ESAB Corp 10-Q for FY2026 Q2

ESAB Corp (ESAB)

10-Q 2026-08-06 For: 2026-07-03

Added on August 06, 2026

About this 10-Q

ESAB Corp filed this 10-Q on August 6, 2026, covering the quarter ended July 3, 2026 (FY2026 Q2).

Headline figures

Quarter ended July 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $807.63M; up 12.9% from $715.59M a year earlier
Net income: $32.35M; down 51.6% from net income of $66.88M a year earlier
Diluted EPS: $0.50; down 54.1% from $1.09 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware									87-0923837
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)

909 Rose Avenue, 8th Floor
North Bethesda, Maryland									20852
(Address of principal executive offices)									(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ESAB	New York Stock Exchange


			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			2
Consolidated and Condensed Statements of Operations			2
Consolidated and Condensed Statements of Comprehensive Income			3
Consolidated and Condensed Balance Sheets			4
Consolidated and Condensed Statements of Equity			5
Consolidated and Condensed Statements of Cash Flows			7
Notes to Consolidated and Condensed Financial Statements			7
Note 1. Organization and Basis of Presentation			8
Note 2. Discontinued Operations			9
Note 3. Acquisitions			9
Note 4. Revenue			12
Note 5. Earnings per Share from Continuing Operations			13
Note 6. Income Taxes			13
Note 7. Inventories, Net			13
Note 8. Accrued and Other Liabilities			13

Note 9. Debt			15
Note 10. Derivatives			16
Note 11. Financial Instruments and Fair Value Measurements			18
Note 12. Equity			19
Note 13. Commitments and Contingencies			23
Note 14. Segment Information			25
Note 15. Subsequent Event			27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			43
Item 4. Controls and Procedures			44

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			45
Item 1A. Risk Factors			45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			46
Item 3. Defaults Upon Senior Securities			46
Item 4. Mine Safety Disclosures			46
Item 5. Other Information			46
Item 6. Exhibits			47

SIGNATURES			48


	Three Months Ended				Six Months Ended
	July 3, 2026		July 4, 2025		July 3, 2026		July 4, 2025
Net sales	$	807,627	$	715,586	$	1,553,224	$	1,393,724
Cost of sales	500,416		449,539		970,901		872,475
Gross profit	307,211		266,047		582,323		521,249
Selling, general and administrative expense	210,169		155,563		384,641		296,421
Restructuring and other related charges	18,317		1,390		28,478		5,889
Operating income	78,725		109,094		169,204		218,939

Interest expense and other, net	30,623		20,999		56,200		37,781
Income from continuing operations before income taxes	48,102		88,095		113,004		181,158
Income tax expense	11,701		18,283		24,812		38,782
Net income from continuing operations	36,401		69,812		88,192		142,376
Loss from discontinued operations, net of taxes	(2,413)		(1,708)		(4,967)		(4,440)
Net income	33,988		68,104		83,225		137,936
Income attributable to noncontrolling interest, net of taxes	(1,634)		(1,221)		(3,227)		(3,690)
Net income attributable to ESAB Corporation	32,354		66,883		79,998		134,246
Mandatory convertible preferred stock dividends	(1,390)		—		(1,390)		—
Net income attributable to common stockholders	$	30,964	$	66,883	$	78,608	$	134,246
Earnings (loss) per share – basic
Income from continuing operations	$	0.54	$	1.13	$	1.36	$	2.28
Loss on discontinued operations	(0.04)		(0.03)		(0.08)		(0.07)
Net income per share – basic	$	0.50	$	1.10	$	1.28	$	2.21
Earnings (loss) per share – diluted
Income from continuing operations	$	0.54	$	1.12	$	1.35	$	2.26
Loss on discontinued operations	(0.04)		(0.03)		(0.08)		(0.07)
Net income per share – diluted	$	0.50	$	1.09	$	1.27	$	2.19


	Three Months Ended				Six Months Ended
	July 3, 2026		July 4, 2025		July 3, 2026		July 4, 2025
Net income	$	33,988	$	68,104	$	83,225	$	137,936
Other comprehensive income (loss):
Foreign currency translation, net of tax (benefit) expense of $(273), $(7,250), $2,624 and $(11,572)	7,885		102,218		(10,868)		181,548
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax benefit of $—, $—, $— and $(497)	—		—		—		(1,816)
Defined benefit pension and other post-retirement plan activity, net of tax expense of 87, $97, $174 and $108	(20)		202		349		523
Other comprehensive income (loss)	7,865		102,420		(10,519)		180,255
Comprehensive income	41,853		170,524		72,706		318,191
Comprehensive income attributable to noncontrolling interest	(658)		(1,483)		(1,164)		(4,070)
Comprehensive income attributable to ESAB Corporation	$	41,195	$	169,041	$	71,542	$	314,121


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


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


(301)			323-9099
(Registrant’s telephone number, including area code)


	July 3, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	217,491	$	185,863
Trade receivables, less allowance for credit losses of $22,538 and $21,765	554,147		451,298
Inventories, net	581,541		481,765
Prepaid expenses	84,482		66,103
Other current assets	90,802		76,876
Total current assets	1,528,463		1,261,905
Property, plant and equipment, net	389,848		381,876
Goodwill	2,746,209		1,949,702
Intangible assets, net	1,372,088		673,006
Lease assets - right of use	143,382		113,310
Other assets	382,621		386,295
Total assets	$	6,562,611	$	4,766,094

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	5,940	$	2,412
Accounts payable	407,428		360,391
Accrued liabilities	365,639		301,986
Total current liabilities	779,007		664,789
Long-term debt	2,391,350		1,232,540
Other liabilities	808,037		657,236
Total liabilities	3,978,394		2,554,565
Equity:
Preferred stock, $0.001 par value, 20,000,000 shares authorized:
6.50% Series A Mandatory Convertible Preferred Stock, 175,000 shares issued and outstanding at July 3, 2026; no shares issued or outstanding at December 31, 2025	171,097		—
Common stock - $0.001 par value - 600,000,000 shares authorized, 62,167,669 and 60,721,079 shares outstanding as of July 3, 2026 and December 31, 2025, respectively	62		61
Additional paid-in capital	2,049,885		1,904,889
Retained earnings	865,809		800,806
Accumulated other comprehensive loss	(548,172)		(539,716)
Total ESAB Corporation equity	2,538,681		2,166,040
Noncontrolling interest	45,536		45,489
Total equity	2,584,217		2,211,529
Total liabilities and equity	$	6,562,611	$	4,766,094


	Mandatory Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount		Shares	Amount
Balance at December 31, 2025	—	$	—	60,721,079	$	61	$	1,904,889	$	800,806	$	(539,716)	$	45,489	$	2,211,529
Net income	—	—		—	—		—		47,644		—		1,593		49,237
Dividends declared ($0.10 per share)	—	—		—	—		—		(6,107)		—		—		(6,107)
Distributions to noncontrolling owners	—	—		—	—		—		—		—		(1,117)		(1,117)
Other comprehensive loss, net of tax expense of $(2,984)	—	—		—	—		—		—		(17,297)		(1,087)		(18,384)
Common stock-based award activity	—	—		160,478	—		510		—		—		—		510
Balance at April 3, 2026	—	—		60,881,557	61		1,905,399		842,343		(557,013)		44,878		2,235,668
Net income	—	—		—	—		—		32,354		—		1,634		33,988
Dividends declared ($0.12 per share)	—	—		—	—		—		(7,498)		—		—		(7,498)


Other comprehensive income, net of tax benefit of $186	—	—		—	—		—		—		8,841		(976)		7,865
Common stock-based award activity	—	—		31,857	—		4,690		—		—		—		4,690
Issuance of mandatory convertible preferred stock, net	175,000	171,097		—	—		—		—		—		—		171,097
Mandatory convertible preferred stock dividends	—	—		—	—		—		(1,390)		—		—		(1,390)
Issuance of Common stock, net	—	—		1,254,255	1		139,796		—		—		—		139,797
Balance at July 3, 2026	175,000	$	171,097	62,167,669	$	62	$	2,049,885	$	865,809	$	(548,172)	$	45,536	$	2,584,217


Cash and cash equivalents	$	24,673
Trade receivables	60,002
Inventories	49,851

Goodwill	811,409
Intangible assets	735,000

Deferred income taxes	(156,908)
Other, net(1)(2)	(30,013)
	$	1,494,014


	Intangible Asset		Amortization period
	(in thousands)		(years)
Customer relationships	$	563,000	15-20
Trade names	66,000		5-20
Technology	89,000		10
Backlog	17,000		2
	$	735,000


	Six Months Ended July 3, 2026
	Balance at Beginning of Period		Charged to Expense, net		Write-Offs and Deductions		Foreign Currency Translation and Other		Balance at End of Period
	(In thousands)
Allowance for credit losses	$	21,765	$	1,463	$	(2,411)	$	1,721	$	22,538


	July 3, 2026				December 31, 2025
	Current		Noncurrent		Current		Noncurrent
	(In thousands)
Accrued taxes and deferred tax liabilities	$	57,260	$	329,359	$	53,728	$	182,898
Compensation and related benefits	82,042		50,770		68,535		52,706
Asbestos liability	43,069		255,857		42,242		269,829
Contract liabilities	40,691		—		19,663		—
Lease liabilities	26,106		116,101		22,081		88,141
Warranty liability	12,896		—		12,573		—
Third-party commissions	13,798		—		19,371		—
Restructuring liability	12,896		146		17,297		319
Accrued interest	24,166		—		8,570		—

Dividends payable	8,886		—		6,098		—
Other	43,829		55,804		31,828		63,343
	$	365,639	$	808,037	$	301,986	$	657,236


	Six Months Ended July 3, 2026
	Balance at Beginning of Period		Charges		Payments		Foreign Currency Translation and Other		Balance at End of Period
	(In thousands)
Americas:
Termination benefits(1)	$	8,827	$	423	$	(2,245)	$	(75)	$	6,930
Facility closure costs and other(2)	1,677		16,306		(15,686)		—		2,297
Subtotal	10,504		16,729		(17,931)		(75)		9,227
Non-cash charges(2)			10,534
			27,263
EMEA & APAC:
Termination benefits(1)	6,223		136		(3,041)		(31)		3,287
Facility closure costs and other(2)	889		1,079		(1,440)		—		528
Subtotal	7,112		1,215		(4,481)		(31)		3,815
Non-cash charges			—
			1,215

Total	$	17,616	17,944		$	(22,412)	$	(106)	$	13,042
Non-cash charges(2)			10,534
Total Provision			$	28,478


FORM			10-Q


	Six Months Ended
	July 3, 2026		July 4, 2025
Cash flows from operating activities:
Net income	$	83,225	$	137,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other impairment charges	51,736		36,846
Net gain on sale of property, plant and equipment	(60)		(5,703)
Stock-based compensation expense	10,382		9,900
Deferred income tax benefit	(15,183)		(6,761)
Amortization of debt issuance costs	7,304		1,255

Changes in operating assets and liabilities:
Trade receivables, net	(39,541)		(49,161)
Inventories, net	(51,522)		(37,407)
Accounts payable	36,345		23,183
Other operating assets and liabilities	(2,348)		(28,051)
Net cash provided by operating activities	80,338		82,037
Cash flows from investing activities:
Purchases of property, plant and equipment	(31,448)		(16,474)
Proceeds from sale of property, plant and equipment	359		4,732
Acquisitions, net of cash received	(1,469,372)		(86,252)
Other investing	—		(500)
Net cash used in investing activities	(1,500,461)		(98,494)
Cash flows from financing activities:
Proceeds from issuance of Preferred Stock, net	171,097		—

Proceeds from issuance of Common Stock, net	139,796		—

Proceeds from borrowings on Senior Notes	1,000,000		—


Repayments of borrowings on Term Loans	—		(5,000)
Proceeds from borrowings on revolving credit facilities and other	904,267		8,674
Repayments of borrowings on revolving credit facilities and other	(730,816)		—

Payment of debt issuance costs	(17,813)		—

Payment of dividends	(12,201)		(9,729)


	July 3, 2026		December 31, 2025
	(In thousands)
Raw materials	$	218,416	$	173,458
Work in process	49,191		40,033
Finished goods	354,361		307,517
	621,968		521,008
Allowance for excess, slow-moving and obsolete inventory	(40,427)		(39,243)
	$	581,541	$	481,765


	Six Months Ended
	July 3, 2026		July 4, 2025
	(In thousands)
Warranty liability, beginning of period	$	12,573	$	12,794
Accrued warranty expense	4,844		4,428
Changes in estimates related to pre-existing warranties	1,031		697
Cost of warranty service work performed	(5,966)		(6,125)

Foreign exchange translation effect and other	414		1,474
Warranty liability, end of period	$	12,896	$	13,268


	July 3, 2026				December 31, 2025
Designated as Hedging Instruments	Other Liabilities		Other Assets		Other Liabilities		Other Assets
	(In thousands)
Cross-currency swap agreements	$	37,327	$	—	$	48,778	$	—


	July 3, 2026				December 31, 2025
Not Designated as Hedging Instruments	Accrued Liabilities		Other Current Assets		Accrued Liabilities		Other Current Assets
	(In thousands)
Foreign currency contracts	$	835	$	2,543	$	183	$	780


	July 3, 2026								December 31, 2025
	Level One		Level Two		Level Three		Total		Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	20,515	$	—	$	—	$	20,515	$	11,965	$	—	$	—	$	11,965
Foreign currency contracts	—		2,730		—		2,730		—		857		—		857

Deferred compensation plans	—		7,775		—		7,775		—		7,214		—		7,214
	$	20,515	$	10,505	$	—	$	31,020	$	11,965	$	8,071	$	—	$	20,036

Liabilities:
Foreign currency contracts	$	—	$	1,022	$	—	$	1,022	$	—	$	260	$	—	$	260
Cross-currency swap agreements	—		37,327		—		37,327		—		48,778		—		48,778
Deferred compensation plans	—		7,775		—		7,775		—		7,214		—		7,214
	$	—	$	46,124	$	—	$	46,124	$	—	$	56,252	$	—	$	56,252



Expected annualized volatility(1)	32.0	%
Risk-free interest rate(2)	4.4	%
Expected dividend yield	0.6	%
Contractual term	7.0 years


	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension and Other Post-Retirement Benefit Cost		Foreign Currency Translation Adjustment		Net Investment Hedges		Total
	(In thousands)
Balance at December 31, 2025	$	(51,677)	$	(450,325)	$	(37,714)	$	(539,716)
Other comprehensive income (loss) before reclassifications:

Foreign currency translation adjustment	110		(29,642)		6,729		(22,803)
Gain on long-term intra-entity foreign currency transactions	—		5,137		—		5,137

Other comprehensive income (loss) before reclassifications	110		(24,505)		6,729		(17,666)
Amounts reclassified from Accumulated other comprehensive loss(1)	369		—		—		369
Net current period Other comprehensive income (loss)	479		(24,505)		6,729		(17,297)
Balance at April 3, 2026	$	(51,198)	$	(474,830)	$	(30,985)	$	(557,013)
Other comprehensive income before reclassifications:

Foreign currency translation adjustment	47		3,816		2,902		6,765
Gain on long-term intra-entity foreign currency transactions	—		1,994		—		1,994

Other comprehensive income before reclassifications	47		5,810		2,902		8,759
Amounts reclassified from Accumulated other comprehensive loss(1)	82		—		—		82
Net current period Other comprehensive income	129		5,810		2,902		8,841
Balance at July 3, 2026	$	(51,069)	$	(469,020)	$	(28,083)	$	(548,172)


	Three Months Ended July 3, 2026									Six Months Ended July 3, 2026
	Americas			EMEA & APAC			Total			Americas			EMEA & APAC			Total
	(Dollars in millions)(1)
Net income from continuing operations (GAAP)							$	36.4								$	88.2
Income tax expense							11.7									24.8
Interest expense and other, net							30.6									56.2

Operating income (GAAP)	$	22.5		$	56.2		$	78.7		$	57.7		$	111.5		$	169.2

Adjusted to add:
Restructuring and other related charges(2)	18.3			—			18.3			27.3			1.2			28.5
Acquisition-amortization and other related charges(3)	18.2			23.1			41.3			25.9			38.3			64.1
Depreciation and other amortization	4.7			7.6			12.3			9.0			16.5			25.5
Performance option awards compensation expense(4)	0.3			0.4			0.7			0.3			0.4			0.7
Adjusted EBITDA (non-GAAP)	64.0			87.3			151.4			120.0			167.9			287.9
Adjusted EBITDA attributable to Russia (non-GAAP)(5)	—			1.8			1.8			—			2.5			2.5
Core adjusted EBITDA (non-GAAP)	$	64.0		$	85.5		$	149.6		$	120.0		$	165.4		$	285.5
Adjusted EBITDA margin (non-GAAP)	20.3		%	17.8		%	18.7		%	19.9		%	17.7		%	18.5		%
Core adjusted EBITDA margin (non-GAAP)(6)	20.3		%	19.0		%	19.5		%	19.9		%	18.8		%	19.3		%


	Three Months Ended July 4, 2025									Six Months Ended July 4, 2025
	Americas			EMEA & APAC			Total			Americas			EMEA & APAC			Total
	(Dollars in millions)(1)
Net income from continuing operations (GAAP)							$	69.8								$	142.4
Income tax expense							18.3									38.8
Interest expense and other, net							21.0									37.8

Operating income (GAAP)	$	42.4		$	66.7		$	109.1		$	85.7		$	133.3		$	218.9
Adjusted to add:
Restructuring and other related charges(2)	0.5			0.9			1.4			2.2			3.7			5.9
Acquisition-amortization and other related charges(3)	10.0			11.5			21.6			15.7			15.5			31.2
Depreciation and other amortization	3.8			7.6			11.4			7.7			13.6			21.4

Adjusted EBITDA (non-GAAP)	56.8			86.7			143.5			111.3			166.1			277.4
Adjusted EBITDA attributable to Russia (non-GAAP)(4)	—			5.0			5.0			—			11.0			11.0
Core adjusted EBITDA (non-GAAP)	$	56.8		$	81.7		$	138.5		$	111.3		$	155.1		$	266.4
Adjusted EBITDA margin (non-GAAP)	20.1		%	20.0		%	20.1		%	19.8		%	20.0		%	19.9		%
Core adjusted EBITDA margin (non-GAAP)(5)	20.1		%	20.6		%	20.4		%	19.8		%	20.4		%	20.1		%


	Three Months Ended				Six Months Ended
	Core Sales(5)		Change %		Core Sales(5)		Change %
	(Dollars in millions)(1)
For the three and six months ended July 4, 2025	$	678.5			$	1,325.3
Components of Change:
Existing businesses (organic sales)(2)	16.8		2.5	%	9.3		0.7	%
Acquisitions(3)	55.5		8.2	%	98.3		7.4	%
Foreign currency translation(4)	15.5		2.3	%	47.8		3.6	%
Total Core sales growth	87.8		12.9	%	155.4		11.7	%
For the three and six months ended July 3, 2026	$	766.3			$	1,480.8


Exhibit No.			Exhibit Description
3.1			Certificate of Designations of Preferences, Rights and Limitations of Series A Mandatory Convertible Preferred Stock of ESAB Corporation filed on June 1, 2026 (incorporated by reference herein to Exhibit 3.1 to the Company’s Form 8-K filed on June 2, 2026).

4.1			Certificate of Series A Mandatory Convertible Preferred Stock (incorporated by reference herein to Exhibit 4.1 to the Company’s Form 8-K filed on June 2, 2026).

10.1			Registration Rights Agreement among the Company and purchasers of Common Shares (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 8-K filed on June 2, 2026).

10.2			Registration Rights Agreement among the Company and purchasers of Series A Mandatory Convertible Preferred Stock (incorporated by reference herein to Exhibit 10.2 to the Company’s Form 8-K filed on June 2, 2026).

10.3#			Form of Performance Non-Qualified Stock Option Agreement (incorporated by reference herein to Exhibit 10.1 to the Company’s Form 8-K filed on June 12, 2026).

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			Inline XBRL Taxonomy Extension Schema Document.

101.CAL			Inline XBRL Extension Calculation Linkbase Document.

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104			Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended July 3, 2026 is formatted in Inline XBRL (included as Exhibit 101).


1.			I have reviewed this quarterly report on Form 10-Q of ESAB Corporation;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			(c)			Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			(d)			Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Shyam P. Kambeyanda
Shyam P. Kambeyanda President and Chief Executive Officer (Principal Executive Officer)