The accompanying notes are an integral part of these financial statements.
PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements
The following brief description of the PacifiCorp K Plus Employee Savings Plan (the “Savings Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
General
Effective January 1, 1988, PacifiCorp and most of its subsidiaries (collectively, the “Employers”) adopted the Savings Plan. The Savings Plan is a tax-qualified Employee Savings Plan covering employees of the Employers, except employees identified as “casual employees” or “project employees” within the Employers’ payroll systems, employees covered by a collective bargaining agreement that does not provide for participation in the Savings Plan, leased employees and temporary employees. Qualified employees of the Employers become eligible to participate after completing one month of service as defined in the Savings Plan. The Savings Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
The Savings Plan is sponsored by PacifiCorp and administered by a committee whose members are appointed by PacifiCorp (the “Administrative Committee”). The assets of the Savings Plan are held for investment by State Street Bank & Trust Company (“State Street”) (the “Savings Plan Trustee”).
Savings Plan participants are able to direct the investment of their Savings Plan holdings (employer and employee) into various investment options offered under the Savings Plan. The investment options consist of mutual funds, ScottishPower American Depository Shares (“ScottishPower ADS”), a common and commingled trust fund and insurance contracts.
Effective May 2003, a new investment option was added to the Savings Plan. Under this new investment option, participants may elect to invest a portion of their Savings Plan account in a participant-directed brokerage account established at an outside financial institution. In this account, participants may invest in a far broader range of individual securities and mutual funds than those offered in the core plan.
Effective August 31, 2004, the PacifiCorp K Plus Employee Stock Ownership Plan (“ESOP”) was merged into the Savings Plan. On September 1, 2004, all investments in the ESOP were transferred to the Savings Plan as shares of ScottishPower ADS Fund with same vesting status. Once the transfer was completed, the participants were allowed to change their investment options to other funds that are available under the Savings Plan.
Contributions
Participants may elect to contribute a percentage of their pre-tax annual compensation as defined in the Savings Plan (“Pre-Tax Contributions”). Different percentages can apply to separate employee groups, but prior to February 11, 2004, the maximum percentage was 25.0% of eligible compensation. Effective February 11, 2004, the maximum percentage was increased to 50.0% of eligible compensation, subject to an Internal Revenue Service limitation of $13,000 for the year ended December 31, 2004.
In accordance with the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), a participant who has attained the age of 50 prior to the end of the 2004 savings plan year, is eligible to make additional Pre-Tax Contributions to the Savings Plan of up to $3,000. The dollar limit will be increased by $1,000 each savings plan year, reaching a maximum of $5,000 in 2006. For savings plan years after 2006, the limit will be increased by cost-of-living adjustments authorized by applicable law. No matching contributions are made by PacifiCorp with respect to these additional Pre-Tax Contributions.
Each of the Employers makes an annual matching contribution in cash for each participant (“Matching Contribution”). The Matching Contribution is a percentage of the participant’s Pre-Tax Contribution for the year, up to 6.0% of the participant’s compensation for the year. The Matching Contribution percentage is 50.0% or a
4
percentage fixed in the Employer’s adoption statement, by resolution of the Board of Directors of the Employers and announced to participants, or pursuant to a collective bargaining agreement. These contributions are directed into the same fund(s) in which each participant invests their Pre-Tax Contributions. For bargaining unit employees, this same change became effective pursuant to agreement with the respective collective bargaining unit leadership.
Each Employer makes an annual contribution in cash to the Savings Plan for each of its qualified employees (“Fixed Contribution”), regardless of whether the employees elect to participate in Pre-Tax and Matching Contributions. The Fixed Contribution is a percentage of eligible compensation as defined by the Savings Plan, set by resolution of the Board of Directors of the Employer and announced to participants, or pursuant to a collective bargaining agreement. The Fixed Contribution percentage for 2004 and 2003 was generally 2.0% for each year. Participating Employers may elect to make different levels of Fixed Contributions.
Vesting
Pre-Tax Contributions and Fixed Contributions are fully vested at all times. Matching Contributions are vested based upon each completed year of employment service as follows:
Years of service | | Percent vested |
| |
|
Less than 1 | | 0.0 | % |
1 | | 20.0 | |
2 | | 40.0 | |
3 | | 60.0 | |
4 | | 80.0 | |
5 or more | | 100.0 | |
Participant accounts
Each participant’s account is credited with Pre-Tax Contributions, Fixed Contributions, Matching Contributions, where applicable, and an allocation of the Savings Plan’s net earnings or losses. Pre-Tax Contributions, Fixed Contributions and Matching Contributions are credited based on the participant’s election. Savings Plan earnings are allocated based on participant account balances.
Effective August 31, 2004 the PacifiCorp ESOP plan was merged into the Savings Plan. During the year ended December 31, 2004, $111,434,659 was transferred from the ESOP to the Savings Plan.
Participant withdrawals
Vested benefits are payable in a lump sum upon retirement, termination, death or disability. If the participant’s account balance exceeds $5,000, the participant may defer payment, or upon retirement, elect installment payments over a specified period of time not exceeding 15 years from the date of commencement of benefits. The Savings Plan also provides for withdrawals due to financial hardship.
Participant loans
Participants may borrow from their account balance a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50.0% of their vested account balance under the Savings Plan. Loan terms range from one to five years, or up to 15 years for the purchase of a primary residence, except for some loans, which are transferred in from other plans, which maintain their existing terms. The loans bear interest at a rate commensurate with local prevailing rates and are secured by the balance in the participant’s account and an assignment of current pay of the participant sufficient to service the loan.
Savings Plan termination
Although it has not expressed any intention to do so, PacifiCorp may wholly or partially terminate the Savings Plan or direct the discontinuance of contributions at any time, subject to the provisions of ERISA. Upon terminating the Savings Plan, PacifiCorp may either liquidate the assets or continue to pay benefits as they become payable under Savings Plan provisions. If the assets are liquidated, the net assets (after payment of expenses) will be allocated among participants in proportion to their account balances. In the event of Savings Plan termination, participants would become 100.0% vested in their Matching Contributions.
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Forfeitures
Forfeitures in the Savings Plan relate to the unvested portion of Matching Contributions attributable to participants who terminate employment. Amounts forfeited by terminating participants may be restored to the participant if the participant returns to work within a time period specified by the Savings Plan. Forfeitures not restored to participants will be applied first to restore other prior forfeitures and then to pay Savings Plan expenses. Any remaining forfeitures are reallocated to participants as additional Fixed Contributions. Forfeitures of terminated non-vested account balances were $24,436 for the year ended December 31, 2004.
2. | Summary of Significant Accounting Policies |
Basis of accounting
The financial statements of the Savings Plan are prepared under the accrual method of accounting.
Investment valuation
The investments in ScottishPower ADS are stated at fair value based on published market quotations at year-end. Each ScottishPower ADS represents four ordinary shares of ScottishPower common stock. The per share market values of the ScottishPower ADS were $31.16 at December 31, 2004 and $27.18 at December 31, 2003.
Investments in registered investment companies (“mutual funds”) are stated at fair value based on quoted market prices. Interest in the common and commingled trust fund reflects market value based upon the net asset value of the unit value of each specific fund. Temporary cash investments and participant loans are stated at cost, which approximates fair value.
Investments in guaranteed investment contracts are valued at contract value, which represents invested principal plus accrued interest thereon. The contracts are nontransferable but provide for benefit responsive withdrawals and participant transfers to noncompeting options by plan participants at contract value. In the event facts and circumstances provide evidence that contract value is impaired, a valuation adjustment is recorded. In determining contract value, the Trustee considers such factors as the benefit responsiveness of the contracts, the ability of the parties to the contracts to perform in accordance with the terms of the contracts and the likelihood of default by the issuer of an investment security.
The difference between valuations at contract value and fair value is reflected over time through the crediting rate formula provided for in current “wrap” contracts. To the extent that any unrealized and realized losses (that are accounted for, under contract value accounting, through a positive value of the wrap contract), the interest crediting rate may be lower over time than then-current market rates. Similarly, if the underlying portfolio generated realized and unrealized gains (reflected in a negative wrap value adjustment under contract value accounting), a redeeming participant may forego any benefit related to a future crediting rate higher than then-current market rates. The magnitude of the difference between crediting rates and current market rates at any time may also be affected by the Plan’s portfolio duration, as well as increases and decreases in the amount of assets covered under the wrap contract as a result of participant contributions to and withdrawals from the Plan.
The guaranteed investment contracts held by the Plan are accounted for at their “book value” (representing invested principal plus accrued interest) as reported by the contract issuers. Synthetic investment contracts have crediting rates that reset quarterly based on a pre-determined crediting rate formula. This formula factors in the book value, the market value, the yield to maturity, and the duration of the underlying investments. In all cases, the book value is determined by increasing the principal balance by accrued interest that is based on the book value crediting rate of each contract.
Synthetic investment contracts are comprised of both investment and contractual components. The investment component consists of securities or units of a commingled pooled fund or fixed-income securities, referred to as the underlying investments. Underlying investments may include, but are not limited to:
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• | Mortgage-backed securities |
• | Securities issued or backed by U.S. government agencies, government sponsored enterprises or similar U.S. government entities or instrumentalities |
• | Units of commingled pools primarily invested in the above |
• | Money market instruments |
The underlying investments are “wrapped” by contracts issued by third-party financial institutions. These wrap contracts provide for benefit withdrawals and investment exchanges at the full contract (“book”) value of the synthetic investment contracts (i.e., principal plus accrued interest) notwithstanding the actual market value of underlying investments (i.e., fair value of security plus accrued interest). In this manner, wrap contracts are designed to smooth out the impact of normal market fluctuation associated with the performance of the underlying investments.
The difference between the market value of the underlying investments and the reported value of the synthetic investment contract is generally the implicit value of the wrap contract. A positive value implies that the wrap contract issue is obligated to the Fund for the indicated amount in the event of benefit withdrawals and/or investment exchanges from the contract. A negative value for the wrap contract indicates that the market value of the underlying investment exceeds the book value.
The crediting rate of a particular synthetic contract is reset on a fixed schedule basis and is thus tied to the performance of the underlying investments.
Investments in synthetic investment contracts were as follows as of December 31, 2004:
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Description of Underlying Investments | | Market Value of Underlying Investments | | Wrap Contract Value | | Value | |
| |
| |
| |
| |
| | | | | | | | | | |
Synthetic Investment Contracts | | | | | | | | | | |
Bank of America | | | | | | | | | | |
INVESCO Multi Manager A or Better Intermediate Gov/Credit Fund | | $ | 21,211,388 | | $ | (208,413 | ) | $ | 21,002,975 | |
| | | | | | | | | | |
ING Life and Annuity | | | | | | | | | | |
INVESCO Short Term Bond Fund | | | 14,983,435 | | | (324,987 | ) | | 14,658,448 | |
| | | | | | | | | | |
JP Morgan Chase | | | | | | | | | | |
INVESCO Multi Manager A or Better Intermediate Gov/Credit Fund | | | 21,215,161 | | | (194,036 | ) | | 21,021,125 | |
| | | | | | | | | | |
Monumental Life Ins. Co. | | | | | | | | | | |
INVESCO Short Term Bond Fund | | | 14,052,526 | | | (273,809 | ) | | 13,778,717 | |
| | | | | | | | | | |
State Street Bank | | | | | | | | | | |
INVESCO Multi Manager A or Better Core Fixed Income Fund | | | 19,100,171 | | | 20,296 | | | 19,120,467 | |
| | | | | | | | | | |
UBS AG | | | | | | | | | | |
INVESCO AAA Asset Backed Securities Fund | | | 22,890,109 | | | (405,168 | ) | | 22,484,941 | |
| | | | | | | | | | |
John Hancock Financial Services, Inc. | | | | | | | | | | |
John Hancock Separate Investment Account Number Two-H Structured Finance Account | | | 1,770,769 | | | (83,584 | ) | | 1,687,185 | |
| | | | | | | | | | |
State Street Bank | | | | | | | | | | |
Cash | | | 50,201 | | | | | | | |
US Treasury Note, 3.25%, 8/15/2007 | | | 2,027,520 | | | | | | | |
US Treasury Note, 4.75%, 11/15/2008 | | | 1,580,325 | | | | | | | |
| |
|
| |
|
| |
|
| |
| | | 3,658,046 | | | (14,955 | ) | | 3,643,091 | |
| |
|
| |
|
| |
|
| |
Total Synthetic Investment Contracts | | $ | 118,881,605 | | $ | (1,484,656 | ) | $ | 117,396,949 | |
| |
|
| |
|
| |
|
| |
Most of the investments underlying the synthetic contracts have expected average lives. That is, they have a target maturity date that is subject to change depending on market conditions. Should the expected average lives of the investments shorten or extend, the crediting rates on the contracts are normally reset to reflect the investments’ new yields to maturity. If the underlying investments prepay prior to their expected maturity, the cash flows from the investments are typically reinvested in new investments.
The net effective crediting rate for a synthetic contract is a combination of amortizing the gains and losses over a period equal to the duration of the contract less fees for the wrap contract. The resulting crediting rate is not less than zero. The securities underlying a synthetic contract are generally fixed income securities; however, the crediting rate on the contract may be adjusted so that market value gains and losses are amortized over time and the contract value moves toward the market value of the underlying investments.
Some insurance contracts contain contingencies that could lead to penalties being assessed on withdrawals from the contract that are the result of events initiated by PacifiCorp such as savings plan terminations, spin-offs or early retirement programs.
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Investment transactions and investment income
Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date.
The Savings Plan presents in the statement of changes in net assets available for benefits, the net appreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on these investments.
Payment of benefits
Benefits are recorded when paid. Net assets available for benefits included benefits of $373,733 at December 31, 2004 and $499,385 at December 31, 2003, due to participants who have withdrawn from participation in the Savings Plan.
Administrative expenses
The Savings Plan provides that each participating Employer may pay administrative costs and expenses of the Savings Plan. Those costs not paid by each Employer are paid from Savings Plan assets.
Participant loans
Loan transactions are treated as a transfer between the investment funds and the Participant Loan Fund.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets, liabilities and changes therein, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The following investments represented 5.0% or more of the Savings Plan’s net assets available for benefits:
| | Number of shares | | December 31, 2004 | |
| |
| |
| |
ScottishPower ADS | | 6,817,651 | | $ | 212,438,005 | |
Dodge & Cox Balanced Fund | | 1,726,461 | | | 136,994,654 | |
Pioneer Fund Class Y | | 2,322,113 | | | 97,900,292 | |
Delaware Trend Fund | | 3,743,530 | | | 82,919,194 | |
NTGI QM Collective Daily - S&P 500 Index Fund | | 16,486 | | | 52,088,120 | |
| | | | | | |
| | Number of shares | | December 31, 2003 | |
| |
| |
| |
ScottishPower ADS | | 3,338,884 | | $ | 90,750,867 | |
Dodge & Cox Balanced Fund | | 1,424,935 | | | 104,077,225 | |
Pioneer Fund Class Y | | 2,195,688 | | | 83,633,778 | |
Delaware Trend Fund | | 3,574,439 | | | 70,309,198 | |
NTGI QM Collective Daily - S&P 500 Index Fund | | 14,832 | | | 42,246,799 | |
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The Savings Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value during the 2004 savings plan year by $57,831,975 as follows:
| | | Year ended December 31, 2004 | |
| | |
| |
Mutual funds | | $ | 31,503,327 | |
ScottishPower ADS | | | 20,345,470 | |
Common and commingled trust fund | | | 4,914,999 | |
Other common stock and mutual funds | | | 1,068,179 | |
| |
|
| |
| | $ | 57,831,975 | |
| |
|
| |
4. | Party-in-Interest Transactions |
Certain Savings Plan investments are ScottishPower ADS and shares of funds managed by State Street. Indirectly, ScottishPower is the Savings Plan Sponsor and State Street is the Savings Plan Trustee, as defined by the Savings Plan. Therefore, these transactions qualify as party-in-interest.
At December 31, 2004 and 2003, the Savings Plan’s assets consist primarily of investments in financial instruments, including temporary cash investments, investments in insurance contracts, ScottishPower ADS, mutual funds, a common and commingled trust fund and participant loans. The Savings Plan does not require collateral or other security to support the investments in these financial instruments. These investments may subject the Savings Plan to concentrations of risk, as from time-to-time, (a) cash balances exceed amounts insured by the Federal Deposit Insurance Corporation, (b) market values of securities are dependent on the ability of the issuers to honor contractual commitments, and (c) the value of ScottishPower ADS, mutual funds and the common and commingled trust fund are subject to changes in market values.
The Internal Revenue Service (IRS) has determined and informed PacifiCorp by letter dated May 6, 2002, that the Savings Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Savings Plan has been amended since receiving the determination letter. However, the Savings Plan administrator and the Savings Plan’s tax counsel believe that the Savings Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.
7. | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
| | December 31, | |
| |
| |
| | | 2004 | | | 2003 | |
| |
|
| |
|
| |
Net assets available for benefits per the financial statements | | $ | 843,653,205 | | $ | 611,439,208 | |
Amounts allocated to withdrawing participants | | | (373,733 | ) | | (499,385 | ) |
| |
|
| |
|
| |
Net assets available for benefits per Form 5500 | | $ | 843,279,472 | | $ | 610,939,823 | |
| |
|
| |
|
| |
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The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
| | Year ended December 31, 2004 | |
| |
| |
Benefits paid to participants per the financial statements | | $ | 23,887,789 | |
Add: Amounts allocated to withdrawing participants at December 31, 2004 | | | 373,733 | |
Less: Amounts allocated to withdrawing participants at December 31, 2003 | | | (499,385 | ) |
| |
|
| |
Benefit payments per Form 5500 | | $ | 23,762,137 | |
| |
|
| |
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.
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Supplemental Schedule
PacifiCorp K Plus Employee Savings Plan
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004
EIN: 93-02-0246090
Plan: 009
(a) | | (b) Identity of issue, borrower, lessor or similar party | | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | (d) Cost | | (e) Current value | |
| |
| |
| |
| |
| |
| | | | | | | | | | |
* | | Scottish Power ADS | | Common stock | | ** | | $ | 212,438,005 | |
| | | | | | | |
|
| |
| | Dodge & Cox Balanced Fund | | Registered investment company | | ** | | | 136,994,654 | |
| | PIMCO Funds Total Return Fund | | Registered investment company | | ** | | | 28,132,187 | |
| | Pioneer Fund Class Y | | Registered investment company | | ** | | | 97,900,292 | |
| | Delaware Trend Fund | | Registered investment company | | ** | | | 82,919,194 | |
| | T. Rowe Price International Stock Fund | | Registered investment company | | ** | | | 19,124,709 | |
| | Vanguard Admiral Fund Treasury Money Market Fund | | Registered investment company | | ** | | | 13,713,353 | |
| | Barclays Global Investors Fund LifePath Income Portfolio Fund | | Registered investment company | | ** | | | 1,799,175 | |
| | Barclays Global Investors Funds LifePath 2010 Portfolio Fund | | Registered investment company | | ** | | | 4,707,043 | |
| | Barclays Global Investors LifePath 2020 Portfolio Fund | | Registered investment company | | ** | | | 6,830,851 | |
| | Barclays Global Investors LifePath 2030 Portfolio Fund | | Registered investment company | | ** | | | 5,857,185 | |
| | Barclays Global Investors LifePath 2040 Portfolio Fund | | Registered investment company | | ** | | | 9,493,242 | |
| | | | | | | |
|
| |
| | Total registered investment company | | | | | | | 407,471,885 | |
| | | | | | | |
|
| |
| | HarrisDirect | | Self-directed brokerage account | | ** | | | 15,833,110 | |
| | | | | | | |
|
| |
| | NTGI QM Collective Daily - S&P 500 Index Fund | | Common and commingled trust fund | | ** | | | 52,088,120 | |
| | | | | | | |
|
| |
| | Monumental Life Insurance Company | | Traditional investment contract | | ** | | | 1,429,915 | |
| | Bank of America | | Group trust investment | | ** | | | 21,211,388 | |
| | Bank of America wrap contract | | Synthetic investment contract wrap contract | | ** | | | (208,413 | ) |
| | ING Life and Annuity | | Group trust investment | | ** | | | 14,983,435 | |
| | ING Life and Annuity wrap contract | | Synthetic investment contract wrap contract | | ** | | | (324,987 | ) |
| | JP Morgan Chase | | Group trust investment | | ** | | | 21,215,161 | |
| | JP Morgan Chase wrap contract | | Synthetic investment contract wrap contract | | ** | | | (194,036 | ) |
| | Monumental Life Ins. Co. | | Group trust investment | | ** | | | 14,052,526 | |
| | Monumental Life Ins. Co. wrap contract | | Synthetic investment contract wrap contract | | ** | | | (273,809 | ) |
* | | State Street Bank | | Group trust investment | | ** | | | 19,100,171 | |
* | | State Street Bank wrap contract | | Synthetic investment contract wrap contract | | ** | | | 20,296 | |
| | UBS AG | | Group trust investment | | ** | | | 22,890,109 | |
| | UBS AG wrap contract | | Synthetic investment contract wrap contract | | ** | | | (405,168 | ) |
| | John Hancock Financial Services | | Pooled separate account | | ** | | | 1,770,769 | |
| | John Hancock Financial Services wrap contract | | Synthetic investment contract wrap contract | | ** | | | (83,584 | ) |
* | | State Street Bank | | US treasury notes and cash | | ** | | | 3,658,046 | |
* | | State Street Bank wrap contract | | Synthetic investment contract wrap contract | | ** | | | (14,955 | ) |
| | | | | | | |
|
| |
| | Total guaranteed investment contracts | | | | | | | 118,826,864 | |
| | | | | | | |
|
| |
* | | State Street Bank & Trust Company | | Interest bearing cash account | | ** | | | 11,287,129 | |
| | | | | | | |
|
| |
| | Participant loans | | 5.0% to 12.0%, with maturities from 2005 through 2019 | | | | | 25,123,102 | |
| | | | | | | |
|
| |
| | Total investments | | | | | | $ | 843,068,215 | |
| | | | | | | |
|
| |
* | Denotes a party-in-interest as defined by ERISA. |
** | Cost omitted for participant directed investments. |
12
SIGNATURES
THE PLAN 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 BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
| | PacifiCorp |
Date: June 27, 2005
| | /s/ | Daniel J. Rosborough
|
| |
|
| | | Daniel J. Rosborough Administrative Committee Secretary |
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