10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on March 2, 2011
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-K/A
(Amendment
No. 1)
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2010 | ||
OR
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission file
No. 1-13883
CALIFORNIA WATER SERVICE
GROUP
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
77-0448994 (I.R.S. Employer Identification No.) |
|
1720 North First Street, San Jose, California (Address of Principal Executive Offices) |
95112 (Zip Code) |
(408) 367-8200
(Registrants Telephone
Number, including Area Code)
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class: | Name of Each Exchange on Which Registered: | |
Common Stock, $0.01 par value per share
|
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 of Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232,405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
The aggregate market value of the voting and non-voting common
stock held by non-affiliates of the registrant was
$743 million on June 30, 2010, the last business day
of the registrants most recently completed second fiscal
quarter. The valuation is based on the closing price of the
registrants common stock as traded on the New York Stock
Exchange.
Common stock outstanding at February 24, 2011,
20,833,303 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the California
Water Service Group 2011 Annual Meeting are incorporated by
reference into Part III hereof.
Explanatory Note
California Water Service Group is filing this Amendment No. 1 (the Form 10-K/A) to our Annual
Report on Form 10-K for the year ended December 31, 2010 (the Form 10-K), filed with the U.S.
Securities and Exchange Commission (SEC) on February 28, 2011, for the sole purpose of furnishing
the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.
No other changes have been made to the Form 10-K. This Form 10-K/A continues to speak as of the
original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to
the original filing date, and does not modify or update any related disclosures made in the Form
10-K.
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PART IV
Item 15. | Exhibits, Financial Statement Schedules |
(a) As part of this
Form 10-K/A,
the following documents are being filed:
1. Financial Statement Schedules: No
financial statement schedules are being included since the
information otherwise required is included in the financial
statements and the notes thereto.
2. Exhibits: The exhibits listed in the
accompanying index to exhibits are filed or incorporated by
reference.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized
CALIFORNIA WATER SERVICE GROUP
By |
/s/ Peter
C. Nelson
|
PETER C. NELSON,
President and Chief Executive Officer
Date: March 2, 2011
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Robert
W. Foy
ROBERT W. FOY |
Chairman, Board of Directors | Date: March 2, 2011 | ||||
/s/ Douglas
M. Brown
DOUGLAS M. BROWN |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Edwin
A. Guiles
EDWIN A. GUILES |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Bonnie
G. Hill
BONNIE G. HILL |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Thomas
M. Krummel, M.D.
THOMAS M. KRUMMEL |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Richard
P. Magnuson
RICHARD P. MAGNUSON |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Linda
R. Meier
LINDA R. MEIER |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Peter
C. Nelson
PETER C. NELSON |
President and Chief Executive Officer, Principal Executive Officer, Member Board of Directors | Date: March 2, 2011 | ||||
/s/ George
A. Vera
GEORGE A. VERA |
Member, Board of Directors | Date: March 2, 2011 | ||||
/s/ Martin
A. Kropelnicki
MARTIN A. KROPELNICKI |
Chief Financial Officer and Treasurer; Principal Financial Officer | Date: March 2, 2011 | ||||
/s/ Calvin
L. Breed
CALVIN L. BREED |
Controller, Assistant Secretary and Assistant Treasurer; Principal Accounting Officer | Date: March 2, 2011 |
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EXHIBIT INDEX
Unless filed with this
Form 10-K,
the documents listed are incorporated by reference to the
filings referred to:
Exhibit |
||||
Number | ||||
3 | .1 | Certificate of Incorporation of California Water Service Group (Exhibit 3.1 to the Quarterly Report on Form 10-Q filed August 9, 2006) | ||
3 | .2 | Restated Bylaws of California Water Service Group as amended on November 28, 2007 (Exhibit 3.1 to Current Report on Form 8-K filed December 3, 2007) | ||
4 | .1 | [reserved] | ||
4 | .2 | Certificate of Designations regarding Series D Participating Preferred Stock, as filed with Delaware Secretary of State on September 16, 1999 (Exhibit 4.2 to Annual Report on Form 10-K for the year ended December 31, 2003) | ||
4 | .3 | Thirty-Ninth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee (Exhibit 4.1 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .4 | Fortieth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 9.86% First Mortgage Bonds due 2020, Series CC. (Exhibit 4.2 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .5 | Forty-First Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.875% First Mortgage Bonds due 2019, Series LL. (Exhibit 4.3 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .6 | Forty-Second Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 6.94% First Mortgage Bonds due 2012, Series KK. (Exhibit 4.4 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .7 | Forty-Third Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 7.28% First Mortgage Bonds due 2025, Series AAA. (Exhibit 4.5 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .8 | Forty-Fourth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 6.77% First Mortgage Bonds due 2028, Series BBB. (Exhibit 4.6 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .9 | Forty-Fifth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 8.15% First Mortgage Bonds due 2030, Series CCC. (Exhibit 4.7 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .10 | Forty-Sixth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 7.13% First Mortgage Bonds due 2031, Series DDD. (Exhibit 4.8 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .11 | Forty-Seventh Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 7.11% First Mortgage Bonds due 2032, Series EEE. (Exhibit 4.9 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .12 | Forty-Eighth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.90% First Mortgage Bonds due 2017, Series FFF. (Exhibit 4.10 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .13 | Forty-Ninth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.29% First Mortgage Bonds due 2022, Series GGG. (Exhibit 4.11 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .14 | Fiftieth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.29% First Mortgage Bonds due 2022, Series HHH. (Exhibit 4.12 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .15 | Fifty-First Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.54% First Mortgage Bonds due 2023, Series III. (Exhibit 4.13 to Current Report on Form 8-K filed April 21, 2009) |
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Exhibit |
||||
Number | ||||
4 | .16 | Fifty-Second Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.44% First Mortgage Bonds due 2018, Series JJJ. (Exhibit 4.14 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .17 | Fifty-Third Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 4.58% First Mortgage Bonds due 2010, Series KKK. (Exhibit 4.15 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .18 | Fifty-Fourth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.48% First Mortgage Bonds due 2018, Series LLL. (Exhibit 4.16 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .19 | Fifty-Fifth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.52% First Mortgage Bonds due 2013, Series MMM. (Exhibit 4.17 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .20 | Fifty-Sixth Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.55% First Mortgage Bonds due 2013, Series NNN. (Exhibit 4.18 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .21 | Fifty-Seventh Supplemental Indenture dated as of April 17, 2009, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 6.02% First Mortgage Bonds due 2031, Series OOO. (Exhibit 4.19 to Current Report on Form 8-K filed April 21, 2009) | ||
4 | .22 | Fifty-Eighth Supplemental Indenture dated as of November 22, 2010, between California Water Service Company and U.S. Bank National Association, as Trustee, covering 5.50% First Mortgage Bonds due 2040, Series PPP. (Exhibit 4.1 to Current Report on form 8-K filed November 22, 2010). | ||
10 | .1 | Water Supply Contract between Cal Water and County of Butte relating to Cal Waters Oroville District; Water Supply Contract between Cal Water and the Kern County Water Agency relating to Cal Waters Bakersfield District; Water Supply Contract between Cal Water and Stockton East Water District relating to Cal Waters Stockton District. (Exhibits 5(g), 5(h), 5(i), 5(j), Registration Statement No. 2-53678, which exhibits are incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 1974) | ||
10 | .2 | Water Supply Contract between the City and County of San Francisco and wholesale customers in Alameda County, San Mateo County and Santa Clara County for a term of twenty-five years beginning on July 1, 2009 and ending on June 30, 2034. The agreement was dated June 24, 2009. Water Supply Contract dated July 1, 2009 between the City and County of San Francisco and California Water Service Company to provide water to Bear Gulch and Bayshore service areas for a term of twenty-five years beginning July 1, 2009 and ending June 30, 2034. (Exhibit 10.3 and 10.4 to Quarterly Report on Form 10-Q for the quarter ending September 30, 2009). | ||
10 | .3 | Water Supply Contract dated January 27, 1981, between Cal Water and the Santa Clara Valley Water District relating to Cal Waters Los Altos District (Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 1992) | ||
10 | .4 | Amendments No. 3, 6 and 7 and Amendment dated June 17, 1980, to Water Supply Contract between Cal Water and the County of Butte relating to Cal Waters Oroville District. (Exhibit 10.5 to Annual Report on Form 10-K for the year ended December 31, 1992) | ||
10 | .5 | Amendment dated May 31, 1977, to Water Supply Contract between Cal Water and Stockton East Water District relating to Cal Waters Stockton District. (Exhibit 10.6 to Annual Report on Form 10-K for the year ended December 31, 1992) | ||
10 | .6 | Second Amended Contract dated September 25, 1987, among Stockton East Water District, California Water Service Company, the City of Stockton, the Lincoln Village Maintenance District, and the Colonial Heights Maintenance District Providing for the Sale of Treated Water. (Exhibit 10.7 to Annual Report on Form 10-K for the year ended December 31, 1987) | ||
10 | .7 | Water Supply Contract dated April 19, 1927, and Supplemental Agreement dated June 5, 1953, between Cal Water and Pacific Gas and Electric Company relating to Cal Waters Oroville District. (Exhibit 10.9 to Annual Report on Form 10-K for the year ended December 31, 1992) | ||
10 | .8 | [reserved] |
6
Exhibit |
||||
Number | ||||
10 | .9 | [reserved] | ||
10 | .10 | Agreement between the City of Hawthorne and California Water Service Company for the 15-year lease of the Citys water system. (Exhibit 10.17 to Quarterly Report on Form 10-Q for the quarter ended March 31, 1996) | ||
10 | .11 | Water Supply Agreement dated September 25, 1996, between the City of Bakersfield and California Water Service Company. (Exhibit 10.18 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1996) | ||
10 | .12 | Water Supply Contract dated November 16, 1994, between California Water Service Company and Alameda County Flood Control and Water Conservation District relating to Cal Waters Livermore District (Exhibit 10.15 to Annual Report on Form 10-K for the year ended December 31, 1994) | ||
10 | .13 | [reserved] | ||
10 | .14 | California Water Service Group Directors Retirement Plan (As amended and restated on February 22, 2006) (Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .15 | [reserved] | ||
10 | .16 | Unsecured Credit Agreement dated as of October 27, 2009 among California Water Service Group and certain of it subsidiaries from time to time, as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, Banc of America Securities LLC, as sole lead arranger and sole book manager, CoBank, ACB and Bank of China, Los Angeles Branch, as co-syndication agents, Compass Bank and U.S. Bank National Association, as co-documentation agents, and the other lender parties thereto (Exhibit 10.1 to the Quarterly Report on Form 10-Q of the registrant dated November 5, 2010). | ||
10 | .17 | Unsecured Credit Agreement dated as of October 27, 2009 among California Water Service Company, as borrower, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, Banc of America Securities LLC, as sole lead arranger and sole book manager, CoBank, ACB and Bank of China, Los Angeles Branch, as co-syndication agents, Compass Bank and U.S. Bank National Association, as co-documentation agents, and the other lender parties thereto (Exhibit 10.2 to the Quarterly Report on Form 10-Q of the registrant dated November 5, 2010). | ||
10 | .18 | Executive Severance Plan (Exhibit 10.24 to Annual Report on Form 10-K for the year ended December 31, 1998)* | ||
10 | .19 | California Water Service Group Long-Term Incentive Plan (filed as Appendix A of the California Water Service Group proxy statement dated March 17, 2000)* | ||
10 | .20 | California Water Service Group Deferred Compensation Plan effective January 1, 2001 (Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2000)* | ||
10 | .21 | California Water Service Company Supplemental Executive Retirement Plan effective January 1, 2001 (Exhibit 10.23 to Annual Report on Form 10-K for the year ended December 31, 2000)* | ||
10 | .22 | Amendment No. 1 to California Water Service Company Supplemental Executive Retirement Plan effective January 1, 2001 (Exhibit 10.22 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)* | ||
10 | .23 | [reserved] | ||
10 | .24 | Water Supply Contract 99-73 between the City of Bakersfield and California Water Service Company, dated March 31, 1999 (Exhibit 10.25 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2003) | ||
10 | .25 | Amendment No. 1 to Water Supply Contract between the City of Bakersfield and California Water Service Company, dated October 3, 2001 (Exhibit 10.26 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2003) | ||
10 | .26 | [reserved] | ||
10 | .27 | Amendment No. 2 to California Water Service Company Supplemental Executive Retirement Plan effective January 1, 2001 (Exhibit 10.27 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)* |
7
Exhibit |
||||
Number | ||||
10 | .28 | [reserved] | ||
10 | .29 | [reserved] | ||
10 | .30 | California Water Service Group Equity Incentive Plan (filed as Appendix B of the California Water Service Group proxy statement dated March 25, 2005, for its Annual Meeting of Stockholders to be held on April 27, 2005, as filed with the SEC on March 22, 2005 (File No. 1-13883))* | ||
10 | .31 | The registrants policy on option repricing under its Equity Incentive Plan (incorporated by reference to Item 8.01 Other Events in the registrants Current Report on Form 8-K dated April 7, 2005)* | ||
10 | .32 | Water Supply Contract dated September 21, 2005, between Cal Water and the Kern County Water Agency. (Exhibit 10.1 to Current Report on Form 8-K filed on September 21, 2005) | ||
10 | .33 | Separation Agreement between California Water Service Group and Richard D. Nye. (Exhibit 10 to Current Report on Form 8-K filed on December 22, 2005)* | ||
10 | .34 | Form of Stock Appreciation Right Grant Notice under the California Water Service Group Equity Incentive Plan. (Exhibit 10.34 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .35 | Form of Stock Appreciation Right Agreement under the California Water Service Group Equity Incentive Plan with Notice of Exercise. (Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .36 | Form of Restricted Stock Award Grant Notice under the California Water Service Group Equity Incentive Plan. (Exhibit 10.36 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .37 | [reserved] | ||
10 | .38 | Form of Restricted Stock Award Agreement under the California Water Service Group Equity Incentive Plan with Assignment Separate From Certificate and Joint Escrow Instructions. (Exhibit 10.38 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .39 | Form of Stock Option Grant Notice for outside director under the California Water Service Group Equity Incentive Plan. (Exhibit 10.39 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .40 | Form of Stock Option Grant Notice under the California Water Service Group Equity Incentive Plan. (Exhibit 10.40 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .41 | Form of Stock Option Agreement (Incentive Stock Option or Nonstatutory Stock Option) under the California Water Service Group Equity Incentive Plan with Notice of Exercise. (Exhibit 10.41 to the Annual Report on Form 10-K for the year ended December 31, 2005) | ||
10 | .42 | Offer Letter between the registrant and Martin A. Kropelnicki, dated February 15, 2006 (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to Current Report on Form 8-K of the registrant, dated February 22, 2006) | ||
10 | .43 | Underwriting Agreement between California Water Service Group and Robert W. Baird & Co. Incorporated, as representative of the underwriters, October 5, 2006 (incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed on October 6, 2006) | ||
10 | .44 | Form of Indemnification Agreement to be entered between California Water Service Group and its directors and officers. (Exhibit 10.44 to the Annual Report on Form 10-K for the year ended December 31, 2006) | ||
12 | .1 | Computation of Ratios of Earnings to Fixed Charges | ||
21 | . | Subsidiaries of the Registrant | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm | ||
31 | .1 | Chief Executive Officer certification of financial statements pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
8
Exhibit |
||||
Number | ||||
31 | .2 | Chief Financial Officer certification of financial statements pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32 | . | Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
101 | .INS | XBRL Instance Document | ||
101 | .SCH | XBRL Taxonomy Extension Schema Document | ||
101 | .CAL | XBRL Taxonomy Extensions Calculation Linkbase Document | ||
101 | .LAB | XBRL Taxonomy Extension Label Linkbase Document | ||
101 | .PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||
101 | .DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| Previously filed | |
* | Management contract or compensatory plan or arrangement |
9