AutoNation, Inc.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-9787
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A. |
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Full title of the plan and address of the plan, if different from that of the issuer
named below: |
AUTONATION 401(K) PLAN
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B. |
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Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office: |
AUTONATION, INC.
110 S. E. 6th St.
Fort Lauderdale, Florida 33301
AUTONATION
401(k) PLAN
FINANCIAL STATEMENTS
December 31, 2006 and 2005
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of
AutoNation 401(k) Plan
Fort Lauderdale, Florida
We have audited the accompanying statements of net assets available for benefits of AutoNation
401(k) Plan (“the Plan”) as of December 31, 2006 and 2005, and the related statement of changes in
net assets available for benefits for the year ended December 31, 2006. These financial statements
are the responsibility of the Plan’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and
the changes in net assets available for benefits for the year ended December 31, 2006 in conformity
with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year), is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor’s Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental
schedule is the responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 2006 financial statements
and, in our opinion, is fairly stated in all material respects in relation to the basic 2006
financial statements taken as a whole.
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/s/ Crowe Chizek and Company LLC |
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Crowe Chizek and Company LLC |
South Bend, Indiana
June 27, 2007
1.
AUTONATION
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2006 and 2005
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2006 |
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2005 |
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ASSETS |
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Cash |
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$ |
671,084 |
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$ |
409,642 |
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Investments, at fair value (Notes 3 and 4) |
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400,367,417 |
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371,727,836 |
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Receivables |
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Employer contributions |
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164,639 |
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173,728 |
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Participant contributions |
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1,033,956 |
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1,262,185 |
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Total receivables |
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1,198,595 |
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1,435,913 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
402,237,096 |
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$ |
373,573,391 |
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See accompanying notes to financial statements.
2.
AUTONATION
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2006
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Additions to net assets attributed to: |
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Investment income |
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Dividends |
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$ |
19,281,505 |
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Interest |
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4,296 |
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Net appreciation in fair value of investments (Note 3) |
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16,409,272 |
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35,695,073 |
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Contributions |
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Participant |
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35,435,818 |
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Participant rollovers |
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2,047,435 |
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Employer |
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5,207,003 |
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42,690,256 |
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Other income |
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434,974 |
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Total additions |
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78,820,303 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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(50,063,254 |
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Distributions due to loan defaults |
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(9,368 |
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Administrative expenses |
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(83,976 |
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Total deductions |
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(50,156,598 |
) |
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Net increase |
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28,663,705 |
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Net assets available for benefits |
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Beginning of year |
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373,573,391 |
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End of year |
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$ |
402,237,096 |
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See accompanying notes to financial statements.
3.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — DESCRIPTION OF PLAN
General: The following description of the AutoNation 401(k) Plan, as amended through
December 31, 2006 (“the Plan”), is provided for general information purposes only. Participants
should refer to the Plan document for a more complete description of the Plan.
The Plan was established effective January 1, 1994 to provide benefits to all eligible employees of
AutoNation, Inc. (“the Company”, formerly Republic Industries, Inc.) The Plan is a defined
contribution plan with a cash or deferred arrangement under Section 401(k) of the Internal Revenue
Code of 1986, as amended (“IRC”). The Plan is subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”). The Employee Benefits Committee, which consists of members of
the Company’s senior management, is designated as the Plan Administrator.
Although it has expressed no intention to do so, the Company retains the right, if necessary, to
terminate the Plan. In the event of the Plan’s termination, all amounts credited to participants’
accounts become fully vested subject to the requirements of ERISA. The Company also retains the
right to amend the Plan.
Eligibility: Under the terms of the Plan, most employees who are at least 18 years of age
are eligible to participate in the Plan immediately upon the date of hire with the Company.
However, effective October 1, 2001, any employees employed by the Company after that date due to a
business acquisition will not be eligible to participate in the Plan until the first day of the
month coincident with or next following three months of service.
The Plan also includes a provision to allow employees of certain subsidiaries of the Company to be
eligible for participation in the Plan under these requirements.
Participant Accounts: Individual accounts are maintained for each of the Plan’s
participants to reflect the participant’s contributions and related employer matching
contributions, as well as the income attributable to the participant’s account.
Contributions and Funding Policy: Under the provisions of the Plan, participants may
direct the Company to defer a portion of their compensation to the Plan, subject to a minimum of 1%
and effective January 1, 2006 a maximum of 25% of eligible compensation, as defined by the Plan.
Prior to January 1, 2006, participants were allowed to defer a maximum of 15%. In 2006, the Plan
allowed a participant to direct up to 10% of their contribution to be invested in shares of the
Company’s common stock. Amounts contributed by participants are fully vested when made. In 2006
and 2005, each eligible participant could contribute up to $15,000 and $14,000, respectively,
subject to other applicable IRC limitations. The Plan also allowed participants that had attained
age 50 to make additional contributions to the Plan of up to $5,000 and $4,000 for the years ended
December 31, 2006 and 2005, respectively. Effective January 1, 2006, the 401(k)
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — DESCRIPTION OF PLAN (Continued)
contributions of Highly Compensated Employees are limited to 4% of eligible compensation. The
Plan allows for rollovers of vested contributions from previous employers’ qualified plans.
The Company makes an employer matching contribution of $.50 for each $1 of employee contributions
up to 2% of the employee’s eligible compensation, except for those employees eligible for a
matching contribution under a non-qualified deferred compensation plan. This contribution is made
for each payroll period by the Company to all participants who are credited with at least one year
of service. A participant becomes fully vested in the employer match immediately upon contribution.
The employer match is invested in shares of the Company’s common stock. Participants are not able
to re-direct these contributions until they have completed three years of service with the Company
and, as such, these investments are non-participant directed. The employer matching contribution
for 2006 was $5,207,003.
The Company may also make a discretionary contribution to the Plan. The Company did not make a
discretionary contribution to the Plan for the 2006 Plan year.
In no event will an attained vesting percentage be curtailed due to any subsequent amendments to
vesting provisions.
Loan to Participants: The Plan does not permit participant loans. However, the Plan
accepts and services loans transferred from the plans of acquired companies.
Investments: The Company entered into an agreement whereby Merrill Lynch Trust Company
(“the Trustee”) has been appointed the trustee of the Plan’s assets. Under the terms of the
agreement, the Trustee holds and invests the funds of the Plan subject to the direction of the
Employee Benefits Committee.
The Plan provided the following investment alternatives for participants in 2006.
Merrill Lynch Equity Index Trust XII — A collective trust that invests in a portfolio of equity
securities designed to substantially equal the performance of the Standard & Poor’s 500
Composite Stock Price Index.
Merrill Lynch Retirement Preservation Trust — A collective trust in which amounts are invested
in U.S. Treasury Obligations, U.S. government agency securities and guaranteed investment
contracts.
Allianz OCC Renaissance Fund* — A mutual fund that seeks long-term growth of capital and income.
The fund seeks to achieve its investment objective by normally investing at least
(Continued)
5.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — DESCRIPTION OF PLAN (Continued)
65% of its assets in common stocks of companies with below-average valuations whose business
fundamentals are expected to improve.
The Oakmark International Fund — A mutual fund that invests primarily in common stock of
non-U.S. companies. The Funds may invest in mature markets and in less developed markets.
American Century Small Cap Value Inst Fund — A mutual fund that invests in undervalued companies
and holds them until their stock price has increased to reflect the fair value of the company.
AutoNation, Inc. common stock — This option invests exclusively in shares of the Plan Sponsor’s
common stock.
PIMCO Total Return Fund — A mutual fund that predominantly invests in a portfolio of debt
securities, including U.S. government securities, mortgage-related securities and corporate
bonds. The fund may also invest in securities denominated in foreign currencies and certain
derivative instruments, contracts or options for the purpose of hedging or increasing its
return.
The Oakmark Fund — A mutual fund that primarily invests in common stock of United States
companies. The fund seeks long-term capital appreciation. The fund especially seeks securities
that are priced significantly lower than their long-term value. The fund may invest up to 25%
of its assets in foreign securities.
Fidelity Magellan Fund* — A mutual fund that invests in equity securities of a portfolio of
large cap growth and value oriented companies.
Fidelity Equity Income Fund* — A mutual fund that invests in a portfolio of income producing
domestic and foreign equity securities and certain debt securities.
Chesapeake Core Growth** — A mutual fund that invests in equity securities primarily of the
largest 1,000 companies domiciled in the United States based on market capitalization.
(Continued)
6.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 1 — DESCRIPTION OF PLAN (Continued)
Munder Mid-Cap Core Growth** — A mutual fund that invests in equity securities of
mid-capitalization companies.
* At the direction of the Employee Benefits Committee, plan assets held within the Allianz OPCAP
Renaissance Fund, Fidelity Magellan Fund and Fidelity Equity Income Fund were liquidated January
31, 2006 and the investment options no longer offered by the Plan.
** At the direction of the Employee Benefits Committee, the Chesapeake Core Growth and Munder
Mid-Cap Core Growth funds were added to the Plan’s investment options February 1, 2006.
Payment of Benefits: On termination of service due to death, disability, retirement, or
termination of employment, a participant may elect to receive either a lump-sum amount equal to the
value of the participant’s vested interest in his or her account, or monthly, quarterly, or annual
installments over a period not to exceed the participant’s life expectancy or the joint life
expectancy of the participant and the participant’s surviving spouse or other designated
beneficiary.
Upon meeting certain criteria specified in the Plan document, a participant may elect to receive an
in-service withdrawal of his/her account, or portion of his/her account. A participant may receive
a hardship distribution, may withdraw all or a portion of an after-tax account and rollover account
at any time, may withdraw all or a portion of a prior plan account or grandfathered prior plan
account after attaining five years of employment with the Company, and may take an in-service
withdrawal of all or a portion of his/her account held in the Plan upon attaining age 59 1/2.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The accompanying financial statements are prepared under the accrual
basis of accounting in conformity with U.S. generally accepted accounting principles.
Use of Estimates: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those estimates.
(Continued)
7.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment Valuation and Income Recognition: The Plan’s investments are stated at fair
value. The fair value of the Plan’s interests in the common collective trust fund is based upon
the net asset values of such funds reflecting all investments at fair value, including indirect
interests in fully benefit-responsive contracts, as reported by the Plan trustee. The fair values
of the investment contracts have been estimated with a discounted cash flows methodology, utilizing
current rates of return available for similar contracts, with comparable credit risks, as of the
respective financial statement dates. Quoted market prices are used to value mutual fund and
common stock investments. Participant loans are stated at cost, which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. The Plan records dividends
on the ex-dividend date.
Risks and Uncertainties: The Plan provides for various investment options. The underlying
investment securities are exposed to various risks, such as interest rate, market and credit. Due
to the level of risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least reasonably possible that
changes in risk in the near term could materially affect participants’ account balances and the
amounts reported in the statement of net assets available for benefits and the statement of changes
in net assets available for benefits. At December 31, 2006 and 2005, approximately 16% and 19% of
the Plan’s assets were invested in AutoNation, Inc. common stock, respectively.
Adoption of New Accounting Standard: The Plan retroactively adopted Financial Accounting
Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by the Certain Investment Companies Subject to the
AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“the
FSP”) in 2006. Pursuant to the adoption of the FSP, fully benefit-responsive investment contracts
included in the underlying investments of a common collective trust fund in which the Plan holds an
interest are to be presented at fair value. In addition, any material difference between the fair
value of these investments and their contract value is to be presented as a separate adjustment
line in the statement of net assets available for benefits. Management has determined that the
estimated fair value of the Plan’s indirect investments in fully benefit-responsive contracts as of
December 31, 2006 and 2005 approximates contract value, and any difference between fair value and
contract value is immaterial. As a result, the adoption of the FSP would have no material impact
on the statement of net assets available for benefits as of December 31, 2006 and 2005.
Accordingly, management determined that no adjustment will be made as a result of adoption of the
FSP.
(Continued)
8.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 3 — INVESTMENTS
The following presents investments stated at fair value that represent 5 percent or more of the
Plan’s net assets.
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2006 |
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2005 |
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Merrill Lynch Equity Index Trust XII, 3,516,487 and 3,731,305 shares, respectively |
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$ |
58,654,999 |
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$ |
53,805,417 |
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Merrill Lynch Retirement Preservation Trust, 58,222,305 and 53,681,830 shares, respectively |
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58,222,305 |
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53,681,830 |
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Allianz OCC Renaissance Fund, 0 and 1,043,650 shares, respectively |
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— |
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22,636,761 |
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PIMCO Total Return Fund, 4,931,148 and 4,657,137 shares, respectively |
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51,185,321 |
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49,004,940 |
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AutoNation, Inc. Common Stock, 2,998,410 and 3,261,076 shares, respectively* |
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63,926,110 |
* |
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70,863,177 |
* |
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Oakmark International Fund, 1,799,102 and 1,412,462 shares, respectively |
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45,787,141 |
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31,808,637 |
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American Century Small Cap Value Fund Inst Class, 5,549,439
and 5,259,615 shares, respectively |
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54,162,523 |
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50,755,287 |
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Oakmark Fund Class I, 571,077 and 536,879 shares, respectively |
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26,223,840 |
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21,947,616 |
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Munder Mid-Cap Core Growth Cl A, 1,010,853 and 0 shares, respectively |
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25,412,839 |
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— |
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| * |
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The Plan allows participants to direct the investment of a portion of their salary deferral
contributions into shares of the Company’s common stock. The Plan also provides that
employer-matching contributions will be invested only in shares of the Company’s common stock
and will not be subject to participants’ investment direction until the participant has
completed three years of service with the Company. The portion of the Plan’s investment in
shares of the Company’s common stock that is not subject to participant investment direction
is detailed in Note 4. |
(Continued)
9.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 3 — INVESTMENTS (Continued)
During 2006, the Plan’s investments (including gains and losses on investments bought, sold, as
well as held during the year) appreciated (depreciated) in value as follows:
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Mutual funds |
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$ |
9,410,620 |
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Common collective trusts |
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8,293,272 |
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AutoNation, Inc. common stock |
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(1,294,620 |
) |
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$ |
16,409,272 |
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NOTE 4 — NONPARTICIPANT-DIRECTED ASSETS
Information about the significant components of net assets and the changes in net assets relating
to the nonparticipant-directed investments is as follows:
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2006 |
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2005 |
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Net assets |
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AutoNation, Inc. common stock |
|
$ |
57,959,758 |
|
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$ |
64,534,195 |
|
Employer contribution receivable |
|
|
164,639 |
|
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|
173,728 |
|
|
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|
|
|
|
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|
|
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$ |
58,124,397 |
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$ |
64,707,923 |
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2006 |
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Changes in net assets |
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Employer contributions |
|
$ |
5,207,003 |
|
Net appreciation |
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(1,048,324 |
) |
Benefits paid to participants |
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(7,347,813 |
) |
Transfers to participant-directed investments |
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(3,394,392 |
) |
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$ |
(6,583,526 |
) |
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NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor Regulations as any fiduciary of the Plan,
any party rendering service to the Plan, the employer and certain others. Certain plan investments
are common collective trusts managed by Merrill Lynch Asset Management Company, an affiliate of the
Trustee. Other plan investments are in common stock of the Company. These investments and related
investment income represent party-in-interest transactions to the Plan.
10.
AUTONATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS (Continued)
As of December 31, 2006 and 2005, the value of the Company common stock was $63,926,110 and
$70,863,177, respectively.
The Plan accepts and services loans as described in Note 1. These loans and related interest
represent party-in-interest transactions of the Plan.
Administrative fees of $83,976 were paid by the Plan to the Trustee for the plan year ended
December 31, 2006, which qualify as
party-in-interest transactions. The Company pays certain fees
and expenses of the Plan, which primarily consist of legal, administrative, and accounting fees.
NOTE 6 — INCOME TAX STATUS
The Internal Revenue Service has determined, and informed the Company by a letter dated August 11,
2003, that the Plan is designed and qualified in accordance with applicable sections of the IRC.
The Plan has been amended since receiving this determination letter. However, the Plan
Administrator believes that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC, and remains qualified.
NOTE 7 — PLAN AMENDMENT
The Plan was amended effective January 1, 2006 to 1) increase the allowable deferral rate from 15%
of eligible compensation to 25% (if participant is deemed highly compensated by Internal Revenue
Service guidelines, the participant is limited to a 4% deferral rate) and 2) exclude company
matching funds within the Plan for any participant eligible to receive matching contributions in a
non-qualified deferred compensation plan.
11.
AUTONATION
401(k) PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2006
Name of Plan Sponsor: AutoNation, Inc.
Employer Identification Number: 73-1105145
Three Digit Plan Number: 001
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(c) |
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Description of |
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Investment |
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(b) |
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Including |
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Identity of |
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Maturity Date, |
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Issue, Borrower, |
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Rate of Interest, |
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(e) |
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Lessor, or |
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Collateral, Par or |
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(d) |
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Current |
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| (a) |
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Similar Party |
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Maturity Value |
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Cost |
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Value |
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| * |
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Merrill Lynch Equity Index |
|
Common/collective fund |
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| |
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Trust Fund XII |
|
(3,516,487 shares) |
|
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** |
|
|
$ |
58,654,999 |
|
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| * |
|
Merrill Lynch Retirement |
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Common/collective fund |
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|
|
|
|
| |
|
Preservation Trust Fund |
|
(58,222,305 shares) |
|
|
** |
|
|
|
58,222,305 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
AutoNation, Inc. |
|
Common stock |
|
|
|
|
|
|
|
|
| |
|
|
|
(2,998,410 shares) |
|
|
41,093,119 |
|
|
|
63,926,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
The Oakmark International |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
Fund |
|
(1,799,102 shares) |
|
|
** |
|
|
|
45,787,141 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PIMCO Total Return Fund |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
|
|
(4,931,148 shares) |
|
|
** |
|
|
|
51,185,321 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
PIMCO Total Return Fund |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
Class A |
|
(297 shares) |
|
|
** |
|
|
|
3,085 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
American Century Small Cap |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
Value Inst Fund |
|
(5,549,439 shares) |
|
|
** |
|
|
|
54,162,523 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
The Oakmark Fund |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
|
|
(571,077 shares) |
|
|
** |
|
|
|
26,223,840 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Munder Mid-Cap Core |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
Growth Fund |
|
(1,010,853 shares) |
|
|
** |
|
|
|
25,412,839 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Chesapeake Core Growth |
|
Registered investment company |
|
|
|
|
|
|
|
|
| |
|
Fund |
|
(926,593shares) |
|
|
** |
|
|
|
16,743,538 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Loans to participants |
|
Interest rates from |
|
|
|
|
|
|
|
|
| |
|
|
|
8.25 to 10% |
|
|
|
|
|
|
45,716 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total |
|
|
|
|
|
|
|
$ |
400,367,417 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Represents a party in interest to the Plan |
| |
| ** |
|
Cost information not required for participant directed investments. |
13.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company (or other persons who administer the employee benefit plan) has duly caused
this annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
| |
|
|
|
|
|
|
| |
|
AutoNation 401(k) Plan |
|
|
|
|
|
|
(Name of Plan) |
|
|
|
|
|
|
|
|
|
Date: June 29, 2007
|
|
By:
|
|
/s/ Michael J. Stephan
|
|
|
| |
|
|
Title:
|
|
Vice President, Corporate Controller
|
|
|
14.