---

---

---

(1)	Presented net of income tax benefit of $24.9 million and $79.2 million during the three and nine months ended September 30, 2012, respectively, and net of income tax expense of $22.1 million during the three months ended September 30, 2011 and income tax benefit of $7.7 million during the nine months ended September 30, 2011, respectively.

(2)	Presented net of income tax expense of $0.2 million and $0.4 million during the three and nine months ended September 30, 2012, respectively.

(3)	Presented net of income tax expense of $0.5 million and $1.6 million during three and nine months ended September 30, 2012, respectively, and net of income tax expense of $0.8 million and $1.9 million during the three and nine months ended September 30, 2011, respectively.

---

---

---

•	QEP Energy Company (QEP Energy) acquires, explores for, develops, and produces natural gas, oil, and natural gas liquids (NGL);

•	QEP Field Services Company (QEP Field Services) provides midstream field services, including natural gas gathering, processing, compression, and treating services, for affiliates and third parties;

•	QEP Marketing Company (QEP Marketing) markets affiliate and third-party natural gas and oil, and owns and operates an underground gas-storage reservoir.

---

(1)

The “As reported” numbers reflect QEP Field Services NGL sales of $41.6 million and $115.3 million for the three and nine months ended September 30, 2011, which were reclassified from “Gathering, processing and other” into “NGL sales” for consistency with current period presentation. In its third quarter 2011 Form 10-Q, QEP reported “NGL sales” of $34.1 million and $67.8 million, and “Gathering, processing and other” of $118.7 million and $340.1 million for the three and nine months ended September 30, 2011, respectively. The QEP Field Services NGL reclassification is all within “Revenues” and has no effect on income from continuing operations, net income or earnings per share.

---

---

---

---

---

---

---

(1)	Inside FERC monthly settlement index for the Panhandle Eastern Pipeline Company.

(2)	Inside FERC monthly settlement index for the Northwest Pipeline Corp. Rocky Mountains.

(3)	Inside FERC monthly settlement index for Centerpoint East.

---

(1)	Inside FERC monthly settlement index for the Northwest Pipeline Corp. Rocky Mountains.

---

---

---

---

---

---

---

---

---

---

---

(1)	The impact of QEP’s settled derivative contracts for the three months ended September 30, 2012 are reflected below operating (loss) income.

(2)	Operating (loss) income for the three months ended September 30, 2012, excludes the impact of realized commodity derivative contract settlements. During the three months ended September 30, 2012, gains and losses from realized commodity derivative contract settlements were included below operating (loss) income.

(3)	Net (loss) income attributable to QEP for the three months ended September 30, 2012 includes the impact of unrealized gains and losses from changes in the fair value of the commodity derivative contracts.

---

(1)

Revenues for the three months ended September 30, 2011, have been recast to reflect QEP’s revised reporting of its transportation and handling costs. See Note 2 - Basis of Presentation of Interim Consolidated Financial Statements for additional information. In addition, revenues for the three months ended September 30, 2011, reflect the impact of QEP’s settled derivative contracts. See Note 7 - Derivative Contracts for detailed information on derivative contract settlements in the three months ended September 30, 2011.

(2)	Under hedge accounting, gains and losses from realized commodity derivative contract settlements were included in revenues and operating income during the three months ended September 30, 2011.

(3)	Under hedge accounting, unrealized gains and losses from changes in the fair value were deferred in accumulated other comprehensive income during the three months ended September 30, 2011.

---

(1)	The impact of QEP’s settled derivative contracts, for the nine months ended September 30, 2012, are reflected below operating (loss) income.

(2)	Operating (loss) income for the nine months ended September 30, 2012, excludes the impact of realized commodity derivative contract settlements. During the nine months ended September 30, 2012, gains and losses from realized commodity derivative contract settlements were included below operating (loss) income.

(3)	Net (loss) income attributable to QEP for the nine months ended September 30, 2012, includes the impact of unrealized gains and losses from changes in the fair value of the commodity derivative contracts.

---

(1)

Revenues for the nine months ended September 30, 2011, have been recast to reflect QEP’s revised reporting of its transportation and handling costs. See Note 2 - Basis of Presentation of Interim Consolidated Financial Statements for additional information. In addition, revenues for the nine months ended September 30, 2011, reflect the impact of QEP’s settled derivative contracts. See Note 7 - Derivative Contracts for detailed information on derivative contract settlements in the nine months ended September 30, 2011.

(2)	Under hedge accounting, realized gains and losses from realized commodity derivative contract settlements were included in revenues and operating income during the three and nine months ended September 30, 2011.

(3)	Under hedge accounting, unrealized gains and losses from changes in the fair value were deferred in accumulated other comprehensive income during the three and nine months ended September 30, 2011.

---

•	QEP Energy Company (QEP Energy) acquires, explores for, develops and produces natural gas, crude oil, and natural gas liquids (NGL);

•	QEP Field Services Company (QEP Field Services) provides midstream field services, including natural gas gathering and processing, compression and treating services, for affiliates and third parties;

•	QEP Marketing Company (QEP Marketing) markets affiliate and third-party natural gas and oil, and owns and operates an underground gas storage reservoir.

•	Operate in a safe and environmentally responsible manner;

•	Allocate capital to those projects that generate optimal returns;

•	Maintain a sustainable, diverse inventory of low-cost, high-margin resource plays;

•	Be in the highest-potential areas of the resource plays in which we operate;

•	Build contiguous acreage positions that drive operating efficiencies;

•	Be the operator of our assets, whenever possible;

•	Be the low-cost driller and producer in each area where we operate;

•	Own and operate midstream infrastructure in our core producing areas to capture value downstream of the wellhead;

•	Build gas processing plants to extract liquids from our natural gas streams;

•	Gather, compress and treat our production to drive down costs;

•	Actively market our QEP Energy production to maximize value;

•	Utilize derivative contracts to mitigate the impact of natural gas, crude oil or NGL price volatility, while locking in acceptable cash flows required to support future capital expenditures;

---

•	Attract and retain the best people; and

•	Maintain a capital structure that allows us the necessary financial flexibility with which to invest in organic growth and potential acquisition opportunities, as they may arise.

---

---

---

---

---

---

---

---

(1)	During the nine months ended September 30, 2011, the Uinta Basin production included a 1.6 Bcfe positive adjustment due to an increase of QEP’s ownership interest within a federal unit.

---

---

(1)	The impact from commodity derivatives is reported below operating (loss) income in “Realized and unrealized gains on derivative contracts” beginning January 1, 2012, in the Condensed Consolidated Statement of Operations.

(2)	The impact of settled commodity derivatives that qualified for hedge accounting was reported in “Revenues” in the Condensed Consolidated Statement of Operations. The impact of the commodity derivatives that did not qualify for hedge accounting are reported below operating (loss) income in “Realized and unrealized gains on derivative contracts.”

---

---

---

(1)

NGL sales for the three and nine months ended September 30, 2011, have been recast to reflect QEP’s revised reporting of its transportation and handling costs. See Note 2 - Basis of Presentation of Interim Consolidated Financial Statements for additional information. In addition, revenues for the three and nine months ended September 30, 2011, reflect the impact of QEP’s settled derivative contracts which during the three and nine months ended September 30, 2012, are reflected below operating (loss) income. See Note 7 - Derivative Contracts for detailed information on derivative contract settlements in the three and nine months ended September 30, 2011.

(2)	Average net realized NGL sales price per gallon is calculated as NGL sales including realized gains from commodity derivative contracts settlements divided by NGL sales volumes.

---

(1)	The revenue variance attributed to the change in volume is calculated by multiplying the change in volumes from the three and nine months ended September 30, 2012, to the three and nine months ended September 30, 2011, by the average field-level price for the three and nine months ended September 30, 2011.

(2)

The revenue variance attributed to the change in price is calculated by multiplying the change in field-level prices or fee from the three and nine months ended September 30, 2012, to the three and nine months ended September 30, 2011, by volume for the three and nine months ended September 30, 2012. Pricing changes are driven by changes in the commodity field-level prices excluding impact from commodity derivatives.

(3)

During the three and nine months ended September 30, 2011, realized gains and losses on commodity derivative contract settlements were included in natural gas revenues on the Condensed Consolidated Statement of Operations. Conversely, during the three and nine months ended September 30, 2012, the realized gains and losses on commodity derivative contract settlements are recognized below operating (loss) income on the Condensed Consolidated Statement of Operations.

---

(1)	The revenue variance attributed to the change in volume is calculated by multiplying the change in volumes from the three and nine months ended September 30, 2012, to the three and nine months ended September 30, 2011, by the average price or fee for the three and nine months ended September 30, 2011.

(2)	The revenue variance attributed to the change in fees is calculated by multiplying the change in prices or fees from the three and nine months ended September 30, 2012, to the three and nine months ended September 30, 2011, by volume for the three and nine months ended September 30, 2012.

(3)

The revenue variance attributed to the change associated with other factors represents the changes in other gathering revenues and changes in other processing fees. These other revenues are not included in average gathering revenue per MMBtu or average fee-based processing revenue per MMBtu in QEP Field Services operating statistics and thus have not been included in the price and volume variance analysis presented above.

---

---

---

---

---

---

---

---

---

---

---

(1)	See discussion of Credit Facility below. Includes outstanding letters of credit of $4.1 million.

(2)	Includes all outstanding long-term debt which is discussed in detail below. At September 30, 2012, debt levels were higher than at December 31, 2011, primarily due to the Acquisition.

(3)	Defined as total debt divided by the sum of total debt plus common shareholders’ equity.

---

•	$176.8 million 6.05% Senior Notes due September 2016

•	$134.0 million 6.80% Senior Notes due April 2018

•	$136.0 million 6.80% Senior Notes due March 2020

•	$625.0 million 6.875% Senior Notes due March 2021

•	$500.0 million 5.375% Senior Notes due October 2022

•	$650.0 million 5.25% Senior Notes due May 2023

---

(1)	Represents the upper end of the most recent guidance and excludes approximately $1.4 billion of properties acquired in the Acquisition.

(2)	Forecast as reported in the 2012 Second Quarter Report on Form 10-Q, filed on July 31, 2012.

---

---

---

---

---

•	QEP’s growth strategies;

•	natural gas, oil and NGL prices and factors affecting the volatility of such prices;

•	plans to drill or participate in wells and to defer completion of wells;

•	future expenses and operating costs;

•	the outcome of contingencies such as legal proceedings;

•	expected contributions related to the Company’s pension plans;

•	results from planned drilling operations and production operations;

•	amount and allocation of forecasted capital expenditures and plans for funding capital expenditures and operating expenses;

•	the amount and timing of the settlement of derivative contracts;

•	incurrence of unrealized derivative gains and losses;

•	expected mix of revenues from the Company’s gathering business;

•	impact on earnings from discontinuing hedge accounting;

•	the significance of Adjusted EBITDA as a measure of cash flow and liquidity;

•	the ability of QEP to use derivative instruments to manage commodity price risk and the availability to the Company of the end-user exemption under Title VII of the Dodd-Frank Act;

•	payment of dividends;

•	plans to hedge a portion of forecasted production;

•	outcome of litigation;

•	potential for future asset impairments;

•	estimated future purchase accounting adjustments;

•	maintaining an appropriate debt rating; and

•	acquisition plans.

---

•	the risk factors discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011

•	changes in natural gas, oil and NGL prices;

•	general economic conditions, including the performance of financial markets and interest rates;

•	global geopolitical and macroeconomic factors;

•	drilling results;

•	shortages of oilfield equipment, services and personnel;

•	permitting delays;

•	operating risks such as unexpected drilling conditions;

•	weather conditions;

•	changes in maintenance and construction costs, including possible inflationary pressures;

•	the availability and cost of debt financing;

•	changes in laws or regulations, including the implementation of the Dodd-Frank Act and initiatives related to drilling and completion techniques, including hydraulic fracturing;

•	actions, or inaction, by federal, state, local or tribal governments;

•	derivatives and hedging activities;

•	liabilities from litigation; and

•	other factors, most of which are beyond the Company’s control.

---

---

---

---

---

Section 1.1	Defined Terms

Section 1.2	References and Rules of Construction

Section 2.1	Purchase and Sale

Section 2.2	Assets

Section 2.3	Excluded Assets

Section 2.4	Effective Time; Proration of Costs and Revenues

Section 2.5	Procedures

Section 3.1	Purchase Price

Section 3.2	Allocation of Purchase Price

Section 3.3	Adjustments to Purchase Price

Section 3.4	Allocated Values

Section 4.1	Seller’s Title

Section 4.2	Title Defects

Section 4.3	Title Benefits

Section 4.4	Title Disputes

Section 4.5	Limitations on Applicability

Section 4.6	Consents to Assignment and Preferential Rights to Purchase

Section 4.7	Casualty or Condemnation Loss

Section 5.1	Generally

Section 5.2	Existence and Qualification

Section 5.3	Power

Section 5.4	Authorization and Enforceability

Section 5.5	No Conflicts.

Section 5.6	Liability for Brokers’ Fees

Section 5.7	Intellectual Property

Section 5.8	Insurance

Section 5.9	Litigation

Section 5.10	Payment of Royalties

Section 5.11	Taxes and Assessments

Section 5.12	Capital Commitments

Section 5.13	Compliance with Laws

Section 5.14	Contracts

Section 5.15	Payments for Production.

---

Section 5.16	Consents and Preferential Purchase Rights

Section 5.17	Properties

Section 5.18	Non-Consent Operations

Section 5.19	Plugging and Abandonment

Section 5.20	Suspense Funds

Section 5.21	Bankruptcy

Section 5.22	Certain Disclaimers

Section 6.1	Generally

Section 6.2	Existence and Qualification

Section 6.3	Power

Section 6.4	Authorization and Enforceability

Section 6.5	No Conflicts

Section 6.6	Liability for Brokers’ Fees

Section 6.7	Litigation

Section 6.8	Financing

Section 6.9	Securities Law Compliance

Section 6.10	Independent Evaluation

Section 6.11	Consents, Approvals or Waivers

Section 6.12	Bankruptcy

Section 6.13	Qualification

Section 6.14	Limitation

Section 7.1	Access

Section 7.2	Government Reviews

Section 7.3	Public Announcements; Confidentiality.

Section 7.4	Operation of Business

Section 7.5	Non-Solicitation of Employees

Section 7.6	Change of Name

Section 7.7	Replacement of Bonds, Letters of Credit and Guaranties

Section 7.8	Notification of Breaches

Section 7.9	Amendment to Schedules

Section 7.10	Regulatory Matters

Section 7.11	Further Assurances

Section 8.1	Seller’s Conditions to Closing

Section 8.2	Purchaser’s Conditions to Closing

Section 9.1	Time and Place of Closing

Section 9.2	Obligations of Seller at Closing

---

Section 9.3	Obligations of Purchaser at Closing

Section 9.4	Closing Payment and Post-Closing Purchase Price Adjustments

Section 10.1	Termination

Section 10.2	Effect of Termination

Section 10.3	Distribution of Deposit Upon Termination

Section 11.1	Assumption

Section 11.2	Indemnification

Section 11.3	Indemnification Actions

Section 11.4	Limitation on Actions

Section 12.1	Tax Filings

Section 12.2	Current Tax Period Taxes

Section 12.3	Purchase Price Adjustments

Section 12.4	Characterization of Certain Payments

Section 12.5	Withholding Taxes

Section 13.1	Counterparts

Section 13.2	Notice

Section 13.3	Tax, Recording Fees, Similar Taxes & Fees

Section 13.4	Governing Law; Jurisdiction

Section 13.5	Waivers

Section 13.6	Assignment

Section 13.7	Entire Agreement

Section 13.8	Amendment

Section 13.9	No Third Party Beneficiaries

Section 13.10	Construction

Section 13.11	Limitation on Damages

Section 13.12	Recording

Section 13.13	Conspicuous

Section 13.14	Time of Essence

Section 13.15	Delivery of Records

Section 13.16	Severability

Section 13.17	Specific Performance

Section 13.18	Like-Kind Exchange

---

Appendix A	-    Definitions

Exhibit A-1	-    Leases

Exhibit A-2	-    Units

Exhibit A-3	-    Gas Gathering Systems and Surface Interests

Exhibit B	-    Form of Assignment

Exhibit C	-    Form of Letter-in-Lieu

Exhibit D	-    Form of Transition Services Agreement

---

---

---

---

---

---

---

---

---

---

---

---

---

(A)	with respect to alleged Environmental Defects (for which the asserted Title Defect Amount is in excess of the Individual Defect Threshold) for which Purchaser and Seller have not, prior to the Closing, agreed to a Title Defect Amount (in accordance with Section 4.2(d)(iv)) or for which, prior to Closing, the Title Defect Amount has not been determined pursuant to Section 4.4;

(B)	in the event the Parties have not, prior to Closing, agreed that an alleged Environmental Defect constitutes a Title Defect;

(C)	with respect to alleged Environmental Defects for which the asserted Title Defect Amount is less than the Allocated Value of the Title Defect Property and the Parties have made an election to exclude pursuant to Section 4.2(c);

(D)	with respect to an alleged Environmental Defect for which the asserted Title Defect Amount is equal to or greater than the Allocated Value of the Title Defect Property and Seller has made an election to exclude pursuant to Section 4.2(c); or

(E)	with respect to any alleged Environmental Defect for which Seller has provided notice to Purchaser prior to or on the Closing Date that Seller intends to cure or remove the Environmental Defect on or before 180 days after the Title Claim Date (the “Environmental Cure Period”),

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(i)	entitles Seller to receive Hydrocarbons within, produced, saved and marketed from such Units (after satisfaction of all royalties, overriding royalties, net profits interests or other similar

---

(ii)

obligates Seller to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, of each Unit not greater than the working interest shown therefor on Schedule 3.4, without future increase, except for (a) increases that are accompanied by at least a proportionate increase in Seller’s Net Revenue Interest, (b) increases resulting from contribution requirements with respect to defaults by co-owners under the applicable operating agreement and (c) as otherwise shown on Schedule 3.4; and

(iii)	is free and clear of liens, encumbrances, obligations, or defects.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

Appendix A	-    Definitions

Exhibit A-1	-    Leases

Exhibit A-2	-    Units

Exhibit A-3	-    Gas Gathering Systems and Surface Interests

Exhibit B	-    Form of Assignment

Exhibit C	-    Form of Letter-in-Lieu of Transfer Order

Exhibit D	-    Retained ORRIs

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(A)	with respect to alleged Environmental Defects (for which the asserted Title Defect Amount is in excess of the Individual Defect Threshold) for which Purchaser and Sellers’ Representative have not, prior to the Closing, agreed to a Title Defect Amount (in accordance with Section 4.2(d)(iv)) or for which, prior to Closing, the Title Defect Amount has not been determined pursuant to Section 4.4;

(B)	in the event the Purchaser and Sellers’ Representative have not, prior to Closing, agreed that an alleged Environmental Defect constitutes a Title Defect;

(C)	with respect to alleged Environmental Defects for which the asserted Title Defect Amount is less than the Allocated Value of the Title Defect Property and an election has been made to exclude such Title Defect Property pursuant to Section 4.2(c);

(D)	with respect to an alleged Environmental Defect for which the asserted Title Defect Amount is equal to or greater than the Allocated Value of the Title Defect Property and Sellers’ Representative has made an election to exclude pursuant to Section 4.2(c); or

(E)	with respect to any alleged Environmental Defect for which Sellers’ Representative has provided notice to Purchaser prior to or on the Closing Date that one or more Sellers intend to cure or remove the Environmental Defect on or before 180 days after the Title Claim Date (the “Environmental Cure Period”),

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(i)

entitles such Seller to receive Hydrocarbons within, produced, saved and marketed from such Units (after satisfaction of all royalties, overriding royalties, net profits interests or other similar burdens paid to Third Parties on or measured by production of Hydrocarbons, hereinafter “Net Revenue Interest”) of not less than the Net Revenue Interest for such Seller on Schedule 3.4 for the Units, as applicable, except for (a) decreases in connection with those operations in which such Seller may be a nonconsenting co-owner, (b) decreases resulting from the reversion of

---

(ii)

obligates such Seller to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, of each Unit not greater than the working interest shown therefor on Schedule 3.4 for such Units, without future increase, except for (a) increases that are accompanied by at least a proportionate increase in such Seller’s Net Revenue Interest, (b) increases resulting from contribution requirements with respect to defaults by co-owners under the applicable operating agreement and (c) as otherwise shown on Schedule 3.4; and

(iii)	is free and clear of liens, encumbrances, obligations, or defects.

---

---

---

---

---

---

---

---

---

---

---

1.	I have reviewed this Form 10-Q of QEP Resources, Inc.;

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 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.

1.	I have reviewed this Form 10-Q of QEP Resources, Inc.;

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 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.

(1)	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.