2020-01-23T16:03:46-06:00 2018-12-31 470900880 CALIBRE CPA GROUP PLLC 7501 WISCONSIN AVENUE SUITE 1200 WEST BETHESDA MD 20814 990 2018-01-01 133173374 AMERICAN INSURANCE ASSOCIATION INC AMER 2028287100 555 12TH STREET NW NO 550 WASHINGTON DC 20004 PHILLIP L CARSON VP & TREASURER 2028287170 2020-01-23 1 STEVEN C DARR CPA CMA P01324904 2023319880 38.100.43.98 2020-01-23 17:03:19 ES P 0D07D9F5073B73617365FE97D89C0FC39718B347 54FE6E471F8A05619F206DEE27FDE7D0C354BA03 2018 2020-09-23 17:36:50Z X JOHN DEGNAN 555 12TH STREET NW NO 550 WASHINGTON DC 20004 26261551 0 X AIADC.ORG X 1984 DE THE AMERICAN INSURANCE ASSOCIATION (AIA) IS A MEMBER ORGANIZATION, THE PURPOSE OF WHICH IS TO PROMOTE THE ECONOMIC, LEGISLATIVE, AND PUBLIC STANDING OF ITS PARTICIPATING PROPERTY AND CASUALTY INSURERS; TO PROVIDE A FORUM FOR THE DISCUSSION OF PROBLEMS THAT ARE OF COMMON CONCERN TO MEMBER COMPANIES; TO PROMOTE THE INTERESTS OF SUCH COMPANIES IN EVERY LEGITIMATE MANNER, CONSISTENT WITH THE PUBLIC WELFARE; TO KEEP MEMBER COMPANIES INFORMED OF REGULATORY AND LEGISLATIVE DEVELOPMENTS; TO SERVICE THE PUBLIC INTEREST THROUGH APPROPRIATE ACTIVITIES, INCLUDING THE PROMOTION OF SAFETY AND SECURITY OF PERSONS AND PROPERTY; TO FURNISH OTHER RELATED AND SIMILAR SERVICES; TO ENHANCE THE PUBLIC KNOWLEDGE AND PERCEPTION OF THE PROPERTY-CASUALTY INSURANCE INDUSTRY; AND TO ENGAGE IN ANY OTHER LAWFUL ACT OR ACTIVITY FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE IN FURTHERANCE OF THE FOREGOING PURPOSES. X 19 19 45 0 16020 5420 0 0 18622989 19214221 157431 12552 86692 0 18867112 19226773 521767 503145 0 0 9381477 21775834 0 0 0 7832551 7999354 17735795 30278333 1131317 -11051560 13530374 0 11454232 0 2076142 0 X THE AMERICAN INSURANCE ASSOCIATION (AIA) IS A MEMBER ORGANIZATION, THE PURPOSE OF WHICH IS TO PROMOTE THE ECONOMIC, LEGISLATIVE, AND PUBLIC STANDING OF ITS PARTICIPATING PROPERTY AND CASUALTY INSURERS; TO PROVIDE A FORUM FOR THE DISCUSSION OF PROBLEMS THAT ARE OF COMMON CONCERN TO MEMBER COMPANIES; TO PROMOTE THE INTERESTS OF SUCH COMPANIES IN EVERY LEGITIMATE MANNER, CONSISTENT WITH THE PUBLIC WELFARE; TO KEEP MEMBER COMPANIES INFORMED OF REGULATORY AND LEGISLATIVE DEVELOPMENTS; TO SERVICE THE PUBLIC INTEREST THROUGH APPROPRIATE ACTIVITIES, INCLUDING THE PROMOTION OF SAFETY AND SECURITY OF PERSONS AND PROPERTY; TO FURNISH OTHER RELATED AND SIMILAR SERVICES; TO ENHANCE THE PUBLIC KNOWLEDGE AND PERCEPTION OF THE PROPERTY-CASUALTY INSURANCE INDUSTRY; AND TO ENGAGE IN ANY OTHER LAWFUL ACT OR ACTIVITY FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE IN FURTHERANCE OF THE FOREGOING PURPOSES. 0 0 REPRESENTATION OF MEMBER PROPERTY & CASUALTY INSURANCE COMPANIES ON LEGISLATIVE AND ECONOMIC ISSUES AS WELL AS ENHANCEMENT OF PUBLIC KNOWLEDGE AND PERCEPTION OF THE PROPERTY-CASUALTY INDUSTRY. AIA REPRESENTS MORE THAN 400 PROPERTY-CASUALTY INSURANCE COMPANIES. AIA ALSO PRODUCES SEVERAL PUBLICATIONS AND ISSUES HUNDREDS OF BULLETINS, COMMITTEE MAILINGS, AND INFORMATION UPDATES. 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 1 0 0 0 0 1 0 0 0 0 0 1 116 0 1 45 1 1 1 0 0 0 0 0 0 0 X 19 19 0 0 0 0 1 1 0 1 1 0 0 0 1 0 0 1 1 1 1 0 X PHILIP L CARSON VP & TREASURER 2028287100 555 12TH STREET NW SUITE 550 WASHINGTON DC 20004 CHRISTOPHER SWIFT IMMEDIATE PAST CHAIRMAN 1.00 X X 0 0 0 ANTHONY KUCZINSKI CHAIRMAN 1.00 X X 0 0 0 GREGORY MURPHY VICE CHAIRMAN 1.00 X X 0 0 0 ALAN SCHNITZER VICE CHAIMAN 1.00 X X 0 0 0 LISA CORLESS DIRECTOR 1.00 X 0 0 0 GREGORY S HENDRIK DIRECTOR 1.00 X 0 0 0 CONSTANTINE IORDANOU DIRECTOR 1.00 X 0 0 0 JIM POWER DIRECTOR 1.00 X 0 0 0 MICHAEL GRAY DIRECTOR 1.00 X 0 0 0 T MICHAEL MILLER DIRECTOR 1.00 X 0 0 0 JOE BENEDUCCI DIRECTOR 1.00 X 0 0 0 ERIC SMITH DIRECTOR 1.00 X 0 0 0 W ROBERT BERKLEY JR DIRECTOR 1.00 X 0 0 0 WILLIAM SCALDAFERRI DIRECTOR 1.00 X 0 0 0 TOM LEONARDI DIRECTOR 1.00 X 0 0 0 DAVID COHEN DIRECTOR 1.00 X 0 0 0 KATHLEEN SAVIO VICE CHAIMAN 1.00 X X 0 0 0 VITO PERAINO DIRECTOR 1.00 X 0 0 0 DINO ROBUSTO DIRECTOR 1.00 X 0 0 0 JOHN DEGNAN PRESIDENT AND CEO 37.50 X 1287720 0 0 FRED C BOSSE VICE PRESIDENT 37.50 X 276312 0 26882 ALISON COOPER VICE PRESIDENT 37.50 X 214178 0 3829 JOSEPH A DIGIOVANNI SENIOR VICE PRESIDENT 37.50 X 581396 0 20060 RONALD V JACKSON VICE PRESIDENT 37.50 X 234448 0 30667 WES MCCLELLAN VICE PRESIDENT 37.50 X 328526 0 34064 DAVID PEARCE VICE PRESIDENT 37.50 X 409618 0 48645 KATHERINE C PETTIBONE VICE PRESIDENT 37.50 X 284904 0 12255 THOMAS J SANTOS VICE PRESIDENT 37.50 X 278510 0 51435 STEPHEN C SCHNEIDER VICE PRESIDENT 37.50 X 237619 0 30262 PAMELA M YOUNG VICE PRESIDENT 37.50 X 203332 0 44766 JOSEPH S ZIELEZIENSKI SENIOR VP & GENERAL COUNSE 37.50 X 768986 0 18955 JEREMY R MERZ VICE PRESIDENT 37.50 X 259102 0 15183 MICHAEL W O'MALLEY SENIOR VICE PRESIDENT 37.50 X 435933 0 33065 MARGUERITE SEIDEL VICE PRESIDENT 37.50 X 267807 0 26703 STEPHEN M SIMCHAK VICE PRESIDENT 37.50 X 253751 0 17921 PHILLIP L CARSON VICE PRESIDENT AND TREASURER 37.50 X 281225 0 28071 KENNETH STOLLER ASSISTANT GC 37.50 X 146103 0 22784 STEVEN A BENNETT ASSOCIATE GENERAL COUNSEL 37.50 X 213614 0 42618 JAMES J WHITTLE ASSISTANT GC & CHIEF CLAIM 37.50 X 195507 0 51600 LISA BROWN ASSISTANT GC 37.50 X 147278 0 26089 NORMA O'CONNOR DIRECTOR, FINANCE & ADMIN 37.50 X 187617 0 16962 7493486 0 602816 25 0 1 0 PILLSBURY WINTHROP 1200 17TH STREET NW WASHINGTON DC 20036 LEGAL 242846 PECK MADIGAN JONES 1300 CONNECTICUT AVENUE NW 600 WASHINGTON DC 20036 CONSULTING 150136 ERNST & YOUNG LLP 1001 PENNSYLVANIA AVENUE NW WASHINGTON DC 20005 LOBBYING 150000 ROBINSON & COLE 280 TRUMBULL STREET HARTFORD CT 06103 LEGAL 113837 FIERCE GOVERNMENT RELATIONS 1155 F STREET NW STE 950 WASHINGTON DC 20004 CONSULTING 101200 5 MEMBER ASSESSMENTS 900099 19196321 19196321 PUBLICATION SALES 900099 16215 195 16020 1685 1685 19214221 26176 26176 7021154 7034778 -13624 -13624 -13624 19226773 19198201 16020 12552 503145 7150306 1194633 12417846 592974 420075 371436 38000 779019 11752 770939 74727 400033 1882303 315346 96189 586350 215416 STATE REPRESENTATIVES 2024681 SUBSCRIPTION BOOKS & DU 354251 UBIT TAXES 78912 30278333 3060717 0 0 0 313109 0 0 0 0 0 356914 0 0 2335628 0 7030944 0 0 0 0 433062 0 13530374 0 2613012 20935 8820285 0 11454232 0 X 2054549 0 21593 0 2076142 0 13530374 0 X -11051560 -62840 9038258 X 0 1 X 1 0 400825 400825 400825 1 0 0 1 19196321 4564642 -42757 4521885 4607117 -85232 PART I-A, LINE 1: AIA MADE CONTRIBUTIONS TO SECTION 527 ORGANIZATIONS FOR POLITICAL ACTIVITIES. 0 X 19150507 -62840 -62840 19213347 11752 1674 13426 19226773 30264907 0 30264907 11752 1674 13426 30278333 PART X, LINE 2: THE ASSOCIATION ACCOUNTS FOR INCOME TAXES IN ACCORDANCE WITH THE ACCOUNTING STANDARDS CODIFICATION (ASC) TOPIC INCOME TAXES. THESE PROVISIONS PROVIDE CONSISTENT GUIDANCE FOR THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS AND PRESCRIBE A THRESHOLD OF "MORE LIKELY THAN NOT" FOR RECOGNITION AND DERECOGNITION OF TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE ASSOCIATION PERFORMED AN EVALUATION OF UNCERTAIN TAX POSITIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017, AND DETERMINED THAT THERE WERE NO MATTERS THAT WOULD REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS OR THAT MAY HAVE AN EFFECT ON ITS TAX-EXEMPT STATUS. AS OF DECEMBER 31, 2018, THE STATUE OF LIMITATIONS FOR TAX YEARS 2015 THROUGH 2017 REMAINS OPEN WITH THE U.S. FEDERAL JURISDICTION AND THE VARIOUS STATES AND LOCAL JURISDICTIONS IN WHICH THE INSTITUTE FILES RETURNS. PART XI, LINE 4B - OTHER ADJUSTMENTS: PUBLICATIONS SALES EXPENSES NETTED AGAINST REVENUE IN FINANCIALS 1,674. PART XII, LINE 4B - OTHER ADJUSTMENTS: PUBLICATION SALES EXPENSES NETTED AGAINST REVENUE IN FINANCIALS 1,674. 1 INDEPENDENT INSURANCE AGENTS AND BROKERS 127 S PEYTON ST ALEXANDRIA VA 22314 135665571 501(C)(6) 10000 GENERAL SUPPORT TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA 3451 WALNUT STREET PHILADELPHIA PA 19104 231352685 501(C)(3) 37500 GENERAL SUPPORT THE CONGRESSIONAL INSTITUTE 1700 DIAGONAL ROAD 730 ALEXANDRIA VA 22314 521504189 501(C)(4) 27500 GENERAL SUPPORT RIPON SOCIETY INC 1155 15TH STREET NW WASHINGTON DC 20005 042370356 501(C)(4) 20000 GENERAL SUPPORT REPUBLIC GOVERNORS ASSOCIATION 1747 PENNSYLVANIA AVENUE NW WASHINGTON DC 20006 113655877 527 100000 CONTRIBUTION DEMOCRATIC GOVERNORS ASSOCIATION 1225 EYE STREET NW WASHINGTON DC 20005 521304889 527 50000 CONTRIBUTION AIA CALIFORNIA PAC 980 NINTH STREET SACRAMENTO CA 95814 680305502 527 50900 CONTRIBUTION HOOPS FOR YOUTH FOUNDATION 3930 WALNUT STREET FAIRFAX VA 22030 200708973 501(C)(3) 7500 GENERAL SUPPORT INSURANCE COUNCIL OF NEW JERSEY 15 W FRONT STREET TRENTON NJ 08608 222233048 501(C)(6) 25000 GENERAL SUPPORT RAND CORPORATION 1776 MAIN STREET PO BOX 2138 SANTA MONICA CA 90401 951958142 501(C)(3) 40000 GENERAL SUPPORT 3 7 PART I, LINE 2: ALTHOUGH THE ASSOCIATION OCCASIONALLY PROVIDES FINANCIAL SUPPORT IN THE FORM OF CONTRIBUTIONS TO OTHER ORGANIZATIONS, WE ARE NOT A GRANT-MAKING ORGANIZATION. X 1 1 X X X X X 0 0 0 JOHN DEGNAN PRESIDENT AND CEO 1023077 0 250000 0 14643 0 0 0 0 0 1287720 0 0 0 FRED C BOSSE VICE PRESIDENT 253770 0 20000 0 2542 0 13816 0 13066 0 303194 0 0 0 ALISON COOPER VICE PRESIDENT 189062 0 25000 0 116 0 3000 0 829 0 218007 0 0 0 JOSEPH A DIGIOVANNI SENIOR VICE PRESIDENT 486648 0 90000 0 4748 0 16500 0 3560 0 601456 0 0 0 RONALD V JACKSON VICE PRESIDENT 214206 0 20000 0 242 0 10500 0 20167 0 265115 0 0 0 WES MCCLELLAN VICE PRESIDENT 301217 0 26750 0 559 0 15000 0 19064 0 362590 0 0 0 DAVID PEARCE VICE PRESIDENT 370729 0 37200 0 1689 0 15000 0 33645 0 458263 0 0 0 KATHERINE C PETTIBONE VICE PRESIDENT 257103 0 27500 0 301 0 4100 0 8155 0 297159 0 0 0 THOMAS J SANTOS VICE PRESIDENT 251741 0 26144 0 625 0 14660 0 36775 0 329945 0 0 0 STEPHEN C SCHNEIDER VICE PRESIDENT 216548 0 20000 0 1071 0 11858 0 18404 0 267881 0 0 0 PAMELA M YOUNG VICE PRESIDENT 184492 0 17566 0 1274 0 11008 0 33758 0 248098 0 0 0 JOSEPH S ZIELEZIENSKI SENIOR VP & GENERAL COUNSE 634231 0 130000 0 4755 0 18061 0 894 0 787941 0 0 0 JEREMY R MERZ VICE PRESIDENT 231445 0 27500 0 157 0 10246 0 4937 0 274285 0 0 0 MICHAEL W O'MALLEY SENIOR VICE PRESIDENT 359683 0 75000 0 1250 0 5500 0 27565 0 468998 0 0 0 MARGUERITE SEIDEL VICE PRESIDENT 241357 0 25800 0 650 0 12900 0 13803 0 294510 0 0 0 STEPHEN M SIMCHAK VICE PRESIDENT 229596 0 24000 0 155 0 12000 0 5921 0 271672 0 0 0 PHILLIP L CARSON VICE PRESIDENT AND TREASURER 224445 0 55200 0 1580 0 13555 0 14516 0 309296 0 0 0 KENNETH STOLLER ASSISTANT GC 137750 0 8100 0 253 0 8499 0 14285 0 168887 0 0 0 STEVEN A BENNETT ASSOCIATE GENERAL COUNSEL 195420 0 17500 0 694 0 11707 0 30911 0 256232 0 0 0 JAMES J WHITTLE ASSISTANT GC & CHIEF CLAIM 175695 0 19200 0 612 0 10729 0 40871 0 247107 0 0 0 LISA BROWN ASSISTANT GC 141840 0 5200 0 238 0 8625 0 17464 0 173367 0 0 0 NORMA O'CONNOR DIRECTOR, FINANCE & ADMIN 154364 0 33000 0 253 0 9132 0 7830 0 204579 0 0 0 PART I, LINE 1A FIRST CLASS TRAVEL IS AVAILABLE ONLY ON TRIPS OVER A CERTAIN DURATION AND/OR DISTANCE. IT IS SELDOM USED. ALLAN STEIN FORMER OFFICER 73695 CONSULTING FEES 0 EFFECTIVE JANUARY 1, 2019, THE AMERICAN INSURANCE ASSOCIATION MERGED WITH AND INTO THE PROPERTY CASUALTY INSURERS ASSOCIATION OF AMERICA, ALSO AN ORGANIZATION EXEMPT FROM TAX UNDER IRS SECTION 501(C)(6). A PLAN/AGREEMENT OF MERGER WAS APPROVED, ADOPTED, CERTIFIED, EXECUTED AND ACKNOWLEDGED BY EACH OF THE CONSTITUENT CORPORATIONS, AND THE SURVIVING CORPORATION WAS PROPERTY CASUALTY INSURERS ASSOCIATION OF AMERICA. AFTER THE MERGER THE SURVIVING MERGED ENTITY CHANGED ITS NAME TO AMERICAN PROPERTY CASUALTY INSURANCE ASSOCIATION. AS THIS WAS A MERGER, MOST OFFICERS, DIRECTORS, AND EMPLOYEES CONTINUED EMPLOYMENT WITH THE SURVIVING MERGED ENTITY AFTER DECEMBER 31, 2018. ALL ASSETS, LIABILITIES AND NET ASSETS WERE TRANSFERRED TO THE SURVIVING MERGED ENTITY. 2018-12-31 -1748401 THE SURVIVING MERGED ENTITY ACQUIRED ALL OF THE ASSETS, LIABILITIES AND NET ASSETS OF AMERICAN INSURANCE ASSOCIATION IN CONNECTION WITH THE MERGER. TOTAL ASSETS TRANSFERRED WERE $5,677,156 AND TOTAL LIABILITIES TRANSFERRED WERE $7,425,557, MEANING THE SURVIVING MERGED ENTITY ALSO ASSUMED A NET DEFICIT POSITION OF $(1,748,401). ALL AMOUNTS ARE BASED ON BOOK VALUES AS REPORTED IN THE FINAL AUDITED FINANCIAL STATEMENTS OF AMERICAN INSURANCE ASSOCIATION FOR THE YEAR ENDED DECEMBER 31, 2018. 200487810 PROPERTY CASUALTY INSURERS ASSOCIATION OF AMERICA 8700 WEST BRYN MAWR 1200S CHICAGO IL 606313512 501(C)(6) 1 1 0 0 1 1 1 1 0 PART I, LINE 2E: PERSON(S) INVOLVED: AS THIS TRANSACTION WAS EFFECTED AS A MERGER OF TWO ORGANIZATIONS EXEMPT FROM TAX UNDER SECTION 501(C)(6), MOST OFFICERS, DIRECTORS AND EMPLOYEES OF AMERICAN INSURANCE ASSOCIATION CONTINUED IN SOME ROLE WITH THE SURVIVING MERGED ENTITY. FORM 990, PART VI, SECTION A, LINE 6 ELIGIBILITY: ANY INSURANCE COMPANY OR GROUP OF INSURANCE COMPANIES LICENSED TO DO BUSINESS IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES AND TRANSACTING THEREIN ANY OF THE LINES OF INSURANCE SERVED BY THIS CORPORATION AND ENUMERATED IN ARTICLE IX IS ELIGIBLE FOR MEMBERSHIP. A MEMBER OF THE CORPORATION (HEREINAFTER REFERRED TO AS MEMBER) SHALL MEAN ANY INSURANCE COMPANY ELECTED TO MEMBERSHIP AS HEREINAFTER PROVIDED; EXCEPT THAT IF SUCH INSURANCE COMPANY IS PART OF A GROUP OF AFFILIATED COMPANIES UNDER COMMON OWNERSHIP, MANAGEMENT OR CONTROL, ALL SUCH INSURANCE COMPANIES CONSTITUTING A GROUP WHICH ARE ELECTED TO MEMBERSHIP SHALL CONSTITUTE A SINGLE MEMBER. ELECTION OF MEMBERS. ANY COMPANY ELIGIBLE FOR MEMBERSHIP UNDER THESE BY-LAWS MAY BE ELECTED TO MEMBERSHIP UPON THE AFFIRMATIVE VOTE OF A MAJORITY OF THE MEMBERS OR DIRECTORS PRESENT AND ENTITLED TO VOTE AT ANY MEETING OF THE MEMBERS OR THE BOARD OF DIRECTORS, RESPECTIVELY. VOTING RIGHTS. EACH MEMBER SHALL AT ANY MEETING OF THE MEMBERS BE ENTITLED TO ONOE VOTE. FORM 990, PART VI, SECTION A, LINE 7A AT EACH ANNUAL MEETING OF THE MEMBERS THERE SHALL BE ELECTED A CHAIR, A CHAIR-ELECT AND NOT MORE THAN TWO VICE CHAIRS AS SET FORTH IN ARTICLE V, SECTION 2. EACH OF SAID OFFICERS SHALL BE ELECTED AND QUALIFIED FOR A TERM OF ONE YEAR AND SHALL SERVE UNTIL A SUCCESSOR IS CHOSEN, OR UNTIL HIS OR HER EARLIER DEATH, RESIGNATION OR REMOVAL. NO MORE THAN ONE PERSON WHO IS EMPLOYED BY A GIVEN MEMBER SHALL BE ELIGIBLE FOR SUCH OFFICES AT THE SAME TIME. THE PRESIDENT, VICE PRESIDENTS, CORPORATE SECRETARY AND TREASURER SHALL BE ELECTED ANNUALLY BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B COPIES OF THE FORM 990 ARE MADE AVAILABLE TO THE GOVERNING BOARD AFTER IT HAS BEEN FILED. FORM 990, PART VI, SECTION B, LINE 15 CEO COMPENSATION BEGINS WITH SEARCHES CONDUCTED BY OUTSIDE FIRMS, WITH SALARIES COMPARED TO NOT-FOR-PROFIT SURVEYS, AND APPROVAL BY AIA'S EXECUTIVE COMMITTEE. OFFICERS OR KEY EMPLOYEES COMPENSATION BEGINS WITH SALARIES COMPARED ON A REGULAR BASIS TO NOT-FOR-PROFIT SURVEYS AND ANNUAL BONUSES ARE APPROVED BY AIA'S EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT GENERALLY MAKE AVAILABLE TO THE PUBLIC ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS. FORM 990, PART XI, LINE 9: DEFINED BENEFIT CHARGES OTHER THAN NET PERIODIC BENEFIT EXPENSE 7,289,857. NET DEFICIT TRANSFERRED IN MERGER 1,748,401.