Form 11-K
Table of Contents

FORM 11-K

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended: December 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from             to             

 

Commission file number 001- 16583

 


 

A. Full title of the plans and the address of the plans, if different from that of the Issuer named below:

 

Acuity Specialty Products 401(k) Plan

Acuity Brands, Inc. 401(k) Plan

Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees

Enforcer Products 401(k) Plan

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement

 

B. Name of issuer of the securities held pursuant to the plans and the address of the Principal executive office:

 

Acuity Brands, Inc.

1170 Peachtree Street, NE

Suite 2400

Atlanta, Georgia 30309

 



Table of Contents

REQUIRED INFORMATION

 

The following documents are filed as part of this report:

 

1. Financial Statements

 

Plan financial statements prepared in accordance with the financial reporting requirements of ERISA including the following:

 

Report of Independent Registered Public Accounting Firm

 

Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004

 

Notes to Financial Statements

 

2. Exhibits

 

The following exhibit is filed with this report:

 

Consent of Independent Registered Public Accounting Firm

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 29, 2005

 

By:

 

Acuity Brands, Inc.

       

Plan Administrator

   

By:

 

/s/ Vernon J. Nagel


   

Name:

 

Vernon J. Nagel

   

Title:

 

Chairman and Chief Executive Officer


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AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

Acuity Brands, Inc. Selected 401(k) and Retirement Plans

At December 31, 2004 and 2003 and

for the year ended December 31, 2004


Table of Contents

Acuity Brands, Inc.

 

Selected 401(k) and Retirement Plans

 

Audited Financial Statements and Supplemental Schedule

 

At December 31, 2004 and 2003 and for the year ended December 31, 2004

 

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements

    

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   4

Notes to Financial Statements

   5

Supplemental Schedules

    

Schedule of Assets (Held at End of Year)

   12

Exhibit Index

   13

 

 


Table of Contents

Report of Independent Registered Public Accounting Firm

 

Plan Administrator

Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

We have audited the accompanying statements of net assets available for benefits of Acuity Specialty Products 401(k) Plan, Acuity Brands, Inc. 401(k) Plan, Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees, Enforcer Products 401(k) Plan, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement (collectively, the “Plans”) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plans’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Plans’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plans at December 31, 2004 and 2003, and the changes in the net assets available for benefits of the Plans for the year ended December 31, 2004 in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying Schedule of Assets (Held at End of Year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans’ management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/ Ernst & Young LLP

June 24, 2005

 

1


Table of Contents

Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Statements of Net Assets Available for Benefits

 

December 31, 2004

 

Plan No.


  

Plan Name


  

Employer

Contributions

Receivable


  

Plan Interest in

Acuity DC Trust


   Participant
Loans


  

Net Assets

Available for

Benefits


  

Plan Interest
Percentage

in Acuity

DC Trust


 

007

   Acuity Specialty Products 401(k) Plan    $ 191,123    $ 160,881,544    $ 3,662,028    $ 164,734,695    44.6 %

033

   Acuity Brands, Inc. 401(k) Plan      17,972      168,617,760      3,175,186      171,810,918    46.7 %

067

  

Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees

     —        1,783,664      69,159      1,852,823    0.5 %

068

   Enforcer Products 401(k) Plan      —        5,568,010      69,308      5,637,318    1.5 %

069

  

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees

     —        8,518,656      705,857      9,224,513    2.4 %

070

  

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement

     —        15,408,147      948,282      16,356,429    4.3 %
         

  

  

  

  

     Total    $ 209,095    $ 360,777,781    $ 8,629,820    $ 369,616,696    100.0 %
         

  

  

  

  

 

See accompanying notes.

 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Statements of Net Assets Available for Benefits

 

December 31, 2003

 

Plan No.


  

Plan Name


  

Employer

Contributions

Receivable


  

Plan Interest in

Acuity DC Trust


   Participant
Loans


  

Net Assets

Available for

Benefits


  

Plan Interest
Percentage

in Acuity

DC Trust


 

007

   Acuity Specialty Products 401(k) Plan    $ 133,000    $ 151,192,134    $ 3,655,322    $ 154,980,456    45.6 %

033

   Acuity Brands, Inc. 401(k) Plan      18,554      150,903,526      2,966,888      153,888,968    45.6 %

067

  

Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees

     —        1,809,074      55,160      1,864,234    0.6 %

068

   Enforcer Products 401(k) Plan      —        4,787,288      118,099      4,905,387    1.4 %

069

  

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees

     —        8,364,197      728,486      9,092,683    2.5 %

070

  

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement

     —        14,365,644      896,535      15,262,179    4.3 %
         

  

  

  

  

     Total    $ 151,554    $ 331,421,863    $ 8,420,490    $ 339,993,907    100.0 %
         

  

  

  

  

 

See accompanying notes.

 

3


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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Statement of Changes in Net Assets Available for Benefits

 

December 31, 2004

 

Plan No.


 

Plan Name


  Net Assets
Available for
Benefits at
December 31,
2003


  Employer
Contributions


  Participant
Contributions


  Benefit
Payments


    Net Investment
Gain from Acuity
DC Trust


  Plan Transfers,
net


    Net Assets
Available for
Benefits at
December 31, 2004


007

  Acuity Specialty Products 401(k) Plan   $ 154,980,456   $ 2,041,997   $ 5,742,086   $ (13,050,264 )   $ 14,995,262   $ 25,158     $ 164,734,695

033

  Acuity Brands, Inc. 401(k) Plan     153,888,968     3,454,831     9,191,150     (9,759,297 )     15,023,810     11,456       171,810,918

067

 

Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees

    1,864,234     37,841     305,396     (506,550 )     160,271     (8,369 )     1,852,823

068

  Enforcer Products 401(k) Plan     4,905,387     66,515     539,691     (419,338 )     545,063     —         5,637,318

069

 

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees

    9,092,683     288,236     277,589     (1,147,101 )     713,106     —         9,224,513

070

 

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement

    15,262,179     491,808     629,996     (1,039,377 )     1,040,068     (28,245 )     16,356,429
       

 

 

 


 

 


 

    Total   $ 339,993,907   $ 6,381,228   $ 16,685,908   $ (25,921,927 )   $ 32,477,580   $ —       $ 369,616,696
       

 

 

 


 

 


 

 

See accompanying notes.

 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

1. Description of the Plans

 

General

 

The financial position of each of the Acuity Brands, Inc. (the “Company”, the “Employer” or “Acuity”) 401(k) and Retirement Plans (the “Plans”) are reported in the accompanying financial statements. The assets of the Plans are included in the Acuity Brands, Inc. Defined Contribution Plans Master Trust (the “Acuity DC Trust”). The Plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

Employer matching amounts are allocated in accordance with the participant’s current investment elections for elective deferrals.

 

Effective January 1, 2003, the name of the Acuity Lighting Group, Inc. Profit Sharing and Retirement Plan for Salaried Employees was changed to Acuity Brands, Inc. 401(k) Plan.

 

Refer to the respective summary plan description or plan agreement for additional information about the Plans’ eligibility, funding, allocation, vesting, and benefit provisions.

 

Eligibility

 

Each of the Plans is a defined contribution plan. The Plans cover substantially all domestic salaried, commissioned, union and non-union hourly employees of the Company. Employees have immediate eligibility upon attaining the age requirement, with the exception of the Acuity Specialty Products 401(k) Plan, which has a six-month minimum employment period. The Plans further provide that forfeitures of Employer contributions may be used to pay plan administrative expenses (except forfeitures of profit sharing contributions made to union employees in the Acuity Specialty Products 401(k) Plan, which are reallocated to participants).

 

Administration

 

Administration of the Plans is the responsibility of the Company’s investment committee, which is appointed by its board of directors. All administrative expenses of the Plans were paid by the Company during the year ended December 31, 2004.

 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

1. Description of the Plans (continued)

 

Plan Termination

 

Although the Company intends for the Plans to be permanent, the Plans provide the Company the right to discontinue contributions or to terminate the Plans at any time.

 

In the event of a plan termination, each respective participant shall be 100% vested in the balance of his/her account and his/her proportionate share of any future adjustments or forfeitures.

 

Investment in Related Party Common Stock

 

As of December 31, 2004 and 2003, the percentage of the Acuity DC Trust’s net assets invested in the common stock of Acuity was 4.3% and 4.0%, respectively.

 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

1. Description of the Plans (continued)

 

Funding Policy

 

The basis for determining participant (pre-tax) and Employer contributions is as follows:

 

Plan Name


  

Participant

Contributions


    

Employer Contributions


Acuity Specialty Products 401(k) Plan    1% to 25% of compensation      For non-union employees – 50% of participant contributions up to 6% of compensation. For the union employees only, specifically, International Brotherhood of Teamsters Local Union No. 728 – 5% of net profits plus an amount which represents the same percentage of total annual compensation of all hourly paid plan participants as the 5% of net profits bears to total annual compensation of salaried and commissioned plan participants. This amount is multiplied by a fraction representing the relationship between annual compensation of all salaried, commissioned, and non-union hourly or union-qualifying participants to the annual compensation of all qualifying participants. Contributions apply to up to $40,000 of qualifying participant compensation. Additional discretionary contributions are permitted.
Acuity Brands, Inc. 401(k) Plan    1% to 25% of compensation      Matching contribution to 60% of the first 6% of employee deferrals to the Plan. Supplemental contribution for employees who on December 31, 2002 were active participants in the Acuity Brands, Inc. Pension Plan, which was frozen on that date. The supplemental contribution will be made at the end of each plan year to eligible participants who are non-highly compensated employees and who are employed on the last day of the plan year.

 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

1. Description of the Plans (continued)

 

Funding Policy (continued)

 

Plan Name


  

Participant
Contributions


    

Employer Contributions


Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees    1% to 25% of compensation      Plan provides that the matching contribution for hourly employees of Hydrel and Lithonia will be equal to 25% of the first 15% of an employee’s deferrals. American Electric employees receive a matching contribution equal to 50% of the first 6% of employee deferrals. Employees at all other locations participating in the plan do not receive an employer contribution. Effective January 1, 2004, Teamsters Local Union #673 – Midwest Regional Warehouse was added to this plan. Employees at this location will receive an employer contribution equal to $.05 for each hour for which they are paid during 2004, regardless of whether they make employee deferrals to the plan. The employer contribution will increase to $.06 in 2005, $.07 in 2006, $.08 in 2007, and $.09 in 2008.
Enforcer Products 401(k) Plan    1% to 25% of compensation      Discretionary match contribution.
Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees    1% to 25% of compensation      Employees of Holophane at Pataskala and Utica, Ohio hired on or after December 1, 2001 – 50% of participant contribution up to 6% of compensation. All other employees of Holophane – 33% of participant contribution up to 6% of compensation, plus a discretionary basic contribution of 5% of annual compensation. Employees of Metal Optics – 50% of participant contribution up to 6% of compensation.

Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement

   1% to 25% of compensation      IBEW Local 1853 – Effective April 1, 2003 the basic additional contribution was increased to 5% of annual compensation. Employees hired on or after December 16, 2001 will receive a matching contribution of 50% of the first 6% of employee deferrals. AFGWU Local Nos. 4, 105 and 525 – 25% of the first 6% of compensation. Additional basic contribution of 5% of annual compensation. Employees hired on or after August 5, 2002 will receive a matching contribution of 50% of the first 6% of employee deferrals. UAW Local 1876 – 25% of the first 6% of compensation. Additional basic contribution of 4.5% of annual compensation. Effective March 10, 2002, the plant that employed the UAW Local 1876 members was closed and all employees were either terminated or transferred to another facility. The Plan was amended effective March 10, 2002 to fully vest the accounts of all active UAW Local 1876 participants.

 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

2. Significant Accounting Policies

 

Basis of Accounting

 

The accounts of the Plans are maintained by the trustee, AMVESCAP National Trust Company, on the cash basis of accounting. The accompanying financial statements have been prepared using the accrual method of accounting.

 

Investments

 

The investments in the Acuity DC Trust (the “Trust”) are subject to certain administrative guidelines and limitations as to the type and amount of securities held. Certain fund assets are allocated to selected independent investment managers to invest under these guidelines. Investments of the Trust, except for the guaranteed investment contracts (“GICs”), are stated at fair value, as determined by the trustee from quoted market prices. Securities traded on a national exchange are valued at the last reported sales price on the last business day of the plan year; investments traded in the over-the-counter market and listed securities for which no sale was reported on the last day of the plan year are valued at the last reported bid price.

 

GICs are subject to credit risk based on the ability of the issuers to meet interest or principal payments, or both, as they become due. Certain GICs included in the Trust are synthetic; that is, the Trust owns/owned certain fixed income securities and the contract issuer provides/provided a “wrapper” that guarantees a fixed rate of return and provides benefit responsiveness. At December 31, 2004 and 2003, the fair values of the underlying assets of the synthetic GICs (as determined from quoted market prices) were $95,050,219 and $95,129,058 respectively, and the values of the related wrapper contracts were $(1,930,046) and $(3,307,071) included in the Trust, respectively.

 

GICs included in the Trust are fully benefit-responsive and are therefore carried at contract value (cost plus accrued interest) by the Trust in accordance with SOP 94-4, “Reporting of Investment Contracts held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans.” At December 31, 2004 and 2003, contract value approximated fair value. At December 31, 2004 and 2003, the weighted-average crediting interest rates, which are reset periodically during the year, were 1.21% and 1.35%, respectively. For the years ended December 31, 2004 and 2003, the annual yields on the GICs held by the Trust were 4.68% and 4.60%, respectively. For certain of the GICs held by the Trust, crediting interest rates may be changed if certain events occur, such as early retirements and plant closings, but in no case will such rates be adjusted to a rate less than 0%.

 

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Table of Contents

Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

2. Significant Accounting Policies (continued)

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and the differences could be significant.

 

3. Acuity DC Trust

 

The Acuity DC Trust is a collective investment of the assets of participating employee benefit plans of the Company. Trust assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions and benefit payments) which can be specifically identified and distributing among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses resulting from the collective investment of the assets of the trust.

 

The fair value or contract value, which approximates fair value, of net assets of the Acuity DC Trust is presented below as of December 31, 2004 and 2003.

 

     2004

    2003

 

Investments:

                

Mutual funds

   $ 181,313,983     $ 155,976,905  

Common/collective trusts

     64,631,203       60,562,264  

Guaranteed investment contracts

     4,526,230       5,422,644  

Common stock

     15,930,083       13,576,115  

Cash equivalents

     1,051,682       3,887,903  

U.S. Government securities

     699,535       3,721,804  

103-12 investment entities

     94,297,017       91,224,998  

Synthetic guaranteed investment contract wrappers

     (1,930,046 )     (3,307,071 )
    


 


Total Investments

     360,519,687       331,065,562  

Accrued investment income

     354,681       326,079  

Adjustments for pending trades

     (57,447 )     68,946  
    


 


Total Assets

     360,816,921       331,460,587  
Accrued expenses and other      (39,140 )     (38,724 )
    


 


Net assets

   $ 360,777,781     $ 331,421,863  
    


 


 

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Acuity Brands, Inc. Selected 401(k) and Retirement Plans

 

Notes to Financial Statements

 

December 31, 2004

 

3. Acuity DC Trust (continued)

 

Investment results of the Acuity DC Trust for the year ended December 31, 2004 are as follows:

 

Interest income

   $ 4,753,921

Net appreciation in fair value of common stock

     3,347,050

Net gain from common/collective trust funds

     5,680,738

Net gain from mutual funds

     18,695,871
    

Investment results

   $ 32,477,580
    

 

4. Income Tax Status

 

The Plans have received determination letters from the Internal Revenue Service stating that the Plans are qualified under

Section 401(a) of the Internal Revenue Code (the “Code”) and therefore, the related trust is exempt from taxation. Subsequent to these determinations by the Internal Revenue Service, the Plans were amended. Once qualified, the Plans are required to operate in conformity with the Code to maintain their qualification. The Plan sponsor has indicated that it will take the necessary steps, if any, to bring the Plans’ operations into compliance with the Code.

 

5. Benefits Payable

 

The following Plans had benefit payments that were approved for payment prior to December 31, but were not paid until subsequent to December 31:

 

Plan No.


  

Plan Name


   2004

   2003

007

   Acuity Specialty Products 401(k) Plan    $ 60,353    $ —  

033

   Acuity Brands, Inc. 401(k) Plan      —        14,866

067

   Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees      199      —  

 

 

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Acuity Brands, Inc.

Selected 401(k) and Retirement Plans

 

Schedule H, Line 4i

 

Schedule of Assets (Held at End of Year)

 

December 31, 2004

 

    

Identity of Issue, Borrower,

Lessor, or Similar Party


   Plan
No.


   EIN #

  

Description of Investment,

Including Maturity Date, Rate

of Interest, Collateral, Par or

Maturity Value


   Current
Value


*

   Acuity Specialty Products 401(k) Plan    007    58-2632672    Participant Loans    $ 3,662,028

*

   Acuity Brands, Inc. 401(k) Plan    033    58-2632672    Participant Loans      3,175,186

*

   Acuity Lighting Group, Inc. 401(k) Plan for
    Hourly Employees
   067    58-2632672    Participant Loans      69,159

*

   Enforcer Products 401(k) Plan    068    58-2632672    Participant Loans      69,308

*

  

Holophane Division of Acuity Lighting Group

    401(k) Plan for Hourly Employees

   069    58-2632672    Participant Loans      705,857

*

  

Holophane Division of Acuity Lighting Group

    401(k) Plan for Hourly Employees Covered

    by a Collective Bargaining Agreement

   070    58-2632672    Participant Loans      948,282
                        

     Total                   $ 8,629,820
                        


* Represents a party in interest

 

12


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EXHIBIT INDEX

 

Exhibit
Number


  

Description


23.1    Consent of Independent Registered Public Accounting Firm.

 

13

Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-74242) pertaining to the financial statements of the Acuity Specialty Products 401(k) Plan, Acuity Brands, Inc. 401(k) Plan, Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees, Enforcer Products 401(k) Plan, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees, and Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement (collectively the “Plans”) of Acuity Brands, Inc., of our report dated June 24, 2005, with respect to the financial statements of the Plans included in this Annual Report (Form 11-K) for the year ended December 31, 2004.

 

/s/ Ernst & Young LLP

 

Atlanta, Georgia

June 24, 2005