SUMMARY

1. This matter involves improper professional conduct by EY, a public accounting

firm, from 2014 through 2015 and EY audit partners James "Jay" Herring ("Herring") and James

"Jay" Young ("Young"), and EY tax partner Curt Fochtmann ("Fochtmann") (collectively, "EY

Partners") in connection with their pursuit to serve as the independent auditor for the United States

publicly-traded company and SEC-Registrant ("Issuer").

2. Throughout 2014, EY Partners and Issuer's then-CAO and controller ("CAO")

improperly interfered with the Request for Proposal ("RFP") process initiated and overseen by

Issuer's Audit Committee to select an independent auditor for the fiscal year 2015. By and through

EY Partners, EY solicited and obtained from CAO competitive bid and other confidential

documents and information on multiple occasions in an effort to secure the audit engagement. EY

regional management and national leadership were or should have been, aware of the conduct

undertaken by EY Partners in connection with ultimately winning the engagement.

3. EY and EY Partners should have known that the manner in which EY obtained the

engagement would cause a reasonable investor to conclude that EY was not capable of exercising

objectivity and impartiality upon becoming Issuer's independent auditor and that such conduct

therefore, would result in a violation of the Commission's and the Public Company Accounting

Oversight Board ("PCAOB")'s auditor independence rules. EY, by and through Herring and

Young, made representations that it was independent in audit reports that were included in or

incorporated by reference into Issuer's public filings for 2015. EY, through Herring and Young,

also reviewed and provided edits to Issuer's 2014 and 2015 public statements that Issuer's Audit

Committee approved the selection of EY "to serve as the Company's Independent Registered

Public Accounting Firm for the fiscal year ending December 31, 2015 following a competitive

search process."

4. At the time of selection and appointment by the Audit Committee, Issuer became

EY Charlotte, North Carolina's largest audit client. During fiscal year 2015, EY collected audit,

tax, and other services fees of over $13 million from the Issuer.

5. After Issuer learned of the RFP-related conduct on May 2, 2019, Issuer's Audit

Committee conducted an internal investigation and terminated CAO's employment on June 19,

2019. The next day, the Audit Committee publicly announced in Issuer's Form 8-K that CAO's

employment had been terminated for cause. On August 7, 2019, Issuer's Audit Committee

unanimously terminated EY's audit engagement and approved the engagement of another firm as

Issuer's independent audit firm. On August 12, 2019 the Audit Committee publicly announced in

Issuer's Form 8-K that EY was dismissed because of the "pendency of the SEC investigation,

along with the [Audit] Committee's dissatisfaction with information it learned about the process by

which EY was selected as auditor. . . ."

6. For the reasons set forth below, EY violated Rule 2-02(b)(1) of Regulation S-X and

caused Issuer's violations of Sections 13(a) and 14(a) of the Exchange Act and Rules 12b-20, 13a1, 13a-11, 13a-13, and 14a-9 promulgated thereunder. Young, Herring, and Fochtmann caused

EY's violation of Rule 2-02(b)(1) of Regulation S-X and Herring and Young caused Issuer's

violations of Sections 13(a) and 14(a) of the Exchange Act and relevant rules thereunder. EY also

failed to comply with the requirements of Rule 3526(a), which requires that before the initial

engagement, a prospective auditor must describe to the audit committee, in writing, all

relationships "that may be reasonably thought to bear on independence." Respondent's conduct

constituted improper professional conduct pursuant to Section 4C(a)(2) of the Exchange Act and

Rule 102(e)(1)(ii) of the Commission's Rules of Practice.

7-Step Ethical Decision Model

1. Determine the Facts: Who, What, When, Where, How?

2. Define and Explain the Ethical Issues and Stakeholders

3. Identify and Explain Major Principles, Rules, Values

4. Specify and Explain the Alternatives

5. Compare Values and Alternatives

6. Assess the Consequences

7. Make Your Decision