UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended April 30, 2011

or

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

Commission file no: 1-9389

C&D TECHNOLOGIES, INC.

Delaware	13-3314599
(State of incorporation)	(IRS employer identification no.)

1400 Union Meeting Road

Blue Bell, PA 19422

(Address of principal executive offices)

Telephone Number: (215) 619-2700

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	x

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

At April 30, 2011, 15,196,563 shares of common stock, $0.01 par value, of the registrant were outstanding.

C&D TECHNOLOGIES, INC.

AND SUBSIDIARIES

FORM 10-Q

INDEX

Part I	FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Consolidated Balance Sheets – April 30, 2011 and January 31, 2011	3
	Consolidated Statements of Operations – Three Months Ended April 30, 2011 and 2010	5
	Consolidated Statements of Cash Flows – Three Months Ended April 30, 2011 and 2010	6
	Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended April 30, 2011 and 2010	7
	Notes to Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4	Controls and Procedures	28
Part II	OTHER INFORMATION
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6	Exhibits	30
SIGNATURES		31
EXHIBIT INDEX		32

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

(UNAUDITED)

	April 30, 2011		January 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	5,456	$	3,708
Restricted cash		120		—
Accounts receivable, less allowance for doubtful accounts of $830 and $981		63,009		61,188
Inventories		79,601		80,772
Deferred taxes		257		251
Other current assets		4,424		4,508
Total current assets		152,867		150,427
Property, plant and equipment, net		86,636		86,891
Deferred income taxes		250		249
Intangible and other assets, net		13,455		13,726
TOTAL ASSETS	$	253,208	$	251,293
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	2,607	$	2,596
Accounts payable		35,366		39,477
Accrued liabilities		12,861		13,847
Deferred income taxes		27		97
Deferred revenue		2,489		3,588
Other current liabilities		6,482		5,955
Total current liabilities		59,832		65,560
Deferred income taxes		99		98
Long-term debt		39,041		32,934
Long-term debt - related party		20,000		20,000
Other liabilities		39,831		39,169
Total liabilities		158,803		157,761

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 par value)

(UNAUDITED)

	April 30, 2011			January 31, 2011
Commitments and contingencies (see Note 9)
Equity:
Common stock, $.01 par value, 25,000,000 shares authorized; 15,306,936 and 15,306,915 shares issued and 15,196,563 and 15,196,542 outstanding at April 30, 2011 and January 31, 2011, respectively		153			153
Additional paid-in capital		202,581			202,350
Treasury stock, at cost, 110,373 and 110,373 shares, respectively		(39,200	)		(39,200	)
Accumulated other comprehensive loss		(42,661	)		(43,489	)
Accumulated deficit		(39,105	)		(38,480	)
Total stockholders’ equity attributable to C&D Technologies, Inc.		81,768			81,334
Noncontrolling interest		12,637			12,198
Total equity		94,405			93,532
TOTAL LIABILITIES AND EQUITY	$	253,208		$	251,293

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 April 30,
	2011			2010
NET SALES	$	88,311		$	84,703
COST OF SALES		75,507			74,725
GROSS PROFIT		12,804			9,978
OPERATING EXPENSES:
Selling, general and administrative expenses		10,435			9,222
Research and development expenses		1,595			1,788
OPERATING INCOME (LOSS)		774			(1,032	)
Interest expense, net		1,231			3,348
Other (income) expense, net		(120	)		736
LOSS BEFORE INCOME TAXES		(337	)		(5,116	)
Income tax provision		66			394
NET LOSS		(403	)		(5,510	)
Net income attributable to noncontrolling interests		222			94
NET LOSS ATTRIBUTABLE TO C&D TECHNOLOGIES, INC.	$	(625	)	$	(5,604	)
Loss per share:
Basic and Diluted:
Net loss	$	(0.04	)	$	(5.42	)

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)

	Three months ended April 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(403	)	$	(5,510	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		231			230
Depreciation and amortization		2,556			2,614
Amortization of debt acquisition and discount costs		132			1,274
Deferred income taxes		(72	)		384
Changes in assets and liabilities:
Accounts receivable, net		(1,030	)		(3,798	)
Inventories		1,766			1,871
Other current assets		136			(563	)
Accounts payable		(5,313	)		(1,199	)
Accrued liabilities		(988	)		776
Book overdraft		835			(3,015	)
Income taxes payable		(119	)		39
Other current liabilities		(871	)		557
Other liabilities		1,463			638
Other long-term assets		(21	)		(38	)
Other, net		(1,099	)		(189	)
Net cash used in continuing operating activities		(2,797	)		(5,929	)
Net cash used in discontinued operating activities		—			(7	)
Net cash used in operating activities		(2,797	)		(5,936	)
Cash flows from investing activities:
Acquisition of property, plant and equipment		(1,311	)		(3,871	)
(Increase) decrease in restricted cash		(120	)		47
Net cash used in investing activities		(1,431	)		(3,824	)
Cash flows from financing activities:
Borrowings on line of credit facility		21,052			29,288
Repayments on line of credit facility		(15,092	)		(37,551	)
Repayment of debt		(25	)		(66	)
Proceeds from new borrowings		15			20,083
Financing cost of long term debt		(106	)		(1,771	)
Net cash provided by financing activities		5,844			9,983
Effect of exchange rate changes on cash and cash equivalents		132			6
Increase in cash and cash equivalents		1,748			229
Cash and cash equivalents, beginning of period		3,708			2,700
Cash and cash equivalents, end of period	$	5,456		$	2,929

The accompanying notes are an integral part of these statements.

6

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands, except per share data)

(UNAUDITED)

	Three months ended April 30,
	2011			2010
NET LOSS	$	(403	)	$	(5,510	)
Other comprehensive income (loss), net of tax:
Net unrealized (loss) gain on derivative instruments		(533	)		265
Pension liability adjustment		803			548
Foreign currency translation adjustments		775			(44	)
Total comprehensive income (loss)		642			(4,741	)
Comprehensive income attributable to noncontrolling interests		(439	)		(95	)
Total comprehensive income (loss) attributable to C&D Technologies, Inc.	$	203		$	(4,836	)

The accompanying notes are an integral part of these statements.

7

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(UNAUDITED)

1. 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 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 Fiscal Year Ended January 31, 2011 Annual Report on Form 10-K, filed on May 2, 2011.

On December 21, 2010, the Company filed a previously approved Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $.01 per share (“Common Stock”) from 75,000,000 to 600,000,000 and to effect a forward stock split, by which each outstanding share of Common Stock were combined and reclassified into 1.37335 shares of Common Stock, such ratio having been determined by the Board of Directors of the Company. As a result of the forward stock split, the issued and outstanding shares of Common Stock were increased on a basis of 1.37335 shares for every one share outstanding.

On January 31, 2011, the holder of a majority of our outstanding Common Stock approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) effect a reverse stock split of the issued and outstanding and treasury Common Stock of the Company, at a reverse stock split ratio of 1-for-35 and (ii) decrease the number of authorized shares of the Company’s Common Stock from 600,000,000 to 25,000,000. The reverse stock split was effective on March 14, 2011. As a result of the reverse stock split, the issued and outstanding shares of Common Stock were decreased on a basis of one share for every thirty-five shares outstanding. All of the stock related information including issued and outstanding Common Stock, stock options, restricted stock, performance stock and loss per share for all periods presented was initially adjusted retrospectively to reflect the forward stock split and has since been adjusted retrospectively to reflect the reverse stock split.

In the fourth quarter of fiscal year 2010, the Company revised the useful lives of certain machinery and equipment assets to more accurately reflect expected useful lives. These assets which were being depreciated over a term of 3 – 10 years are now being depreciated over a term of 3 – 15 years. As a result, for the quarter ended April 30, 2011 and 2010 depreciation expense included as cost of sales was reduced by approximately $300 and $450, respectively. The net impact of this change in estimate for the quarter ended April 30, 2011 and 2010 were a reduction of basic and fully diluted loss per shares of approximately $0.02 and $0.44, respectively.

2. STOCK-BASED COMPENSATION

The Company granted stock option awards of 1,135,500 shares and 0 shares during the three months ended April 30, 2011 and 2010, respectively. The Company recorded $231 and $108 of stock compensation related to stock option awards in its unaudited consolidated statement of operations for the three months ended April 30, 2011 and 2010, respectively. The impact on loss per share for the three months ended April 30, 2011 and 2010 was $0.02 and $0.10, respectively.

The Company did not grant any restricted stock awards or performance shares during the three months ended April 30, 2011 and 2010. Compensation expense associated with restricted stock in the three months ended April 30, 2011 and 2010 was $0 and $122, respectively.

8

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

The following table summarizes information about the stock options outstanding at April 30, 2011:

					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
$	8.00	-	$	8.21		1,135,500		6.9 Years	$	8.20		0		6.9 Years	$	8.20
$	33.13	-	$	38.99		26,089		4.8 Years	$	35.99		26,089		4.8 Years	$	35.99
$	53.52	-	$	53.52		196		6.0 Years	$	53.52		196		6.0 Years	$	53.52
$	108.31	-	$	160.56		17,128		4.5 Years	$	140.02		17,128		4.5 Years	$	140.02
$	173.55	-	$	232.42		11,630		4.7 Years	$	196.80		11,630		4.7 Years	$	196.80
$	249.75	-	$	363.93		2,707		4.1 years	$	256.37		2,707		4.1 Years	$	256.37
$	408.27	-	$	565.26		6,652		1.9 Years	$	471.45		6,652		1.9 Years	$	471.45
$	681.98	-	$	891.98		747		0.2 Years	$	681.99		747		0.2 Years	$	681.99
						1,200,649		6.8 Years	$	16.07		65,149		4.3 Years	$	153.13

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 adjusted historical volatility of the Company’s stock. Historical volatility has been adjusted to more accurately reflect the expected volatility over the vesting terms. The Company uses the shortcut method to determine the expected life assumption.

The fair value of stock options granted during the three months ended April 30, 2011 was estimated on the grant date using the Black-Scholes option pricing model with the following average assumptions.

Three months ended April 30,	2011
Risk-free interest rate		1.76% - 2.32	%
Dividend yield		0	%
Volatility factor		67.7% - 75.2	%
Expected lives		4.5 - 5.25 Years

3. NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Guidance

There were no standards issued that are expected to have any effect on the Company’s financial statements.

9

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

4. INVENTORIES

Inventories consisted of the following:

	April 30, 2011		January 31, 2011
Raw materials	$	21,533	$	20,630
Work-in-process		25,029		22,488
Finished goods		33,039		37,654
Total	$	79,601	$	80,772

5. DEBT

Debt consisted of the following:

	April 30, 2011		January 31, 2011
Credit Facility:
Line of Credit Facility, maximum commitment of $75,000 at April 30, 2011 and January 31, 2011; availability is determined by a borrowing base calculation (includes $20,000 related party loan)	$	50,455	$	44,495
Convertible Senior Notes 2005; due 2025, bears interest at 5.25% net of unamortized discounts of $87 and $95, respectively*		727		719
Convertible Senior Notes 2006; due 2026, bears interest at 5.5%*		1,240		1,240
China Line of Credit; Maximum commitment of 82,000 RMB (approximately $12,636 and $12,415 and with an effective interest rate of 5.18% and 5.18% as of April 30, 2011 and January 31, 2011, respectively)		9,092		8,933
Capital leases		134		143
Total debt		61,648		55,530
Less current portion		2,607		2,596
Total long-term portion	$	59,041	$	52,934

* These notes have been classified as current liabilities since the delisting of the Company’s stock by the New York Stock Exchange constituted a fundamental change under the convertible note agreements and as a result of the Company’s decision to forgo interest payments on the Notes in November 2010. In May 2011, the Company made all outstanding interest payments due on the Notes.

Credit Facility

At April 30, 2011, the Company has a $75,000 principal amount Credit Facility. The Credit Facility consists of (1) an approximately three-year senior revolving line of credit which does not expire until December 22, 2013 (as adjusted by the third amendment to the Credit Agreement described below) with a maximum borrowing capacity of $55,000, determined by a borrowing base calculation and (2) a $20,000 term loan as discussed further below. The availability under the revolving line of credit portion of the Credit Facility is determined by a borrowing base, is collateralized by a first lien on certain assets and bears interest at LIBOR plus 2.50% to 3.00% (as adjusted by the third amendment to the Credit Agreement described below) or Prime plus 1.00% to 1.50% (as adjusted by the third amendment to the Credit Agreement described below) with the rate premium based on the amount outstanding and quarterly average excess availability. As of April 30, 2011, $50,455 was funded under the revolving line of credit portion of the Credit Facility and term loan and $4,667 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.

10

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

In April 2010, the Company completed an Amended and Restated Credit Facility Agreement (the “Credit Agreement”). Also, in April 2010, the Company completed a first amendment (“Amendment 1”) to the Credit Agreement. Amendment 1 provided for the addition of a $20,000 term loan tranche that effectively increased the Credit Facility from $55,000 to $75,000. All obligations under the term loan tranche are secured by a first priority lien on all of the Company’s personal property, as well as that of certain of its subsidiaries, as the guarantor, along with certain of its real estate. Repayment of the indebtedness under the term loan tranche is subordinate to the repayment of indebtedness owed under the revolving credit line portion of the Credit Facility. The term loan tranche is payable on December 22, 2013. The term loan tranche bears interest at the rate of 11.0 percent (as adjusted by the third amendment to the Credit Agreement) plus the greater of (i) LIBOR and (ii) 3 percent. The term loan tranche of the credit facility is subject to the same customary affirmative and negative covenants, as well as financial covenants, as stated in the Credit Agreement. In addition, the Company has a requirement to maintain minimum excess availability under the Credit Agreement of $7,500 for periods prior to August 1, 2011 and $10,000 for periods after August 1, 2011. Proceeds from the term loan tranche will be utilized to pay down the revolving credit line facility tranche and for general corporate purposes.

On December 14, 2010, the original term loan lender, Ableco, L.L.C. assigned all of its rights and obligations under the Loan agreement in respect to this $20,000 term loan tranche to Silver Oak Capital, L.L.C. an affiliate of Angelo Gordon & Co., L.P. (“AG”) a related party of C&D Technologies, Inc. (See Note 16 for additional information).

The Credit Agreement, as amended, continues to require the Company to maintain a minimum fixed charge coverage ratio of 1.1:1.0 on a consolidated basis which becomes applicable only if the availability under the revolving credit line tranche falls below $7,500 prior to August 1, 2011 adjusting to $10,000 thereafter.

In December 2010, the Company completed a second amendment (“Amendment 2”) to the Credit Agreement. This amendment reduced the availability block from $10,000 to $0. In December 2010, the Company completed a third amendment to the Credit Facility. This amendment adjusted the interest rates on the facility adjusting the rate on the Credit Facility and term loan tranches to the rates described above, removing the EBITDA requirements from Amendment 1, revising the availability block to $7,500 for periods prior to August 1, 2011 and $10,000 for periods after August 1, 2011. In addition, the maturity date of the Credit Facility and related term loan tranche were extended to December 22, 2013.

As of April 30, 2011 and January 31, 2011, the Company was in compliance with its financial covenants. The agreement restricts payments including dividends and Treasury Stock purchases to no more than $250 for Treasury Stock purchases in any one calendar year and $1,750 for dividends for any one calendar year subject to adjustments of up to $400 per year in the case of the conversion of debt to stock per the terms of the indenture governing the 2005 Notes. These restricted payments can only occur with prior notice to the lenders and provided that there is a minimum of $30,000 in excess availability for a period of thirty days prior to the dividend.

The Credit Agreement includes a material adverse change clause which defines an event of default as a material adverse change in the business, assets or prospects. Company lenders could claim a breach under the material adverse change covenant or the cross-default provisions under the Credit Agreement under certain circumstances. An interpretation of events as a material adverse change or any breach of the covenants in the Credit Agreement or the indentures governing the 2005 Notes and 2006 Notes could cause a default under the Credit Agreement and other debt (including the 2005 Notes and 2006 Notes), which would restrict the Company’s ability to borrow under the Credit Agreement, thereby significantly impacting liquidity. The Credit Agreement was amended to waive any default due to the change in control and as a result of any defaults that have or continue to occur under the Indentures governing the 2005 Notes and 2006 Notes.

11

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

Convertible Senior Notes 2005

In fiscal year 2011, the Company issued approximately 8,398,237 shares of Common Stock in exchange for $74,186 aggregate principal amount of the 2005 Notes plus accrued interest. As a result, $727 of the principal amount remains outstanding as of April 30, 2011, net of $87 of unamortized discounts.

On November 21, 2005, the Company completed the private placement of $75,000 aggregate principal amount of 5.25% Convertible Senior Notes Due 2025 (“2005 Notes”) which raised proceeds of approximately $72,300, net of $2,700 in issuance costs. These costs are being amortized to interest expense over seven years based on the date that holders can exercise their first put option.

The 2005 Notes mature on November 1, 2025 and require semi-annual interest payments at 5.25% per annum on the principal amount outstanding. Prior to maturity the holders may convert their 2005 Notes into shares of the Company’s Common Stock under certain circumstances. The conversion rate is 4.6326 shares per $1 principal amount of 2005 Notes, which is equivalent to a conversion price of approximately $215.86 per share. At any time between November 1, 2010 and November 1, 2012, the Company may at its option redeem the 2005 Notes, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount of 2005 Notes to be redeemed, plus any accrued and unpaid interest, including additional interest, if any, if in the previous 30 consecutive trading days ending on the trading day before the date of mailing of the redemption notice the closing sale price of the Common Stock exceeds 130% of the then effective conversion price of the 2005 Notes for at least 20 trading days. In addition, at any time after November 1, 2012, the Company may redeem the 2005 Notes, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount of the 2005 Notes to be redeemed plus any accrued and unpaid interest, including additional interest, if any.

A holder of 2005 Notes may require the Company to repurchase some or all of the holder’s 2005 Notes for cash (1) upon the occurrence of a fundamental change as defined in the indenture and (2) also on each of November 1, 2012, 2015 and 2020 at a price equal to 100% of the principal amount of the 2005 Notes being repurchased, plus accrued interest, if any, in each case. If applicable, the Company will pay a make-whole premium on 2005 Notes converted in connection with any fundamental change that occurs prior to November 1, 2012. The amount of the make-whole premium, if any, will be based on the Company’s stock price and the effective date of the fundamental change. The indenture contains a detailed description of how the make-whole premium will be determined and a table showing the make-whole premium that would apply at various stock prices and fundamental change effective dates based on assumed interest and conversion rates. No make-whole premium will be paid if the price of the Common Stock on the effective date of the fundamental change is less than $178.40. Any make-whole premium will be payable in shares of Common Stock (or the consideration into which the Company’s Common Stock has been exchanged in the fundamental change) on the conversion date for the 2005 Notes converted in connection with the fundamental change.

Convertible Senior Notes 2006

In fiscal year 2011, the Company issued approximately 5,743,001 shares of Common Stock in exchange for $50,760 aggregate principal amount of the 2006 Notes plus accrued interest. As a result, $1,240 of the principal amount remains outstanding as of April 30, 2011.

On November 22, 2006, the Company completed the private placement of $54,500 aggregate principal amount of 5.50% Convertible Senior Notes Due 2026 (“2006 Notes”) which raised proceeds of approximately $51,700, net of $2,800 in issuance costs. These costs are being amortized to interest expense over five years.

The 2006 Notes mature on November 1, 2026 and require semi-annual payments at 5.50% per annum on the principal outstanding. Prior to maturity the holders may convert their 2006 Notes into shares of the Company’s Common Stock under certain circumstances. The initial conversion rate is 8.1113 shares per $1 principal amount of 2006 Notes, which is equivalent to an initial conversion price of approximately $123.35 per share. At any time on and after November 15, 2011, the Company may at its option redeem the 2006 Notes, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount of 2006 Notes to be redeemed, plus any accrued and unpaid interest, including additional interest.

12

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

A holder of 2006 Notes may require the Company to repurchase some or all of the holder’s 2006 Notes for cash (1) upon the occurrence of a fundamental change as defined in the indenture and (2) also on each of November 1, 2011, 2016 and 2021 at a price equal to 100% of the principal amount of the 2006 Notes being repurchased, plus accrued interest, if any, in each case. If applicable, the Company will pay a make-whole premium on 2006 Notes converted in connection with any fundamental change that occurs prior to November 15, 2011. The amount of the make-whole premium, if any, will be based on the Company’s stock price and the effective date of the fundamental change. The indenture contains a detailed description of how the make-whole premium will be determined and a table showing the make-whole premium that would apply at various stock prices and fundamental change effective dates based on assumed interest and conversion rates. No make-whole premium will be paid if the price of the Common Stock on the effective date of the fundamental change is less than $109.59. Any make-whole premium will be payable in shares of Common Stock (or the consideration into which the Company’s Common Stock has been exchanged in the fundamental change) on the conversion date for the 2006 Notes converted in connection with the fundamental change.

China Line of Credit

In May 2010, the Company obtained a new line of credit loan with a borrowing capacity of up to 82,000 RMB (approximately $12,636 US Dollars at April 30, 2011) from a local Chinese bank (the “Chinese LOC”), of which 59,000 RMB (approximately $9,092 US Dollars at April 30, 2011) was funded as of April 30, 2011. The Chinese LOC replaces the previous China line of credit which matured in May 2010. The outstanding borrowings under the Chinese LOC of 59,000 RMB as of April 30, 2011 have scheduled maturities of various amounts over the term of the loan with the final payment due in May 2015. This loan is secured by our Chinese manufacturing facility located in Shanghai, China.

As of April 30, 2011 approximately $9,092 (in US Dollars at April 30, 2011) and on January 31, 2011 approximately $8,933 (in US Dollars at January 31, 2011) was funded under this facility.

6. STATEMENT OF CHANGES IN EQUITY

					Additional								Other								Total
	Common Stock				Paid-In		Treasury Stock						Comprehensive			Accumulated			Noncontrolling		Stockholders’
	Shares		Amount		Capital		Shares			Amount			Income/(Loss)			Deficit			Interest		Equity
BALANCE AT JANUARY 31, 2011		15,306,915	$	153	$	202,350		(110,373	)	$	(39,200	)	$	(43,489	)	$	(38,480	)	$	12,198	$	93,532
Total comprehensive loss:
Fractional shares issued		21
Net (loss) income																	(625	)		222		(403	)
Foreign currency translation adjustment														558						217		775
Unrealized loss on derivative instruments														(533	)							(533	)
Pension liability adjustment														803								803
Total comprehensive income (loss):														828			(625	)		439		642
Other changes in equity:
Share based compensation expense						231																231
BALANCE AT APRIL 30, 2011		15,306,936	$	153	$	202,581		(110,373	)	$	(39,200	)	$	(42,661	)	$	(39,105	)	$	12,637	$	94,405

13

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

7. INCOME TAXES

	Three months ended April 30,
	2011			2010
Income taxes provision	$	66		$	394
Effective income tax rate		(19.6	%)		(7.7	%)

Effective tax rates were (19.6%) and (7.7%) for the three months ended April 30, 2011 and 2010, respectively. Tax expense for the three months ended April 30, 2011 and 2010 is due to tax expense in certain profitable foreign subsidiaries and no tax benefit recognized in certain jurisdictions where the Company incurred a loss. In addition, tax expense for the three months ended April 30, 2010 included deferred tax expense related to the increase in the deferred tax liability related to certain indefinite lived assets. The Company recorded a Goodwill Impairment charge in the second quarter of fiscal year 2011 which reversed the deferred tax liability. There was no significant impact to the tax expense related to uncertain tax positions or the interest on uncertain tax positions.

Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows use of the discrete method when, in certain situations, the actual interim period effective tax rate may be used if it provides a better estimate of income tax expense. Due to the Company’s losses in the US, the full valuation allowance in the US, and the relatively small amount of projected US income, it is the Company’s position that the discrete method provides a more accurate estimate of income tax expense for domestic taxes and therefore domestic income tax expense for the current quarter has been presented using that method. Taxes on international earnings continue to be calculated using an estimate of the effective tax rate for the full year.

8. EARNINGS PER 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 losses per common share:

	Three months ended April 30,
	2011			2010
Numerator:
Numerator for basic loss per common share	$	(625	)	$	(5,604	)
Numerator for diluted loss per common share	$	(625	)	$	(5,604	)
Denominator:
Denominator for basic earnings per common share- weighted average common share		15,196,563			1,033,764
Effect of dilutive securities:
Denominator for diluted earnings per common share- adjusted weighted average common shares and assumed conversions		15,196,563			1,033,764
Basic loss per common share	$	(0.04	)	$	(5.42	)
Diluted loss from common share	$	(0.04	)	$	(5.42	)

14

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

The Company has excluded dilutive securities of 13,829 and 769,238 issuable in connection with convertible bonds from the diluted income per share calculation for the three months ended April 30, 2011 and 2010 respectively, 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 1,200,649 and 87,633 shares for the three months ended April 30, 2011 and 2010 respectively.

9. COMMITMENTS AND CONTINGENCIES

Legal

The Company is involved in ordinary, routine litigation incidental to the conduct of the company’s business. None of this litigation, individually or in the aggregate, is material or is expected to be material to our business, financial condition or results of operations in any year. See Business - Environmental Regulations for a description of certain legal proceedings in which we are involved.

In April and August 2008, pursuant to a Purchase Agreement (the “Murata Purchase Agreement”) dated June 19, 2007 between Murata Manufacturing Co. Ltd. (“Murata Manufacturing”) and C&D, Murata Electronics, North America, Inc. (“Murata Electronics”) as assignee of Murata Manufacturing Co. Ltd. provided to C&D written notices of a claim for indemnification under Article VIII of the Murata Purchase Agreement seeking indemnity and defense relating to patent infringement claims asserted by SynQor Inc. against Murata Electronics, Murata Manufacturing and the former C&D companies now known as Murata Power Solutions, Inc. (“MPS”), and numerous other defendant parties. In these notices Murata Electronics failed to provide any information regarding the claims made against MPS specifically and failed to adequately state a basis for an indemnifiable claim under the Murata Purchase Agreement. In January 2011, Murata Electronics provided a third notice, referencing the prior notices, and now stating that a judgment had been entered against MPS in the amount of approximately $18,000 and that Murata Electronics had incurred legal fees of approximately $2,000, all for which Murata Electronics was seeking indemnification and payment. At this time, the Company is not aware of any information that would indicate its liability for the claimed loss amount, continues to contest the validity of the claim for indemnity and the underlying basis thereof, and is defending such claim accordingly. We do not expect that this claim will have a material adverse effect on our business, financial condition or results of our operations.

Environmental

The Company and certain of its key suppliers are 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 processes.

Notwithstanding the Company’s efforts to maintain compliance with applicable environmental requirements, if we fail to comply with such requirements or 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, and the Company’s ability to operate or expand its manufacturing facilities could be restricted, which could have a material adverse effect on the Company’s business, financial condition, or results of operations.

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,

15

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

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 other 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%.

In August 2002, the Company was notified of its involvement as a PRP at NL’s 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 Company is currently investigating the presence of lead contamination in soils at and adjacent to the facility. Additionally, 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, Inc. 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 clean-up 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 off-site 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 share with JCI the allocation of costs for assessment and remediation of certain off-site chlorinated volatile organic compounds 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. In 2009, EPA determined that the impact to the two city wells was from sources unrelated to the Company’s property. The EPA also 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. The Company has timely complied with all required investigative and remedial actions required by EPA.

The Company has conducted site investigations at its Conyers, Georgia facility, and has detected chlorinated solvents in groundwater and lead in soil both on-site and off-site. The Company has recently initiated further

16

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

assessment of groundwater conditions, temporarily suspending remediation of the chlorinated solvents which had been initiated in accordance with a Corrective Action Plan approved by the Georgia Department of Natural Resources in January 2007. A modified Corrective Action Plan will be submitted upon completion of the assessment. Additionally, the Company has completed 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. In November 2008, the parties entered into a final settlement agreement, pursuant to which the Company agreed to assess and remediate any contamination on the adjoining property due the Company’s operations as required by Georgia Department of Natural Resources and with the concurrence of the adjoining landowner.

The Company accrues for liabilities in its consolidated financial statements and periodically reevaluates the amounts for these liabilities in view of the most current information available in accordance with accounting guidance for contingencies. As of April 30, 2011, accrued environmental liabilities totaled $2,511 consisting of $1,887 in other current liabilities and $624 in other liabilities. Based on currently available information, the Company believes that appropriate accruals 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.

Purchase Commitments:

Periodically the Company enters into purchase commitments pertaining to the purchase of certain raw materials with various suppliers. The Company has entered into various lead commitments contracts some expiring within a few months while others continue into April 2012. The estimated commitments are approximately $56,000 in the year ended April 30, 2012. The Company has also committed to purchase new machinery at an estimated cost of $614 to be installed within the next year.

10. FINANCIAL INSTRUMENTS

The estimated fair values of the Company’s financial instruments at April 30, 2011and January 31, 2011 were as follows:

	April 30, 2011						January 31, 2011
	Carrying Amount			Fair Value			Carrying Amount		Fair Value
Cash and cash equivalents	$	5,456		$	5,456		$	3,708	$	3,708
Debt		61,514			60,927			55,387		54,808
Commodity hedges		(233	)		(233	)		—		—

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents – the carrying amount approximates fair value because of the short term maturity of these instruments.

The fair value of accounts receivable, accounts payable and accrued liabilities consistently approximate the carrying value due to the short term maturity of these instruments and are excluded from the table above.

Long-term debt – the fair value of the Notes was determined using available market prices at the balance sheet date. The carrying value of the Company’s remaining long-term debt, including the current portion, approximates fair value based on the incremental borrowing rates currently available to the Company for loans with similar terms and maturity.

Commodity hedges – the fair value was determined using available market prices at the balance sheet date of commodity hedge contracts with similar characteristics and maturity dates.

17

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

11. DERIVATIVE INSTRUMENTS

Accounting standards related to derivative instruments require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either stockholders’ equity as accumulated other comprehensive (loss) income or net (loss) income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.

To qualify for hedge accounting, the instruments must be effective in reducing the risk exposure that they are designed to hedge. For instruments that are associated with the hedge of an anticipated transaction, hedge effectiveness criteria also require that it be probable that the underlying transaction will occur. Instruments that meet established accounting criteria are formally designated as hedges at the inception of the contract. These criteria demonstrate that the derivative is expected to be highly effective at offsetting changes in fair value of the underlying exposure both at inception of the hedging relationship and on an ongoing basis. The assessment for effectiveness is documented at hedge inception and reviewed throughout the designated hedge period.

In the ordinary course of business, the Company may enter into a variety of contractual agreements, such as derivative financial instruments, primarily to manage and to hedge its exposure to currency exchange rate and interest rate risk. All derivatives are recognized on the balance sheet at fair value and are reported in either other current assets or other current liabilities. For derivative instruments that are designated and qualify as cash flow hedges, the gain on the derivative is reported as a component of other comprehensive income (“OCI”) and reclassified from accumulated other comprehensive income (“AOCI”) into earnings when the hedged transaction affects earnings. If any derivatives are not designated as hedges, the gain or loss on the derivative would be recognized in current earnings.

The Company has entered into lead hedge contracts to manage risk of the cost of lead. The agreements are with major financial institutions with maturities generally less than one year. These market instruments are designated as cash flow hedges. The mark-to-market gain or loss on qualifying commodity hedges is included in other comprehensive income to the extent effective, and reclassified into cost of goods sold in the period during which the hedge transaction affects earnings.

Hedge accounting is discontinued when it is determined that a derivative instrument is not highly effective as a hedge. Hedge accounting is also discontinued when: (1) the derivative instrument expires, is sold, terminated or exercised; or is no longer designated as a hedge instrument because it is unlikely that a forecasted transaction will occur; (2) a hedged firm commitment no longer meets the definition of a firm commitment; or (3) management determines that designation of the derivative as a hedging instrument is no longer appropriate.

When hedge accounting is discontinued, the derivative instrument will be either terminated, continue to be carried on the balance sheet at fair value, or redesignated as the hedging instrument, if the relationship meets all applicable hedging criteria. Any asset or liability that was previously recorded as a result of recognizing the value of a firm commitment will be removed from the balance sheet and recognized as a gain or loss in current period earnings. Any gains or losses that were accumulated in other comprehensive loss from hedging a forecasted transaction will be recognized immediately in current period earnings, if it is probable that the forecasted transaction will not occur.

The Company had raw material commodity arrangements for 1,414 metric tons of base metals at April 30, 2011 and 0 metric tons at January 31, 2011.

18

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

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

	April 30, 2011		January 31, 2011		Balance Sheet Location
Derivatives designated as hedging instruments:
Commodity Hedges	$	233	$	—	Other current liabilities
Total fair value	$	233	$	—

The Company estimates that $233 of net derivative losses in AOCI as of April 30, 2011 will be reclassified into earnings in the next twelve months.

3 months ended April 30,	Amount of Gain  (Loss) Recognized in OCI						Amount of Gain  (Loss) Reclassified from AOCI into Income				Location of Gain (Loss) Reclassified from AOCI into Income
	2011			2010			2011		2010
Derivatives in Cash Flow Hedging Relationships:
Commodity Hedges	$	(233	)	$	(165	)	$	318	$	430	Cost of Sales

12. 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:

	Three months ended April 30,
	2011			2010
Balance at beginning of period	$	7,576		$	6,481
Current year provisions		1,538			1,173
Expenditures		(1,354	)		(1,013	)
Effect of foreign currency translation		10			—
Balance at end of period	$	7,770		$	6,641

As of April 30, 2011, accrued warranty obligations of $7,770 include $3,049 in current liabilities and $4,721 in other liabilities. As of January 31, 2011 accrued warranty obligations of $7,576 include $3,168 in current liabilities and $4,408 in other liabilities.

19

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

13. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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

	Pension Benefits						Postretirement Benefits
	Three months ended April 30,						Three months ended April 30,
	2011			2010			2011			2010
Components of net periodic benefit cost:
Service cost	$	343		$	317		$	18		$	18
Interest cost		1,144			1,141			25			30
Expected return on plan assets		(1,171	)		(1,017	)		—			—
Amortization of prior service costs		—			—			(3	)		(198	)
Recognized actuarial loss/(gain)		810			751			(4	)		2
Net periodic benefit cost	$	1,126		$	1,192		$	36		$	(148	)

The Company made $0 of contributions to the plan in the first quarter of fiscal year 2012. The Company expects to make contributions of approximately $5,000 to its plan during fiscal year 2012. The Company also expects to make contributions totaling approximately $177 to the Company sponsored postretirement benefit plan during fiscal year 2012.

14. RESTRUCTURING

On September 14, 2010, the Company announced plans to close its Leola, Pennsylvania manufacturing facility and transfer production to other existing facilities. When complete, the closure plan will result in the elimination of approximately 85 positions. Closure costs incurred through April 30, 2011 include $487 in severance costs, $1,523 in fixed asset impairment charges and $371 in other costs. Additional closure costs of approximately $200 related to move costs and additional severance are expected to be recorded over the next nine to twelve months.

A reconciliation of the liability and related activity during the three months ended April 30, 2011 is shown below.

	Balance at January 31, 2011		Provision Additions		Expenditures		Balance at April 30, 2011
Severance	$	406	$	53	$	98	$	361
Other		232		45		262		15
Total	$	638	$	98	$	360	$	376

15. FAIR VALUE MEASUREMENT

Assets and liabilities subject to fair value measurements primarily consist of 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. The accounting guidance 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.

20

C&D TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Dollars in thousands, except per share data)

(UNAUDITED)

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.

There were no assets or liabilities held as of January 31, 2011 measured at fair value on a recurring basis. The following table represents our assets and liabilities measured at fair value on a recurring basis as of April 30, 2011 and the basis for those measurements:

	Total		Level 1		Level 2		Level 3
2011
Commodity hedge liability	$	233	$	—	$	233	$	—

16. RELATED PARTY TRANSACTIONS

The Company has a $20,000 term loan with Silver Oak Capital, L.L.C. an affiliate of Angelo Gordon & Co., L.P., a related party of the Company, outstanding as of April 30, 2011 and January 31, 2011. During the first quarter ended April 30, 2011, the Company incurred fees of $47 and interest of $692 related to this term loan.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollars in thousands, except per share data)

Item 2.

Three Months Ended April 30, 2011, compared to Three Months Ended April 30, 2010

Within the following discussion, unless otherwise stated, “quarter” and “three-month” period” refer to the first quarter of fiscal year 2012. All comparisons are with the corresponding period in the prior fiscal year, unless otherwise stated.

Net sales in the first quarter of fiscal year 2012 increased $3,608 or 4% to $88,311 from $84,703 in the first quarter of fiscal year 2011. This increase was primarily due to strong demand in Asia and contractual price increases resulting from the significant increases in the price of lead. Average London Metal Exchange (“LME”) lead prices increased from an average of $0.99 per pound in the first quarter of fiscal year 2011 to $1.20 per pound in the first quarter of fiscal year 2012. The increase was partially offset by continued pressures on volumes as a result of the general economic environment, principally in the Company’s North American Original Equipment Manufacturer (“OEM”) Uninterruptible Power Supply (“UPS”) sales channel.

Gross profit in the first quarter of fiscal year 2012 increased $2,826 or 28% to $12,804 from $9,978. Gross margins as a percent of sales increased from 12% in the first quarter of fiscal year 2011 to 15% in the first quarter of fiscal year 2012. Gross margin has improved over the prior year’s comparable quarter primarily due to higher volumes in Asia, favorable product mix shifts, contractual lead price recovery and other specific pricing actions.

Selling, general and administrative expenses in the first quarter of fiscal year 2012 increased $1,213 or 13.2% to $10,435 from $9,222. As a percentage of sales, selling, general and administrative expenses increased to 11.8% in the first quarter of fiscal year 2012 compared to 10.9% in the first quarter of fiscal year 2011. Increased warranty expenses of $367, restructuring costs of $98 associated with the closure of our Leola facility, severance of $582 and other cost increases of approximately $166 accounted for the increase in these expenses in the current fiscal year.

Research and development expenses in the first quarter of fiscal year 2012 decreased $193 or 11% to $1,595 from $1,788. As a percentage of sales, research and development expenses decreased from 2.1% in the first quarter of fiscal year 2011 compared to 1.8% in the first quarter of fiscal year 2012. We receive cost reimbursements under a federal government contract related to lithium battery research and development. We recognized $1,561 of federal government contract cost reimbursements as a reduction in research and development expenses in our consolidated statement of operations for the first quarter of fiscal year 2012, as compared to $180 in the first quarter of fiscal 2011. Government contract cost reimbursements increased in fiscal year 2012 compared to fiscal year 2011 due to large purchases specifically related to the contract and, therefore, fully reimbursable by the government.

The Company had operating income in the first quarter of fiscal year 2012 of $774 compared to an operating loss of $1,032 in the first quarter of fiscal year 2011. The change is mainly due to the increase in gross profit compared to the first quarter of fiscal year 2011 partially offset by the increase in selling, general and administrative expenses in the first quarter of fiscal year 2012.

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 (loss) for the first quarter of fiscal year 2012 vs. fiscal year 2011.

Fiscal Year 2012 vs. 2011
Operating Loss 1Q’11	$	(1,032	)
Lead, net		(2,121	)
Price / Volume / Mix		4,826
Warranty		(367	)
Research and Development		193
Severance and other restructuring		(680	)
Pension		66
Other		(111	)
Operating Income 1Q’12	$	774

Interest expense, net in the first quarter of fiscal year 2012 decreased $2,117 or 63.2% to $1,231 from $3,348 in the first quarter of fiscal year 2011, primarily due to the debt for equity exchange completed in the fourth quarter of fiscal year 2011. This reduced the outstanding balances on the convertible notes by approximately $125,000 which was partially offset by higher average debt balances on the credit facility in the first quarter of fiscal 2012 compared to the first quarter for fiscal 2011.

Other income was $120 in the first quarter of fiscal year 2012 compared to other expense of $736 in the first quarter of fiscal year 2011. The increase was primarily due to recording a $670 charge in fiscal year 2011 to increase our environmental reserves related to a facility which we disposed of during fiscal year 2007, however, have retained responsibility for certain environmental costs and an increase in foreign exchange gains of approximately $290.

Income tax expense of $66 was recorded in the first quarter of fiscal year 2012, compared to $394 in the first quarter of fiscal year 2011. Tax expense in the first quarter of fiscal year 2012, is primarily related to foreign taxes on profits and domestic losses for which no tax benefit was recorded. Tax expense in the first quarter of fiscal year 2011 is primarily due to non-cash deferred tax expenses related to the amortization of intangible assets and foreign taxes on profits which were not offset by losses for which no tax benefit is recognized.

Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows the use of the discrete method when, in certain situations, the actual interim period effective tax rate may be used if it provides a better estimate of income tax expense. Due to our losses in the US, the full valuation allowance in the US, and the relatively small amount of projected US income, it is our position that the discrete method provides a more accurate estimate of income tax expense for domestic taxes and therefore domestic income tax expense for the current quarter has been presented using that method. Taxes on international earnings continue to be calculated using an estimate of the effective tax rate for the full year.

Noncontrolling interest reflects the 33% ownership interest in the joint venture battery business located in Shanghai, China, that is not owned by the Company. Noncontrolling interest income was $222 in the first quarter of fiscal year 2012 compared to $94 in the first quarter of fiscal year 2011, primarily due to increasing sales volumes in Asia which have favorably impacted the joint venture’s profitability.

As a result of the above, net loss attributable to C&D Technologies, Inc was $625 in the first quarter of fiscal year 2012 compared to $5,604 in the comparable quarter of the prior year. Basic and diluted losses per share were $0.04 in the first quarter of fiscal year 2012 compared to $5.42 in the first quarter of fiscal year 2011.

Other comprehensive income attributable to C&D Technologies, Inc. increased by $5,039 in the first quarter of fiscal year 2012 to $203 from a loss of $4,836 in the first quarter of fiscal year 2011. This decrease was due primarily to the decrease in net loss attributable to C&D from $5,604 in the first quarter of fiscal 2011 to $625 in the first quarter of fiscal year 2012, an increase in foreign currency translation adjustments of $819 and an increase in the adjustment for pension costs of $255 partially offset by an unrealized loss on derivative instruments of $533 in

23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

the first quarter of fiscal year 2012 compared to an unrealized gain of $265 in first quarter of fiscal year 2011 and income attributable to noncontrolling interests of $439 in the first quarter of fiscal year 2012 compared to $95 in the first quarter of fiscal year 2011.

Liquidity and Capital Resources

Net cash used in operating activities was $2,797 for the three months ended April 30, 2011 compared to $5,936 in the comparable period of the prior fiscal year. This change is primarily a result of improved operating performance in the first quarter of fiscal 2012 compared to the first quarter of fiscal year 2011. Additionally, accounts receivable improved by approximately $2,768 compared to the first quarter of fiscal year 2011 driven primarily by timing of sales and collections partially offset by a decrease in accounts payable and book overdrafts of $264 resulting from constricted payment terms compared to the prior year.

Net cash used in investing activities was $1,431 in the first quarter of fiscal year 2012 as compared to $3,824 in the first quarter of fiscal year 2011. During the first three months of fiscal year 2012, restricted cash, associated with commodity hedging activity, increased by $120 compared to a decrease of restricted cash of $47 in fiscal year 2011. In addition, we had purchases of property, plant and equipment of $1,311 compared with purchases of $3,871 in the prior year.

Net cash provided by financing activities decreased $4,139 to $5,844 for the three months ended April 30, 2011, compared to $9,983 in the comparable period of the prior fiscal year. The Company’s borrowings under our credit facility were $5,960 in the three months ended April 30, 2011 and $11,737 in the three months ended April 30, 2010. Additionally in the three months ended April 30, 2010, the Company paid debt acquisition fees of $1,771.

Our liquidity is primarily determined by our availability under the Credit Facility, our unrestricted cash balances and cash flows from operations. If our cash requirements exceed the cash provided by our operating activities, then we would look to our unrestricted cash balances and the availability under our Credit Facility to satisfy those needs. Important factors and assumptions made by us when considering future liquidity include, but are not limited to, the stabilization of lead prices, future demand from customers, continued sufficient availability of credit from our trade vendors and the ability to re-finance or obtain debt in the future. To the extent unforeseen events occur or operating results are below forecast, we believe we can take certain actions to conserve cash, such as delay major capital investments, other discretionary spending reductions or pursue financing from other sources to preserve liquidity, if necessary. Despite these potential actions, if we are not able to satisfy our cash requirements in the near term from cash provided by operating activities, or through access to our Credit Facility, we may not have the minimum levels of cash necessary to operate the business on an ongoing basis.

Our liquidity derived from the Credit Facility, as amended, is based on availability determined by a borrowing base. In addition, the Credit Facility requires the Company to meet a minimum fixed charge coverage ratio if the excess availability falls below $7,500 through August 31, 2011, adjusted to $10,000 thereafter. The fixed charge coverage ratio for the last twelve consecutive fiscal month period shall be not less than 1.10:1.00. We would not have met the fixed charge coverage ratio. This failure is not an event of default under the Credit Facility, but restricts availability otherwise determined. The Credit Facility also previously included minimum EBITDA requirements beginning with our quarter ending April 30, 2011. Pursuant to an amendment to the Credit Facility in December 2010 these minimum EBITDA requirements were eliminated for the duration of the term of the Credit Facility.

As a result of favorable Credit Facility amendments and improving operating performance, we believe that, for the next twelve months, cash generated from operations together with availability under its Existing Credit Facility will be sufficient to allow us to fund its operations and to increase working capital as necessary to support our strategy.

Although our credit facility syndicate bank is 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. Our current credit facility does not expire until December, 2013. As of April 30, 2011, the maximum availability calculated under the borrowing base was approximately $71,993, of which $50,455 was funded (including $20,000 from the term loan tranche), and $4,667 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.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

We expect to have access to liquidity in the capital markets on favorable terms before the maturity dates of our current credit facilities and we do not expect a significant number of our lenders to default on their commitments thereunder. In addition, we 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. We estimate capital spending for fiscal year 2012 to be approximately $12,000 related primarily to growth in Asia and routine maintenance activities.

Contractual Obligations and Commercial Commitments

The following tables summarize our contractual obligations and commercial commitments as of April 30, 2011:

	Payments Due by Period
	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
Contractual Obligations
Debt*	$	61,601	$	2,629	$	56,591	$	2,381	$	—
Interest payable on debt*		12,834		4,620		7,693		521		—
Operating leases		7,110		1,400		2,530		1,954		1,226
Projected – lead purchases**		56,000		56,000		—		—		—
Equipment		614		614		—		—		—
Capital Leases		134		65		53		16		—
Total contractual cash obligations	$	138,293	$	65,328	$	66,867	$	4,872	$	1,226

* These amounts assume that the convertible notes are current liabilities, show the Credit Facility as paid in fiscal year 2014 and include interest on the Credit Facility through fiscal year 2014 calculated at the same rate and outstanding balance at April 30, 2011 and the China debt up through fiscal year 2015.

** Amounts are based on the cash price of lead at April 28, 2011 which was $1.15.

	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	$	4,667	$	898	$	312	$	3,457	$	—
Total commercial commitments	$	4,667	$	898	$	312	$	3,457	$	—

Recent Developments

During May 2011, we were notified by our majority lead supplier in China that it was likely to be shut-down by the Chinese government authorities. We do not expect that this action will negatively impact our operations as we expect to secure lead requirements to meet customer demand through other existing lead suppliers and new sources of supply.

There can be no assurance, however, that we will obtain alternative lead supply on terms commensurate with our existing majority supplier. Based upon current negotiations, we expect this change will negatively impact our current trade credit terms in China, however, we expect to maintain adequate liquidity to meet our ongoing cash needs through cash generated from operations, delay of capital investments and discretionary spending and pursuit of financing from other sources.

25

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 (the “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 of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (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 or to obtain additional funding in the future.

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 Supplementary Data, included in the Company’s Form 10-K annual report for the year ended January 31, 2011 and the following general factors:

• our ability to maintain and generate liquidity to meet our operating needs, as well as our ability to fund and implement business strategies, acquisitions and restructuring plans;

• 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 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 proceedings to which we are subject or may in the future become subject to, 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 and which are subject to limitation as a result of changes in ownership of the Company;

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

• failure of our customers to renew agreements with us;

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

• loss of a single source or other key supplier;

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

26

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS (continued)

(Dollars in thousands, except per share data)

• successful collective bargaining with our unionized workforce;

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

• 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;

• uncertainty in financial markets;

• our success or timing of new product development;

• impact of any changes in our management;

• changes in our product mix;

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

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

• our ability to protect our proprietary intellectual property and technology and ensure that we are not infringing the intellectual property of others.

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, 2011.

27

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 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 are set forth in Part I, Item 1A – “Risk Factors” of the Company’s Fiscal Year 2011 Annual Report on Form 10-K, filed with the SEC on May 2, 2011, which should be read in conjunction with this report on Form 10-Q.

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.

28

PART II. OTHER INFORMATION

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

Issuer Purchases of Equity Securities:

NONE

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.

29

Item 6. Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Date	Exhibit Number	Filed Herewith
10.1	Employment Agreement dated April 29, 2011, between David J. Anderson and C&D Technologies, Inc.				X
12.1	Computation of Ratio of Earnings to Fixed Charges				X
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 Senior 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 Senior 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

30

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.
June 8, 2011	By:	/s/ Jeffrey A. Graves
		Jeffrey A. Graves
		President, Chief Executive
		Officer and Director
		(Principal Executive Officer)
June 8, 2011	By:	/s/ Ian J. Harvie
		Ian J. Harvie
		Senior Vice President Finance
		and Chief Financial Officer
		(Principal Financial Officer)

31

EXHIBIT INDEX

10.1	Employment Agreement dated April 29, 2011, between David J. Anderson and C&D Technologies, Inc.
12.1	Computation of Ratio of Earnings to Fixed Charges
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.
31.2	Certification of the Senior 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
32.1	Certification of the President and Chief Executive Officer and Senior 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

32