e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE
REQUIRED) |
For the fiscal year ended December 31, 2006.
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO
FEE REQUIRED) |
For the transition period from to
Commission File Number 1-13102
A. |
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Full title of the Plan: |
FIRST INDUSTRIAL, L.P. 401 (K) Plan
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
FIRST INDUSTRIAL REALTY TRUST, INC.
311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606
REQUIRED INFORMATION
FINANCIAL STATEMENTS:
Item 4. Plan financial statements and schedules prepared in accordance with the financial
reporting requirements of the Employee Retirement Income Security Act of 1974 (ERISA) are
attached hereto. Such financial statements and schedules are included in the Report in lieu of the
information required by Items 1-3 of Form 11-K.
First Industrial, L.P. 401(k) Plan
Financial Statements and Supplemental Schedule
December 31, 2006 and 2005
First Industrial, L.P. 401(k) Plan
Index
December 31, 2006 and 2005
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Page(s) |
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements |
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Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005 |
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2 |
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Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2006
and 2005 |
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3 |
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Notes to Financial Statements |
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4-8 |
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Supplemental Schedule |
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Schedule I: Schedule H, line 4i Schedule of Assets (Held at End of Year) |
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9 |
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Note: |
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Other schedules of additional information required by Section 2520.103-10 of the
Department of Labors Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because they
are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
First Industrial, L.P. 401(k) Plan:
In our opinion, the accompanying statements of net assets available for benefits and the related
statements of changes in net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the First Industrial, L.P. 401(k) Plan (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 accounting principles generally accepted in the United States
of America. 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 of these statements 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. An audit 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.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental Schedule H, line 4i Schedule of Assets (Held at End of Year)
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department of Labors 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 the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Chicago, Illinois
June 26, 2007
First Industrial, L.P. 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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2006 |
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2005 |
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Assets |
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Investments at fair value (see Note 4) |
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$ |
19,248,344 |
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$ |
14,217,243 |
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Wrapper Contracts at fair value (see Note 3) |
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78 |
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228 |
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Employer contribution receivable |
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450,838 |
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357,705 |
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Net assets at fair value |
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19,699,260 |
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14,575,176 |
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Adjustment from fair value to contract
value for fully benefit-responsive
investment contracts |
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12,479 |
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12,580 |
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Net assets available for benefits |
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$ |
19,711,739 |
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$ |
14,587,756 |
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The accompanying notes are an integral part of these financial statements.
2
First Industrial, L.P. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006 and 2005
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2006 |
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2005 |
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Additions |
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Additions to net assets attributed to investment income: |
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Interest and dividends |
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$ |
1,072,369 |
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$ |
524,565 |
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Interest from participant loans |
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13,517 |
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12,109 |
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1,085,886 |
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536,674 |
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Contributions: |
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Participant |
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3,045,059 |
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2,384,005 |
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Employer |
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450,838 |
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357,869 |
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3,495,897 |
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2,741,874 |
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Net appreciation in fair value of investments (see Note 4) |
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1,427,956 |
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503,535 |
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Total additions |
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6,009,739 |
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3,782,083 |
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Deductions |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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884,357 |
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1,577,649 |
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Administrative expenses |
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1,399 |
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1,404 |
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Total deductions |
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885,756 |
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1,579,053 |
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Net additions |
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5,123,983 |
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2,203,030 |
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Net assets available for benefits: |
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Beginning of year |
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14,587,756 |
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12,384,726 |
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End of year |
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$ |
19,711,739 |
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$ |
14,587,756 |
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The accompanying notes are an integral part of these financial statements.
3
First Industrial, L.P. 401(k) Plan
Notes to Financial Statements
December 31, 2006 and 2005
The following description of the First Industrial, L.P. 401(k) Plan (the Plan) is intended
to provide only general information. Participants should refer to the Plan agreement and the
summary Plan description for a more complete description of the Plans provisions.
General
The Plan is a defined contribution plan which was established on January 1, 1995, and is
administered by First Industrial, L.P. (the Employer). The assets of the Plan are managed
and administered under the terms of an agreement between the Employer and the trustee,
Fidelity Management Trust Company (the Trustee). The Trustee is responsible for the
investment of such assets and the accounting for all related receipts and disbursements. The
Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Eligibility
All employees who have reached age 21 are eligible to participate in the Plan on the first day
of the month following the first 30 days of his or her employment.
Contributions
Each year, participants may contribute up to 60 percent of pretax annual compensation, as
defined in the Plan, subject to Internal Revenue Service (IRS) limits. Participant
contributions may also include rollovers, which represent transfers of participant account
balances previously held in the former employers qualified plans.
Each year, the Employer will determine the amount, if any of matching contributions, which
will be contributed to the Plan, however participant contributions in excess of 6% of pretax
annual compensation, as defined in the Plan, are not matched by the Employer. The participant
must be employed as of the last day of the Plan year to be eligible for any matching
contributions made for that Plan year.
In no event shall the contributions credited to a participants account for any Plan year,
either separately or when combined with the Employer contributions, exceed the allowable
deduction for federal income tax purposes.
Participant Accounts
Each participants account is credited with that participants contributions and allocations
of a) the Employer contribution, if any, and b) Plan earnings. Allocations are based on
participants earnings or account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participants vested account. The net
investment gain or loss for each of the investment assets is allocated daily to each
participants elective accounts in the proportion to which each such account bears to the
total of all such asset accounts.
Vesting
All participant and Employer contributions and earnings thereon are fully and immediately
vested.
4
First Industrial, L.P. 401(k) Plan
Notes to Financial Statements
December 31, 2006 and 2005
Participant Loans
Within the limits of IRS regulations, which change from time-to-time, a loan may be requested
for any reason by a participant. The minimum loan is $1,000. The maximum loan is generally
limited to the lesser of:
(1) 50% of the participants vested account balance, or
(2) $50,000, minus the highest outstanding loan balance in the prior 12 months.
The loan repayment period is set at a maximum of 5 years except in the case of a loan for the
purpose of acquiring a principal residence, in which case the loan may be repaid over 10
years. Participants may only have one loan outstanding at any time. The Plan administrator
sets the rate of interest which, in general, approximates the prevailing interest rates
charged by lending institutions for loans which would be made under similar circumstances.
The interest rate remains fixed throughout the duration of the loan. Upon termination with
the Employer, the loan is due immediately. Outstanding loan balances may be paid off at any
time while employed by the Employer; partial pre-payments are not permitted.
Payment of Benefits
Upon termination of service due to death, disability, and retirement or due to other reasons,
a participant may elect to receive a lump sum amount equal to the value of the participants
vested interest in his/her account or be paid in periodic payments if the account balance
exceeds $5,000. If a participant terminated employment and the account balance is less than
$5,000, a lump sum payment will be made unless the participant chooses to make a direct
rollover into another eligible retirement plan. The participant is required by law to receive
a minimum required distribution from the Plan, unless he/she is a 5% owner of the Employer, no
later than April 1 following the year he/she reaches 70 1/2 years old. A 5% owner of the
Employer must receive a minimum distribution no later than April 1 of the calendar year
following the calendar year he/she turns 70 1/2 years old.
Administrative Expenses
Certain professional fees and administrative expenses incurred in connection with the Plan are
paid by the Employer. Loan processing fees are paid by the participant and deducted from
their Plan assets.
2. |
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Significant Accounting Policies |
Basis of Presentation
The financial statements of the Plan are prepared under the accrual method of accounting.
Recent Accounting Pronouncements
As described in Financial Accounting Standards Board Staff Position, FSP 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), investment contracts held by a defined-contribution
plan are required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment contracts
because contract value is the amount
5
First Industrial, L.P. 401(k) Plan
Notes to Financial Statements
December 31, 2006 and 2005
participants would receive if they were to initiate
permitted transactions under the terms of the plan. The Plan invests in investment contracts
through a collective trust. As required by the FSP, the Statement of Net Assets Available for
Benefits presents the fair value of the investment contracts held in the collective trust as
well as the adjustment of the fully benefit-responsive investment contracts held in the
collective trust from fair value to contract value. The Statement of Changes in Net Assets
Available for Benefit is prepared on a contract value basis. The FSP
was applied retroactively to the prior period presented on the
Statement of Net Assets Available for Benefits as of
December 31, 2005.
Valuation of Investments and Income Recognition
Shares of registered investment funds are stated at fair value as determined by quoted market
prices, which represent the net asset value of shares held by the Plan at year-end. The
Plans interest in the collective trust is valued based on its proportionate share.
The Plan presents in the statement of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of its investments, which consists of the
realized gains or losses and
the unrealized appreciation (depreciation) on those investments. Purchases and sales of investments are
reflected on a trade date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
Participant Loans
Participant loans are stated at amortized cost. Differences, if any, from fair value are not
considered material in relation to net assets. At December 31, 2006 and 2005, there were no
loans in default that exceeded the participants vested account balances.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting
principles requires the Plan administrator to make estimates and assumptions that affect the
reported amounts of net assets available for benefits at the date of the financial statements
and the changes in net assets available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of stock and mutual funds.
Investment securities are exposed to various risks, such as interest rate, market and credit
risk. Due to the level of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially affect
participants account balances and the amounts reported in the statements of net assets
available for benefits and the statement of changes in net assets available for benefits.
The Plan invests in a collective trust fund. Fidelity Managed Income Portfolio, the
collective trust, may invest in various benefit-responsive investment contracts, such as short
and long-term
6
First Industrial, L.P. 401(k) Plan
Notes to Financial Statements
December 31, 2006 and 2005
investment contracts issued by insurance companies (GICs), investment contracts
issued by commercial banks (BICs), synthetic investment contracts or wrap contracts,
comprising underlying assets (typically fixed-income securities or bond funds and may include
derivative instruments such as futures contracts and swap agreements) and a wrapper contract
issued by a third party, and cash equivalents represented by units of a money market portfolio
(collectively, the investment contracts).
As described in Footnote 1, because the investment contracts are fully benefit-responsive,
contract value is the relevant measurement attribute for that portion of net assets available
for benefits attributable to the investment contracts. Therefore, investments in GICs, BICs
and wrap contracts are valued at contract value, which represents contributions made under the
contract, plus earnings, less participant withdrawals and administrative expenses. There are
no reserves against contract value for credit risk of the contract issuer or otherwise.
Certain events limit the ability of the collective trust to transact at contract value with
the issuer. The Plan administrator does not believe that the occurrence of any such event,
which would limit the Plans ability to transact at contract value with participants, is
probable.
The average yield of the investment contracts based on interest rate credited to participants
was approximately 4.08% and 3.80% at December 31, 2006 and 2005, respectively.
The investment assets of the Plan as of December 31, 2006 and 2005 were held, and all
transactions therein were executed by the Trustee, under terms of the trust agreement.
Participants in the Plan may direct the Trustee to invest their account balances in one or
more of twenty investment options, including First Industrial Realty Trust, Inc. common stock.
The following is a summary of those investments held at December 31, 2006 and 2005 that
individually exceed five percent of net assets available for benefits:
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2006 |
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2005 |
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Fidelity Managed Income Portfolio |
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$ |
1,254,064 |
* |
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$ |
1,120,688 |
* |
Fidelity Balanced Fund |
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1,744,753 |
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1,202,605 |
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Fidelity Equity-Income Fund |
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1,783,074 |
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1,301,961 |
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Fidelity Spartan U.S. Equity Index Fund |
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2,617,701 |
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2,121,545 |
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Fidelity Dividend Growth Fund |
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2,065,984 |
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1,545,902 |
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Baron Asset Fund |
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1,811,727 |
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1,325,743 |
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Fidelity Freedom 2010 Fund |
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910,154 |
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740,052 |
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Fidelity Freedom 2020 Fund |
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901,365 |
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746,477 |
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Fidelity Diversified International Fund |
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1,835,658 |
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1,185,534 |
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Fidelity Real Estate Investment Portfolio |
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1,739,939 |
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1,111,832 |
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* |
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Investment is stated at contract value for the years ended December 31, 2006 and 2005, rather than fair value. |
During 2006, the Plans common stock and registered investment funds (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in value by $141,381 and
$1,286,575, respectively. During 2005, the Plans common stock and registered investment funds
(including gains and losses on investments bought and sold, as well as held during the year)
(depreciated)/appreciated in value by $(23,275) and $526,810, respectively.
7
First Industrial, L.P. 401(k) Plan
Notes to Financial Statements
December 31, 2006 and 2005
Although the Employer has reserved the right to amend or terminate the Plan, it was
established with the intention that the Plan and the payment of contributions will be
indefinite. In the event of termination, each participant or beneficiary, as the case may be,
is entitled to receive any amounts credited to his or her accounts in the Plan, provided,
however, that the Employer is not required to effect such distribution until written evidence
of approval of such termination and distribution has been received from the Commissioner of
the IRS. Presently, there is no intention on part of the Employer to terminate the Plan.
The IRS has determined and informed the Employer by letter dated August 11, 2004, that the
Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC).
Accordingly, the Plan administrator believes that the Plan is designed and is currently being
operated in accordance with the requirements of Section 401(a) of the Internal Revenue Code.
Therefore, no provision for income taxes has been recorded by the Plan.
7. |
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Party-in-Interest Transactions |
Certain Plan investments are shares of mutual funds managed by the Trustee and common stock of
First Industrial Realty Trust, Inc., an affiliate of the Employer. Additionally, certain
participants
have loans outstanding to the Plan. Therefore, these transactions qualify as
party-in-interest transactions.
Administrative expenses paid by the Plan for the years ended December 31, 2006 and 2005 were
$1,399 and $1,404, respectively. Expenses paid by the Employer to the Trustee for
recordkeeping and investment management services were $44,868 and $40,631 for the years ended
December 31, 2006 and 2005, respectively.
8. |
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Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
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December 31, 2006 |
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Net assets available for benefits per the financial statements |
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$ |
19,711,739 |
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Less: Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
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(12,479 |
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Net assets available for benefits per the Form 5500 |
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$ |
19,699,260 |
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The following is a reconciliation of income per the financial statements to the Form 5500:
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December 31, 2006 |
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Total income per the financial statements |
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$ |
6,009,739 |
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Less: Adjustments from fair value to contract value for fully benefit-responsive investment contracts |
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(12,479 |
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Total income per the Form 5500 |
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$ |
5,997,260 |
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8
First Industrial, L.P. 401(k) Plan
Schedule H, line 4i Schedule of Assets (Held at End of Year)
December 31, 2006
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(c) Description of investment |
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including maturity date, rate of |
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(b) Identity of issue, borrow, lessor or |
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interest, collateral, par, or |
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(e) Current |
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(a) |
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similar party |
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maturity value |
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(d) Cost** |
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Value |
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* |
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First Industrial Realty Trust, Inc. |
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Common Stock |
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$ |
847,521 |
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* |
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Fidelity Managed Income Portfolio |
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Collective Trust |
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1,254,064 |
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* |
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Fidelity U.S. Bond Index Fund |
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Registered Investment Fund |
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556,013 |
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* |
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Fidelity Balanced Fund |
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Registered Investment Fund |
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1,744,753 |
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* |
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Fidelity Equity-Income Fund |
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Registered Investment Fund |
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1,783,074 |
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* |
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Fidelity Real Estate Investment Portfolio |
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Registered Investment Fund |
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1,739,939 |
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* |
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Fidelity Spartan U.S. Equity Index Fund |
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Registered Investment Fund |
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2,617,701 |
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* |
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Fidelity Dividend Growth Fund |
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Registered Investment Fund |
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2,065,984 |
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Baron Asset Fund |
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Registered Investment Fund |
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1,811,727 |
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* |
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Fidelity Freedom Income Fund |
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Registered Investment Fund |
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96,799 |
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* |
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Fidelity Freedom 2000 Fund |
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Registered Investment Fund |
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84,571 |
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* |
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Fidelity Freedom 2005 Fund |
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Registered Investment Fund |
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2,881 |
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* |
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Fidelity Freedom 2010 Fund |
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Registered Investment Fund |
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910,154 |
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* |
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Fidelity Freedom 2015 Fund |
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Registered Investment Fund |
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53,397 |
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* |
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Fidelity Freedom 2020 Fund |
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Registered Investment Fund |
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901,365 |
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* |
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Fidelity Freedom 2025 Fund |
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Registered Investment Fund |
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19,910 |
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* |
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Fidelity Freedom 2030 Fund |
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Registered Investment Fund |
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440,989 |
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* |
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Fidelity Freedom 2035 Fund |
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Registered Investment Fund |
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59,335 |
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* |
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Fidelity Freedom 2040 Fund |
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Registered Investment Fund |
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|
266,865 |
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* |
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Fidelity Diversified International Fund |
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Registered Investment Fund |
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1,835,658 |
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* |
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Participant loans |
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Loans to Participants |
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168,201 |
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(maturities range from 1 to 9 |
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years, interest rates range from |
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6.75% to 10.25%). |
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$ |
19,260,901 |
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* |
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Denotes party in interest |
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** |
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Cost information has been omitted with respect to participant or beneficiary directed
transactions. |
9
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustee (or other
persons who administer the employee benefit plan (the Plan Administrators)) has duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
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FIRST INDUSTRIAL, L.P. 401 (K) Plan |
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By:
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FIRST INDUSTRIAL, L.P., as Plan Administrator |
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By:
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FIRST INDUSTRIAL REALTY TRUST, INC, as
sole general partner of First Industrial, L.P. |
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Date: June 26, 2007
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By: |
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/s/ Scott A. Musil |
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Scott A. Musil |
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Chief Accounting Officer |
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EXHIBIT INDEX
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Exhibit No. |
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23 |
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Consent of PricwaterhouseCoopers LLP |