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Designated Representatives of the Board Members
Phyllis C. Borzi, Assistant Secretary of Labor, Employee Benefits Security
(Designated Representative of Secretary of Labor Hilda L. Solis)
Mary J. Miller, Assistant Secretary of the Treasury for Financial Markets
(Designated Representative of Secretary of the Treasury Timothy F. Geithner)

Joshua Gotbaum, Director
Ann Orr, Chief of Staff
Laricke Blanchard, Deputy Director for Policy
Judith R. Starr, General Counsel and Secretary to the Board
Patricia Ke'ny, Chief Financial Officer
Theodore Winter,"Director, Financial Operations Department
Walter Luiza, Deputy Director, Financial Operations Department·
Abinet Belachew, Controller, Financial Operations Department
Anthony Castoro, Staff Accountant, Financial Operations Departm·ent
Alice Maroni, Chief Management Officer
Michael Rae, Acting Chief Insurance Programs Officer
Karen Morris, Deputy Chief Counsel
Wilmer Graham, Manager, Strategic Planning and Evaluation Division
Joan Weiss, Chief Actuary, Benefits Administration and Payment Department
Scott Young, Actuary, Benefits Administration and Payment Department
Dan Halberstein, Staff Writer, Communications and Public Affairs Department

PBGC's Office of Inspector General
Rebecca Anne Batts, Inspector General
Deborah Stover-Springer, Deputy Inspector General and Counsel to the Inspector
Joseph Marchowsky, Assistant Inspector General for Audit
Mary Davis-Williams, Audit Manager

Other Board Agency Staff
Nicole Swift, Employee Benefits Law Specialist, Office of Policy and Research,
Employee Benefits Security Administration, Department of Labor
Hilary Duke, Division Chief, Office of Policy and Research, Employee Benefits
Security Administration, Department of Labor
Mark Doms, Chief Economist, Department of Commerce
Rick Lattimer, Policy Analyst, Economics and Statistics Administration,
Department of Commerce
Sandra Lee, Senior Advisor to the Under Secretary for Domestic Finance,
Department of the Treasury
Philip Quinn, Senior Policy Analyst, Office of Financial Institutions
Policy, Department of the Treasury
Matthew Carey, Policy Advisor, Office of Financial Markets, Department of the
Timothy Karpoff, Director, Office of Financial Institutions Policy, Department of
the Treasury

CliftonLarsonAllen (outside audit firm)
Patrick Byer, Partner
George Fallon, Partner
Marlon Perry, Senior Manager
Wilson Kayo, Manager

The Board, through its representatives duly designated pursuant to section 4002.3(b)(l) of the Corporation's Bylaws, met by conference call on November 13, 2012. The Acting Chair, Assistant Secretary of Labor Phyllis C. Borzi, called the meeting to order at 3 :30 p.m.

The Acting Chair explained that the purpose of the meeting was to review and approve transmittal of the Corporation's fiscal year 2012 financial statements, annual performance report, and other documentation in conformance with 0MB Circular A-11, to the President, the Congress, and the Director of the Office of Management and Budget. Additionally, the report is supplemented by the Chair's message and the Director's message. She stated that the Board would approve the PBGC fiscal year 2012 Annual Report required by section 4008 of ERISA once the actuarial analysis required by that section is completed. She noted that, on approval, the report comprising these documents will not be immediately released but will be subject to technical corrections agreed to among the Board Representatives. The minutes of this meeting will be circulated to the Board Members with their approval thereof ~onstituting ratification of the acts of the
Board Representatives.

Director Josh Gotbaum acknowledged the extensive work that went into preparing the statements, noting that it is reassuring and important that this is PBGC's 20th year of issuing financial statements with an unqualified opinion. He further noted that the
actuarial analysis that completes the Annual Repoft: will be published at a later date.

Inspector General Batts extended her appreciation for all the cooperation and assistance her office has received. She then introduced CliftonLarsonAllen partner Patrick Byer.

Mr. Byer presented the highlights of the independent auditor's report. The auditors are anticipatμig the· issuance of an unqualified opinion on the financial statements. They also anticipate issuing an adverse opinion on internal controls, which is not new but has been reported for the past three years. Mr. Byer described the material weaknesses resulting in the adverse opinion as entity-wide security program, access control/configuration management, and benefit administration. Lack of integration of financial systems is being reported as a significant deficiency. He also described progress PBGC has made since last year in addressing issues associated with the material

The Acting Chair thanked PBGC management, the Office of Inspector General and CliftonLarsonAllen for all their hard work. She then requested a motion to approve, absent any material changes, transmittal of the Corporation's fiscal year 2012 financial statements, annual performance report, independent auditors report, and other documentation in conformance with 0MB Circular A-11, supplemented by the Chair's message and the Director's message, to the President, the Congress, and the Office of Management and Budget by November 15. The motion was made, and upon being seconded, passed.

The meeting adjourned at 4:00 p.m.

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