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Item 10.
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Directors and Executive Officers of the Registrant
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Directors
and Executive Officers
Holding I and Holding II are both Florida general partnerships. Holding I is the limited partner, with approximately 23%
interest, of UCDP and Holding II is the general partner, with approximately 77% interest, of UCDP. Holding I and Holding II are both owned 50% by Universal CPM and 50% by Blackstone. Holding I has five partners, the four Blackstone entities and
their respective subsidiaries, and Universal CPM. The partnership interests in Holding I are currently owned 50% by Blackstone and 50% by Universal CPM. Holding II also has five partners which are the same five partners that are partners of Holding
I. The partnership interests in Holding II are currently owned 50% by Blackstone and 50% by Universal CPM. Under the partnership agreements of Holdings, each partnership is governed and managed by six representatives, three designated by Universal
CPM and three designated by Blackstone. The three representatives currently designated by Universal CPM are Tom Williams, Patricia Hutton and John Sprouls. The three representatives currently designated by Blackstone are Michael Chae, Tom McGrath
and Jill Greenthal. The principal officers of each of the issuers are John Sprouls, President/Chief Executive Officer, and Tracey Stockwell, Treasurer/Chief Financial Officer. In addition, Tom Williams serves as Chairman of each of UCFH I Finance
and UCFH II Finance.
Pursuant to the terms of UCDPs partnership agreement, UCDP is governed and managed by its general partner, Holding II,
through a six-member committee of representatives of the partners of Holding II, known as the Park Advisory Board. Three members of the Park Advisory Board are designated by Blackstone and three are designated by Universal. Holding II has
the exclusive right to manage and control UCDP and may execute documents, instruments and agreements on UCDPs behalf. All actions of the Park Advisory Board must be approved by the representatives of both Blackstone and Universal CPM
(except when the capital account balance of either Blackstone or Universal CPM is half that of the other, then the partner with the greater capital account balance is entitled to exclusively govern and manage UCDP for so long as its capital
account balance is twice that of the other partner). UCDPs partnership agreement provides for Vivendi Universal Entertainment to manage the day-to-day operation of our theme parks subject to the supervision and oversight of the Park Advisory
Board.
We employ most of our executive officers and employees. However, some of our executive officers and certain of our employees are employed by our
manager, Vivendi Universal Entertainment, or its affiliates and their services are provided to us on a reimbursement basis.
See
Item 13.
Certain relationships and related transactionsReimbursement of UCDPs managers costs
for a better description of this relationship.
Set forth below is certain information regarding our representatives, the members of our Park Advisory Board, our executive officers and certain other key employees. In this report, Universal Orlando refers to the business
conducted by UCHC.
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Name
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Age
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Position
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Thomas L. Williams(1)
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59
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Universal CPM representative on UCDPs Park Advisory Board and Universal CPM representative for each of Holding I and Holding II
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John R. Sprouls(1)
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48
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Executive Vice President, Human Resources, Legal and Business Affairs, Universal Parks & Resorts, President/Chief Executive Officer for each of Holding I and Holding II, Chief Executive
Officer for UCDP and Universal CPM representative for each of Holding I and Holding II
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Patricia E. Hutton
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43
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Universal CPM representative on UCDPs Park Advisory Board and Universal CPM representative for each of Holding I and Holding II
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Jean Louis Bonnier (1)
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44
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Universal CPM representative on the audit committee for each of Holding I and Holding II and UCDP
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Bruce L. Campbell
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39
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Universal CPM representative on UCDPs Park Advisory Board
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Michael S. Chae
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38
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Blackstone representative on UCDPs Park Advisory Board and Blackstone representative for each of Holding I and Holding II
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Thomas B. McGrath
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52
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Blackstone representative on UCDPs Park Advisory Board and Blackstone representative for each of Holding I and Holding II
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Jill Greenthal
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50
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Blackstone representative on UCDPs Park Advisory Board, Blackstone representative on the audit committee for each of Holding I and Holding II, and UCDP and Blackstone representative for
each of Holding I and Holding II
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67
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William A. Davis
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60
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President and Chief Operating Officer, Universal Orlando
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Tracey L. Stockwell
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42
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Senior Vice President and Chief Financial Officer, Universal Orlando, Treasurer/Chief Financial Officer for each of Holding I and Holding II
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Gretchen Hofmann
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45
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Executive Vice President, Sales and Marketing, Universal Orlando
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Richard E. Costales
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54
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Senior Vice President, Park Operations, Universal Orlando
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Daniel J. Cupertino
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56
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Senior Vice President, Sales, Universal Orlando
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Richard T. Florell
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58
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Senior Vice President and General Manager Resort Revenue Operations, Universal Orlando
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Peter C. Giacalone
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55
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Senior Vice President, Business Development, Universal Orlando
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J. Michael Hightower(1)
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49
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Senior Vice President, Technical Services, Universal Orlando
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Kurt Kostur
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40
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Senior Vice President, Marketing, Universal Orlando
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Catherine A. Roth
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49
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Senior Vice President, Legal Affairs and General Counsel, Universal Orlando
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James A. Timon
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48
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Senior Vice President, Entertainment, Universal Orlando
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Sherry R. Emerson
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37
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Vice President Finance, Treasurer, Universal Orlando
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Daniel P. Neal
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34
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Vice President Finance and Controller, Universal Orlando
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(1)
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Employed by Vivendi Universal Entertainment or one of its affiliates.
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Thomas L. Williams
has been a member of UCDPs Park Advisory Board and a Universal CPM representative for each of Holding I and Holding II since October 1999. In addition, Mr. Williams was appointed Chairman of each
of UCFH I Finance and UCFH II Finance in December 2004. Mr. Williams has been Chairman and Chief Executive Officer of Universal Parks & Resorts, a division of Vivendi Universal Entertainment since 1999. Prior to holding that position,
Mr. Williams served as UCDPs President and Chief Operating Officer since 1990. Prior to joining Universal Orlando in 1987 he was Vice President of Hotels and Restaurants for Yosemite National Park.
John R. Sprouls
has been a Universal CPM representative and the President/Chief Executive Officer for each of Holding I and Holding II since December 2004
and Chief Executive Officer of UCDP since December 2006. In addition, Mr. Sprouls is a Universal Parks & Resorts Executive Vice President, Human Resources, Legal & Business Affairs since 2004. Since 1999, Mr. Sprouls was
Universal Parks & Resorts Executive Vice President, Chief Human Resources Officer. Prior to that, Mr. Sprouls served as Universal Parks & Resorts Senior Vice President of Administration from 1997 to 1999, and Universal
Parks & Resorts Vice President of Human Resources from 1996 to 1997. Prior to joining us in 1996, Mr. Sprouls held various Human Resource roles within The Seagram Company, Ltd., including Senior Vice President of Human Resources for
the Seagram Spirits and Wine Group from 1991 to 1996.
Patricia E. Hutton
has been a member of UCDPs Park Advisory Board and a
Universal CPM representative for each of Holding I and Holding II since February 2005. During the past nineteen years, Ms. Hutton has held several positions within GE, including NBC. From 2002 to 2004, Ms. Hutton served as Chief Financial
Officer of NBC and Telemundo owned and operated stations. In May 2004, Ms. Hutton was appointed Executive Vice President and Chief Financial Officer of NBC Universal Pictures & Studios.
Jean Louis Bonnier
was appointed Senior Vice President/Chief Financial Officer of Universal Parks & Resorts Finance in December 2005.
Mr. Bonnier also serves on the audit committees for each of Holding I and Holding II and UCDP. Prior to his current position Mr. Bonnier served as Universal Parks & Resorts Vice President, Finance. Prior to joining Universal
Parks & Resorts, Mr. Bonnier was Vice President of NBC Stations Division. He has been with NBC since 1999 and various businesses within GE since 1991.
Bruce L. Campbell
was appointed to UCDPs Park Advisory Board in February 2006. Mr. Campbell has served as Executive Vice President, Business Development for NBC Universal since November 2005.
Prior to his current appointment, Campbell served as Senior Vice President, Business Development for NBC Universal and was responsible for sourcing and executing acquisitions and strategic investments across all divisions of the company.
68
Thomas B. McGrath
has been a member of UCDPs Park Advisory Board and a Blackstone representative for
each of Holding I and Holding II since August 2006 Mr. McGrath is the founder of Crossroads Media, a co-chairman of Screen Capital International, and a board member of CineWorld UK, Timeplay, and V-Media. Mr. McGrath was formerly Executive
Vice President of the Viacom Entertainment Group and President of Time Warner International Broadcasting
Michael S. Chae
has been a member of
UCDPs Park Advisory Board and a Blackstone representative for each of Holding I and Holding II since September 2005. Mr. Chae is a Senior Managing Director in the Private Equity at The Blackstone Group L.P., which he joined in 1997.
Before joining Blackstone, Mr. Chae worked as an Associate at the Carlyle Group, L.P. and prior to that with Dillon, Read & Co.
Jill
Greenthal
was recently appointed as a member of UCDPs Park Advisory Board and a Blackstone representative for each of Holding I and Holding II. Ms. Greenthal also serves on the audit committees for each of Holding I and Holding II
and UCDP. Ms. Greenthal is a Senior Advisor in the Private Equity group at Blackstone, a position held since January 2007. Prior to that time, she was a Senior Managing Director in the Corporate Advisory Services group. Ms. Greenthal
currently serves on the Board of Directors of Martha Stewart Living Omnimedia.
William A. Davis
was named President and Chief Operating
Officer of UCDP in December 2006. During 2005 and 2006 he was the Vice President and General Manager of Six Flags Marine World in San Francisco. Prior to that, Mr. Davis was the Managing Director of Port Aventura, S.A., more commonly known as
Universal Mediterranea, in Tarragona, Spain during 2003 and 2004. Mr. Davis also served as a director of Port Aventura, S.A. and USPA Hotel Ventures I, S.A. during that same period. From 2000 until 2002, Mr. Davis was the Senior Vice
President of Guest Services for Busch Entertainment Corporation.
Tracey L. Stockwell
was named UCDPs Senior Vice President and Chief
Financial Officer in January 2007, as well as Treasurer/Chief Financial Officer of both of Holdings I and Holdings II. Prior to that, she had been UCDPs Vice President of Finance and Controller since 2000. From 1999 to 2000, she served as
UCDPs Senior Director of Finance. From 1997 to 1999, she was UCDPs Director of Finance. Prior to that position Ms. Stockwell was a senior manager for Price Waterhouse in Orlando. Ms. Stockwell received a B.Com from the
University of Windsor, Ontario and is a licensed Certified Public Accountant in Florida.
Gretchen Hofmann
was promoted to UCDPs
Executive Vice President, Sales and Marketing during 2006. Prior to that, she had been UCDPs Senior Vice President, Sales and Marketing since 2003. From 2001 to 2003, Ms. Hofmann was UCDPs Senior Vice President, Marketing. From 1993
to 2001, she worked for Tricon Global Restaurants, formally known as PepsiCo in a number of capacities, in the U.S. and internationally including Vice President of Marketing for the Taco Bell Corp., from 1998 to 2001. Prior to joining PepsiCo,
Ms. Hofmann served in a variety of capacities for BBDO New York, ultimately serving as Vice President Account Supervisor for the Polaroid and Pizza Hut accounts.
Richard E. Costales
has been UCDPs Senior Vice President, Park Operations since 1994. From 1991 to 1994, he served as UCDPs Vice President of Operations. Prior to 1991, Mr. Costales was
UCDPs Director of Operations.
Daniel J. Cupertino
joined UCDP in 2006 as Senior Vice President of Sales. From 2004 to 2006 he was
Vice President of Sales at Walt Disney Parks and Resorts in Orlando. Prior to that time, he worked at Delta Airlines for 30 years, where he held a variety of sales leadership positions including Managing Director of Agency and
Leisure Sales as well as Managing Director, Pricing and Revenue Control.
Richard T. Florell
has been UCDPs Senior Vice
President and General Manager, Resort Revenue Operations since 2003. From 2000 to 2003, Mr. Florell was Senior Vice President and General Manager of CityWalk and Resort Shared Services. From 1995 to 2000 Mr. Florell was Vice President of
CityWalk. Prior to joining us in 1995, Mr. Florell was Vice President of Specialty Entertainment Centers at Walt Disney World, which included Pleasure Island, Disneys Village Marketplace, Resort Retail Operations, Resort Entertainment and
Development of Downtown Disney.
Peter C. Giacalone
has been UCDPs Senior Vice President, Business Development, since 2004. From 1997
to 2003, Mr. Giacalone was Senior Vice President, Business Development, Universal Parks & Resorts, a division of Vivendi Universal Entertainment. From 1994 to 1996, Mr. Giacalone was UCDPs Vice President Business
Administration. Prior to holding that position he served as UCDPs Director Business Administration from 1991 to 1993. Prior to holding that position, he served as UCDPs Assistant Controller from 1987 to 1990.
J. Michael Hightower
has been UCDPs Senior Vice President, Technical Services since 2004. From 2002 to 2004, Mr. Hightower was Vice President of
Project Management for Universal Creative, a division of Vivendi Universal Entertainment. From 2000 to 2002, Mr. Hightower served as Vice President of Attraction Management for Universal Studios Recreation Japan Planning. From 1998 to 2000, he
served as Vice President of Attraction Development for Universals Islands of Adventure.
69
Kurt Kostur
was promoted to UCDPs Senior Vice President, Marketing during 2006. Prior to that, he had
been UCDPs Vice President, Marketing Communications since 2003. From 2000 to 2003, Mr. Kostur was UCDPs Vice President, Marketing. Prior to holding that position, he served as UCDPs Vice President, Advertising during 2000.
Catherine A. Roth
was promoted to Senior Vice President, Legal Affairs and General Counsel in March 2007. She served as UCDPs Vice
President of Legal Affairs since February 2001. From 1990 until 1992, she served as UCDPs Senior Attorney, from 1992 until 2000 as UCDPs Director, Legal and Business Affairs and from 2000 to 2001 as Senior Director, Legal and
Business Affairs. Prior to holding those positions, she worked for Merhson, Sawyer, Johnston, Dunwody & Cole and Finley, Kumble, Wagner, Heine, Underberg, Manley and Casey in Miami, Florida. Ms. Roth received her J.D. from the
University of Miami.
James A. Timon
has been UCDPs Senior Vice President, Entertainment since 2004. Since 2003, Mr. Timon was
UCDPs Vice President of Entertainment after providing consulting services to us since 2002. From 1996 to 2002, he served as President of Renaissance Entertainment. Prior to joining Renaissance Entertainment, Mr. Timon was Vice President
of Entertainment for Universal Studios Hollywood, another theme park owned by Vivendi Universal Entertainment.
Sherry R. Emerson
has been UCDPs Vice President of Finance and Treasurer since late 2005. From 1996 to 2005, Ms. Emerson held two positions with the company, UCDPs Assistant Treasurer/Director of Capital and Director of Internal
Audit. Prior to joining us, Ms. Emerson was a Senior Auditor at Franklin Templeton Mutual Funds and Deloitte & Touche LLP. Ms. Emerson received a B.B.A. in accounting from Baylor University and is a
Certified Public Accountant in Florida.
Daniel P. Neal
was named to UCDPs Vice President of Finance and Controller in February
2007. He served as UCDPs Senior Director of Finance in 2005 and 2006. From 2002 to 2004, he was UCDPs Director of Finance. Prior to joining us, he was a manager for Arthur Andersen. Mr. Neal received a B.S. and masters in
accounting from Florida State University and is a licensed Certified Public Accountant in Florida.
Audit Committee
Our audit committee and the audit committee of UCDP are comprised of the same two members. Each of Blackstone and Vivendi Universal Entertainment, who together hold 100%
of our equity interests (each holding a 50% interest), has appointed one member. Blackstone has appointed Jill Greenthal and Vivendi Universal Entertainment has appointed Jean Louis Bonnier. Ms. Greenthal was appointed in February 2007, while
Mr. Bonnier was appointed in February 2005.
We do not have any securities listed on a national securities exchange and are not a listed issuer.
Accordingly, the rules pertaining to audit committees and the rules pertaining to the designation of an audit committee financial expert which apply to listed issuers do not apply to us. As a result, we have not designated an audit committee
financial expert nor do we have an audit committee which complies with the rules which apply to listed issuers.
Changes in Directors and Executives
Effective February 27, 2007, David S. Blitzer resigned his position on UCDPs Park Advisory Board and as Blackstones representative for
each of Holding I and Holding II. Effective on that same day, Mr. Blitzer was replaced by Jill Greenthal.
Effective February 27, 2007, Michael
S. Chae resigned his position on the Audit Committees of Holdings I and Holdings II and UCDP. Effective on that same day, Mr. Chae was replaced by Jill Greenthal.
Effective January 12, 2007, Michael J. Short resigned his position as UCDPs Executive Vice-President and Chief Financial Officer and his positions as Treasurer and Chief Financial Officer of Holdings I and
Holdings II. Effective January 23, 2007, Mr. Short was replaced by Tracey L. Stockwell as Senior Vice President and Chief Financial Officer of UCDP and as Treasurer and Chief Financial Officer of Holdings I and Holdings II.
Effective December 5, 2006, Robert K. Gault, Jr. retired as UCDPs President and Chief Executive Officer. Effective on that same day, Mr. Gault was
replaced by William A. Davis as UCDPs President and by John R. Sprouls as Chief Executive Officer.
Effective August 10, 2006, Howard A. Lipson
resigned his position as Blackstone representative on UCDPs Park Advisory Board and Blackstone representative for each of Holding I and Holding II. Effective on that same day , he was replaced by Thomas B. McGrath.
Effective January 17, 2006, Deborah M. Reif resigned her position on UCDPs Park Advisory Board. Effective February 9, 2006, Mrs. Reif was replaced
by Bruce L. Campbell.
70
Code of Ethics
We
have adopted a Code of Conduct applicable to our Senior Financial Officers, including our principal executive officer, principal financial officer and principal accounting officer or controller. A copy of the Code of Conduct is available upon
written request, and is filed as part of this Report as Exhibit 14.1. In addition, our principal executive officer, and principal financial officer are subject to a Code of Conduct applicable to GE employees, which is also attached as
Exhibit 14.2.
71