,131Net income (loss)
    
    $
    1,641
    
    
    $
    (13,851
    )
    
    $
    (8,748
    )
    
    $
    (12,045
    )Preferred stock dividends
    
    
    2,009
    
    
    
    1,718
    
    
    
    3,941
    
    
    
    3,370Net loss attributable to common stockholders
    
    $
    (368
    )
    
    $
    (15,569
    )
    
    $
    (12,689
    )
    
    $
    (15,415
    )Income (loss) per share of common stock,
basic and diluted:Income (loss) from continuing operations
    
    $
    0.05
    
    
    $
    (5.43
    )
    
    $
    (3.87
    )
    
    $
    (4.34
    )Loss from discontinued operations, net of tax
    
    
    (0.18
    )
    
    
    (0.07
    )
    
    
    (0.62
    )
    
    
    (1.11
    )Earnings per share, basic and diluted
    
    $
    (0.13
    )
    
    $
    (5.50
    )
    
    $
    (4.49
    )
    
    $
    (5.45
    )Weighted average shares outstanding:Basic and diluted :
    
    
    2,828,460
    
    
    
    2,828,474
    
    
    
    2,828,463
    
    
    
    2,827,104
  2




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STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)(Dollars in Thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,321
    
    
    $
    42,197Accounts receivable, net of allowance of $970 and $953,
respectively
    
    
    53,720
    
    
    
    57,261Inventories, net
    
    
    48,842
    
    
    
    39,094Prepaid expenses
    
    
    3,006
    
    
    
    4,888Deferred tax asset
    
    
    2,840
    
    
    
    2,802Assets of discontinued operations
    
    
    729
    
    
    
    1,791Total current assets
    
    
    114,458
    
    
    
    148,033Property, plant and equipment, net
    
    
    221,538
    
    
    
    230,018Other assets, net
    
    
    9,280
    
    
    
    8,543Total assets
    
    $
    345,276
    
    
    $
    386,594LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    28,135
    
    
    $
    43,912Accrued liabilities
    
    
    16,592
    
    
    
    23,690Liabilities of discontinued operations
    
    
    4,233
    
    
    
    3,826Total current liabilities
    
    
    48,960
    
    
    
    71,428Long-term debt
    
    
    100,579
    
    
    
    100,579Deferred tax liability
    
    
    2,757
    
    
    
    8,196Deferred credits and other liabilities
    
    
    73,026
    
    
    
    77,804Redeemable preferred stock
    
    
    52,244
    
    
    
    48,302Commitments and contingencies (Note 6)
Stockholders equity:Common stock, $.01 par value
    
    
    28
    
    
    
    28Additional paid-in capital
    
    
    188,724
    
    
    
    192,551Accumulated deficit
    
    
    (116,703
    )
    
    
    (107,955
    )Accumulated other comprehensive loss
    
    
    (4,339
    )
    
    
    (4,339
    )Total stockholders equity
    
    
    67,710
    
    
    
    80,285Total liabilities and stockholders equity
    
    $
    345,276
    
    
    $
    386,594
  3




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STERLING CHEMICALS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six months ended June 30,2006
    
    
    2005(Unaudited)(Dollars in Thousands)Cash flows from operating activities:Net loss
    
    $
    (8,748
    )
    
    $
    (12,045
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    16,255
    
    
    
    13,284Interest amortization
    
    
    200
    
    
    
    200Lower-of-cost-or-market adjustment
    
    
    
    
    
    
    215Other inventory write-downs
    
    
    
    
    
    
    1,258Deferred tax benefit
    
    
    (5,477
    )
    
    
    (7,005
    )Other
    
    
    115
    
    
    
    156Change in assets/liabilities:Accounts receivable
    
    
    4,454
    
    
    
    46,906Inventories
    
    
    (10,051
    )
    
    
    36,694Prepaid expenses
    
    
    1,882
    
    
    
    3,070Other assets
    
    
    (1,512
    )
    
    
    (1,031
    )Accounts payable
    
    
    (14,432
    )
    
    
    (28,885
    )Accrued liabilities
    
    
    (6,597
    )
    
    
    (3,217
    )Other liabilities
    
    
    (4,778
    )
    
    
    (4,345
    )Net cash provided by (used in) operating activities
    
    
    (28,689
    )
    
    
    45,255Cash flows used in investing activities:Capital expenditures
    
    
    (8,093
    )
    
    
    (4,085
    )Cash used for methanol dismantling
    
    
    (94
    )
    
    
    (417
    )Net cash used in investing activities
    
    
    (8,187
    )
    
    
    (4,502
    )Cash flows from financing activities:Net repayments on the Revolver
    
    
    
    
    
    
    (17,684
    )Net increase (decrease) in cash
    
    
    (36,876
    )
    
    
    23,069Cash and cash equivalents  beginning of year
    
    
    42,197
    
    
    
    1,901Cash and cash equivalents  end of period
    
    $
    5,321
    
    
    $
    24,970Supplemental disclosures of cash flow information:Interest paid, net of interest income received
    
    $
    5,204
    
    
    $
    5,903Cash paid for income taxes
    
    
    60
    
    
    
    55
  4




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Basis of Presentation
  Earnings per share
  Reclassification
  2. Stock-Based Compensation
  ,
   5




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
   Three months ended
    
    
    Six months ended JuneJune 30, 2005
    
    
    30, 2005Dollars in Thousands, Except Share DataNet loss
attributable to
common stockholders,
as reported
    
    $
    (15,569
    )
    
    $
    (15,415
    )Add: Stock-based
employee
compensation expense
included in reported
net income (loss),
net of related tax
effects
    
    
    
    
    
    
    128Deduct: Total
stock-based employee
compensation expense
determined under
fair value based
method for all
awards, net of
related tax effects
    
    
    (110
    )
    
    
    (240
    )Pro forma net loss
    
    $
    (15,679
    )
    
    $
    (15,527
    )Basic and diluted
loss per share
attributable to
common stockholders:As reported
    
    $
    (5.50
    )
    
    $
    (5.45
    )Pro forma
    
    
    (5.54
    )
    
    
    (5.49
    )
 3. Discontinued Operations
    June 30, 2006
    
    
    December 31, 2005(Unaudited)(Dollars in Thousands)Assets of discontinued operations:Accounts receivable, net
    
    $
    50
    
    
    $
    963Inventories
    
    
    679
    
    
    
    376Other assets
    
    
    
    
    
    
    452Total
    
    $
    729
    
    
    $
    1,791Liabilities of discontinued operations:Accrued liabilities
    
    $
    4,233
    
    
    $
    3,826
 6




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Three months ended June 30,
    
    Six months ended June 30,2006
    
    2005
    
    2006
    
    2005(Unaudited)(Dollars in thousands)Revenues
    
    $
    154
    
    
    $
    678
    
    
    $
    1,005
    
    
    $
    35,964Loss before income taxes
    
    
    860
    
    
    
    344
    
    
    
    2,836
    
    
    
    4,937
  Accrued as of
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    Accrued as ofDecember 31, 2005
    
    
    accruals
    
    
    Cash payments
    
    
    Other
    
    
    June 30, 2006Severance accrual.
    
    $
    477
    
    
    $
    367
    
    
    $
    (522
    )
    
    $
    
    
    
    $
    322DSIDA contractual
obligation
    
    
    2,853
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    2,951DSIDA dismantling costs
    
    
    496
    
    
    
    236
    
    
    
    
    
    
    
    
    
    
    
    732Product payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    228
    
    
    
    228Totals
    
    $
    3,826
    
    
    $
    701
    
    
    $
    (522
    )
    
    $
    228
    
    
    $
    4,233
 4. Inventories
 June 30, 2006
    
    
    December 31, 2005(Dollars in Thousands)Finished products
    
    $
    30,999
    
    
    $
    30,162Raw materials
    
    
    11,669
    
    
    
    7,974Inventories under exchange agreements
    
    
    2,345
    
    
    
    (2,807
    )Stores and supplies, net
    
    
    3,829
    
    
    
    3,765$
    48,842
    
    
    $
    39,094
 5. Long-Term Debt
  3 8
  7




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
      6. Commitments and Contingencies
 Product Contracts:
  8




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Environmental Regulations:
      9




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
 Legal Proceedings:
   Other:
   7. Pension Plans and Other Postretirement Benefits
  Three months ended June 30,
    
    
    Six months ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in Thousands)Service cost
    
    $
    131
    
    
    $
    202
    
    
    $
    325
    
    
    $
    404Interest cost
    
    
    1,810
    
    
    
    1,669
    
    
    
    3,615
    
    
    
    3,338Expected return on plan assets
    
    
    (1,750
    )
    
    
    (1,667
    )
    
    
    (3,500
    )
    
    
    (3,334
    )Net pension costs
    
    $
    191
    
    
    $
    204
    
    
    $
    440
    
    
    $
    408
 10




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##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
  Three months ended June 30,
    
    
    Six months ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in Thousands)Service cost
    
    $
    41
    
    
    $
    55
    
    
    $
    94
    
    
    $
    110Interest cost
    
    
    387
    
    
    
    400
    
    
    
    775
    
    
    
    800Amortization of
unrecognized
costs
    
    
    (288
    )
    
    
    (356
    )
    
    
    (576
    )
    
    
    (712
    )Net plan costs
    
    $
    140
    
    
    $
    99
    
    
    $
    293
    
    
    $
    198
 8. New Accounting Standards
   11




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      DELOITTE & TOUCHE LLPHouston, TexasAugust 8, 2006
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Overview
     13




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##### Table of Contents



Source: Chemical Marketing Associates, Inc. (CMAI)
     14




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Results of Operations
 Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005
 Revenues and Income (Loss) from Continuing Operations
   15




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##### Table of Contents



Selling, General and Administrative (SG&A) Expenses
  Other Income
  Provision (Benefit) for Income Taxes
  Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005
 Revenues and Income (Loss) from Continuing Operations
   16




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Other Income
  Liquidity and Capital Resources
       17




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##### Table of Contents



Working Capital
  Cash Flow
  Capital Expenditures
  Contractual Cash Obligations
  New Accounting Standards
   18




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##### Table of Contents



Critical Accounting Policies, Use of Estimates and Assumptions
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
    19




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PART II.
 OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
    
    six of our incumbent directors were re-elected; and
    
    the appointment of Deloitte & Touche LLP as our independent registered accounting
firm for the fiscal year ending December 31, 2006 was ratified and approved.
   Director
    
    For
    
    WithheldByron J. Haney
    
    
    3,501,929
    
    
    
    0Philip M. Sivin
    
    
    3,501,929
    
    
    
    0Karl W. Schwarzfeld
    
    
    3,501,929
    
    
    
    0
  Director
    
    For
    
    WithheldRichard K. Crump
    
    
    6,017,286
    
    
    
    256,942Dr. Peter Ting Kai Wu
    
    
    6,017,286
    
    
    
    256,942
  Director
    
    For
    
    WithheldJohn W. Gildea
    
    
    83,790,500
    
    
    
    17,047
  20




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##### Table of Contents



For
    
    Against
    
    Abstain6,273,699
    
    519
    
    10
  
 Item 6. Exhibits
  ExhibitNumber
    
    
    
    Description of Exhibit2.1
    
    
    
    Certificate of Ownership and Merger merging Sterling Chemicals Holdings, Inc.
into Sterling Chemicals, Inc. (incorporated by reference from Exhibit 2.1 to our
Annual Report on Form 10-K for the fiscal year ended September 30, 2002).2.2
    
    
    
    Joint Plan of Reorganization of Sterling Chemicals Holdings, Inc., et al., dated
October 14, 2002 (incorporated by reference from Exhibit 2.1 to our Form 8-K filed
on November 26, 2002).2.3
    
    
    
    First Modification to Joint Plan of Reorganization of Sterling Chemicals
Holdings, Inc., et al., dated November 18, 2002 (incorporated by reference from
Exhibit 2.2 to our Form 8-K filed on November 26, 2002).3.1
    
    
    
    Amended and Restated Certificate of Incorporation of Sterling Chemicals, Inc.
(conformed copy) (incorporated by reference from Exhibit 3.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2005).3.2
    
    
    
    Restated Certificate of Designations, Preferences, Rights and Limitations of
Series A Convertible Preferred Stock of Sterling Chemicals, Inc. (incorporated by
reference from Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).3.3
    
    
    
    Restated Bylaws of Sterling Chemicals, Inc. (conformed copy) (incorporated by
reference from Exhibit 3.3 to our Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003).**10.1
    
    
    
    Sixteenth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan**10.2
    
    
    
    Seventeenth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan**10.3
    
    
    
    Seventh Amended and Restated Savings and Investment Plan**15.1
    
    
    
    Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.**31.1
    
    
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    
    
    Rule 13a-14(a) Certification of the Chief Financial Officer**32.1
    
    
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    
    
    Section 1350 Certification of the Chief Financial Officer
 
 **
    
    Filed or furnished herewith 21




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SIGNATURES
  STERLING CHEMICALS, INC.(Registrant)Date: August 8, 2006
    
    By
    
    /s/ RICHARD K. CRUMPRichard K. CrumpPresident and Chief Executive OfficerDate: August 8, 2006
    
    By
    
    /s/ PAUL G. VANDERHOVENPaul G. VanderhovenSenior Vice President-Finance and Chief Financial Officer(Principal Financial Officer)
 22




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EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description of Exhibit2.1
    
    
    
    Certificate of Ownership and Merger merging Sterling Chemicals Holdings, Inc.
into Sterling Chemicals, Inc. (incorporated by reference from Exhibit 2.1 to our
Annual Report on Form 10-K for the fiscal year ended September 30, 2002).2.2
    
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    Joint Plan of Reorganization of Sterling Chemicals Holdings, Inc., et al., dated
October 14, 2002 (incorporated by reference from Exhibit 2.1 to our Form 8-K filed
on November 26, 2002).2.3
    
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    First Modification to Joint Plan of Reorganization of Sterling Chemicals
Holdings, Inc., et al., dated November 18, 2002 (incorporated by reference from
Exhibit 2.2 to our Form 8-K filed on November 26, 2002).3.1
    
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    Amended and Restated Certificate of Incorporation of Sterling Chemicals, Inc.
(conformed copy) (incorporated by reference from Exhibit 3.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2005).3.2
    
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    Restated Certificate of Designations, Preferences, Rights and Limitations of
Series A Convertible Preferred Stock of Sterling Chemicals, Inc. (incorporated by
reference from Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).3.3
    
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    Restated Bylaws of Sterling Chemicals, Inc. (conformed copy) (incorporated by
reference from Exhibit 3.3 to our Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2003).**10.1
    
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    Sixteenth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan**10.2
    
    
    
    Seventeenth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan**10.3
    
    
    
    Seventh Amended and Restated Savings and Investment Plan**15.1
    
    
    
    Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.**31.1
    
    
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    
    
    Rule 13a-14(a) Certification of the Chief Financial Officer**32.1
    
    
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
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    Section 1350 Certification of the Chief Financial Officer
 
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    Filed or furnished herewith