Changes in the goodwill balances since September 30, 2007, are primarily due to additions from acquisitions, particularly in the Network Power segment ($138 million), as well as from the translation of non-U.S. currencies to the U.S. dollar. Third-party valuations of assets are in-process; purchase price allocations are subject to refinement for fiscal year 2008 acquisitions.
| | 8. | Summarized information about the Company's operations by business segment follows (dollars in millions): |
| | | Sales | | Earnings | |
Three months ended December 31, | | 2006 | | 2007 | | 2006 | | 2007 | |
| | | | | | | | | | |
| Process Management | | $ | 1,218 | | | 1,436 | | | 217 | | | 258 | |
| Industrial Automation | | | 994 | | | 1,125 | | | 166 | | | 171 | |
| Network Power | | | 1,199 | | | 1,406 | | | 117 | | | 180 | |
| Climate Technologies | | | 688 | | | 766 | | | 90 | | | 102 | |
| Appliance and Tools | | | 1,088 | | | 1,049 | | | 133 | | | 136 | |
| | | | 5,187 | | | 5,782 | | | 723 | | | 847 | |
| Differences in accounting methods | | | | | | | | | 48 | | | 53 | |
| Corporate and other | | | | | | | | | (73 | ) | | (73 | ) |
| Eliminations/Interest | | | (136 | ) | | (145 | ) | | (58 | ) | | (49 | ) |
| Net sales/Earnings before income taxes | | $ | 5,051 | | | 5,637 | | | 640 | | | 778 | |
Intersegment sales of the Appliance and Tools segment for the three months ended December 31, 2007 and 2006, respectively, were $122 million and $113 million.
| 9. | Effective October 1, 2007, the Company adopted the recognition and disclosure provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement 109” (FIN 48). FIN 48 addresses the accounting for uncertain tax positions that a company has taken or expects to take on a tax return. As of October 1, 2007, the Company had total unrecognized tax benefits of $149 million before recoverability of cross-jurisdictional tax credits (U.S., state and non-U.S.) and temporary differences, and including amounts related to acquisitions that would reduce goodwill. If none of these liabilities are ultimately paid, the tax provision and tax rate would be favorably impacted by $90 million. As a result of adoption, the Company recorded a charge of $6 million to beginning retained earnings. The amount of unrecognized tax benefits is not materially different as of December 31, 2007, and is not expected to significantly increase or decrease within the next 12 months. |
The Company accrues interest and penalties related to income taxes in income tax expense. As of October 1, 2007, total accrued interest and penalties was $24 million.
The major jurisdiction for which the Company files income tax returns is the United States. U.S. federal examinations by the Internal Revenue Service are substantially complete through 2003. The status of non-U.S. and state tax examinations varies by the numerous legal entities and jurisdictions in which the Company operates.
| | 10. | During the first quarter of fiscal 2008, the Company received $100 million from the sale of the Brooks Instrument (Brooks) flow meters and flow controls unit, which resulted in a pretax gain of $63 million ($42 million after-tax). Sales for the first quarter of 2008 were $21 million and net earnings were $1 million. The net gain and results of operations for the first quarter of fiscal 2008 were classified as discontinued operations; prior year results of operations were inconsequential. |
On December 31, 2007, the Company acquired Motorola Inc.’s Embedded Communications Computing (ECC) business for approximately $350 million in cash. ECC is a leading provider of embedded computing products to equipment manufacturers in telecommunications, medical imaging, defense and aerospace, and industrial automation. ECC had calendar 2007 revenue of approximately $560 million and will be included in the Network Power segment.
Items 2 and 3. Management's Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
The first quarter of fiscal 2008 was strong, with earnings increasing in all five business segments and sales increasing in four of the five business segments over the prior year period. The Process Management, Network Power, Industrial Automation and Climate Technologies businesses drove gains as both U.S. and international demand expanded for these businesses during the first quarter. Strong growth in Asia and the Middle East and favorable foreign currency translation contributed to the first quarter results. Emerson's financial position remains strong and the Company continues to generate substantial cash flow.
THREE MONTHS ENDED DECEMBER 31, 2007, COMPARED WITH THREE MONTHS ENDED DECEMBER 31, 2006
RESULTS OF OPERATIONS
Three months ended December 31, | | 2006 | | 2007 | | Change | |
| (dollars in millions, except per share amounts) | | | | | | | |
| | | | | | | | |
| Net sales | | $ | 5,051 | | | 5,637 | | | 12 | % |
| Gross profit | | $ | 1,795 | | | 2,022 | | | 13 | % |
| Percent of sales | | | 35.5 | % | | 35.9 | % | | | |
| SG&A | | $ | 1,078 | | | 1,190 | | | | |
| Percent of sales | | | 21.3 | % | | 21.1 | % | | | |
| Other deductions, net | | $ | 19 | | | 5 | | | | |
| Interest expense, net | | $ | 58 | | | 49 | | | | |
Earnings from continuing operations before income taxes | | $ | 640 | | | 778 | | | 22 | % |
| Earnings from continuing operations | | $ | 445 | | | 522 | | | 17 | % |
| Net earnings | | $ | 445 | | | 565 | | | 27 | % |
| Percent of sales | | | 8.8 | % | | 10.0 | % | | | |
| | | | | | | | | | | |
| EPS- Continuing operations | | $ | 0.55 | | | 0.66 | | | 20 | % |
| EPS- Net earnings | | $ | 0.55 | | | 0.71 | | | 29 | % |
| | | | | | | | | | | |
Net sales for the quarter ended December 31, 2007 were $5,637 million, an increase of $586 million, or 12 percent, compared with net sales of $5,051 million for the quarter ended December 31, 2006, with both U.S. and international sales aiding the overall growth. The Process Management, Network Power, Industrial Automation and Climate Technologies businesses drove the sales growth, while the Appliance and Tools businesses continued to be impacted by the U.S. consumer slowdown. The consolidated results reflect a 7 percent increase in underlying sales (which exclude acquisitions, divestitures and foreign currency translation) and a 5 percent ($215 million) favorable impact from foreign currency translation. The underlying sales increase of 7 percent for the first quarter was driven by a 9 percent increase in total international sales and a 5 percent increase in the United States. The international sales growth reflects increased international demand in all of the segments, driven by increases in Asia (16 percent), the Middle East (22 percent) and Latin America (10 percent). The Company estimates that the underlying growth primarily reflects a 4 percent gain from volume, a 2 percent impact from penetration gains and 1 percent impact from higher sales prices.
Costs of sales for the first quarters of fiscal 2008 and 2007 were $3,615 million and $3,256 million, respectively. Cost of sales as a percent of net sales was 64.1 percent in the first quarter of 2008, compared with 64.5 percent in the first quarter of 2007. Gross profit was $2,022 million and $1,795 million for the first quarters ended December 31, 2007 and 2006, respectively, resulting in gross profit margins of 35.9 percent and 35.5 percent. The increase in the gross profit margin reflects higher sales prices and benefits realized from productivity improvements, which were partially offset by higher raw material and wage costs and negative product mix. The increase in the gross profit amount primarily reflects higher sales volume and foreign currency translation.
Selling, general and administrative (SG&A) expenses for the first quarter of 2008 were $1,190 million, or 21.1 percent of net sales, compared with $1,078 million, or 21.3 percent of net sales, for the first quarter of 2007. The increase of $112 million was largely due to the increase in variable costs on higher sales and foreign currency translation. The reduction in SG&A as a percent of sales was primarily the result of leveraging fixed costs on higher sales volume, particularly in the Process Management and Network Power businesses.
Other deductions, net were $5 million for the first quarter of 2008, a $14 million decrease from the $19 million for the same period in the prior year. In the first quarter of fiscal 2008, the Company recognized gains of $39 million ($20 million after-tax) on the sale of an equity investment in IMC and $18 million on the sale of a facility. During the three months ended December 31, 2007 and 2006, the Company recorded gains of approximately $3 million and $24 million, respectively, for payments received under the U.S. Continued Dumping and Subsidy Offset Act. In the first quarter of fiscal 2007, the Company recorded a pretax gain of approximately $13 million related to the sale of shares of MKS. A $15 million charge was recorded in the first quarter of fiscal 2008 for in-process research and development in connection with the acquisition of Motorola Inc.’s Embedded Communications Computing business in December 2007. For the three months ended December 31, 2007, ongoing costs for the rationalization of operations were $10 million, compared with $16 million in the prior year period. See notes 6 and 7 for further details regarding other deductions, net and rationalization costs.
Earnings from continuing operations before income taxes for the first quarter of 2008 increased $138 million, or 22 percent, to $778 million, compared with $640 million for the first quarter of 2007. The earnings results predominantly reflect increases of $63 million in the Network Power and $41 million in the Process Management business segments.
Income taxes were $256 million and $195 million for the three months ended December 31, 2007 and 2006, respectively, resulting in effective tax rates of 33 percent and 30 percent, respectively. The effective tax rate for the entire fiscal year 2008 is currently estimated to be 32 percent.
Earnings from continuing operations were $522 million and earnings per share from continuing operations were $0.66 for the three months ended December 31, 2007, increases of 17 percent and 20 percent, respectively, compared with $445 million and $0.55 for the three months ended December 31, 2006.
Net earnings were $565 million and earnings per share were $0.71 for the three months ended December 31, 2007, increases of 27 percent and 29 percent, respectively, compared with $445 million and $0.55 for the three months ended December 31, 2006. Earnings for the first quarter of fiscal 2008 included discontinued operations of $43 million, or $0.05 per share, which included a net gain of $63 million ($42 million after-tax), related to the divestiture of the Brooks unit. The 29 percent increase in earnings per share also reflects the purchase of treasury shares.
BUSINESS SEGMENTS
Process Management
Three months ended December 31, | | 2006 | | 2007 | | Change | |
| (dollars in millions) | | | | | | | |
| | | | | | | | |
| Sales | | $ | 1,218 | | | 1,436 | | | 18 | % |
| Earnings | | $ | 217 | | | 258 | | | 19 | % |
| Margin | | | 17.8 | % | | 18.0 | % | | | |
Process Management sales were $1,436 million in the first quarter of fiscal 2008, an increase of 18 percent over the prior year period. Nearly all of the businesses reported higher sales, with sales and earnings (defined as earnings before interest and taxes for the business segments discussion) particularly strong for the systems, measurement and valves businesses, reflecting very strong worldwide demand in the oil and gas and power markets. Underlying sales increased 12 percent, while favorable foreign currency translation added 5 percent ($53 million) and the Damcos acquisition, net of the Brooks divestiture, contributed 1 percent ($11 million). The underlying sales increase reflects higher volume of nearly 9 percent and an estimated combined benefit of nearly 4 percent from penetration gains and slightly higher prices. All major geographic regions increased compared with the prior year period, including underlying sales growth in the United States (13 percent), Asia (20 percent), Europe (5 percent), as well as the Middle East (28 percent). First quarter earnings increased 19 percent to $258 million from $217 million in the prior year period, reflecting higher sales volume. The margin increase reflects leverage on the higher volume which was partially offset by unfavorable product mix. A slight increase in sales prices was more than offset by higher wage costs.
Industrial Automation
Three months ended December 31, | | 2006 | | 2007 | | Change | |
| (dollars in millions) | | | | | | | |
| | | | | | | | |
| Sales | | $ | 994 | | | 1,125 | | | 13 | % |
| Earnings | | $ | 166 | | | 171 | | | 3 | % |
| Margin | | | 16.7 | % | | 15.2 | % | | | |
Sales rose 13 percent to $1,125 million in the Industrial Automation segment for the three months ended December 31, 2007, reflecting sales growth in all of the businesses and in nearly all of the major geographic regions. The first quarter results were driven by particular strength in the power generating alternator, electronic drives and fluid automation businesses. Underlying sales grew 6 percent and foreign currency translation had a 7 percent ($68 million) favorable impact. The underlying growth reflects 5 percent from volume, primarily due to increased global capital goods investments, as well as an estimated 1 percent positive impact from price. The underlying sales increase included 6 percent growth internationally and 5 percent in the United States. The increase in international sales primarily reflects growth in Europe (6 percent) and Asia (15 percent). Earnings were $171 million, compared with $166 million in the prior year period. The margin decrease reflects a lower payment received by the power transmission business from dumping duties related to the U.S. Continued Dumping and Subsidy Offset Act. A $24 million payment was received in the first quarter of fiscal 2007 while only a $3 million payment was received in the first quarter of fiscal 2008. The Company does not expect to receive any significant payments in the future. This decrease was partially offset by higher sales volume and leverage. Higher sales prices were offset by higher material and wage costs.
Network Power
Three months ended December 31, | | 2006 | | 2007 | | Change | |
| (dollars in millions) | | | | | | | |
| | | | | | | | |
| Sales | | $ | 1,199 | | | 1,406 | | | 17 | % |
| Earnings | | $ | 117 | | | 180 | | | 53 | % |
| Margin | | | 9.8 | % | | 12.8 | % | | | |
Sales in the Network Power segment increased 17 percent to $1,406 million for the first quarter of 2008 compared to the prior year period, reflecting continued strength in the power systems and precision cooling businesses. The sales increase reflects an underlying sales growth of 12 percent, a 4 percent ($42 million) favorable impact from foreign currency translation and a 1 percent ($19 million) contribution from the Stratos acquisition. The underlying sales increase of 12 percent reflects higher volume of more than 7 percent and an estimated net 5 percent from penetration gains and slightly lower prices. Geographically, underlying sales reflect 14 percent growth in the United States, 14 percent growth in Asia and 27 percent growth in Canada, while sales in Europe increased 2 percent. The growth in the United States reflects substantial investment in data room construction and non-residential computer equipment as well as the telecommunications power market. The Company’s market penetration in China and other Asian markets continued. Earnings of $180 million increased $63 million, or 53 percent, from the prior year period primarily due to the higher sales volume and savings from cost reduction actions, partially offset by higher wage costs. The margin increase reflects the cost savings and leverage on the higher volume.
Climate Technologies
Three months ended December 31, | | 2006 | | 2007 | | Change | |
| (dollars in millions) | | | | | | | | | | |
| | | | | | | | | | | |
| Sales | | $ | 688 | | | 766 | | | 11 | % |
| Earnings | | $ | 90 | | | 102 | | | 15 | % |
| Margin | | | 13.0 | % | | 13.4 | % | | | |
Climate Technologies sales increased 11 percent to $766 million for the quarter ended December 31, 2007. The sales increase was driven by a 7 percent increase in underlying sales and a 4 percent ($25 million) favorable impact from foreign currency translation. The underlying sales increase included more than 1 percent from higher volume and an approximate 6 percent benefit from penetration gains and higher sales prices. The underlying sales increase was led by the water-heater controls and compressors businesses. Sales growth in the water-heater controls business primarily reflects further penetration in the U.S. water-heater market, while the compressor business reflects growth in the U.S. and Asian air-conditioning markets. Sales in the United States increased 11 percent. International sales increased 4 percent reflecting growth in Asia (16 percent) and Latin America (9 percent), partially offset by a decline in Europe (16 percent) compared with the prior year period. The decline in Europe is primarily the result of lower heat pump compressor sales. Earnings increased 15 percent during the quarter to $102 million primarily due to higher sales volume. The profit margin reflects sales price increases and leverage on the higher sales volume, partially offset by higher material and wage costs and unfavorable product mix.
Appliance and Tools
Three months ended December 31, | | 2006 | | 2007 | | Change | |
| (dollars in millions) | | | | | | | |
| | | | | | | | |
| Sales | | $ | 1,088 | | | 1,049 | | | (4 | %) |
| Earnings | | $ | 133 | | | 136 | | | 2 | % |
| Margin | | | 12.2 | % | | 12.9 | % | | | |
The Appliance and Tools segment sales decreased 4 percent to $1,049 million in the first quarter of 2008. This decrease reflects a 4 percent decline in underlying sales, a more than 2 percent ($27 million) favorable impact from foreign currency translation and a 2 percent ($23 million) negative contribution from divestitures, net of acquisitions. The first quarter results were mixed across the businesses with most businesses down for the quarter. Strong growth in the professional tools business and moderate growth in the heating products and hermetic motors businesses were more than offset by declines in the appliance components and the appliance and commercial motors businesses. The strong growth in the professional tools business was driven by demand in the U.S. non-residential markets and in Europe. The declines in the appliance-related businesses primarily reflect the continued downturn in the U.S. residential market. The underlying sales decrease of 4 percent reflects an estimated 7 percent decline in volume (including 2 percent from elimination of lower margin business) and a 3 percent positive impact from price. Total international underlying sales grew approximately 2 percent during the quarter, while underlying sales in the United States decreased 6 percent. Earnings were $136 million, an increase of 2 percent compared to the prior year period. The slight increase in earnings reflects higher sales prices and savings from restructuring actions in 2007 across the segment, offset by higher raw material costs and the lower volume. The 2007 divestiture of the hand tools business also favorably impacted the margin.
FINANCIAL CONDITION
A comparison of key elements of the Company's financial condition at the end of the first quarter as compared to the end of the prior fiscal year follows:
| | | September 30, | | December 31, | |
| | | 2007 | | 2007 | |
| Working capital (in millions) | | $ | 2,519 | | | 2,586 | |
| Current ratio | | | 1.5 to 1 | | | 1.4 to 1 | |
| Total debt to total capital | | | 30.1 | % | | 34.8 | % |
| Net debt to net capital | | | 23.6 | % | | 25.4 | % |
The ratio of total debt to total capital has decreased to 34.8 percent, or 0.8 percentage points below the 35.6 percent ratio for the prior year first quarter. The Company's long-term debt is rated A2 by Moody's Investors Service and A by Standard and Poor's. The Company's interest coverage ratio (earnings before income taxes and interest expense, divided by interest expense) was 13.2 times for the three months ended December 31, 2007, compared to 10.8 times for the same period in the prior year primarily due to higher average borrowings in the first quarter of 2008.
Cash and equivalents increased by $698 million during the three months ended December 31, 2007. Cash flow provided by operating activities of $423 million was up $96 million compared to $327 million in the prior year period as a result of increased earnings. Operating cash flow, proceeds from the Brooks ($100 million) and IMC ($54 million) divestitures, along with the increase in short-term borrowings were used primarily to fund acquisitions of $377 million, pay dividends of $237 million, treasury stock purchases of $194 million and fund capital expenditures of $127 million. For the three months ended December 31, 2007, free cash flow of $296 million (operating cash flow of $423 million less capital expenditures of $127 million) was up 44 percent from free cash flow of $206 million (operating cash flow of $327 million less capital expenditures of $121 million) for the same period in the prior year, primarily due to the higher operating cash flows.
The Company is in a strong financial position, with total assets of $21 billion and stockholders' equity of $9 billion, and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing the capital structure on a short- and long-term basis. In January 2008, the Company issued $400 million of 5.250%, notes due October 2018, under a shelf registration statement filed with the Securities and Exchange Commission. The net proceeds from the sale of the notes are expected to be used for general corporate purposes and to repay a portion of commercial paper borrowings.
New Accounting Pronouncements
Effective October 1, 2007, the Company adopted the recognition and disclosure provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement 109” (FIN 48). FIN 48 addresses the accounting for uncertain tax positions that a company has taken or expects to take on a tax return. See note 9 for further discussion on the impact of FIN 48 on the financial statements.
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (FAS 141(R)). FAS 141(R) requires assets acquired and liabilities assumed to be measured at fair value as of the acquisition date, acquisition related costs incurred prior to the acquisition to be expensed and contractual contingencies to be recognized at fair value as of the acquisition date. The Company is in the process of analyzing the impact of FAS 141(R), which is effective for fiscal years beginning after December 15, 2008.
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (FAS 160). FAS 160 requires an entity to separately disclose non-controlling interests as a separate component of equity in the balance sheet and clearly identify on the face of the income statement net income related to non-controlling interests. The Company is in the process of analyzing the impact of FAS 160, which is effective for fiscal years beginning after December 15, 2008.
OUTLOOK
Based on the Company’s performance in the first quarter of 2008 and continued order strength, underlying sales growth for fiscal 2008 is expected to be in the range of 5 percent to 7 percent, which excludes the expected approximately 4 percent favorable impact from foreign currency translation, acquisitions and divestitures. Reported sales growth is expected to be in the range of 9 percent to 11 percent. Based on this level of sales growth, the Company expects to generate 2008 earnings from continuing operations per share growth in the range of 11 percent to 15 percent above the $2.66 per share earned in fiscal 2007. Rationalization of operations expense is estimated to be approximately $75 million to $90 million for fiscal 2008. Operating cash flow is estimated at approximately $3.2 billion and capital expenditures are estimated to be $0.8 billion for 2008.
Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statement to reflect later developments. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others which are set forth in the “Risk Factors” of Part I, Item 1, and the "Safe Harbor Statement" of Exhibit 13, to the Company's Annual Report on Form 10-K for the year ended September 30, 2007, which are hereby incorporated by reference.
Item 4. Controls and Procedures
Emerson maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including the Company’s certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of December 31, 2007, to provide reasonable assurance of the achievement of these objectives.
Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.
There was no change in the Company's internal control over financial reporting during the quarter ended December 31, 2007, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) Issuer Purchases of Equity Securities.
Period | | (a) Total Number of Shares Purchased (000s) | | (b) Average Price Paid per Share | | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (000s) | | (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (000s) | |
| October 2007 | | | 1,320 | | $ | 52.45 | | | 1,320 | | | 13,476 | |
| November 2007 | | | 1,014 | | $ | 54.32 | | | 1,014 | | | 12,462 | |
| December 2007 | | | 1,120 | | $ | 56.90 | | | 1,120 | | | 11,342 | |
| Total | | | 3,454 | | $ | 54.44 | | | 3,454 | | | 11,342 | |
The Company’s Board of Directors authorized the repurchase of up to 80 million shares under the November 2001 program, as adjusted for the Company’s December 2006 two-for-one stock split. The maximum number of shares that may yet be purchased under this program is 11.3 million as of December 31, 2007.
Item 6. Exhibits.
| (a) | Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K). |
| | 4 | Emerson agrees to furnish to the Securities and Exchange Commission, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10 percent or less of the total assets of Emerson and its subsidiaries on a consolidated basis. |
| 12 | Ratio of Earnings to Fixed Charges. |
| 31 | Certifications pursuant to Exchange Act Rule 13a-14(a). |
| 32 | Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | |
| | EMERSON ELECTRIC CO. |
|
|
|
| Date: February 6, 2008 | By | /s/ Walter J. Galvin |
| |
Walter J. Galvin Senior Executive Vice President and Chief Financial Officer (on behalf of the registrant and as Chief Financial Officer) |
INDEX TO EXHIBITS
Exhibits are listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K.
Exhibit No. | | Exhibit |
| 12 | | Ratio of Earnings to Fixed Charges. |
| | | |
| 31 | | Certifications pursuant to Exchange Act Rule 13a-14(a). |
| | | |
| 32 | | Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350. |
