Information about our Executive Officers (As of February 1, 2020)
Date assumed Executive
Name Position Age Officer Position
H. Lawrence Culp, Jr. Chairman of the Board & Chief Executive Officer 56 October 2018 Jamie S. Miller Senior Vice President & Chief Financial Officer 51 November 2017 Michael J. Holston Senior Vice President, General Counsel & Secretary 57 April 2018
David L. Joyce Vice Chairman of General Electric Company; 63 September 2016
President & CEO, GE Aviation
L. Kevin Cox Senior Vice President, Chief Human Resources Officer 56 February 2019 Kieran P. Murphy Senior Vice President of General Electric Company; 56 September 2018
President & CEO, GE Healthcare
Jérôme X. Pécresse Senior Vice President of General Electric Company; 52 September 2018 President & CEO, GE Renewable Energy
Russell Stokes Senior Vice President of General Electric Company; 48 September 2018 President & CEO, GE Power Portfolio
Scott L. Strazik Senior Vice President of General Electric Company; 41 January 2019 CEO, GE Gas Power
Thomas S. Timko Vice President, Controller & Chief Accounting Officer 51 September 2018 All Executive Officers are elected by the Board of Directors for an initial term that continues until the Board meeting immediately preceding the next annual statutory meeting of shareholders, and thereafter are elected for one-year terms or until their successors have been elected. All Executive Officers have been executives of General Electric Company for the last five years except for Messrs.
Culp, Cox, Holston, Pécresse and Timko.
Prior to joining GE in April 2018 as an independent director and being elected to the position of Chairman and CEO in October 2018, Mr. Culp served as CEO at Danaher Corp. (2001-2014); as a senior advisor at Danaher Corp. (2014-2016); as a senior lecturer at Harvard Business School (2015-2018); and as a senior adviser at Bain Capital Private Equity, LP (2017-2018).
Prior to joining GE in February 2019, Mr. Cox had been Chief Human Resources Officer at American Express since 2005.
Prior to joining GE in April 2018, Mr. Holston had been general counsel at Merck since 2015, after joining the drugmaker as chief ethics and compliance officer in 2012.
Prior to joining GE in November 2015 with the acquisition of Alstom, Mr. Pécresse was an Executive Vice President of Alstom since June 2011.
Prior to joining GE in September 2018, Mr. Timko was Vice President, Controller and Chief Accounting Officer at General Motors since 2013.
The remaining information called for by this item is incorporated by reference to “Election of Directors,” “Other Governance Policies &
Practices” and “Board Operations” in our definitive proxy statement for our 2020 Annual Meeting of Shareholders to be held May 5, 2020, which will be filed within 120 days of the end of our fiscal year ended December 31, 2019 (the 2020 Proxy Statement).
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)1. Financial Statements
Included in the “Financial Statements and Supplementary Data” section of this report:
Management’s Annual Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm
Statement of Earnings (Loss) for the years ended December 31, 2019, 2018 and 2017 Statement of Financial Position at December 31, 2019 and 2018
Statement of Cash Flows for the years ended December 31, 2019, 2018 and 2017
Statement of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017 Statement of Changes in Shareholders' Equity for the years ended December 31, 2019, 2018 and 2017 Notes to consolidated financial statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Summary of Operating Segments (a)2. Financial Statement Schedules
The schedules listed in Reg. 210.5-04 have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(a)3. Exhibit Index Exhibit
Number
Description
2(a) Transaction Agreement and Plan of Merger dated as of October 30, 2016 among General Electric, Baker Hughes
Incorporated, Bear Mergersub, Inc. and Bear Newco, Inc. (Incorporated by reference to Exhibit 2.1 to GE’s Current Report on Form 8-K, dated November 3, 2016 (Commission file number 001-00035)).
2(b) Amendment to Transaction Agreement and Plan of Merger dated March 27, 2017 between General Electric Company, Baker Hughes Incorporated, Bear Newco, Inc., Bear MergerSub, Inc., BHI Newco, Inc., and Bear MergerSub 2, Inc.
(Incorporated by reference to Bear Newco, Inc.'s Registration Statement on Form S-4, pages A-II-I through G-16, filed pursuant to Rule 424(b)(3) on May 30, 2017 (Commission file number 333-216991)).
3(i) The Restated Certificate of Incorporation of General Electric Company (Incorporated by reference to Exhibit 3(i) to GE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013), as amended by the Certificate of Amendment, dated December 2, 2015 (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated December 3, 2015), as further amended by the Certificate of Amendment, dated January 19, 2016 (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated January 20, 2016), as further amended by the Certificate of Change of General Electric Company (Incorporated by reference to Exhibit 3(1) to GE’s Current Report on Form 8-K, dated September 1, 2016, as further amended by the Certificate of Amendment, dated May 13, 2019 (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated May 13, 2019), and as further amended by the Certificate of Change of General Electric Company (Incorporated by reference to Exhibit 3.1 to GE’s Current Report on Form 8-K, dated December 9, 2019) (in each case, under Commission file number 001-00035).
3(ii) The By-Laws of General Electric Company, as amended on May 13, 2019 (Incorporated by reference to Exhibit 3.2 to GE’s Current Report on Form 8-K dated May 13, 2019) (Commission file number 001-00035)).
4(a) Amended and Restated General Electric Capital Corporation Standard Global Multiple Series Indenture Provisions dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(a) to General Electric Capital Corporation’s Registration Statement on Form S-3, File No. 333-59707 (Commission file number 001-06461)).
4(b) Third Amended and Restated Indenture dated as of February 27, 1997, between General Electric Capital Corporation and The Bank of New York Mellon, as successor trustee (Incorporated by reference to Exhibit 4(c) to General Electric Capital Corporation’s Registration Statement on Form S-3, File No. 333-59707 (Commission file number 001-06461)).
4(c) First Supplemental Indenture dated as of May 3, 1999, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(dd) to General Electric Capital Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3, File No. 333-76479 (Commission file number 001-06461)).
4(d) Second Supplemental Indenture dated as of July 2, 2001, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(f) to General Electric Capital Corporation’s Post-Effective Amendment No.1 to Registration Statement on Form S-3, File No. 333-40880 (Commission file number 001-06461)).
4(e) Third Supplemental Indenture dated as of November 22, 2002, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(cc) to General Electric Capital Corporation’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, File No. 333 100527 (Commission file number 001-06461)).
4(f) Fourth Supplemental Indenture dated as of August 24, 2007, supplemental to Third Amended and Restated Indenture dated as of February 27, 1997 (Incorporated by reference to Exhibit 4(g) to General Electric Capital Corporation’s Registration Statement on Form S-3, File number 333-156929 (Commission file number 001-06461)).
4(h) Indenture dated as of October 26, 2015, among GE Capital International Funding Company, as issuer, General Electric Company and General Electric Capital Corporation, as guarantors and The Bank of New York Mellon, as trustee (Incorporated by reference to Exhibit 99 to General Electric’s Current Report on Form 8-K filed on October 26, 2015 (Commission file number 001-00035)).
4(i) Global Supplemental Indenture dated as of April 10, 2015, among General Electric Capital Corporation, General Electric Company and The Bank of New York Mellon, as trustee. (Incorporated by reference to Exhibit 4(i) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2015).
4(j) Second Global Supplemental Indenture dated as of December 2, 2015, among General Electric Capital Corporation, General Electric Company and The Bank of New York Mellon, as successor trustee (Incorporated by reference to Exhibit 4.2 to General Electric’s Current Report on Form 8-K filed on December 3, 2015 (Commission file number 001-00035)).
4(k) Agreement to furnish to the Securities and Exchange Commission upon request a copy of instruments defining the rights of holders of certain long-term debt of the registrant and consolidated subsidiaries.*
4(l) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*
(10) Except for 10(aa) and (bb) below, all of the following exhibits consist of Executive Compensation Plans or Arrangements:
(a) General Electric Incentive Compensation Plan, as amended effective July 1, 1991 (Incorporated by reference to Exhibit 10(a) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 1991).
(b) General Electric Financial Planning Program, as amended through September 1993 (Incorporated by reference to Exhibit 10(h) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 1993).
(c) General Electric Supplemental Life Insurance Program, as amended February 8, 1991 (Incorporated by
reference to Exhibit 10(i) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 1990).
(d) General Electric Directors’ Charitable Gift Plan, as amended through December 2002 (Incorporated by reference to Exhibit 10(i) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2002).
(e) General Electric Leadership Life Insurance Program, effective January 1, 1994 (Incorporated by reference to Exhibit 10(r) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 1993).
(f) General Electric Supplementary Pension Plan, as amended effective July 1, 2015. (Incorporated by reference to Exhibit 10(f) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2015).
(g) General Electric 2003 Non-Employee Director Compensation Plan, Amended and Restated as of December 7, 2018 (Incorporated by reference to Exhibit 10(g) to GE's Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2018).
(h) Form of Director Indemnification Agreement (Incorporated by reference to Exhibit 10(cc) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2018).
(i) Amendment to Nonqualified Deferred Compensation Plans, dated as of December 14, 2004 (Incorporated by reference to Exhibit 10(w) to the GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2004).
(j) GE Retirement for the Good of the Company Program, as amended effective January 1, 2009 (Incorporated by reference to Exhibit 10(j) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2008).
(k) GE Excess Benefits Plan, effective January 1, 2009 (Incorporated by reference to Exhibit 10(k) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2008).
(l) General Electric 2006 Executive Deferred Salary Plan, as amended January 1, 2009 (Incorporated by reference to Exhibit 10(l) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2008).
(m) GE 2007 Long-Term Incentive Plan as amended and restated April 26, 2017, and as further amended and restated February 15, 2019 (Incorporated by reference to Exhibit 10(l) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2018).
(n) Form of Agreement for Stock Option Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as amended January 1, 2009 (Incorporated by reference to Exhibit 10(n) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2008).
(o) Form of Agreement for Annual Restricted Stock Unit Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as amended February 7, 2014 (Incorporated by reference to Exhibit 10(a) to GE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (Commission file number 001-00035)).
(p) Form of Agreement for Periodic Restricted Stock Unit Grants to Executive Officers under the General Electric Company 2007 Long-Term Incentive Plan, as amended February 7, 2014 (Incorporated by reference to Exhibit 10(b) to GE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (Commission file number 001-00035)).
(q) Form of Agreement for Performance Stock Unit Grants to Executive Officers in 2018 under the General Electric Company 2007 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10(r) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2018).
(r) Form of Agreement for Performance Stock Unit Grants to Executive Officers in 2019 under the General Electric Company 2007 Long-Term Incentive Plan.*
(s) General Electric International Employee Stock Purchase Plan, as amended and restated on April 25, 2018 (Incorporated by reference to Exhibit 99.1 to GE’s Registration Statement on Form S-8, dated May 1, 2018, File No. 333-224587 (Commission file number 001-00035)).
(t) General Electric Company Annual Executive Incentive Plan, effective January 1, 2018 (Incorporated by reference to Exhibit 10(a) to GE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (Commission file number 001-00035)).
(u) Employment Agreement between Henry Lawrence Culp, Jr. and General Electric Company, effective October 1, 2018 (Incorporated by reference to Exhibit 10(z) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2018).
(v) GE Performance Stock Unit Grant Agreement for H. Lawrence Culp, Jr. (Incorporated by reference to Exhibit 10(aa) to GE’s Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 2018).
(w) Employment Agreement between Michael Holston and General Electric Company, effective April 9, 2018 (Incorporated by reference to Exhibit 10(a) to GE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission file number 001-00035)).
(x) Employment Agreement between L. Kevin Cox and General Electric Company, effective January 22, 2019.*
(y) GE Performance Stock Unit Grant Agreement for David Joyce, effective December 23, 2019.*
(z) Employment Agreement between Carolina Dybeck Happe and General Electric Company, effective November 24, 2019.*
(aa) Amended and Restated Agreement, dated April 10, 2015, between General Electric Company and General Electric Capital Corporation (Incorporated by reference to Exhibit 10 to GE’s Current Report on Form 8-K, dated April 10, 2015 (Commission file number 001-00035)).
(bb) Credit Agreement dated as of June 22, 2018 among General Electric Company, as the borrower, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and the lenders party thereto (Incorporated by reference to Exhibit 10(b) to GE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018) and Amendment No. 1 to Credit Agreement dated March 12, 2019 (Incorporated by reference to Exhibit 10(b) to GE’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019) (Commission file number 001-00035)).
(11) Statement re Computation of Per Share Earnings.**
(21) Subsidiaries of Registrant.*
(23) Consent of Independent Registered Public Accounting Firm.*
(24) Power of Attorney.*
31(a) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
31(b) Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
(32) Certification Pursuant to 18 U.S.C. Section 1350.*
99(a) Undertaking for Inclusion in Registration Statements on Form S-8 of General Electric Company (Incorporated by reference to Exhibit 99(b) to General Electric Annual Report on Form 10-K (Commission file number 001-00035) for the fiscal year ended December 31, 1992).
99(b) Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12(a) to GE Capital’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (Commission file number 001-06461)).
99(c) Supplement to Present Required Information in Searchable Format.*
(101) The following materials from General Electric Company's Annual Report on Form 10-K for the year ended December 31, 2018, formatted as Inline XBRL (eXtensible Business Reporting Language); (i) Statement of Earnings (Loss) for the years ended December 31, 2019, 2018 and 2017, (ii) Statement of Financial Position at December 31, 2019 and 2018, (iii) Statement of Cash Flows for the years ended December 31, 2019, 2018 and 2017, (iv) Statement of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017, (v) Statement of Changes in Shareholders' Equity for the years ended December 31, 2019, 2018 and 2017, and (vi) the Notes to Consolidated Financial Statements.*
(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed electronically herewith.
** Information required to be presented in Exhibit 11 is provided in Note 18 to the consolidated financial statements in this Form 10-K Report in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification 260, Earnings Per Share.
FORM 10-K CROSS REFERENCE INDEX
Item Number Page(s)
Part I
Item 1. Business 3, 7, 9-20
Item 1A. Risk Factors 50-57
Item 1B. Unresolved Staff Comments Not applicable
Item 2. Properties 3
Item 3. Legal Proceedings 106-109
Item 4. Mine Safety Disclosures Not applicable
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities 50
Item 6. Selected Financial Data 49
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4-49
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28-30, 102-104
Item 8. Financial Statements and Supplementary Data 62-120
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable
Item 9A. Controls and Procedures 58
Item 9B. Other Information Not applicable
Part III
Item 10. Directors, Executive Officers and Corporate Governance 122
Item 11. Executive Compensation (a)
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters (b), 99-100
Item 13. Certain Relationships and Related Transactions, and Director Independence (c)
Item 14. Principal Accountant Fees and Services (d)
Part IV
Item 15. Exhibits and Financial Statement Schedules 123-125
Item 16. Form 10-K Summary Not applicable
Signatures 127
(a) Incorporated by reference to “Compensation” in the 2020 Proxy Statement.
(b) Incorporated by reference to “Stock Ownership Information” in the 2020 Proxy Statement.
(c) Incorporated by reference to “Related Person Transactions” and “How We Assess Director Independence” in the 2020 Proxy Statement.
(d) Incorporated by reference to “Independent Auditor Information” in the 2020 Proxy Statement.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2019, to be signed on its behalf by the undersigned, and in the capacities indicated, thereunto duly authorized in the City of Boston and Commonwealth of Massachusetts on the 24th day of February 2020.
General Electric Company (Registrant) By /s/ Jamie S. Miller
Jamie S. Miller
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signer Title Date
/s/ Jamie S. Miller Principal Financial Officer February 24, 2020
Jamie S. Miller
Senior Vice President and Chief Financial Officer
/s/ Thomas S. Timko Principal Accounting Officer February 24, 2020
Thomas S. Timko
Vice President, Chief Accounting Officer and Controller
/s/ H. Lawrence Culp, Jr. Principal Executive Officer February 24, 2020
H. Lawrence Culp, Jr.*
Chairman of the Board of Directors
Sébastien M. Bazin* Director
Francisco D'Souza* Director
Edward P. Garden* Director
Thomas W. Horton* Director
Risa Lavizzo-Mourey* Director
Catherine A. Lesjak* Director
Paula Rosput Reynolds* Director
Leslie F. Seidman* Director
James S. Tisch* Director
A majority of the Board of Directors
*By /s/ Christoph A. Pereira Christoph A. Pereira Attorney-in-fact February 24, 2020
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended I, H. Lawrence Culp, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of General Electric Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2020
/s/ H. Lawrence Culp, Jr.
H. Lawrence Culp, Jr.
Chief Executive Officer
Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended I, Jamie S. Miller, certify that:
1. I have reviewed this annual report on Form 10-K of General Electric Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
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