C&D (CHP) 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2008.

OR

¨ 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 1-9389

C&D TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware	13-3314599
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1400 Union Meeting Road, Blue Bell, Pennsylvania	19422
(Address of principal executive office)	(Zip Code)

(215) 619-2700

(Registrant’s telephone number, including area code)

                    N/A                     

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accepted filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Number of shares of the Registrant’s Common Stock outstanding on October 31, 2008: 26,247,249

C&D TECHNOLOGIES, INC.

AND SUBSIDIARIES

FORM 10-Q

INDEX

Part I	FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Consolidated Balance Sheets - October 31, 2008 and January 31, 2008	3
	Consolidated Statements of Operations – Three and Nine Months Ended October 31, 2008 and 2007	5
	Consolidated Statements of Cash Flows – Nine Months Ended October 31, 2008 and 2007	6
	Consolidated Statements of Comprehensive Income (Loss) – Three and Nine Months Ended October 31, 2008 and 2007	8
	Notes to Consolidated Financial Statements	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4	Controls and Procedures	29
Part II	OTHER INFORMATION
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6	Exhibits	31
SIGNATURES		32
EXHIBIT INDEX		33

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and par value)

(UNAUDITED)

	October 31, 2008		January 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	6,883	$	6,536
Restricted cash		2,100		4,383
Accounts receivable, less allowance for doubtful accounts of $668 and $1,148		64,595		62,946
Inventories		68,878		85,832
Prepaid taxes		840		800
Other current assets		1,450		835
Assets held for sale		—		450
Total current assets		144,746		161,782
Property, plant and equipment, net		84,313		79,782
Deferred income taxes		32		32
Intangible and other assets, net		15,120		16,091
Goodwill		59,960		59,870
TOTAL ASSETS	$	304,171	$	317,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	5,848	$	5,568
Accounts payable		36,089		51,382
Accrued liabilities		16,058		15,593
Other current liabilities		6,857		9,767
Total current liabilities		64,852		82,310
Deferred income taxes		10,346		10,020
Long-term debt		122,904		124,133
Other liabilities		17,281		20,568
Total liabilities		215,383		237,031

The accompanying notes are an integral part of these statements.

3

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)

(Dollars in thousands, except share and par value)

(UNAUDITED)

	October 31, 2008			January 31, 2008
Commitments and contingencies (see Note 8)
Minority interest		11,524			11,418
Stockholders’ equity:
Common stock, $.01 par value, 75,000,000 shares authorized; 29,162,101 and 29,081,110 shares issued, respectively		292			291
Additional paid-in capital		71,436			74,995
Treasury stock, at cost, 2,914,852 and 3,414,633 shares, respectively		(40,158	)		(47,243	)
Accumulated other comprehensive income		(22,386	)		(24,270	)
Retained earnings		68,080			65,335
Total stockholders’ equity		77,264			69,108
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	304,171		$	317,557

The accompanying notes are an integral part of these statements.

4

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(UNAUDITED)

	Three months ended October 31,						Nine months ended October 31,
	2008			2007			2008			2007
NET SALES	$	93,822		$	91,253		$	280,083		$	251,586
COST OF SALES		77,222			85,403			234,147			222,939
GROSS PROFIT		16,600			5,850			45,936			28,647
OPERATING EXPENSES:
Selling, general and administrative expenses		10,178			8,563			30,198			25,820
Research and development expenses		1,657			1,725			5,051			4,949
Gain on sale of Shanghai, China plant		—			—			—			(15,162	)
OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS		4,765			(4,438	)		10,687			13,040
Interest expense, net		2,121			1,880			6,672			6,190
Other (income) expense, net		1,208			(1,181	)		910			(2,120	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND MINORITY INTEREST		1,436			(5,137	)		3,105			8,970
Income tax provision from continuing operations		551			2,186			846			1,281
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST		885			(7,323	)		2,259			7,689
Minority interest		(79	)		(330	)		(484	)		3,672
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		964			(6,993	)		2,743			4,017
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES		—			(4,167	)		—			(10,564	)
Income tax (benefit) provision from discontinued operations		—			(1,862	)		—			1,703
LOSS FROM DISCONTINUED OPERATIONS		—			(2,305	)		—			(12,267	)
NET INCOME (LOSS)	$	964		$	(9,298	)	$	2,743		$	(8,250	)
Income (Loss) per share:
Basic:
Net income (loss) from continuing operations	$	0.04		$	(0.27	)	$	0.11		$	0.16
Net loss from discontinued operations	$	—		$	(0.09	)	$	—		$	(0.48	)
Net income (loss)	$	0.04		$	(0.36	)	$	0.11		$	(0.32	)
Diluted:
Net income (loss) from continuing operations	$	0.02		$	(0.27	)	$	0.09		$	0.15
Net loss from discontinued operations	$	—		$	(0.09	)	$	—		$	(0.48	)
Net income (loss)	$	0.02		$	(0.36	)	$	0.09		$	(0.32	)

The accompanying notes are an integral part of these statements.

5

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(UNAUDITED)

	Nine months ended October 31,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	2,743		$	(8,250	)
Net loss from discontinued operations		—			(12,267	)
Net income from continuing operations		2,743			4,017
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Minority interest		(484	)		3,672
Share-based compensation		704			444
Depreciation and amortization		8,468			8,315
Amortization of debt acquisition costs		1,272			1,208
Annual retainer to Board of Directors paid by the issuance of common stock		190			236
Deferred income taxes		327			628
Gain on disposal of assets		—			(15,295	)
Changes in assets and liabilities:
Accounts receivable		(3,160	)		(14,127	)
Inventories		16,300			(18,146	)
Other current assets		(668	)		702
Accounts payable		(13,746	)		9,977
Accrued liabilities		463			3,762
Income taxes payable		(697	)		1,792
Other current liabilities		(2,498	)		864
Funds provided to discontinued operations		—			(22,170	)
Other long-term assets		82			232
Other liabilities		(3,041	)		4,410
Other, net		3,248			(2,356	)
Net cash provided by (used in) continuing operating activities		9,503			(31,835	)
Net cash used in discontinued operating activities		—			(1,249	)
Net cash provided by (used in) operating activities		9,503			(33,084	)
Cash flows from investing activities:
Proceeds from the divestiture of businesses		—			85,700
Acquisition of property, plant and equipment		(12,017	)		(7,071	)
Proceeds from disposal of property, plant and equipment		484			2,248
Decrease in restricted cash		2,283			—
Net cash (used in) provided by continuing investing activities		(9,250	)		80,877
Net cash used in discontinued investing activities		—			(298	)
Net cash (used in) provided by investing activities		(9,250	)		80,579

6

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Dollars in thousands)

(UNAUDITED)

	Nine months ended October 31,
	2008			2007
Cash flows from financing activities:
Repayment of debt, net		—			(24,123	)
Proceeds from new borrowings		—			3,993
Increase (decrease) in overdrafts		54			(2,241	)
Financing cost of long term debt		—			(459	)
Proceeds from exercise of stock options		247			—
Purchase of treasury stock		(115	)		(134	)
Net cash provided by (used in) continuing financing activities		186			(22,964	)
Net cash used in discontinued financing activities		—			(5,212	)
Net cash provided by (used in) financing activities		186			(28,176	)
Effect of exchange rate changes on cash and cash equivalents		(92	)		169
Increase in cash and cash equivalents from continuing operations		347			26,247
Cash and cash equivalents, beginning of period		6,536			5,384
Cash and cash equivalents, end of period	$	6,883		$	31,631

The accompanying notes are an integral part of these statements.

7

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

(UNAUDITED)

	Three months ended October 31,						Nine months ended October 31,
	2008			2007			2008		2007
NET INCOME (LOSS)	$	964		$	(9,298	)	$	2,743	$	(8,250	)
Other comprehensive income (loss), net of tax:
Net unrealized (loss) gain on derivative instruments		(395	)		(2,939	)		1,402		(5,236	)
Adjustment to recognize pension liability and net periodic pension cost		83			511			249		1,361
Foreign currency translation adjustments		(1,058	)		(14,933	)		234		(13,957	)
Total comprehensive (loss) income	$	(406	)	$	(26,659	)	$	4,628	$	(26,082	)

The accompanying notes are an integral part of these statements.

8

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share data)

(UNAUDITED)

1. INTERIM STATEMENTS AND BASIS OF PRESENTATION

The accompanying interim unaudited consolidated financial statements of C&D Technologies, Inc (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all the information and notes required for complete financial statements. In the opinion of management, the interim unaudited consolidated financial statements include all adjustments considered necessary for the fair statements of the financial position, results of operations and cash flows for the interim periods presented. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2008 Annual Report on Form 10-K dated April 10, 2008.

On September 7, 2007 the Company announced the change of method of accounting for its inventory from the last-in, first-out (“LIFO”) to the first-in, first-out (“FIFO”) method. In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 154, “Accounting Changes and Error Corrections”, the Company has retrospectively applied this change in method of inventory costing to all prior periods.

2. DISCONTINUED OPERATIONS

In fiscal year 2008 the Company sold its Power Electronics Division and certain assets of its Motive Power Division. As a result, activity in fiscal year 2008 related to these divisions has been reclassified as discontinued operations in the interim unaudited consolidated financial statements.

3. STOCK-BASED COMPENSATION

The Company granted 17,500 and 390,029 stock option awards during the three and nine months ended October 31, 2008, and 25,000 and 340,334 during the three and nine months ended October 31, 2007, respectively. Under the provisions of SFAS No. 123R, the Company recorded $208 and $447, of stock compensation expense related to stock option awards in its unaudited consolidated statement of operations for the three and nine months ended October 31, 2008, and $76 and $309 during the three and nine months ended October 31, 2007, respectively. The impact on earnings per share for the three months ended October 31, 2008 and 2007 was $0.01 and less than $0.01, respectively. The impact on earnings per share for the nine months ended October 31, 2008 and 2007 was $0.02 and $0.01, respectively.

On May 1, 2008, the Company granted 90,750 restricted stock awards and 90,750 performance shares to selected executives and other key employees under the Company’s 2007 Stock Incentive Plan. On July 1, 2008 the Company granted 12,258 restricted stock awards to the directors with a vesting period of one year. On March 12, 2007, the Company granted 84,600 restricted stock awards and 84,600 performance shares to selected executives and other key employees under the Company’s 2007 Stock Incentive Plan. The restricted stock awards vest ratably over four years and the expense is recognized over the vesting period. The Company recorded $118 and $257, of compensation related to restricted stock awards in its unaudited consolidated statement of operations for the three and nine months ended October 31, 2008, and $53 and $135 during the three and nine months ended October 31, 2007, respectively. The performance shares vest at the end of the performance period upon the achievement of pre-established financial objectives. No compensation expense was recorded for the three and nine months ended October 31, 2008 and 2007 for the performance related awards issued in that period.

9

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

The following table summarizes information about the stock options outstanding at October 31, 2008:

	OPTIONS OUTSTANDING				OPTIONS EXERCISABLE
Range of Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Contractual Life	Weighted- Average Exercise Price
$   4.25 - $   6.30	693,334	7.1 Years	$	5.55	55,668	8.3 Years	$	5.96
$   6.81 - $   9.12	530,334	7.2 Years	$	7.64	437,971	7.0 Years	$	7.56
$   9.80 - $ 14.50	111,556	6.2 Years	$	11.00	111,556	6.2 Years	$	11.00
$ 14.94 - $ 22.31	488,524	3.4 Years	$	18.90	488,524	3.4 Years	$	18.90
$ 26.76 - $ 35.00	117,110	2.4 Years	$	32.03	117,110	2.4 Years	$	32.03
$ 49.44 - $ 55.94	34,100	1.7 Years	$	54.99	34,100	1.7 Years	$	54.99
Total	1,974,958	5.8 Years	$	12.14	1,244,929	5.0 Years	$	15.85

The estimated fair value of the options granted was calculated using the Black Scholes Merton option pricing model (“Black Scholes”). The Black Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the estimated life of the option is based on U.S. Government Securities Treasury Constant Maturities over the contractual term of the equity instrument. Expected volatility is based on the historical volatility of the Company’s stock. The Company uses the shortcut method described in Staff Accounting Bulletin No. 110 to determine the expected life assumption.

The fair value of stock options granted during the three and nine months ended October 31, 2008 and 2007 was estimated on the grant date with the following average assumptions.

	Three months ended October 31,		Nine months ended October 31,
	2008	2007	2008	2007
Risk-free interest rate	2.95%-3.28%	4.25%-4.56%	2.58%-3.32%	4.25%-4.88%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Volatility factor	51.39%-52.34%	48.63%-48.84%	50.91%-52.92%	48.63%-49.45%
Expected lives	5.5 Years	5.5 Years	4.5-5.5 Years	5-5.5 Years

4. NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”, which establishes a framework for measuring fair value in accordance with generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. On February 12, 2008 FASB issued Staff Position (FSP) FAS 157-2. This FSP permits a delay in the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS 157 for financial assets and liabilities did not have a material impact on the Company’s condensed consolidated financial statements. In October 2008 the FASB issued Staff Position No. 157-3, “Determining the Fair Value of a Financial Asset in a Market that is not Active”, which amended SFAS 157. FSP No. 157-3 clarifies how the fair value of a financial instrument is determined when the market for the financial asset is inactive. FSP No. 157-3 was adopted by the Company effective as of October 31, 2008. See Note 13 for information and related disclosures regarding the Company’s fair value measurements.

10

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

In February 2007, the FASB issued SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities,”which expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We have adopted SFAS No. 159 and determined it has no impact on our consolidated financial statements as no fair value elections were made.

In December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations”, which improves reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable, and relevant information for investors and other users of financial statements. To achieve this goal, the new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 141(R) on its financial position and results of operations. The impact of adopting SFAS No. 141(R) will depend on the nature, terms and size of any business combination completed after the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, which improves the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as equity in the consolidated financial statements. In addition, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of SFAS No. 160 on its financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, which improves financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS No. 161 on its financial position, results of operations and cash flows.

In April 2008, the FASB issued Staff Position FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). The FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. The intent of the FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under other accounting principles generally accepted in the United States of America. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the potential impact of the adoption of FSP FAS 142-3 on our financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources for generally accepted accounting principles (GAAP) in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption will not have a material effect on the Company’s consolidated financial statements.

11

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

In May 2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlements)” (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash settled convertible securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon interest rate. The debt will subsequently be accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the calculations of net income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of FSP No. APB 14-1 on the Company’s consolidated financial statements.

In June 2008, the FASB issued FSP EITF 03-6-1 “Determining whether Instruments granted in Share-based Payment Transactions are Participating Securities”. This FSP addresses whether instruments granted in share-based transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocations in calculating earnings per share under the two-class method described in FASB Statement No. 128 “Earnings per Share”. The FSP requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this FSP on the Company’s consolidated financial statements.

5. INVENTORIES

Inventories consisted of the following:

	October 31, 2008		January 31, 2008
Raw materials	$	21,584	$	22,041
Work-in-process		19,827		22,215
Finished goods		27,467		41,576
Total	$	68,878	$	85,832

6. INCOME TAXES

	Nine months ended October 31,
	2008			2007
Provision (benefit) for income taxes from continuing operations	$	846		$	1,281
Effective income tax rate		27.2	%		14.3	%
Provision for income taxes discontinued operations	$	—		$	1,703
Effective income tax rate		—			(16.1	)%

Effective tax rates from continuing operations were 27.2% and 14.3% for the nine months ended October 31, 2008 and 2007, respectively. Tax expense for the nine months ended October 31, 2008 is due to tax expense in certain profitable foreign subsidiaries and no tax benefit recognized in certain jurisdictions where the Company incurred a loss, net of the release of the valuation allowance against certain domestic deferred tax assets as a result of pre-tax domestic book income in the current period.

12

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

7. NET INCOME PER COMMON SHARE

Basic earnings per common share was computed using net income and the weighted average number of common shares outstanding during the period. Diluted earnings per common share was computed using net income and the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of stock options and assumed vesting of restricted stock awards using the treasury stock method, as well as the assumed conversion of debt using the if-converted method.

The following table sets forth the computation of basic and diluted earnings per common share from continuing operations.

	Three months ended October 31,						Nine months ended October 31,
	2008			2007			2008			2007
Numerator:
Numerator for basic earnings (loss) per common share	$	964		$	(6,993	)	$	2,743		$	4,017
Effect of dilutive securities:
Income related to deferred compensation plan		(462	)		—			(305	)		(102	)
Interest expense on Convertible Notes		—			—			—			—
Numerator for diluted earnings (loss) per common share	$	502		$	(6,993	)	$	2,438		$	3,915
Denominator:
Denominator for basic earnings per common share - weighted average common share		25,752,649			25,666,838			25,704,677			25,659,627
Effect of dilutive securities:
Convertible Notes		—			—			—			—
Employee stock awards		55,836			—			54,082			16,706
Shares issuable under deferred compensation arrangements		101,980			—			93,287			74,122
Employee stock options		56,758			—			50,091			419
Dilutive potential common shares		214,574			—			197,460			91,247
Denominator for diluted earnings per common share - adjusted weighted average common shares and assumed conversions		25,967,223			25,666,838			25,902,137			25,750,874
Basic (loss) earnings per common share from continuing operations	$	0.04		$	(0.27	)	$	0.11		$	0.16
Diluted (loss) earnings from common share from continuing operations	$	0.02		$	(0.27	)	$	0.09		$	0.15

The Company has excluded dilutive securities of 20,098,463 and 20,113,387 issuable in connection with convertible bonds from the diluted income per share calculation for the three and nine months ended October 31, 2008 because their effect would be anti-dilutive. The Company has also excluded dilutive securities of 20,120,932 issuable in connection with the convertible bonds from the diluted income per share calculation for the three and nine months ended October 31, 2007 because their effect would be anti-dilutive. The above computation also excludes all anti-dilutive options, restricted stock awards and shares issuable under deferred compensation arrangements, which amounted to 1,216,262, and 1,341,624 shares for the three and nine months ended October 31, 2008, respectively, and 2,689,088 and 2,313,197 for the three and nine months ended October 31, 2007, respectively.

13

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

In accordance with SFAS No. 128 “Earnings per Share” for the computation of diluted earnings per share for the nine months ended October 31, 2007, the (loss) per share for discontinued operations was included regardless of its effect, because income from continuing operation was dilutive.

8. CONTINGENT LIABILITIES

Legal

In January 1999, the Company received notification from the U.S. Environmental Protection Agency (“EPA”) of alleged violations of permit effluent and pretreatment discharge limits at its plant in Attica, Indiana. The Company submitted a compliance plan to the EPA in April 2002. The Company engaged in negotiations with both the EPA and U.S. Department of Justice (“DOJ”) through March 2003 regarding a potential resolution of this matter. The government filed suit against the Company in March 2003 in the United States District Court for the Southern District of Indiana for alleged violations of the Clean Water Act. The parties reached a settlement, and agreed to the terms of a Consent Decree, with an agreed civil penalty of $1,600. The Court entered the Consent Decree on November 20, 2006. In addition to payment of the civil penalty, the Consent Decree required the Company to implement a Compliance Work Plan for completing implementation of certain compliance measures set forth in the Consent Decree. These compliance measures were required to be implemented by the Company in accordance with a schedule approved by the EPA. The Compliance Work Plan and schedule were fully enforceable parts of the Consent Decree. The Consent Decree also required certain pretreatment compliance measures, including the continued operation of a wastewater pretreatment system, which was previously installed at the Attica facility. The Consent Decree further required certain National Pollution Discharge Elimination System (NPDES) compliance measures, including testing, sampling and reporting requirements relating to a NPDES storm water monitoring system at the facility. Additionally, the Consent Decree provided for stipulated penalties for noncompliance with the requirements of the Consent Decree. On November 13, 2008, upon the petition of the Company and the submission of a joint motion by the Company and EPA, the U.S. District Court for the Southern District of Indiana entered an Order terminating the Consent Decree and dismissing this matter with prejudice.

Environmental

The Company is subject to extensive and evolving environmental laws and regulations regarding the clean-up and protection of the environment, worker health and safety and the protection of third parties. These laws and regulations include, but are not limited to (i) requirements relating to the handling, storage, use and disposal of lead and other hazardous materials in manufacturing processes and solid wastes; (ii) record keeping and periodic reporting to governmental entities regarding the use and disposal of hazardous materials; (iii) monitoring and permitting of air emissions and water discharge; and (iv) monitoring worker exposure to hazardous substances in the workplace and protecting workers from impermissible exposure to hazardous substances, including lead, used in our manufacturing process.

Notwithstanding the Company’s efforts to maintain compliance with applicable environmental requirements, if injury or damage to persons or the environment arises from hazardous substances used, generated or disposed of in the conduct of the Company’s business (or that of a predecessor to the extent the Company is not indemnified therefor), the Company may be held liable for certain damages, the costs of investigation and remediation, and fines and penalties, which could have a material adverse effect on the Company’s business, financial condition, or results of operations. However, under the terms of the purchase agreement with Allied Corporation (“Allied”) for the acquisition (the “Acquisition”) of the Company (the “Acquisition Agreement”), Allied was obligated to indemnify the Company for any liabilities of this type resulting from conditions existing at January 28, 1986, that were not disclosed by Allied to the Company in the schedules to the Acquisition Agreement. These obligations have since been assumed by Allied’s successor in interest, Honeywell (“Honeywell”).

C&D is participating in the investigation of contamination at several lead smelting facilities (“Third Party Facilities”) to which C&D allegedly made scrap lead shipments for reclamation prior to the date of the acquisition.

Pursuant to a 1996 Site Participation Agreement, as later amended in 2000, the Company and several other potentially responsible parties (“PRP”s) agreed upon a cost sharing allocation for performance of remedial activities required by the United States EPA Administrative Order Consent Decree entered for the design and remediation phases at the former NL Industries, Inc. (“NL”) site in Pedricktown, New Jersey, Third Party Facility. In April 2002, one of the original PRPs, Exide Technologies (Exide), filed for relief under Chapter 11 of Title 11 of the United States Code. In August 2002, Exide notified the PRPs that it would no longer be taking an active role in any further action at the site and discontinued its financial participation, resulting in a pro rata increase in the cost participation of the other PRPs, including the Company, for which the Company’s allocated share rose from 5.25% to 7.79%.

14

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

In August 2002, the Company was notified of its involvement as a PRP at the NL Atlanta, Northside Drive Superfund site. NL and Norfolk Southern Railway Company have been conducting a removal action on the site, preliminary to remediation. The Company, along with other PRPs, continues to negotiate with NL at this site regarding the Company’s share of the allocated liability.

The Company has terminated operations at its Huguenot, New York, facility, and has completed facility decontamination and disposal of chemicals and hazardous wastes remaining at the facility following termination of operations in accordance with applicable regulatory requirements. The Company is also aware of the existence of soil and groundwater contamination at the Huguenot, New York, facility, which is expected to require expenditures for further investigation and remediation. The site is listed by the New York State Department of Environmental Conservation (“NYSDEC”) on its registry of inactive hazardous waste disposal sites due to the presence of fluoride and other contaminants in and underlying a lagoon used by the former owner of this site, Avnet, Inc., for disposal of wastewater. Contamination is present at concentrations that exceed state groundwater standards. In 2002, the NYSDEC issued a Record of Decision (“ROD”) for the soil remediation portion of the site. A ROD for the ground water portion has not yet been issued by the NYSDEC. In 2005, the NYSDEC also requested that the parties engage in a Feasibility Study, which the parties have conducted in accordance with a NYSDEC approved work plan. In February 2000, the Company filed suit against Avnet, Inc., and in December 2006, the parties executed a settlement agreement which provides for a cost sharing arrangement with Avnet bearing a majority of the future costs associated with the investigation and remediation of the lagoon-related contamination.

C&D, together with Johnson Controls, Inc. (“JCI”), is conducting an assessment and remediation of contamination at and near its facility in Milwaukee, Wisconsin. The majority of the on-site soil remediation portion of this project was completed as of October 2001. Under the purchase agreement with JCI, C&D is responsible for (i) one-half of the cost of the on-site assessment and remediation, with a maximum liability of $1,750 (ii) any environmental liabilities at the facility that are not remediated as part of the ongoing cleanup project and (iii) environmental liabilities for any new claims made after the fifth anniversary of the closing, i.e. March 2004, that arise from migration from a pre-closing condition at the Milwaukee facility to locations other than the Milwaukee facility, but specifically excluding liabilities relating to pre-closing offsite disposal. JCI retained the environmental liability for the off-site assessment and remediation of lead. In March 2004, the Company entered into an agreement with JCI to continue to share responsibility as set forth in the original purchase agreement. The Company continues to negotiate with JCI regarding the allocation of costs for assessment and remediation of certain off-site chlorinated volatile organic compounds (“CVOC”s) in groundwater.

In February 2005, the Company received a request from the EPA to conduct exploratory testing to determine if the historical municipal landfill located on the Company’s Attica, Indiana, property is the source of elevated levels of trichloroethylene detected in two city wells downgradient of the Company’s property. The EPA advised that it believes the former landfill is subject to remediation under the RCRA corrective action program. The Company conducted testing in accordance with an investigation work plan and submitted the test results to the EPA. The EPA thereafter notified the Company that they also wanted the Company to embark upon a more comprehensive RCRA investigation to determine whether there have been any releases of other hazardous waste constituents from its Attica facility and, if so, to determine what corrective measure may be appropriate. In January 2007, the Company agreed to an Administrative Order on Consent with EPA to investigate, and remediate if necessary, site conditions at the facility. Site investigation work has been conducted and the results of this investigation indicate limited soils and groundwater contamination at the site. In October 2008, a RCRA Facility Investigation Phase I Report was submitted to the EPA.

The Company has conducted site investigations at its Conyers, Georgia facility, and has detected chlorinated solvents in groundwater and lead in soil both onsite and offsite. The Company has initiated remediation of the chlorinated solvents in accordance with a Corrective Action Plan, which was approved by the Georgia Department of Natural Resources in January 2007. The Georgia Department of Natural Resources has recently requested additional assessment of groundwater conditions be completed before implementation of any final remedy. Additionally, the Company is conducting remediation of lead impacted soils identified in the site investigations. In September 2005, an adjoining landowner filed suit against the Company alleging, among other things, that it was allowing lead contaminated stormwater runoff to leave its property and contaminate the adjoining property. The parties have entered into a settlement agreement with the Company agreeing to fully assess and remediate, if necessary, any contamination of the plaintiff’s property caused by the Company.

15

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

The Company accrues reserves for liabilities in its consolidated financial statements and periodically reevaluates the reserved amounts for these liabilities in view of the most current information available in accordance with SFAS No. 5, “Accounting for Contingencies.” As of October 31, 2008 and January 31, 2008, accrued environmental reserves totaled $1,200 and $1,496, respectively, consisting of $530 and $796 in other current liabilities and $670 and $700 in other liabilities. Based on currently available information, the Company believes that appropriate reserves have been established with respect to the foregoing contingent liabilities and that they are not expected to have a material adverse effect on its business, financial condition or results of operations.

9. DERIVATIVE INSTRUMENTS

The Company is exposed to various market risks. The primary financial risks include fluctuations in certain commodity prices and changes in currency exchange rates. The Company manages these risks through normal operating and financing activities and when appropriate through the use of derivative instruments.

The Company does not invest in derivative instruments for speculative purposes, but does enter into hedging arrangements in order to reduce its exposure to fluctuations in the price of lead as well as to fluctuations in exchange rates. The Company applies hedge accounting in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” whereby the Company designates each derivative as a hedge of (i) the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge); or (ii) the variability of anticipated cash flows of a forecasted transaction or the cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). From time to time, however, the Company may enter into derivatives that economically hedge certain of its risks, even though hedge accounting is not allowed by SFAS No. 133 or is not applied by the Company. In these cases, there generally exists a natural hedging relationship in which changes in fair value of the derivative, that are recognized currently in earnings, act as an economic offset to changes in the fair value of the underlying hedged item(s).

The following table provides the fair value of the Company’s derivative contracts which include commodity hedges.

	October 31, 2008						January 31, 2008
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Commodity hedges	$	(2,324	)	$	(2,324	)	$	(1,503	)	$	(1,503	)

The commodity hedges are designated as cash flow hedges. Therefore, changes in their fair value, net of tax, are recorded in accumulated other comprehensive income and released to earnings in the period the hedged item is recognized.

16

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

10. WARRANTY

The Company provides for estimated product warranty expenses when the related products are sold. Because warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, claims costs may differ from amounts provided. An analysis of changes in the liability for product warranties follows:

	Nine months ended October 31,
	2008			2007
Balance at beginning of period	$	11,276		$	7,760
Current year provisions		3,181			7,960
Expenditures		(6,654	)		(4,610	)
Effect of foreign currency translation		7			2
Balance at end of period	$	7,810		$	11,112

As of October 31, 2008, accrued warranty obligations of $7,810 include $2,872 in current liabilities and $4,938 in other liabilities. As of January 31, 2008, accrued warranty obligations of $11,276 include $4,072 in current liabilities and $7,204 in other liabilities.

Certain warranty costs associated with the discontinued operations were not assumed by the buyer and are included in the table above. The expense provision includes $0 and $6,010 related to discontinued operations in the nine months ended October 31, 2008 and 2007, respectively. Expenditures include $3,790 and $3,209 related to discontinued operations in the nine months ended October 31, 2008 and 2007, respectively.

11. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Effective in fiscal year 2009, the Company changed the measurement date for its employee benefit plans from December 31 to January 31 in accordance with the measurement date provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment to FASB Statements No. 87, 88, 106 and 132(R).” The Company has elected to use the “13-month” approach to proportionally allocate the transition adjustment required under SFAS No. 158. The Company anticipates there will be a charge recorded to retained earning of approximately $100 in the fourth quarter.

The components of net periodic benefit cost consisted of the following for the interim periods.

	Pension Benefits						Postretirement Benefits
	Three months ended October 31,						Three months ended October 31,
	2008			2007			2008			2007
Components of net periodic benefit cost:
Service cost	$	273		$	382		$	15		$	31
Interest cost		1,118			1,070			30			61
Expected return on plan assets		(1,251	)		(1,218	)		—			—
Amortization of prior service costs		—			2			(201	)		(5	)
Recognized actuarial loss/(gain)		294			425			(1	)		(2	)
Net periodic benefit cost	$	434		$	661		$	(157	)	$	85

17

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

	Pension Benefits						Postretirement Benefits
	Nine months ended October 31,						Nine months ended October 31,
	2008			2007			2008			2007
Components of net periodic benefit cost:
Service cost	$	818		$	1,147		$	46		$	92
Interest cost		3,355			3,210			89			183
Expected return on plan assets		(3,752	)		(3,654	)		—			—
Amortization of prior service costs		—			6			(603	)		(16	)
Recognized actuarial loss/(gain)		883			1,275			(3	)		(4	)
Curtailment		—			22			—			—
Special termination benefit		—			173			—			—
Net periodic benefit cost	$	1,304		$	2,179		$	(471	)	$	255

The Company made $891 of contributions to the plans in the nine months ended October 31, 2008. The Company expects to make additional contributions of approximately $600 to its plans during fiscal year 2009. The Company also expects to make contributions totaling approximately $125 to the Company sponsored postretirement benefit plan during fiscal year 2009.

12. RESTRUCTURING

During fiscal year 2007, the Company implemented organizational and operational changes to streamline and rationalize its structure in an effort to simplify the organization and eliminate redundant costs.

On April 16, 2007 the Company announced its decision to close its Standby Power Division manufacturing facility in Conyers, Georgia and the transfer of its production to Leola, Pennsylvania. As a result of this action, the Company recorded severance charges of $557 in its financial statements for fiscal year 2008. These charges were included in the cost of sales on the consolidated statement of operations. In addition, the Company incurred approximately $200 of special pension termination benefits and approximately $2,200 of other costs relating to the closure of Conyers.

On October 24, 2007, the Company announced the sale of certain assets of its Motive Power Division. As a result of this decision, the Company recorded severance accruals for the year of $723 in its consolidated statement of operations. These charges relate to workforce reductions of approximately 168 employees.

As a result of the divestitures of the Power Electronics Division and Motive Power Division, the Company took additional actions to reduce selling, general and administrative expenses. The Company recorded severance accruals in the third quarter of fiscal year 2008 of $524 in its consolidated statement of operations. These charges relate to workforce reductions of approximately 30 employees.

A reconciliation of the beginning and ending severance liability and related activity is shown below.

	Balance at January 31, 2008		Provision Additions		Expenditures		Balance at October 31, 2008
Severance	$	694	$	—	$	619	$	75

18

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except share and per share data)

(UNAUDITED)

13. FAIR VALUE MEASUREMENT

Adoption of SFAS No. 157 on February 1, 2008 was limited to financial assets and liabilities, which primarily relates to our derivative contracts and investments related to the deferred compensation plan. We utilize the market approach to measure fair value for our financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. SFAS 157 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1 Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

Level 3 Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The following table represents our assets and liabilities measured at fair value on a recurring basis as of October 31, 2008 and the basis for that measurement:

	Total Fair Value Measurement October 31, 2008			Quoted Priced in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Commodity hedges	$	(2,324	)	$	—	$	(2,324	)	$	—
Investments held for deferred compensation plan		329			329		—			—

The fair value of commodity hedges were calculated using observable prices for lead as quoted on the London Metal Exchange (“LME”) and, therefore, were classified as Level 2.

14. DEBT

On October 28, 2008 certain holders of our 2006 series convertible senior notes, due in 2026, converted $2,500 of the notes into 516,795 shares of common stock. As a result, the accompanying balance sheet reflects that long term debt has been reduced, and shares of treasury stock have been issued.

19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in thousands, except per share data)

Item 2.

Three Months Ended October 31, 2008, compared to Three Months Ended October 31, 2007

Continuing operations

Within the following discussion, unless otherwise stated, “quarter” and “three-month” period” refer to the third quarter of fiscal year 2009. All comparisons are with the corresponding period in the prior fiscal year, unless otherwise stated.

Net sales in the third quarter of fiscal year 2009 increased $2,569 or 2.8% to $93,822 from $91,253 in the third quarter of fiscal year 2008. This increase resulted due to a combination of pricing and higher sales volumes. Unit volumes were strong in our uninterrupted power supply (“UPS”) market and international operations, while telecommunications and cable television were weaker.

Gross profit in the third quarter of fiscal year 2009 increased $10,750 or 183.8% to $16,600 from $5,850 in the third quarter of fiscal year 2008. Margins increased from 6.4% to 17.7% in the third quarter of fiscal year 2009. Sequentially, margins increased from 14.6% to 16.9% to 17.7% in the first, second and third quarter of fiscal year 2009, respectively. This Improvement is due primarily to benefits from the Company’s cost reduction programs combined with a decrease in raw materials costs. Average London Metal Exchange (“LME”) prices decreased from an average of $1.52 per pound in the third quarter of fiscal year 2008 to $0.80 per pound in the third quarter of fiscal year 2009. Lead remains very volatile and traded as high as $0.98 per pound on August 1, 2008. Third quarter fiscal year 2008 results also included severance and other costs associated with the closure of the Division’s Conyers, Georgia facility.

Selling, general and administrative expenses in the third quarter of fiscal year 2009 increased $1,615 or 18.9% to $10,178 from $8,563 in the prior fiscal year’s quarter. The increase is primarily due to increased warranty costs of approximately $500, higher fringes such as medical benefits and workers compensation, higher incentive compensation costs and selling costs associated with new product introductions. As a percentage of sales, selling, general and administrative expenses were 10.9% and 9.4% in the third quarter of fiscal 2009 and 2008, respectively.

Research and development expenses in the third quarter of fiscal year 2009 decreased $68 or 4.0% to $1,657 from $1,725. As a percentage of sales, research and development expenses decreased from 1.9% in the third quarter of fiscal year 2008 to 1.8% in the third quarter of fiscal year 2009.

Operating income from continuing operations in the third quarter of fiscal year 2009 increased $9,203 to $4,765 from an operating loss of $4,438 in the third quarter of fiscal year 2008.

20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

Analysis of Change in Operating Income from continuing operations

Third Quarter of Fiscal Year 2009 vs. Third Quarter of Fiscal Year 2008

Operating loss - third quarter of fiscal year 2008	$	(4,438	)
Decreases in lead costs		4,875
Increases in price / volume / mix		2,108
Decreased costs related to Conyers closure		1,386
Fiscal 2008 severance expense		425
Increased warranty costs		(465	)
Increase in selling, general and administrative costs		(1,150	)
Other net, including cost reduction programs		2,024
Operating income - third quarter of fiscal year 2009	$	4,765

Interest expense, net in the third quarter of fiscal year 2009 increased $241 or 12.8% to $2,121 from $1,880 in the third quarter of fiscal year 2008, since borrowings on the Company’s revolving credit facility in the current year are related to continuing operations whereas last year those borrowings were related to discontinued operations.

Other expense was $1,208 in the third quarter of fiscal year 2009 compared to other income of $1,181 in the third quarter of fiscal year 2008. The difference was primarily due to foreign exchange losses of $851 principally related to movements in the Canadian dollar and Mexican peso in the third quarter of fiscal year 2009 compared to the third quarter of fiscal year 2008 where there were foreign exchange gains of $1,243. This decrease was partially offset by increased royalty income in fiscal 2009.

Income tax expense from continuing operations of $551 was recorded in the third quarter of fiscal year 2009, compared to $2,186 in the third quarter of fiscal year 2008. Tax expense in the third quarter of fiscal year 2009, is primarily due to foreign taxes on profits which were not offset by losses for which no tax benefit is recognized under SFAS No. 109 as well as noncash SFAS No. 109 tax expense related to the amortization of intangibles for tax purposes.

Minority interest reflects the 33% ownership interest in the joint venture battery business located in Shanghai, China, that is not owned by the Company. In the third quarter of fiscal year 2009, the joint venture partners share of losses from operations was $79 compared to $330 in the third quarter of fiscal year 2008, reflecting improved performance of the Company’s China operations.

As a result of the above, net income from continuing operations of $964 was recorded in the third quarter of fiscal year 2009 as compared to a loss of $6,993 in the third quarter of fiscal year 2008.

Other Comprehensive Income (Loss)

Other comprehensive income increased by $26,253 in the third quarter of fiscal year 2009 to a loss of $406 from a loss of $26,659 in the third quarter of fiscal year 2008. This improvement was primarily due to the prior period impact of the net loss from discontinued operations of $2,305 in the third quarter of fiscal year 2008, a decrease in the unrealized loss on derivative instruments to $395 in the third quarter of fiscal year 2009 compared to $2,939 in the third quarter of fiscal year 2008, a decrease in the foreign currency translation adjustment from a loss of $14,933 which was related to the sale of our Power Electronics Division in the third quarter of fiscal year 2008 compared to $1,058 in the third quarter of fiscal year 2009 partially offset by a decrease in the pension liability adjustment from $511 in the third quarter of fiscal year 2008 compared to $83 in the third quarter of fiscal year 2009.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

Nine Months Ended October 31, 2008, compared to Nine months Ended October 31, 2007

Continuing operations

Net sales for the nine months ended October 31, 2008 increased $28,497 or 11.3% to $280,083 from $251,586 in the nine months ended October 31, 2007. This increase resulted due a combination of pricing and higher sales volumes. Unit volumes were strong in our uninterrupted power supply (“UPS”) market and international operations, while telecommunications and cable television were weaker.

Gross profit for the nine months ended October 31, 2008 increased $17,289 or 60.4% to $45,936 from $28,647 in the nine months ended October 31, 2007. Margins increased to 16.4% from 11.4% in prior year. This is primarily due to increased sales volume, lower costs for raw materials and benefits from the Company’s cost reduction programs, as well as the elimination of one time costs including severance and other costs related to the closure of the Company’s Conyers, Georgia facility of approximately $2,400. Average London Metal Exchange (“LME”) prices decreased from an average of $1.18 per pound in the nine months ended October 31, 2007 to $1.02 per pound in the nine months ended October 31, 2008.

Selling, general and administrative expenses for the nine months ended October 31, 2008, increased $4,378 or 17.0% to $30,198 from $25,820. The increase is primarily due to warranty costs of approximately $1,200, higher fringes such as medical benefits and workers compensation, higher incentive compensation costs and higher selling costs associated with new product introductions. As a percentage of sales, selling, general and administrative expenses were 10.8% and 10.3% in the nine months ended October 31, 2008 and 2007, respectively.

Research and development expenses for the nine months ended October 31, 2008 increased $102 or 2.0% to $5,051 from $4,949 in the nine months ended October 31, 2007. As a percentage of sales, research and development expenses decreased from 2.0% in the nine months ended October 31, 2007 to 1.8% in the nine months ended October 31, 2008.

During the nine months ended October 31, 2007, the Company recognized a gain of $15,162 from the sale of its old joint venture manufacturing facility in Shanghai, China.

Operating income from continuing operations for the nine months ended October 31, 2008 was $10,687 compared to $13,040 in the nine months ended October 31, 2007. The reduction is due to the exclusion of a one time gain on the sale of the Shanghai, China plant of $15,162 that occurred in fiscal year 2008 partially offset by the increased gross profit.

22

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

Analysis of Change in Operating Income from continuing operations

Nine months ended October 31, 2008 vs. Nine months ended October 31, 2007

Operating income nine months ended October 31, 2007	$	13,040
Increases in lead costs		(16,430	)
Increases in price / volume / mix		25,359
Gain on sale of Shanghai, China plant		(15,162	)
Decreased costs related to Conyers closure		2,528
Fiscal 2008 severance costs		425
Increased warranty costs		(1,233	)
Increase in selling, general and administrative costs		(3,145	)
Other net, including cost reduction programs		5,305
Operating income nine months ended October 31, 2008	$	10,687

Interest expense, net for the nine months ended October 31, 2008, increased $482 or 7.8% to $6,672 from $6,190 in the nine months ended October 31, 2007, since borrowings on the Company’s revolving credit facility in the current year are related to continuing operations whereas last year those borrowings were related to discontinued operations.

Other expense was $910 for the nine months ended October 31, 2008, compared to other income of $2,120 in the nine months ended October 31, 2007. The difference was primarily due to foreign exchange losses, principally related to movements in the Canadian dollar and Mexican peso, of $497 in the nine months ended October 31, 2008 compared to $2,513 of foreign exchange gains in the nine months ended October 31, 2007.

Income tax expense from continuing operations of $846 was recorded in the nine months ended October 31, 2008, compared to $1,281 in the nine months ended October 31, 2007. Tax expense in the nine months ended October 31, 2008 is primarily due to foreign taxes on profits which were not offset by losses for which no tax benefit is recognized under SFAS No. 109 as well as noncash SFAS No. 109 tax expense related to the amortization of intangibles for tax purposes.

Minority interest reflects the 33% ownership interest in the joint venture battery business located in Shanghai, China, that is not owned by the Company. In the nine months ended October 31, 2008, the joint venture had a decrease in minority interest of $484 compared to an increase of $3,672 in the nine months ended October 31, 2007. Included in minority interest in the nine months ended October 31, 2007 is a gain of $5,003, which was the result of the $15,162 gain recognized on the sale of our old manufacturing plant in Shanghai, China. The remaining variance is reflected by improved performance of the Company’s China operations.

As a result of the above, net income from continuing operations of $2,743 was recorded compared to $4,017 in the prior year.

Other Comprehensive Income

The Company recorded other comprehensive income of $4,628 for the nine months ended October 31, 2008 as compared to a loss of $26,082 in the nine months ended October 31, 2007. This increase was primarily due to net income of $2,743 in the nine months ended October 31, 2008 as compared to a net loss of $8,250 in the comparable period at the previous fiscal year. This increase in income was primarily due to the prior year impact of the net loss from discontinued operations of $12,267 in the nine months ended October 31, 2007 partially offset by the gain on the sale of the plant in Shanghai, China of $15,162, an unrealized gain on derivative instruments of $1,402 compared to a loss $5,236 in the nine months ended October 31, 2007 and a foreign currency translation adjustment gain of $234 in the nine months ended October 31, 2008 compared to a loss of $13,957 which was related to the sale of our Power Electronics Division in the nine months ended October 31, 2007.

23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

Liquidity and Capital Resources

Net cash provided by operating activities from continuing operations was $9,503 for the nine months ended October 31, 2008, compared to a use of cash of $31,835 in the comparable period of the prior fiscal year. The improvement is a result of i) a reduction in inventory due to decreased lead prices and inventory management, ii) a decrease in cash used by accounts receivable due primarily to lower lead prices, iii) a decrease in cash used to fund discontinued operations and iv) improved income from continuing operations compared to the prior year excluding the non-cash gain on sale of our China facility in fiscal 2008. These improvements were offset by a decrease in accounts payable associated with the decrease in inventory and lower lead prices as well as changes in payment terms and timing.

Net cash used by continuing investing activities was $9,250 in the nine months ended October 31, 2008 while cash provided by investing activities was $80,877 in the nine months ended October 31, 2007. Fiscal year 2008 includes proceeds from the divestiture of businesses of $85,700. Acquisitions of property, plant and equipment was $12,017 during the first nine months of fiscal 2009 as compared to $7,071 during the first nine months of fiscal year 2008. The increase in capital spending in the first nine months of fiscal 2009 is principally in support of our new product introductions and cost reduction initiatives. During the first nine months of fiscal year 2008, we had proceeds from the disposal of property, plant and equipment in the amount of $2,248 related to the last installment on the sale of our old battery plant in Shanghai, China. Additionally, restricted cash associated with our lead hedges decreased by $2,283 during the first nine months of fiscal 2009.

Net cash provided by continuing operations financing activities was $186 for the nine months ended October 31, 2008, compared to a use of $22,964 in the comparable period of the prior fiscal year. The Company had no outstanding borrowings on its revolving credit facility at October 31, 2008. During the nine months ended October 31, 2007 we repaid $24,123 on our credit facility debt from the proceeds of the divestiture of businesses and borrowed $3,993 to fund costs related to the construction of the new plant in Shanghai, China.

Capital expenditures during the first nine months of fiscal year 2009 were primarily in support of new product introductions and our cost reduction initiatives. We estimate capital spending for fiscal year 2009 to be in the range of $15,000 to $17,000.

On August 29, 2008 the Company executed an amendment to the Company’s credit facility which, amongst other changes, enhanced the Company’s borrowing capacity and resultant credit availability as of that date by approximately $7,000 through changes and modifications of borrowing base provisions. In addition the amendment provides the Company the ability to incur indebtedness under leasing arrangements of up to $15,000, an increase in permitted borrowings in China from 40,000 RMB (approximately $5,750 US Dollars) to 160,000 RMB (approximately $23,000 US Dollars) and an increase in permitted asset sales baskets. The Company incurred fees of $225 in connection with this amendment that were expensed in the third quarter of fiscal year 2009.

Current Credit Market Position

In light of recessionary concerns for the overall economy and recent market developments including increased volatility in the capital markets and severe liquidity crises in the financial sector, the Company performed an assessment to determine the impact, if any, of current market conditions on the Company’s financial position.

Demand for the Company’s products and services depends in part on general economic conditions affecting the countries and industries in which the Company does business. Currently, economic conditions in the U.S. and other countries and in industries served by the Company may negatively impact demand for the Company’s products and services, in turn negatively impacting the Company’s revenues and earnings. Excess capacity in the Company’s or its competitors’ manufacturing facilities could decrease the Company’s ability to generate profits. Unanticipated contract terminations or project delays by current customers can also negatively impact financial results.

The Company’s pension plan trust assets are exposed to the market prices of debt and equity securities. Changes to pension plan asset values can impact the Company’s pension and other benefits expense, funded status and future minimum funding requirements. In addition, pension and other benefits liabilities decrease as fixed income asset values decrease (fixed income yields rise) since the rate at which we discount pension obligations is highly correlated to fixed income yields.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

At October 31, 2008, the fair value of the assets of our pension plans was estimated at $45,600, down from $62,900 at January 31, 2008. The significant decline was mainly due to the drop in global stock prices and benefit payments to retirees of approximately $1,000 per quarter. The projected benefit obligation at October 31, 2008 is approximately $76,900 using a discount rate of 6.35% and $65,500 at a discount rate of 7.5%. Based on current global stock market valuations, the minimum required contribution to our pension plans in fiscal 2010 is estimated at $6,000 to $7,000 compared to approximately $1,500 in fiscal 2009 and the corresponding increase in net pension expense in fiscal 2010 compared with fiscal 2009 is estimated at $2,500 to $3,100.

The Company also assessed the impact of the severe liquidity crises at major financial institutions on the Company’s ability to access capital markets on reasonable terms. Although the Company’s credit facility syndicate banks are currently meeting all of their lending obligations, there can be no assurance that these banks will be able to meet their obligations in the future if the liquidity crises intensifies or are protracted. The Company’s current credit facility does not expire until January 31, 2010. As of October 31, 2008, the maximum availability calculated under the borrowing base was approximately $47,900, of which $0 was funded, and $11,117 was utilized for letters of credit. As provided under the Credit Facility, excess borrowing capacity will be available for future working capital needs and general corporate purposes.

Additionally, the Company’s $52,000 and $75,000 convertible notes do not have initial maturities (put provisions) until November 2011 and November 2012 respectively. Only upon the occurrence of a fundamental change as defined in the indenture agreements, may holders of the notes require the Company to repurchase some or all of the notes prior to these dates.

At this time the Company does not believe recent market disruptions will impact its long-term ability to obtain financing. The Company expects to have access to liquidity in the capital markets on favorable terms before the maturity dates of its current credit facilities and the Company does not expect a significant number of its lenders to default on their commitments thereunder. In addition, the Company can delay major capital investments or pursue financing from other sources to preserve liquidity, if necessary. Cash from operations and availability under the amended Credit Facility is expected to be sufficient to meet our ongoing cash needs for working capital requirements, restructuring, capital expenditures and debt service for at least the next twelve months.

25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

Contractual Obligations and Commercial Commitments

The following tables summarize our contractual obligations and commercial commitments as of October 31, 2008:

	Payments Due by Period
	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
Contractual Obligations
Debt	$	132,848	$	5,848	$	—	$	—	$	127,000
Interest payable on notes		120,117		6,798		13,595		13,595		86,129
Operating leases		7,375		1,897		2,852		871		1,755
Projected – lead purchases*		160,000		62,000		64,000		34,000		—
Equipment		2,574		2,574		—		—		—
Total contractual cash obligations	$	422,914	$	79,117	$	80,447	$	48,466	$	214,884

* Amounts are based on the cash price of lead at October 31, 2008 which was $0.67. Prices are somewhat lower as of the end of November.

	Amount of Commitment Expiration per Period
	Total Amount Committed		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
Other Commercial Commitments
Standby letters of credit	$	11,117	$	10,559	$	558	$	—	$	—
Total commercial commitments	$	11,117	$	10,559	$	558	$	—	$	—

26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make. We may, from time to time, make written or verbal forward-looking statements. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “guidance,” “forecast,” “plan,” “outlook” and similar expressions in filings with the Securities and Exchange Commission (“SEC”), in our press releases and in oral statements made by our representatives, identify statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and are intended to come within the safe harbor protection provided by those sections. The forward-looking statements are based upon management’s current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

By their nature, forward-looking statements involve risk and uncertainties that could cause our actual results to differ materially from anticipated results. Examples of forward-looking statements include, but are not limited to:

• projections of revenues, cost of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, the effect of currency translations, capital structure and other financial items;

• statements of plans, strategies and objectives made by our management or board of directors, including the introduction of new products, cost savings initiatives or estimates or predictions of actions by customers, suppliers, competitors or regulating authorities;

• statements of future economic performance; and

• statements regarding the ability to obtain amendments under our debt agreements.

We caution you not to place undue reliance on these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, those factors discussed under Item 1A - Risk Factors, Item 7 – Management’s Discussion and Analysis of Financial Conditions and Results of Operations and Item 8 – Financial Statements and Supplementing Data of our Form 10-K for the fiscal year ended January 31, 2008, and the following general factors:

• our ability to implement and fund based on current liquidity, business strategies and restructuring plans;

• our substantial debt and debt service requirements, which may restrict our operational and financial flexibility, as well as impose significant interest and financing costs;

• restrictive loan covenants may impact our ability to operate our business and pursue business strategies;

• the litigation and regulatory proceedings to which we are subject, the results of which could have a material adverse effect on us and our business;

• our exposure to fluctuations in interest rates on our variable debt;

• the realization of the tax benefits of our net operating loss carry forwards, which is dependent upon future taxable income;

• the fact that lead, a major constituent in most of our products, experiences significant fluctuations in market price and is a hazardous material that may give rise to costly environmental and safety claims;

• our ability to successfully pass along increased material costs to our customers;

• unanticipated warranty and quality problems associated with our products;

• failure of our customers to renew supply agreements;

• competitiveness of the battery markets in North America and Europe;

• the substantial management time and financial and other resources needed for our consolidation and rationalization of acquired entities;

• political, economic and social changes, or acts of terrorism or war;

• successful collective bargaining with our unionized workforce;

27

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

• risks involved in our foreign operations such as disruption of markets, changes in import and export laws, currency restrictions, currency exchange rate fluctuations and possible terrorist attacks against the United States interests;

• our ability to maintain and generate liquidity to meet our operating needs;

• we may have additional impairment charges;

• our ability to acquire goods and services and/or fulfill labor needs at budgeted costs;

• economic conditions or market changes in certain market sectors in which we conduct business;

• our success or timing of new product development;

• changes in our product mix;

• success of productivity initiatives, including rationalizations, relocations or consolidations;

• impact of changes in our management;

• costs of our compliance with environmental laws and regulations and resulting liabilities; and

• our ability to protect our proprietary intellectual property and technology;

The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” included in the Company’s Form 10-K annual report for the year ended January 31, 2008.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company is exposed to various market risks. The primary financial risks include fluctuations in interest rates, certain raw material commodity prices, and changes in currency exchange rates. The Company manages these risks through normal operating and financing activities and when appropriate through the use of derivative instruments. It does not invest in derivative instruments for speculative purposes, but enters into hedging arrangements in order to reduce its exposure to fluctuations in interest rates, the price of lead, as well as to fluctuations in exchange rates.

On occasion, the Company has entered into non-deliverable forward contracts with certain financial counterparties to hedge our exposure to the fluctuations in the price of lead, the primary raw material component used by the Company. The Company employs hedge accounting in the treatment of these contracts. Changes in the value of the contracts are marked to market each month and the gains and losses are recorded in other comprehensive income (loss) until they are released to the income statement through cost of goods sold in the same period as is the hedged item (lead).

Additional disclosure regarding various market risks were set forth in the Company’s fiscal year 2008 Annual Report on Form 10-K filed with the SEC.

Item 4. Controls and Procedures:

Management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by it in the reports that it files or submits under the Exchange Act and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding timely disclosures.

Internal Control over Financial Reporting:

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

29

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
Period
August 1 – August 31, 2008	—	$	—	—	1,000,000
September 1 – September 30, 2008	—	$	—	—	1,000,000
October 1 – October 31, 2008	—	$	—	—	1,000,000
Total	—			—

On September 30, 2004, the Board of Directors authorized a new stock repurchase program. Under the program, the Company is permitted to repurchase up to 1 million shares of C&D Technologies common stock having a total purchase price of no greater than $25 million. This program entirely replaces and supersedes all previously authorized stock repurchase programs.

Restrictions on Dividends and Treasury Stock Purchases:

Our Credit Facility limits restricted payments including dividends and Treasury Stock purchases to no more than $250,000 for Treasury Stock in any one calendar year and $1,750,000 for dividends for any one calendar year subject to adjustments of up to $400,000 per year in the case of the conversion of debt to stock per the terms of our convertible offerings. These restricted payments can only occur with prior notice to the lenders and provided that there is a minimum of $30,000,000 in excess availability for a period of thirty days prior to the dividend. The Company may declare and pay a dividend provided these conditions are met and there does not exist an event of default.

30

Item 6. Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Date	Exhibit Number	Filed Herewith
31.1	Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of the Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of the President and Chief Executive Officer and Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

31

SIGNATURES

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.

C&D TECHNOLOGIES, INC.

December 8, 2008	By:	/s/    Jeffrey A. Graves
		Jeffrey A. Graves
		President, Chief Executive
		Officer and Director

December 8, 2008	By:	/s/    Ian J. Harvie
		Ian J. Harvie
		Vice President Finance
		and Chief Financial Officer

December 8, 2008	By:	/s/    Neil E. Daniels
		Neil E. Daniels
		Vice President and Corporate Controller

32

EXHIBIT INDEX

31.1	Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the President and Chief Executive Officer and Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

33