IV. FUNDAMENTOS JURÍDICOS
4. ESTRATEGIA PROCESAL RECOMENDADA
in the Consolidated Financial Statements or notes thereto.
3. Exhibits
Incorporated by Reference Exhibit
Number Exhibit Description Form File No.
Exhibit
Number Filing Date 3.1 Amended and Restated Certificate of
Incorporation
10-Q No. 000-09992 3.1 May 14, 1997
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation
10-Q No. 000-09992 3.1 February 14, 2001
3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company effective as of
November 8, 2012
8-K No. 000-09992 3.1 November 13, 2012
3.4 Amended and Restated Bylaws of the Company effective as of November 7, 2012
8-K No. 000-09992 3.2 November 13, 2012
4.1 Indenture dated as of May 2, 2008 between the Company and Wells Fargo Bank, N.A., as trustee
Incorporated by Reference Exhibit
Number Exhibit Description Form File No.
Exhibit
Number Filing Date 4.2 Form of 6.900% Senior Notes Due 2018
(included in Exhibit 4.1)
8-K No. 000-09992 4.2 May 6, 2008
10.1 1998 Outside Director Option Plan* S-8 No. 333-68423 10.1 December 4, 1998
10.2 Form of Option Agreement under 1998 Outside Director Option Plan*
8-K No. 000-09992 10.1 October 18, 2004
10.3 2000 Nonstatutory Stock Option Plan (as amended August 2, 2002)*
S-8 No. 333-100166 10.3 September 27, 2002
10.4 2004 Equity Incentive Plan (as amended and restated)*
8-K No. 000-09992 10.46 October 8, 2009
10.5 Rules of the Company’s 2004 Equity Incentive Plan for the Grant of Restricted Stock Units to Participants in France*
10-Q No. 000-09992 10.50 January 30, 2009
10.6 Notice of Grant of Restricted Stock Units* 10-Q No. 000-09992 10.18 May 4, 2006
10.7 Option Grant Notification Form* 8-K No. 000-09992 10.1 September 29, 2005
10.8 Form of Restricted Stock Unit Award Notification (Performance-Vesting)*
8-K No. 000-09992 10.19 September 20, 2006
10.9 Form of Restricted Stock Unit Award Notification (Performance-Vesting) (approved August 2012)*
8-K No. 000-09992 10.2 August 2, 2012
10.10 Form of Restricted Stock Unit Award Notification (Service-Vesting)*
10-K No. 000-09992 10.17 August 7, 2008
10.11 Form of Restricted Stock Unit Award Notification (Service-Vesting) (approved August 2012)*
8-K No. 000-09992 10.1 August 2, 2012
10.12 Form of Restricted Stock Unit Agreement*
8-K No. 000-09992 10.20 September 20, 2006
10.13 Form of Restricted Stock Unit Agreement for U.S. Employees (approved December 2008)*
10-Q No. 000-09992 10.44 January 30, 2009
10.14 Form of Restricted Stock Unit Agreement for French Participants (approved December 2008)*
10-Q No. 000-09992 10.45 January 30, 2009
10.15 Form of Restricted Stock Unit Agreement for Non-U.S. Employees (approved December 2008)*
10-Q No. 000-09992 10.46 January 30, 2009
10.16 Form of Stock Option Amendment and Special Bonus Agreement (with Chief Executive Officer)*
8-K No. 000-09992 99.1 January 5, 2007
10.17 Form of Stock Option Amendment and Special Bonus Agreement*
Incorporated by Reference Exhibit
Number Exhibit Description Form File No.
Exhibit
Number Filing Date 10.18 Amended and Restated 1997 Employee
Stock Purchase Plan (as amended February 11, 2011)*
10-Q No. 000-09992 10.47 April 29, 2011
10.19 Amended and Restated 1997 Employee Stock Purchase Plan (as amended February 7, 2013)*
10-Q No. 000-09992 10.46 April 26, 2013
10.20 KLA Instruments Corporation Restated 1982 Stock Option Plan (as amended November 18, 1996)*
S-8 No. 333-22941 10.74 March 7, 1997
10.21 Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(1) (1) (1) (1)
10.22 Amendment No. 1 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(2) (2) (2) (2)
10.23 Amendment No. 2 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(3) (3) (3) (3)
10.24 Amendment No. 3 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(4) (4) (4) (4)
10.25 Amendment No. 4 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(5) (5) (5) (5)
10.26 ADE Corporation’s 1995 Stock Option Plan*
(6) (6) (6) (6)
10.27 ADE Corporation 1997 Employee Stock Option Plan*
(7) (7) (7) (7)
10.28 Amendment to ADE Corporation’s 1997 Employee Stock Option Plan dated April 7, 1999*
(8) (8) (8) (8)
10.29 ADE Corporation’s 2000 Employee Stock Option Plan (as amended)*
(9) (9) (9) (9)
10.30 Form of Indemnification Agreement for Directors and Executive Officers*
10-K No. 000-09992 10.3 September 29, 1997
10.31 KLA-Tencor Corporation Performance Bonus Plan*
DEF 14A No. 000-09992 App. B September 24, 2009 10.32 Fiscal Year 2011 Performance Bonus
Plan *+
10-Q No. 000-09992 10.45 October 28, 2010
10.33 Fiscal Year 2012 Executive Incentive Plan*+
10-Q No. 000-09992 10.43 October 27, 2011
10.34 Fiscal Year 2013 Executive Incentive Plan*+
10-Q No. 000-09992 10.41 October 26, 2012
10.35 Executive Deferred Savings Plan (as amended and restated effective November 2, 2011)*
Incorporated by Reference Exhibit
Number Exhibit Description Form File No.
Exhibit
Number Filing Date 10.36 Executive Deferred Savings Plan (as
amended and restated effective February 8, 2012)*
10-Q No. 000-09992 10.45 April 27, 2012
10.37 Executive Deferred Savings Plan (as amended and restated effective November 7, 2012)*
10-Q No. 000-09992 10.42 January 25, 2013
10.38 Executive Severance Plan (as amended and restated November 8, 2012)*
10-Q No. 000-09992 10.43 January 25, 2013
10.39 2010 Executive Severance Plan (as amended and restated November 7, 2012)*
10-Q No. 000-09992 10.44 January 25, 2013
10.40 Agreement by and between the Company and Ben Tsai (as amended and restated)*
10-K No. 000-09992 10.26 January 29, 2007
10.41 Letter Agreement by and between the Company and Brian M. Martin*
10-Q No. 000-09992 10.28 May 7, 2007
10.42 Letter Agreement by and between the Company and Mark Dentinger*
10-Q No. 000-09992 10.43 October 31, 2008
12.1 Computation of Ratio of Earnings to Fixed Charges
21.1 List of Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934
32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Denotes a management contract, plan or arrangement
+ Confidential treatment has been requested as to a portion of this exhibit.
(1) Incorporated by reference to Exhibit 10.22 to Therma-Wave, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000 (Commission File No. 000-26911).
(2) Incorporated by reference to Exhibit 99.2 to Therma-Wave, Inc.’s Registration Statement on Form S-8, filed February 22, 2002 (Commission File No. 333-83282).
(3) Incorporated by reference to Exhibit 99.1 to Therma-Wave, Inc.’s Current Report on Form 8-K, filed August 27, 2004 (Commission File No. 000-26911).
(4) Incorporated by reference to Exhibit 99.2 to Therma-Wave, Inc.’s Current Report on Form 8-K, filed August 27, 2004 (Commission File No. 000-26911).
(5) Incorporated by reference to Exhibit 10.21 to Therma-Wave, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 3, 2005 (Commission File No. 000-26911).
(6) Incorporated by reference to Exhibit 10.2 to ADE Corporation’s Annual Report on Form 10-K for the fiscal year ended April 30, 2006 (Commission File No. 000-26714).
(7) Incorporated by reference to Exhibit 10.3 to ADE Corporation’s Annual Report on Form 10-K for the fiscal year ended April 30, 1999 (Commission File No. 000-26714).
(8) Incorporated by reference to Exhibit 4.3 to ADE Corporation’s Registration Statement on Form S-8, filed February 18, 1998 (Commission File No. 333-46505).
(9) Incorporated by reference to Exhibit 10.4 to ADE Corporation’s Registration Statement on Form S-1 (Commission File No. 33-96408).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
KLA-Tencor Corporation
August 8, 2013 By: /S/ RICHARDP. WALLACE
(Date) Richard P. Wallace
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/S/ RICHARDP. WALLACE
Richard P. Wallace
President, Chief Executive Officer and Director (principal executive officer)
August 8, 2013
/S/ MARKP. DENTINGER
Mark P. Dentinger
Executive Vice President and Chief Financial Officer (principal financial officer)
August 8, 2013
/S/ VIRENDRAA. KIRLOSKAR
Virendra A. Kirloskar
Senior Vice President and Chief Accounting Officer (principal accounting officer)
August 8, 2013
/S/ EDWARDW. BARNHOLT
Edward W. Barnholt
Chairman of the Board and Director August 8, 2013 /S/ ROBERTT. BOND Robert T. Bond Director August 8, 2013 /S/ ROBERTM. CALDERONI Robert M. Calderoni Director August 8, 2013 /S/ JOHNT. DICKSON John T. Dickson Director August 8, 2013 /S/ EMIKOHIGASHI Emiko Higashi Director August 8, 2013 /S/ STEPHENP. KAUFMAN Stephen P. Kaufman Director August 8, 2013 /S/ KEVINJ. KENNEDY Kevin J. Kennedy Director August 8, 2013 /S/ KIRANM. PATEL Kiran M. Patel Director August 8, 2013 /S/ DAVIDC. WANG David C. Wang Director August 8, 2013
SCHEDULE II
Valuation and Qualifying Accounts
(In thousands) Balance at Beginning of Period Charged to Expense Deductions/ Adjustments Balance at End of Period Fiscal Year Ended June 30, 2011:
Allowance for Doubtful Accounts . . . $31,874 $— $ (9,768) $22,106 Allowance for Deferred Tax Assets . . . $44,184 $— $(13,462) $30,722 Fiscal Year Ended June 30, 2012:
Allowance for Doubtful Accounts . . . $22,106 $300 $ (79) $22,327 Allowance for Deferred Tax Assets . . . $30,722 $— $ 9,757 $40,479 Fiscal Year Ended June 30, 2013:
Allowance for Doubtful Accounts . . . $22,327 $— $ (192) $22,135 Allowance for Deferred Tax Assets . . . $40,479 $— $ 16,618 $57,097
KLA-TENCOR CORPORATION EXHIBIT INDEX
Exhibit
Number Exhibit Description
Incorporated by Reference Form File No.
Exhibit
Number Filing Date 3.1 Amended and Restated Certificate of
Incorporation
10-Q No. 000-09992 3.1 May 14, 1997
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation
10-Q No. 000-09992 3.1 February 14, 2001
3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company effective as of November 8, 2012
8-K No. 000-09992 3.1 November 13, 2012
3.4 Amended and Restated Bylaws of the Company effective as of November 7, 2012
8-K No. 000-09992 3.2 November 13, 2012
4.1 Indenture dated as of May 2, 2008 between the Company and Wells Fargo Bank, N.A., as trustee
8-K No. 000-09992 4.1 May 6, 2008
4.2 Form of 6.900% Senior Notes Due 2018 (included in Exhibit 4.1)
8-K No. 000-09992 4.2 May 6, 2008
10.1 1998 Outside Director Option Plan* S-8 No. 333-68423 10.1 December 4, 1998
10.2 Form of Option Agreement under 1998 Outside Director Option Plan*
8-K No. 000-09992 10.1 October 18, 2004
10.3 2000 Nonstatutory Stock Option Plan (as amended August 2, 2002)*
S-8 No. 333-100166 10.3 September 27, 2002 10.4 2004 Equity Incentive Plan (as amended and
restated)*
8-K No. 000-09992 10.46 October 8, 2009 10.5 Rules of the Company’s 2004 Equity
Incentive Plan for the Grant of Restricted Stock Units to Participants in France*
10-Q No. 000-09992 10.50 January 30, 2009
10.6 Notice of Grant of Restricted Stock Units* 10-Q No. 000-09992 10.18 May 4, 2006
10.7 Option Grant Notification Form* 8-K No. 000-09992 10.1 September 29, 2005
10.8 Form of Restricted Stock Unit Award Notification (Performance-Vesting)*
8-K No. 000-09992 10.19 September 20, 2006 10.9 Form of Restricted Stock Unit Award
Notification (Performance-Vesting) (approved August 2012)*
8-K No. 000-09992 10.2 August 2, 2012
10.10 Form of Restricted Stock Unit Award Notification (Service-Vesting)*
10-K No. 000-09992 10.17 August 7, 2008 10.11 Form of Restricted Stock Unit Award
Notification (Service-Vesting) (approved August 2012)*
8-K No. 000-09992 10.1 August 2, 2012
Exhibit
Number Exhibit Description
Incorporated by Reference Form File No.
Exhibit
Number Filing Date 10.13 Form of Restricted Stock Unit Agreement for
U.S. Employees (approved December 2008)*
10-Q No. 000-09992 10.44 January 30, 2009 10.14 Form of Restricted Stock Unit Agreement for
French Participants (approved December 2008)*
10-Q No. 000-09992 10.45 January 30, 2009
10.15 Form of Restricted Stock Unit Agreement for Non-U.S. Employees (approved December 2008)*
10-Q No. 000-09992 10.46 January 30, 2009
10.16 Form of Stock Option Amendment and Special Bonus Agreement (with Chief Executive Officer)*
8-K No. 000-09992 99.1 January 5, 2007
10.17 Form of Stock Option Amendment and Special Bonus Agreement*
8-K No. 000-09992 99.1 November 13, 2007 10.18 Amended and Restated 1997 Employee Stock
Purchase Plan (as amended February 11, 2011)*
10-Q No. 000-09992 10.47 April 29, 2011
10.19 Amended and Restated 1997 Employee Stock Purchase Plan (as amended February 7, 2013)*
10-Q No. 000-09992 10.46 April 26, 2013 10.20 KLA Instruments Corporation’s Restated 1982
Stock Option Plan (as amended November 18, 1996)*
S-8 No. 333-22941 10.74 March 7, 1997
10.21 Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(1) (1) (1) (1)
10.22 Amendment No. 1 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(2) (2) (2) (2)
10.23 Amendment No. 2 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(3) (3) (3) (3)
10.24 Amendment No. 3 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(4) (4) (4) (4)
10.25 Amendment No. 4 to Therma-Wave, Inc.’s 2000 Equity Incentive Plan*
(5) (5) (5) (5)
10.26 ADE Corporation’s 1995 Stock Option Plan* (6) (6) (6) (6)
10.27 ADE Corporation’s 1997 Employee Stock Option Plan*
(7) (7) (7) (7)
10.28 Amendment to ADE Corporation’s 1997 Employee Stock Option Plan dated April 7, 1999*
(8) (8) (8) (8)
10.29 ADE Corporation’s 2000 Employee Stock Option Plan (as amended)*
(9) (9) (9) (9)
10.30 Form of Indemnification Agreement for Directors and Executive Officers*
Exhibit
Number Exhibit Description
Incorporated by Reference Form File No.
Exhibit
Number Filing Date 10.31 KLA-Tencor Corporation Performance
Bonus Plan*
DEF 14A No. 000-09992 App. B September 24, 2009 10.32 Fiscal Year 2011 Performance Bonus
Plan *+
10-Q No. 000-09992 10.45 October 28, 2010 10.33 Fiscal Year 2012 Executive Incentive
Plan*+
10-Q No. 000-09992 10.43 October 27, 2011 10.34 Fiscal Year 2013 Executive Incentive
Plan*+
10-Q No. 000-09992 10.41 October 26, 2012 10.35 Executive Deferred Savings Plan (as
amended and restated effective November 2, 2011)*
10-Q No. 000-09992 10.44 January 27, 2012
10.36 Executive Deferred Savings Plan (as amended and restated effective February 8, 2012)*
10-Q No. 000-09992 10.45 April 27, 2012
10.37 Executive Deferred Savings Plan (as amended and restated effective November 7, 2012)*
10-Q No. 000-09992 10.42 January 25, 2013
10.38 Executive Severance Plan (as amended and restated November 8, 2012)*
10-Q No. 000-09992 10.43 January 25, 2013 10.39 2010 Executive Severance Plan (as
amended and restated November 7, 2012)*
10-Q No. 000-09992 10.44 January 25, 2013 10.40 Agreement by and between the Company
and Ben Tsai (as amended and restated)*
10-K No. 000-09992 10.26 January 29, 2007 10.41 Letter Agreement by and between the
Company and Brian M. Martin*
10-Q No. 000-09992 10.28 May 7, 2007
10.42 Letter Agreement by and between the Company and Mark Dentinger*
10-Q No. 000-09992 10.43 October 31, 2008 12.1 Computation of Ratio of Earnings to Fixed
Charges
21.1 List of Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer under Rule 13a-14(a) of the Securities Exchange Act of 1934
32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
Exhibit
Number Exhibit Description
Incorporated by Reference Form File No.
Exhibit
Number Filing Date
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label
Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Denotes a management contract, plan or arrangement.
+ Confidential treatment has been requested as to a portion of this exhibit.
(1) Incorporated by reference to Exhibit 10.22 to Therma-Wave, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000 (Commission File No. 000-26911).
(2) Incorporated by reference to Exhibit 99.2 to Therma-Wave, Inc.’s Registration Statement on Form S-8, filed February 22, 2002 (Commission File No. 333-83282).
(3) Incorporated by reference to Exhibit 99.1 to Therma-Wave, Inc.’s Current Report on Form 8-K, filed August 27, 2004 (Commission File No. 000-26911).
(4) Incorporated by reference to Exhibit 99.2 to Therma-Wave, Inc.’s Current Report on Form 8-K, filed August 27, 2004 (Commission File No. 000-26911).
(5) Incorporated by reference to Exhibit 10.21 to Therma-Wave, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 3, 2005 (Commission File No. 000-26911).
(6) Incorporated by reference to Exhibit 10.2 to ADE Corporation’s Annual Report on Form 10-K for the fiscal year ended April 30, 2006 (Commission File No. 000-26714).
(7) Incorporated by reference to Exhibit 10.3 to ADE Corporation’s Annual Report on Form 10-K for the fiscal year ended April 30, 1999 (Commission File No. 000-26714).
(8) Incorporated by reference to Exhibit 4.3 to ADE Corporation’s Registration Statement on Form S-8, filed February 18, 1998 (Commission File No. 333-46505).
(9) Incorporated by reference to Exhibit 10.4 to ADE Corporation’s Registration Statement on Form S-1 (Commission File No. 33-96408).
EXHIBIT 31.1 Certification of Chief Executive Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard P. Wallace, certify that:
1. I have reviewed this Annual Report on Form 10-K of KLA-Tencor 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(s) 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
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(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.
August 8, 2013 /s/ RICHARDP. WALLACE
(Date) Richard P. Wallace
President and Chief Executive Officer (Principal Executive Officer)
EXHIBIT 31.2 Certification of Chief Financial Officer
Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark P. Dentinger, certify that:
1. I have reviewed this Annual Report on Form 10-K of KLA-Tencor 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(s) 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
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the