Form 11-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 11-K

 


 

x

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

For the fiscal year ended: December 31, 2006

OR

 

¨

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

For the transition period from                     to                     

Commission File Number: 000-19289

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

State Auto Insurance Companies Capital Accumulation Plan

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

State Auto Financial Corporation

518 East Broad Street

Columbus, Ohio 43215-3976


Table of Contents

REQUIRED INFORMATION

The following financial statements and supplemental schedule for the State Auto Insurance Companies Capital Accumulation Plan are being filed herewith:

Financial Statements for each of the two years ended December 31, 2006 and Supplemental Schedule for the year ended December 31, 2006

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements:

  

Statements of Net Assets Available for Benefits

   2

Statements of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4

Supplemental Schedule:

  

Schedule of Assets (Held at End of Year)

   11

The following exhibits are being filed herewith:

 

Exhibit No.

  

Description

  
1   

Consent of Independent Registered Public Accounting Firm

   Included herein


Table of Contents

Report of Independent Registered Public Accounting Firm

Plan Administrative Committee

State Auto Insurance Companies Capital Accumulation Plan

We have audited the accompanying statements of net assets available for benefits of the State Auto Insurance Companies Capital Accumulation Plan (the Plan) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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 a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s 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, and 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 Plan at December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended, 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 supplemental schedule of assets (held at end of year) as of December 31, 2006, 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 Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit 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.

LOGO

Columbus, Ohio

June 15, 2007

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Statements of Net Assets Available for Benefits

 


 

     December 31
     2006    2005

Assets

     

Investments, at fair value:

     

Shares of registered investment companies

   $ 152,848,574    134,932,755

Interest-bearing cash

     11,409,518    10,803,053

Common / collective trusts

     15,770,788    15,716,894

Affiliated stock

     2,091,324    1,855,413

Loans to participants

     3,024,502    2,676,727
           

Total investments

     185,144,706    165,984,842

Contribution receivables:

     

Employee

     56,400    18,000

Employer

     30,800    7,350
           

Total receivables

     87,200    25,350
           

Net assets reflecting investments at fair value

     185,231,906    166,010,192

Adjustments from fair value to contract value for fully benefit-responsive investment contracts

     158,507    178,428
           

Net assets available for benefits

   $ 185,390,413    166,188,620
           

See accompanying notes.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Statements of Changes in Net Assets Available for Benefits

 


 

     Year Ended December 31
     2006    2005

Additions

     

Interest and dividends

   $ 12,401,716    5,521,946

Contributions:

     

Employee

     9,322,176    8,820,482

Employer

     3,224,581    3,048,240
           

Total contributions

     12,546,757    11,868,722
           

Total additions

     24,948,473    17,390,668

Deductions

     

Benefit payments

     13,680,036    8,766,270

Participant loan fees

     17,551    17,178
           

Total deductions

     13,697,587    8,783,448

Net appreciation in fair value of investments

     7,950,907    8,337,003
           

Net increase

     19,201,793    16,944,223

Net assets available for benefits:

     

Beginning of year

     166,188,620    149,244,397
           

End of year

   $ 185,390,413    166,188,620
           

See accompanying notes.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Notes to the Financial Statements

December 31, 2006

 


1. Description of the Plan

Organization

The State Auto Insurance Companies Capital Accumulation Plan (the “Plan”), a defined contribution plan, was adopted effective June 1, 1982, by State Automobile Mutual Insurance Company and its affiliates (the “Company”) for the purpose of providing a savings plan for the benefit of its employees.

The following description of the Plan provides only general information. Participants should refer to the Plan Document for a complete description of the Plan.

General

An employee of the company is eligible to participate in the Plan as of the first pay period subsequent to thirty days after the employee’s hire date, provided the employee is or will attain age 21 during the calendar year following the employee’s hire date.

The Plan was amended and restated effective January 1, 1997, including subsequent amendments through January 1, 2007, to comply with recent legislation, regulation and rulings. See “Contributions” and “Investment Options.”

Contributions

Each participant may contribute any percentage of their salary between 1% and 50% (basic contribution). Subject to certain limitations, the Company matches the first 2% of basic contributions of participant salary at the rate of 75 cents for each dollar contributed; basic contributions of 3% to 6% are matched at a rate of 50 cents for each dollar contributed. Participants can change their rate of deferral as of any given pay date. Participants may also suspend contributions at any time. Participants may elect to make supplemental contributions in the form of after tax salary deferrals. Total participant contributions may not exceed 50% of salary.

Based on a provision of the Plan that became effective in January 2002, as of January 1, 2004, all Plan participants who attain age 50 or older during the calendar year, and are making the maximum Internal Revenue Code (the “Code”) pre-tax contribution, may make additional “Catch-up Contributions” each pay period in any whole percentage amount of their compensation from 1% to 25%, up to a dollar limitation on the amount of Catch-up Contribution established by law.

Vesting

Plan participants are immediately fully vested in employee contributions and related net earnings or losses. Full vesting in employer contributions and related net earnings and losses occurs upon three completed years of service. Any employee terminating prior to three completed years of service vests in employer contributions and related net earnings and losses at percentages set forth by the Plan document.

In addition, employer contributions and related net earnings or losses are fully vested upon retirement, age 65, death or total and permanent disability.

Any forfeiture of non-vested employer contributions and related net earnings or losses reduces future employer contributions.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Notes to the Financial Statements, Continued

 


Participant’s Accounts

Each participant’s account is credited with the participant’s contributions and allocations of a) the Company’s contributions and b) Plan earnings, and is charged with applicable participant loan fees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years, or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate based on the current 5-year treasury rate increased 75-100 basis points as determined quarterly by the Plan Administrative Committee. Principal and interest is paid ratably through bi-weekly payroll deductions.

Investment Options

Under the Plan trust agreement, participants may direct how their plan contributions are to be invested. The following description of the investment options provides only general information. Participants should refer to the Plan document for a complete description of the investments.

Plan contributions may be invested in the following twenty-five funds at December 31, 2006:

Baron Growth Fund: The fund primarily invests in small cap companies with market values under $2.5 billion.

Calamos Growth Fund Class A: The fund primarily invests in companies that have the potential of above-average, sustainable earnings growth, that Calamos believes will outperform most analysts’ expectations, and whose results and prospects are not yet fully reflected in their stock prices.

JP Morgan Mid Cap Value Fund Class A: The fund primarily invests at least 80% of its assets in equity securities of mid cap companies with market capitalizations between $1 billion to $20 billion at the time of purchase.

American Beacon Small Cap Value Fund Plan Ahead Class: The fund primarily invests at least 80% of its assets in equity securities of U.S. companies with market capitalizations of $2.6 billion or less at the time of investment.

Fidelity Puritan Fund: The fund primarily invests approximately 60% of its assets in stocks and other equity securities, and the remainder in bonds and other debt securities, including lower-quality debt securities, when the outlook for the markets is neutral.

Fidelity Contrafund: The fund primarily invests in common stocks of domestic and foreign issuers of “growth” or “value” stocks, or both.

Fidelity Equity-Income Fund: The fund primarily invests at least 80% of its assets in income-producing equity securities, which tends to lead to investments in large cap “value” stocks.

Fidelity U.S. Government Reserves Fund: The fund primarily invests at least 80% of its assets in U.S. Government securities, and in repurchase agreements for those securities.

Fidelity Managed Income Portfolio Fund: The fund primarily invests in investment contracts issued by insurance companies and other financial institutions, in fixed income securities and money market funds to provide daily liquidity.

Spartan U.S. Equity Index Fund: The fund primarily invests at least 80% of its assets in common stocks included in the S&P 500 Index, which broadly represents the performance of common stocks publicly traded in the United States.

Fidelity Intermediate Bond Fund: The fund primarily invests at least 80% of its assets in investment-grade debt securities of all types and repurchase agreements for those securities (those of medium and high quality).

Fidelity Diversified International Fund: The fund primarily invests in common stocks of foreign companies.

State Auto Financial Corporation Stock: State Auto Financial Corporation is an affiliate of the Company. The stock is traded on the NASDAQ under the ticker symbol, STFC.

Fidelity Freedom Income Fund: The fund primarily invests approximately 37% in investment grade fixed income funds, 3% in high yield fixed income funds, 40% in short-term funds and 20% in domestic equity funds.

Fidelity Freedom 2000 Fund: The fund primarily invests approximately 27% in domestic equity funds, 1% in international equity funds, 32% in investment grade fixed income funds, 3% in high yield fixed-income funds and 37% in Fidelity short-term mutual funds.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Notes to the Financial Statements, Continued

 


Fidelity Freedom 2005 Fund: The fund primarily invests approximately 40% in domestic equity funds, 9% in international equity funds, 35% in investment grade fixed income funds, 5% in high yield fixed income funds and 11% in Fidelity short-term mutual funds.

Fidelity Freedom 2010 Fund: The fund primarily invests approximately 40% in domestic equity funds, 10% in international equity funds, 35% in investment grade fixed income funds, 5% in high yield fixed income funds and 10% in Fidelity short-term mutual funds.

Fidelity Freedom 2015 Fund: The fund primarily invests approximately 47% in domestic equity funds, 12% in international equity funds, 30% in investment grade fixed income funds, 7% in high yield fixed income funds and 5% in Fidelity short-term mutual funds.

Fidelity Freedom 2020 Fund: The fund primarily invests approximately 55% in domestic equity funds, 14% in international equity funds, 24% in investment grade fixed income funds and 8% in high yield fixed income funds.

Fidelity Freedom 2025 Fund: The fund primarily invests approximately 58% in domestic equity funds, 14% in international equity funds, 20% in investment grade fixed income funds and 7% in high yield fixed income funds.

Fidelity Freedom 2030 Fund: The fund primarily invests approximately 66% in domestic equity funds, 16% in international equity funds, 10% in investment grade fixed income funds and 7% in high yield fixed income funds.

Fidelity Freedom 2035 Fund: The fund primarily invests approximately 66% in domestic equity funds, 17% in international equity funds, 9% in investment grade fixed income funds and 8% in high yield fixed income funds.

Fidelity Freedom 2040 Fund: The fund primarily invests approximately 68% in domestic equity funds, 17% in international equity funds, 5% in investment grade fixed income funds and 10% in high yield fixed income funds.

Fidelity Freedom 2045 Fund: The fund primarily invests approximately 69% in domestic equity funds, 20% in international equity funds, 1% in investment grade fixed income funds and 10% in high yield fixed income funds.

Fidelity Freedom 2050 Fund: The fund primarily invests approximately 70% in domestic equity funds, 20% in international equity funds, and 10% in high yield fixed income funds.

Administrative Expenses

All administrative expenses, excluding participant loan fees, and trustee fees are paid by the Company.

Payment of Benefits

Upon termination of service, participants generally receive a lump-sum amount equal to the value of their account less outstanding loan balances. Alternatively, qualifying participants can elect to receive their account value, less outstanding loan balances, in installments over a period not to exceed 10 years or, in the case of a retired participant, over a period not to exceed normal life expectancy.

Participants may semiannually withdraw from their supplemental accumulated contributions and, subject to certain conditions, participants may withdraw from their accumulated basic and supplemental contributions based on financial hardship. After participants have been in the plan for five years, and once every two years thereafter, participants may withdraw the vested portion of employer contributions credited to their account.

Plan Termination

While the Company has not expressed any intent to terminate the Plan or to discontinue contributions, it is free to do so at any time, subject to the provisions set forth in the Employee Retirement Income Security Act of 1974. Should the Plan be terminated at some future time, all participants become 100% vested in benefits earned as of the termination date.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Notes to the Financial Statements, Continued

 


2. Significant Accounting Policies

Basis of Presentation

The accounting records of the Plan are maintained in conformity with U.S. generally accepted accounting principles.

Use of Estimates

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

Valuation of Investments and Related Investment Income

Investments are stated at fair value. The common/collective trust is valued based on quoted redemption value on the last business day of the Plan year. Shares of registered investment companies and shares of the State Auto Financial Corporation Common Stock Fund are valued at quoted market prices that represent the net asset values of shares held by the Plan at year-end. Loans to plan participants, which must be approved by the Plan Administrative Committee, are valued at their outstanding balances, which approximate fair value.

Investment income, including appreciation and depreciation in fair value of investments, is allocated to participant accounts daily based upon the ratio of each participants account to the total fund balance.

Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

New Accounting Pronouncement

In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans” (the “FSP”). The FSP defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes.

As required by the FSP, the Plan’s common/collective trust investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit responsive investment contracts that are eligible for contract-value accounting treatment. AICPA Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires fully benefit responsive investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 31, 2005, which is presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Notes to the Financial Statements, Continued

 


3. Investments

The following investments, at fair value, represented 5% or more of assets available for benefits as of December 31, 2006 and 2005:

 

     December 31
     2006    2005

Investments in shares of registered investment companies:

     

Fidelity Contrafund

   $ 49,887,589    50,106,814

Fidelity Equity Income Fund

     34,731,998    30,357,441

Fidelity Diversified International Fund

     15,969,307    10,882,337

Fidelity Puritan Fund

     13,940,060    12,682,869

Fidelity U.S. Government Reserves Fund

     11,409,518    10,802,705

Investment in common/collective trusts:

     

Fidelity Managed Income Portfolio Fund

   $ 15,770,788    15,716,894

During 2006 and 2005, the Plan’s investments (including investments bought and sold, as well as held during the year) appreciated in value as follows:

 

     2006     2005

Realized appreciation (depreciation):

    

Shares of registered investment companies

   $ 940,477     108,764

Affiliated stock

     (36,912 )   32,022
            

Total realized appreciation

     903,565     140,786

Unrealized appreciation (depreciation):

    

Shares of registered investment companies

     7,093,369     7,708,080

Affiliated stock

     (46,027 )   488,137
            

Total unrealized appreciation

     7,047,342     8,196,217
            

Total realized and unrealized appreciation

   $ 7,950,907     8,337,003
            

4.  Federal Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated August 16, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Notes to the Financial Statements, Continued

 


5. Reconciliation to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31:

 

     2006     2005  

Net assets available for benefits per the financial statements

   $ 185,390,413     166,188,620  

Contribution receivables

     (87,200 )   (25,350 )

Adjustments from fair value to contract value for fully
benefit-responsive investment contracts

     (158,507 )   —    
              

Net assets available for benefits per the Form 5500

   $ 185,144,706     166,163,270  
              

The following is a reconciliation of the changes in net assets per the financial statements to the Form 5500 for the year ended December 31:

 

     2006     2005

Net increase in net assets available for benefits
per the financial statements

   $ 19,201,793     16,944,223

Contributions:

    

Employee

     79,100     18,000

Employer

     30,800     7,350
            
     109,900     25,350

Adjustments from fair value to contract value for fully
benefit-responsive investment contracts

     (158,507 )   —  
            

Net increase in net assets available for benefits
per the Form 5500

   $ 18,933,386     16,918,873
            

 

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Supplemental

Schedule

 

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STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

EIN # 31-4316080 / Plan # 004

December 31, 2006

 

Identity of Issue

   Shares    Cost    Fair Value

Shares of Registered Investment Companies:

        

Baron Growth Fund

   59,752    $ 2,803,789    $ 2,980,416

Calamos Growth Fund

   104,467      5,593,715      5,630,792

JP Morgan Mid Cap Value Fund

   120,283      2,879,108      3,098,503

American Beacon Small Cap Value

   72,990      1,499,902      1,547,382

Fidelity Puritan Fund

   698,050      12,656,054      13,940,060

Fidelity Contrafund

   765,147      38,177,049      49,887,589

Fidelity Equity Income Fund

   593,202      28,467,414      34,731,998

Fidelity Intermediate Bond Fund

   332,179      3,457,562      3,408,158

Fidelity Diversified International Fund

   432,187      12,068,848      15,969,307

Spartan U.S. Equity Index Fund

   158,640      6,433,849      7,960,574

Fidelity Freedom Income

   19,430      220,476      224,217

Fidelity Freedom 2000

   11,640      139,530      145,037

Fidelity Freedom 2005

   17,447      187,792      202,561

Fidelity Freedom 2010

   264,007      3,649,710      3,859,785

Fidelity Freedom 2015

   132,031      1,513,508      1,610,778

Fidelity Freedom 2020

   227,693      3,253,748      3,536,068

Fidelity Freedom 2025

   95,771      1,143,352      1,223,000

Fidelity Freedom 2030

   92,121      1,312,260      1,476,692

Fidelity Freedom 2035

   38,771      471,321      511,395

Fidelity Freedom 2040

   87,652      766,417      830,944

Fidelity Freedom 2045

   5,372      57,300      57,698

Fidelity Freedom 2050

   1,453      15,416      15,620
                
        126,768,120      152,848,574

Investment in common / collective trusts:

        

Fidelity Managed Income Portfolio Fund

   15,929,295      15,770,788      15,770,788

Interest-bearing cash:

        

Fidelity U.S. Government Reserves Fund

   11,409,518      11,409,518      11,409,518

Affiliated stock:

        

State Auto Financial Corporation Common Stock Fund (1)

   60,280      1,510,294      2,090,526

Stock Purchase Account (2)

   -      -      798

Participant loans (interest rates 3.25% to 10.00%)

   -      -      3,024,502
                
      $ 155,458,720    $ 185,144,706
                

 

(1)

-Indicated a party-in-interest to the Plan.

 

(2)

– The stock purchase account consists of the Fidelity Cash Reserves a money market fund that is used as a plan-level account in the recordkeeping of the purchase and sales of fractional share of employer stock. Participants cannot invest their account balances in the Stock Purchase Account.

 

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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 thereunto duly authorized.

 

   

STATE AUTO INSURANCE COMPANIES CAPITAL ACCUMULATION PLAN

Date: June 29, 2007

   

By:

 

/s/ Steven E. English

   

Printed Name:

 

Steven E. English

   

Title:

 

Chief Financial Officer

 

   

By:

 

/s/ James A. Yano

   

Printed Name:

 

James A. Yano

   

Title:

 

Vice President, Secretary and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

  
1   

Consent of Independent Registered Public Accounting Firm

   Included herein

 

13