FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended June 28, 2009.
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1804239 |
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(State of Incorporation)
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(I.R.S. Employer Identification No.) |
3333 West Good Hope Road, Milwaukee, WI 53209
(Address of principal executive offices)
(414) 247-3333
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered |
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Common Stock, $.01 par value
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The NASDAQ Stock Market |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. o Yes þ No
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. þ Yes o 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).
o Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment of this Form 10-K. o
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):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller Reporting Company þ |
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(do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o Yes þ No
TABLE OF CONTENTS
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant as
of December 28, 2008 (the last business day of the Registrants most recently completed second
quarter), was approximately $38,879,000 (based upon the last reported sale price of the Common
Stock at December 28, 2008, on the NASDAQ Global Market). Shares of common stock held by any
executive officer or director of the registrant have been excluded from this computation because
such persons may be deemed to be affiliates. This determination of affiliate status is not a
conclusive determination for other purposes.
On August 7, 2009, there were outstanding 3,262,459 shares of the Registrants $.01 par value
Common Stock.
Documents Incorporated by Reference
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Part of the Form 10-K |
Document |
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into which incorporated |
Portions of the Annual Report to Shareholders for the
fiscal year ended June 28, 2009
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I, II, IV |
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Portions of the Proxy Statement dated August 28, 2009, for the
Annual Meeting of Shareholders to be held on October 6, 2009.
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III |
PROSPECTIVE INFORMATION
A number of the matters and subject areas discussed in this Form 10-K as well as in portions of the
Companys 2009 Annual Report to Shareholders and the Companys Proxy Statement, dated August 28,
2009, which are incorporated herein by reference, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may
be identified by the use of forward-looking words or phrases such as anticipate, believe,
would, expect, intend, may, planned, potential, should, will and could, or the
negative of these terms or words of similar meaning. These statements include matters related to
expected future financial results, product offerings, global expansion, liquidity needs, financing
ability, planned capital expenditures, managements or the Companys expectations and beliefs, and
similar matters discussed in this Form 10-K. The discussions of such matters and subject areas are
qualified by the inherent risks and uncertainties surrounding future expectations generally, and
also may materially differ from the Companys actual future experience.
The Companys business, operations and financial performance are subject to certain risks and
uncertainties, which could result in material differences in actual results from the Companys
current expectations. These risks and uncertainties include, but are not limited to, general
economic conditions, in particular relating to the automotive industry, the impact on the Company
of the Chrysler LLC and General Motors Corporation bankruptcy filings, customer demand for the
Companys and its customers products, competitive and technological developments, customer
purchasing actions, foreign currency fluctuations, costs of operations and other matters described
under Risk Factors in the Managements Discussion and Analysis section of the Companys 2009
Annual Report to Shareholders, which is incorporated herein by reference in Part I, Item 1A of this
report and in the Companys other filings with the Securities and Exchange Commission.
Shareholders, potential investors and other readers are urged to consider these factors carefully
in evaluating the forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements made herein are only made as of the
date of this Form 10-K and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances occurring after the date
of this Form 10-K.
2
PART I
Item 1. Business
The information set forth under Company Description which appears on pages 5 through 12 of the
Companys 2009 Annual Report to Shareholders is incorporated herein by reference. For information
as to export sales, see the information set forth under Notes to Financial Statements-Export
Sales included on page 43 of the Companys 2009 Annual Report to Shareholders, which is
incorporated herein by reference.
Emerging Technologies
Automotive vehicle access systems, which are both theft deterrent and consumer friendly, are being
developed as electro-mechanical devices. Electronic companies are developing user identification
systems such as bio-systems, card holder (transmitter) systems, etc., while mechanical locks, keys,
housings, and latches are evolving to accommodate the electronics. The Company believes it is
positioning itself as a vehicle access control supplier by building its product, engineering and
manufacturing expertise in the required electro-mechanical products, which include vehicle access
latches, keys with remote entry electronic systems, and housing-ignition systems with passive start
capabilities.
These technologies benefit the Company by increasing the potential customer base as a Tier 2
supplier while attaining Tier 1 status on some product lines and adding additional product line
availability.
Sources and Availability of Raw Materials
The Companys primary raw materials are high-grade zinc, brass, magnesium, aluminum and plastic
resins. These materials are generally available from a number of suppliers, but the Company has
chosen to concentrate the sourcing with one primary vendor for each commodity. The Company believes
its sources for raw materials are very reliable and adequate for our needs. The Company has not
experienced any significant long term supply problems in its operations and does not anticipate any
significant supply problems in the foreseeable future. See further discussion under Risk
Factors-Sources of and Fluctuations in Market Prices of Raw Materials included on page 23 of the
Companys 2009 Annual Report to Shareholders, which is incorporated herein by reference.
Patents, Trademarks and Other Intellectual Property
The Company believes that the success of its business will not only result from the technical
competence, creativity and marketing abilities of its employees but also from the protection of its
intellectual property through patents, trademarks and copyrights. As part of its ongoing research,
development and manufacturing activities, the Company has a policy of seeking patents on new
products, processes and improvements when appropriate.
Although, in the aggregate, the intellectual property discussed above are of considerable
importance to the manufacturing and marketing of many of its products, the Company does not
consider any single patent or trademark or group of patents or trademarks to be material to its
business as a whole, except for the STRATTEC and STRATTEC with logo trademarks.
The Company also relies upon trade secret protection for its confidential and proprietary
information. The Company maintains confidentiality agreements with its key executives. In addition,
the Company enters into confidentiality agreements with selected suppliers, consultants and
associates as appropriate to evaluate new products or business relationships pertinent to the
success of the Company. However, there can be no assurance that others will not independently
obtain similar information and techniques or otherwise gain access to the Companys trade secrets
or that the Company can effectively protect its trade secrets.
Dependence Upon Significant Customers
A very significant portion of the Companys annual sales are to General Motors Corporation, Delphi
Corporation, Ford Motor Company, and Chrysler LLC (which became Chrysler Group LLC on June 10,
2009). These four customers accounted for approximately 71 percent of the Companys net sales in
2009, 75 percent of the Companys net sales in 2008 and 80 percent of the Companys net sales in
2007. Further information regarding sales to the Companys largest customers is set forth under
the caption Risk Factors - Loss of Significant Customers, Vehicle Content, Vehicle Models and
Market Share and Risk Factors Production Slowdowns for Customers included on page 22 of the
Companys 2009 Annual Report to Shareholders and Notes to Financial Statements-Sales and
Receivable Concentration included on page 43 of the Companys 2009 Annual Report to Shareholders,
both of which are incorporated herein by reference.
3
The products sold to these customers are model specific, fitting only certain defined applications.
Consequently, the Company is highly dependent on its major customers for their business, and on
these customers ability to produce and sell vehicles which utilize the Companys products. The
Company has enjoyed good relationships with General Motors Corporation, Chrysler LLC, Ford Motor
Company, Delphi Corporation and other customers in the past, and expects to do so in the future.
However, a significant change in the purchasing practices of, or a significant loss of volume from,
one or more of these customers could have a detrimental effect on the Companys financial
performance.
During fiscal year 2009, the Companys major customers, Chrysler LLC, General Motors Corporation
and Ford Motor Company presented long-term viability plans to the United States Government. These
plans focused on reducing North American production capacity, closing facilities, eliminating
certain vehicle models, brands and overall structural costs to operate profitably at a 10 million
vehicle production build level in North America. The above customers have taken steps to implement
these plans over the next couple of years. The overall expectation is that North American vehicle
build schedules will rebound from the historical 27 year low experienced in 2009, but will not
reach the previous production build levels of 15-16 million vehicles per year during the next 5
years.
The Companys financial results for the year ended June 28, 2009 reflect the overall weakness in
the U.S. economy, and in particular the sharp decline in vehicle sales and production during the
year. During the quarter ended June 28, 2009, the Companys two largest customers, Chrysler LLC
and General Motors Corporation, filed for Chapter 11 bankruptcy protection for their U.S. legal
entities. Chryslers filing occurred on April 30, 2009, and General Motors filed on June 1, 2009.
Within days of its filing, Chrysler took the unusual step of shutting down all of its North
American manufacturing facilities during May and June 2009. This development was on top of
previously announced General Motors plant shutdowns idling a significant amount of its North
American plant capacity for the purpose of reducing its retail inventory of new vehicles. May and
June of 2009 were therefore extremely slow sales months for the Company, each nearly 45 percent
below the Companys April 2009 sales levels. This slowness extended into July, the first month of
the Companys fiscal 2010 year.
Sales
and Marketing
The Company provides its customers with engineered locksets, steering column lock housings,
seatback and secondary latches, power sliding door systems, power liftgate systems, power decklids
and other access products which are unique to specific vehicles. Any given vehicle will typically
take 1 to 3 years of development and engineering design time prior to being offered to the public.
The locksets, lock housings, power liftgates, power sliding door and other power access systems,
and latches are designed concurrently with the vehicle. Therefore, commitment to the Company as the
production source occurs 1 to 3 years prior to the start of production. The Company employs an
engineering staff that assists in providing design and technical solutions to its customers. The
Company believes that its engineering expertise is a competitive advantage and contributes toward
its strong market position. For example, the Company believes it regularly provides innovative
design proposals for its product offerings to its customers that will improve customer access,
vehicle security system quality, theft deterrence and system cost.
The typical process used by automotive manufacturers in selecting a lock, lock housing, power
liftgate, power sliding door and other power access systems, or latch supplier is to offer the
business opportunity to the Company and several of the Companys competitors. Each competitor will
pursue the opportunity, doing its best to provide the customer with the most attractive proposal.
Price pressure is strong during this process but once an agreement is reached, a commitment is made
for each year of the product program. Typically, price reductions resulting from productivity
improvement by the Company are included in the contract and are estimated in evaluating each of
these opportunities by the Company. A blanket purchase order, a contract indicating a specified
part will be supplied at a specified price during a defined time period, is issued by customers for
each model year. Production quantity releases or quantity commitments are made to that purchase
order for weekly deliveries to the customer. As a consequence and because the Company is a
Just-in-Time supplier to the automotive industry, it does not maintain a backlog of orders in the
classic sense for future production and shipment.
4
Competition
The Company competes with domestic and foreign-based competitors on the basis of custom product
design, engineering support, quality, delivery and price. While the number of direct competitors
is currently relatively small, the automotive manufacturers actively encourage competition between
potential suppliers. The Company has a large share of the North American market for its lock and
key, housing, power liftgate, power sliding door, and latch products because of its ability to
provide optimal value, which is a beneficial combination of price, quality, technical support,
program management, innovation and aftermarket support. In order to reduce lockset or housing,
power liftgate, power sliding door, and latch product production costs while still offering a wide
range of technical support, the Company utilizes assembly operations and certain light
manufacturing operations in Mexico, which results in lower labor costs as compared to the United
States.
As locks become more sophisticated and involve additional electronics, competitors with specific
electronic expertise may emerge to challenge the Company. To address this, the Company has
strengthened its electrical engineering knowledge and service. It is also working with several
electronics suppliers to jointly develop and supply these advanced products.
The Companys lockset, housing and power access competitors include Huf North America,
Ushin-Ortech, Tokai-Rika, Alpha-Tech, Valeo, Honda Lock, Methode, Shin Chang, Magna, Edscha,
Stabilus, Aisin, Brose, Mitsuba, Ohi, Kiekert, Inteva and Gecom. For additional information related
to competition, see the information set forth under Risk Factors-Highly Competitive Automotive
Supply Industry included on page 24 of the Companys 2009 Annual Report to Shareholders, which is
incorporated herein by reference.
Research and Development
The Company engages in research and development activities pertinent to automotive access control.
A major area of focus for research is the expanding role of vehicle access via electronic
interlocks and modes of communicating authorization data between consumers and vehicles.
Development activities include new products, applications and product performance improvements. In
addition, specialized data collection equipment is developed to facilitate increased product
development efficiency and continuous quality improvements. For fiscal years 2009, 2008, and 2007,
the Company spent approximately $1.9 million, $1.9 million, and $2.2 million, respectively, on
research and development. The Company believes that, historically, it has committed sufficient
resources to research and development and will continue to invest in the future as required to
support additional product programs associated with both existing and new customers. Patents are
pursued and will continue to be pursued as appropriate to protect the Companys interests resulting
from these activities.
Customer Tooling
The Company incurs costs related to tooling used in component production and assembly. Some of
these costs are reimbursed by customers who then own the tools involved. See the information set
forth under Notes to Financial Statements-Customer Tooling in Progress included on page 31 of the
Companys 2009 Annual Report to Shareholders, which is incorporated herein by reference.
Environmental Compliance
As is the case with other manufacturers, the Company is subject to Federal, state, local and
foreign laws and other legal requirements relating to the generation, storage, transport, treatment
and disposal of materials as a result of its manufacturing and assembly operations. These laws
include the Resource Conservation and Recovery Act (as amended), the Clean Air Act (as amended),
the Clean Water Act of 1990 (as amended) and the Comprehensive Environmental Response, Compensation
and Liability Act (as amended). The Company has an environmental management system that is
ISO-14001 certified. The Company believes that its existing environmental management system is
adequate and it has no current plans for substantial capital expenditures in the environmental
area.
As discussed in Notes to Financial Statements-Commitments and Contingencies included on page
37 of the Companys 2009 Annual Report to Shareholders, which is incorporated herein by reference,
a site at the Companys Milwaukee facility is contaminated by a solvent spill from a former
above-ground solvent storage tank located on the east side of the facility, which occurred in 1985.
This situation is being monitored by the Company.
The Company does not currently anticipate any materially adverse impact on its financial
statements or competitive position as a result of compliance with Federal, state, local and foreign
environmental laws or other legal requirements. However, risk of environmental liability and
charges associated with maintaining compliance with environmental laws is inherent in the nature of
the Companys business and there is no assurance that material liabilities or charges could not
arise.
5
Employees
At June 28, 2009, the Company had approximately 1,655 full-time employees, of which
approximately 210 or 12.7 percent were represented by a labor union, which accounts for all
production associates at the Companys Milwaukee facility. In June 2008, a new contract with the
unionized associates was ratified and is effective through June 30, 2012. During June 2001, there
was a 16-day strike by the represented employees at the Companys Milwaukee facility. Further
information regarding the strike, work stoppages and other labor matters are discussed under Risk
Factors-Disruptions Due to Work Stoppages and Other labor Matters included on pages 23 and 24 of
the Companys 2009 Annual Report to Shareholders, which is incorporated herein by reference.
Available Information
The Company maintains its corporate website at www.strattec.com and makes available, free of
charge, through this website its code of business ethics, annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports that the Company
files with, or furnishes to, the Securities and Exchange Commission (the Commission) as soon as
reasonably practicable after the Company electronically files such material with, or furnishes it
to, the Commission. The Company is not including all the information contained on or available
through its website as a part of, or incorporating such information by reference into, this Annual
Report on Form 10-K. However, this report includes (or incorporates by reference) all material
information about the Company that is included on the Companys website which is otherwise required
to be included in this report.
Item 1A. Risk Factors
The information set forth under Risk Factors which appears on pages 22 through 24 of the
Companys 2009 Annual Report to Shareholders is incorporated herein by reference. The risks
described in the section Risk Factors in the Companys 2009 Annual Report to Shareholders are not
the only risks the Company faces. Additional risks that the Company does not yet know of or that
it currently thinks are immaterial may also impair its business operations. If any of the events
or circumstances described in those risks actually occur, the Companys business, financial
condition or results of operations could be materially adversely affected. In such cases, the
trading price of the Companys common stock could decline.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company has three manufacturing plants, one warehouse, and a sales office. These
facilities are described as follows:
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Location |
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Type |
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Sq. Ft. |
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Owned or Leased |
Milwaukee, Wisconsin
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Headquarters and General Offices; Component
Manufacturing and Service Parts Distribution
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352,000 |
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Owned |
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Juarez, Chihuahua Mexico
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Subsidiary Offices and Assembly
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97,000 |
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Owned |
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Juarez, Chihuahua Mexico
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Subsidiary Offices, Key Finishing, Injection
Molding and Assembly Operations
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140,000 |
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Owned |
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El Paso, Texas
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Finished Goods Warehouse
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38,000 |
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Leased |
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Troy, Michigan
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Sales and Engineering Office for Detroit Customer Area
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18,900 |
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Leased |
** |
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Leased unit within a complex. |
The Company believes that its production facilities will be adequate for the foreseeable future.
Item 3. Legal Proceedings
In the normal course of business the Company may be involved in various legal proceedings from
time to time. The Company does not believe it is currently involved in any claim or action the
ultimate disposition of which would have a material adverse effect on the Companys financial
statements.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth quarter of fiscal 2009.
6
PART II
Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Companys Board of Directors authorized a stock repurchase program on October 16, 1996, and the
program was publicly announced on October 17, 1996. The Board of Directors has periodically
increased the number of shares authorized for repurchase under the program. At June 28, 2009, the
number of shares of the Companys common stock authorized for repurchase under the program totaled
3,839,395. The program currently authorizes the repurchase of the Companys common stock from time
to time, directly or through brokers or agents, and has no expiration date. Over the life of the
repurchase program through June 28, 2009, a total of 3,655,322 shares have been repurchased at a
cost of approximately $136.4 million. No shares were repurchased during the quarter ended June 28,
2009.
The Companys common stock is traded on the NASDAQ Global Market under the symbol STRT.
The
information set forth under Financial Summary Quarterly Financial Data (Unaudited)
included on page 47 of the Companys 2009 Annual Report to Shareholders is incorporated herein by
reference.
Item 6. Selected Financial Data
The information set forth under Five Year Financial Summary which appears on page 47 of the
Companys 2009 Annual Report to Shareholders is incorporated herein by reference. Such
information should be read along with the Companys financial statements and the notes to those
financial statements and with Managements Discussion and Analysis of Financial Condition and
Results of Operations incorporated by reference elsewhere herein.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under Managements Discussion and Analysis which appears on pages 13
through 24 of the Companys 2009 Annual Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company did not hold any market risk sensitive instruments during the period covered by this
report.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Grant Thornton LLP dated August 24,
2009, the report of management on internal control over financial reporting and the report of Grant
Thornton LLP on internal control over financial reporting dated August 24, 2009, which appear on
pages 25 through 46 of the Companys 2009 Annual Report to Shareholders, are incorporated herein by
reference.
Our quarterly results of operations included under Financial Summary-Quarterly Financial Data
(Unaudited) which appears on page 47 of the Companys 2009 Annual Report to Shareholders is
incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
7
Item 9A. Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the Commissions rules and forms, and that the information required to be disclosed by
the Company in reports that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to its management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The
Company carried out an evaluation as of the end of the period covered by this report, under the
supervision and with the participation of the Companys management, including its Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Based on such evaluation, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and
procedures were effective as the end of the period covered by this report at reaching a level of
reasonable assurance. It should be noted that in designing and evaluating the disclosure controls
and procedures, management recognized that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives,
and management was necessarily required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. The Company has designed its disclosure controls
and procedures to reach a level of reasonable assurance of achieving the desired control
objectives.
There was no change in the Companys internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 28,
2009 that has materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.
The report of management required under this Item 9A is included on page 44 of the Companys 2009
Annual Report to Shareholders under the heading Report on Managements Assessment of Internal
Control over Financial Reporting and is incorporated herein by reference.
The attestation report required under this Item 9A is included on page 45 of the Companys 2009
Annual Report to Shareholders under the heading Report of Independent Registered Public Accounting
Firm and is incorporated herein by reference.
Item 9B. Other Information
Not applicable.
8
PART III
Item 10. Directors and Executive Officers and Corporate Governance
The information included in the Companys Proxy Statement, dated August 28, 2009, under Proposal:
Election of Directors, Corporate Governance Matters-Code of Business Ethics, Audit Committee
Matters-Audit Committee Financial Expert, Executive Officers, Section 16(a) Beneficial
Ownership Reporting Compliance, and Corporate Governance Matters-Director Nominations is
incorporated herein by reference.
The Audit Committee of the Companys Board of Directors is an audit committee for purposes of
Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee
consist of four outside independent Directors, Michael J. Koss, Audit Committee Chairman, Robert
Feitler, Frank J. Krejci and David R. Zimmer.
Item 11. Executive Compensation
The information included in the Companys Proxy Statement, dated August 28, 2009, under Director
Compensation and Executive Compensation is incorporated herein by reference.
The information incorporated by reference from Report of Compensation Committee in the Companys
Proxy Statement, dated August 28, 2009, shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by specific reference in such filing.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The information included in the Companys Proxy Statement, dated August 28, 2009, under Security
Ownership is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes share information, as of June 28, 2009, for the Companys Stock
Incentive Plan.
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Number of |
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Number of |
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common shares to be |
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common shares |
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issued upon exercise |
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Weighted-average |
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available for future |
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of outstanding |
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exercise price of |
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issuance under |
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options, |
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outstanding options, |
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equity |
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Plan Category |
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warrants, and rights |
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warrants, and rights |
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compensation plans |
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Equity compensation
plans approved by
shareholders |
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187,780 |
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$ |
58.74 |
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380,463 |
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Equity compensation
plans not approved
by shareholders |
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Total |
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187,780 |
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$ |
58.74 |
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380,463 |
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Item 13. Certain Relationships and Related Transactions and Director Independence
The information included in the Companys Proxy Statement, dated August 28, 2009, under
Transactions With Related Persons and Corporate Governance Matters-Director Independence is
incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information included in the Companys Proxy Statement, dated August 28, 2009, under Audit
Committee Matters-Fees of Independent Registered Public Accounting Firm is incorporated herein by
reference.
9
PART IV
Item 15. Exhibits and Financial Statement Schedules
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(a) |
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The following documents are filed as part of this report: |
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(1)(i) |
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Financial Statements - The following financial statements of the Company,
included on pages 25 through 46 of the Companys 2009 Annual Report to Shareholders,
are incorporated by reference in Item 8 of this Form 10-K annual
report: |
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Reports of Independent Registered Public Accounting Firm |
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Consolidated Balance Sheets - as of June 28, 2009 and June 29, 2008 |
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Consolidated Statements of Operations - years ended June 28, 2009, June 29, 2008 and July 1,
2007 |
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Consolidated Statements of Shareholders Equity - years ended June 28, 2009, June
29, 2008 and July 1, 2007 |
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Consolidated Statements of Cash Flows - years ended June 28, 2009, June 29, 2008 and
July 1, 2007 |
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Notes to Financial Statements |
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(2) |
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Financial Statement Schedule |
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All schedules have been omitted because they are not applicable or are not required, or
because the required information has been included in the Financial Statements or Notes thereto. |
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(3) |
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Exhibits. See Exhibit Index beginning on page 12. |
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See Exhibit Index and the exhibits attached hereto or previously filed as described in
the Exhibit Index beginning on page 12. |
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(c) |
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Financial Statement Schedules |
10
SIGNATURES
Pursuant to the requirements of Section 13 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.
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STRATTEC SECURITY CORPORATION
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By: |
/s/ Harold M. Stratton II
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Harold M. Stratton II |
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Chairman, President and Chief Executive Officer |
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Date: August 28, 2009 |
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Pursuant
to the requirement 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.
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Signature |
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Title |
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Date |
/s/ Harold M. Stratton II
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Chairman, President, Chief Executive
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August 28, 2009 |
Harold M. Stratton II
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Officer, and Director
(Principal Executive Officer) |
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Director
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August 18, 2009 |
Frank J. Krejci |
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Director
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August 18, 2009 |
Michael J. Koss |
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Director
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August 18, 2009 |
Robert Feitler |
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Director
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August 18, 2009 |
David R. Zimmer |
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Senior Vice President, Chief Financial Officer,
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August 28, 2009 |
Patrick J. Hansen
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Secretary and Treasurer
(Principal Financial and
Accounting Officer) |
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11
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
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Exhibit |
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3.1 (2)
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Amended and Restated Articles of Incorporation of the Company
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* |
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3.2 (9)
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By-laws of the Company
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* |
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4.1 (13) |
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Promissory
Note dated November 1, 2008 by and between the Company and M&I Bank |
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* |
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10.1 (9) **
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Amended STRATTEC SECURITY CORPORATION Stock Incentive Plan
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* |
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10.2 (9) **
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Form of Restricted Stock Grant Agreement
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* |
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10.3 (3) (4) (5) (6) (7) (8) (11)**
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Employment Agreements between the Company and the identified executive officers
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* |
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10.4 (1) (3) (4) (5) (6) (7) (8) (11)**
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Change In Control Agreements between the Company
and the identified executive officers
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* |
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10.5 (12) **
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Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Executive Officers and Senior Managers
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* |
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10.6 (12) **
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Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Non-employee Members of the Board of Directors
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* |
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10.7 (10) **
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Amended STRATTEC SECURITY CORPORATION Supplemental Executive
Retirement Plan
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* |
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10.8 |
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Employment Agreement between the Company and Richard P. Messina dated as of
December 1, 2008 |
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10.9 |
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Change In Control Agreement between the Company and Richard P. Messina
dated as of December 1, 2008 |
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13 |
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Annual Report to Shareholders for the year ended June 28, 2009 |
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18 |
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Letter Regarding Change in Accounting Principle |
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21 |
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Subsidiaries of the Company |
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23.1 |
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Consent of Independent Registered Public Accounting Firm dated August 24, 2009 |
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31.1 |
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Rule 13a-14(a) Certification for Harold M. Stratton II, Chairman and
Chief Executive Officer |
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31.2 |
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Rule 13a-14(a) Certification for Patrick J. Hansen, Chief Financial Officer |
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32
(14)
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18 U.S.C. Section 1350 Certifications |
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* |
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Previously filed |
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** |
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Management contract or compensatory plan or arrangement |
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(1) |
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Incorporated by reference from Amendment No. 1 to the Form 10 filed on January 20,
1995. |
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(2) |
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Incorporated by reference from Amendment No. 2 to the Form 10 filed on February 6,
1995. |
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(3) |
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Incorporated by reference from the June 27, 1999 Form 10-K filed on September
17, 1999. |
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(4) |
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Incorporated by reference from the July 1, 2001 Form 10-K filed on September 4,
2001. |
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(5) |
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Incorporated by reference from the June 30, 2002 Form 10-K filed on August 28,
2002. |
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(6) |
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Incorporated by reference from the June 29, 2003 Form 10-K filed on August 28,
2003. |
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(7) |
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Incorporated by reference from the September 26, 2004 Form 10-Q filed on
November 2, 2004. |
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(8) |
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Incorporated by reference from the March 27, 2005 Form 10-Q filed on April 29,
2005. |
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(9) |
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Incorporated by reference from the Form 8-K filed on October 7, 2005. |
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(10) |
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Incorporated by reference from the January 1, 2006 Form 10-Q filed on February
7, 2006. |
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(11) |
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Incorporated by reference from the April 1, 2007 Form 10-Q filed on May 8,
2007. |
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(12) |
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Incorporated by reference from the July 1, 2007 Form 10-K filed on August 30,
2007. |
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(13) |
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Incorporated by reference from the September 30, 2008
Form 10-Q filed on November 7, 2008. |
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(14) |
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This certification is not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
12