-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BPwESAXgsNhyYT1C9qmZhP22Kc49WJBpR0GcL0Z2vsq0VisZS6HDoQdmRILHZdG2 H8w7soLfsc/qKYXkr3cZ5A== 0000950130-94-001717.txt : 19941215 0000950130-94-001717.hdr.sgml : 19941215 ACCESSION NUMBER: 0000950130-94-001717 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19941213 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: 8062 IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 94564565 BUSINESS ADDRESS: STREET 1: 201 WEST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40202- BUSINESS PHONE: (502)-572-2000 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HOSPITAL CORP DATE OF NAME CHANGE: 19930328 10-K/A 1 AMENDMENT NO.2 TO FORM 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 10-K/A-2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1993 Commission File Number 1-11239 ------------- COLUMBIA/HCA HEALTHCARE CORPORATION (formerly COLUMBIA HEALTHCARE CORPORATION) (Exact Name of Registrant as Specified in its Charter) ------------- Delaware 75-2497104 (State of Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 201 West Main Street Louisville, Kentucky 40202 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (502) 572-2000 Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- --------------------- Common Stock, $.01 Par Value New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None 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 [X] No [_] 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 Registrant's 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. [_] As of February 28, 1994, there were outstanding 318,289,550 shares of the Registrant's Common Stock and 18,989,999 shares of the Registrant's Nonvoting Common Stock. As of February 28, 1994 the aggregate market value of the Common Stock held by non-affiliates was $12,304,680,760. For purposes of the foregoing calculation only, the Registrant's directors, executive officers, and The Hospital Corporation of America Stock Bonus Plan have been deemed to be affiliates. DOCUMENTS INCORPORATED BY REFERENCE None ================================================================================ INTRODUCTION This report on Form 10-K/A-2 is being filed with the Securities and Exchange Commission to delete Item 7 of the Annual Report on Form 10-K of Columbia/HCA Healthcare Corporation (the "Company") for the fiscal year ended December 31, 1993 in its entirety and to insert in lieu thereof the following: COLUMBIA/HCA HEALTHCARE CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Selected Financial Data in Item 6 set forth certain information with respect to the financial position, results of operations and cash flows of Columbia/HCA which should be read in conjunction with the following discussion and analysis. BACKGROUND INFORMATION AND BUSINESS STRATEGY HCA Merger As discussed in Notes 1 and 2 of the Notes to Consolidated Financial Statements of Columbia/HCA, on October 2, 1993, Columbia entered into a definitive agreement to merge with HCA. This transaction was completed on February 10, 1994 and accounted for as a pooling of interests. Accordingly, the accompanying consolidated financial statements and financial and operating data included in this discussion and analysis give retroactive effect to the combined operations of Columbia and HCA for all periods presented. Galen Merger The Galen Merger was completed on September 1, 1993 and was also accounted for as a pooling of interests. Accordingly, the accompanying financial statements and financial and operating data included in this discussion and analysis give retroactive effect to the Galen Merger and include the combined operations of CHC and Galen for all periods presented. In addition, the historical financial information related to Galen (which prior to the Galen Merger was reported on a fiscal year ending August 31) has been recast to conform to Columbia/HCA's annual reporting period ending December 31. Spinoff Transaction Prior to the merger with CHC, Galen became a publicly held corporation as a result of the Spinoff which was completed on March 1, 1993. The Spinoff separated Humana's previously integrated hospital and managed care health plan businesses and was effected through the distribution of Galen common stock to then current Humana common stockholders on a one-for-one basis. For accounting purposes, because of the relative significance of the hospital business, the pre-Spinoff financial statements of Galen (and now those of Columbia/HCA) include the separate results of Humana's hospital business, while the operating results and net assets of Humana's managed care health plans have been classified as discontinued operations. Business Strategy Columbia/HCA primarily operates hospitals and ancillary health care facilities through either (i) wholly owned subsidiaries or (ii) ownership of controlling interests in various partnerships in which subsidiaries of Columbia/HCA serve as the managing general partner. Columbia/HCA's business strategy centers on the development of comprehensive, integrated health care delivery networks with physicians and other health care providers in targeted markets, which typically involves significant health care facility acquisition and consolidation activities. During the past several years, hospital inpatient admission trends have been adversely impacted by cost containment efforts initiated by federal and state governments and various third-party payers, including HMOs, PPOs, commercial insurance companies and employer-sponsored networks. In addition, a significant number of medical procedures have shifted from inpatient to less expensive outpatient settings as a result of both cost containment pressures and advances in medical technology. In response to changes in the health care industry, Columbia/HCA has developed the following operating strategy to provide the highest quality health care services at the lowest possible cost: Become a significant provider of services -- Columbia/HCA attempts to (i) consolidate services to reduce costs and (ii) develop the geographic coverage necessary for inclusion in most managed care and employer-sponsored networks in each market. Provide a comprehensive range of services -- In addition to the operation of general, acute care hospitals, Columbia/HCA also operates psychiatric and rehabilitation facilities, outpatient surgery and diagnostic centers, home health agencies and other services. This strategy enables Columbia/HCA to attract business from managed care plans and major employers seeking efficient access to a wide array of health care services. Deliver high quality services -- Through the use of clinical information systems, Columbia focuses on patient outcomes and strives to continuously improve the quality of care and service provided to patients. Integrate fragmented delivery systems -- Through its networks, Columbia/HCA focuses on coordinating pricing, contracting, information systems and quality assurance activities among providers in each market. Management intends to implement its strategy discussed above in a substantial number of former Galen and HCA markets as well as new markets, and further develop the integrated health care networks in its five pre-Galen Merger markets. RESULTS OF OPERATIONS At the time of the HCA Merger, Columbia/HCA operated 195 hospitals (43,075 licensed beds) and certain ancillary health care facilities in forty major markets located in twenty-six states and two foreign countries. Operating data related to the pre-HCA Merger entities follows (dollars in millions):
Columbia HCA Combined -------- ------- --------- Revenues: 1993 ....................................... $ 5,130 $ 5,122 $ 10,252 1992 ....................................... 4,806 5,126 9,932 1991 ....................................... 4,612 4,986 9,598 EBDITA (a): 1993 ....................................... $ 907 $ 1,097 $ 2,004 1992 ....................................... 870 1,054 1,924 1991 ....................................... 928 1,044 1,972 Income from continuing operations before income taxes (b): 1993 ....................................... $ 471 $ 649 $ 1,120 1992 ....................................... 467 505 972 1991 ....................................... 560 282 842 Income from continuing operations (b): 1993 ....................................... $ 291 $ 382 $ 673 1992 ....................................... 297 300 597 1991 ....................................... 358 156 514 Admissions (in thousands): 1993 ....................................... 596.3 562.1 1,158.4 1992 ....................................... 586.5 574.6 1,161.1 1991 ....................................... 587.8 601.9 1,189.7 Emergency room visits (in thousands): 1993 ....................................... 1,563.2 1,576.5 3,139.7 1992 ....................................... 1,537.4 1,505.5 3,042.9 1991 ....................................... 1,519.7 1,508.9 3,028.6 - - --------------
(a) Income from continuing operations before non-recurring transactions, depreciation, interest, minority interests, income taxes and amortization. Although EBDITA is not a measure of operating performance calculated in accordance with generally accepted accounting principles, it is commonly used as an analytical indicator within the health care provider industry. In addition, EBDITA also serves as a measurement of leverage capacity and debt service ability. EBDITA should not be considered as a measure of profitability or liquidity or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial performance. (b) Excludes the effect of non-recurring transactions. See Note 5 of the Notes to Consolidated Financial Statements for a description of these transactions. The following table summarizes the operating results of the combined entity and excludes the effect of non-recurring transactions.
1993 1992 1991 -------------- -------------- ------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Revenues .................. $10,252 100.0% $9,932 100.0% $9,598 100.0% ------- ----- ------ ----- ------ ----- Salaries, wages and benefits 4,215 41.1 4,112 41.4 3,976 41.4 Supplies ................... 1,664 16.2 1,613 16.2 1,467 15.3 Other operating expenses ... 1,893 18.5 1,849 18.6 1,739 18.1 Provision for doubtful accounts ................. 542 5.3 515 5.2 508 5.3 Investment income .......... (66) (0.6) (81) (0.8) (64) (0.7) ------- ----- ------ ----- ------ ----- 8,248 80.5 8,008 80.6 7,626 79.4 ------- ----- ------ ----- ------ ----- EBDITA ..................... 2,004 19.5 1,924 19.4 1,972 20.6 Depreciation and amortization 554 5.4 541 5.5 524 5.5 Interest expense ............ 321 3.1 401 4.0 597 6.2 Minority interests in earnings of consolidated entities .................. 9 0.1 10 0.1 9 0.1 ------ ----- ------ ----- ------ ----- Income from continuing operations before income taxes ...................... 1,120 10.9 972 9.8 842 8.8 Provision for income taxes ... 447 4.3 375 3.8 328 3.4 ------ ----- ------ ----- ------ ----- Income from continuing operations ................. $ 673 6.6% $ 597 6.0% $ 514 5.4% ====== ===== ====== ===== ====== =====
Revenues increased 3% to $10.3 billion in 1993 and 3% to $9.9 billion in 1992. Increases in both periods resulted primarily from price increases, acquisitions and growth in outpatient services. 2 During 1992 and 1993, Columbia/HCA completed numerous acquisitions and divestitures of hospitals, most of which are discussed in Notes 5 and 6 of the Notes to Consolidated Financial Statements. The following table summarizes percentage changes in same-hospital volumes for each respective period of 1993 compared to the same period of 1992, and changes in same-hospital volumes in for period of 1992 compared to the same period of 1991.
1993 vs 1992 1992 vs 1991 -------------------------- ------------------------- Columbia Columbia ---------- ---------- CHC Galen HCA Combined CHC Galen HCA Combined --- ----- --- -------- --- ----- --- -------- Admissions: Quarter: First ................ 6.7 (2.1) (1.5) (1.5) 8.4 - 3.5 2.1 Second ............... 8.9 (1.3) (2.5) (1.6) 2.4 (4.8) 1.2 (1.5) Third ................ 5.9 (1.0) (3.0) (1.8) 4.6 (4.1) (0.4) (1.9) Fourth ............... 5.9 1.3 (0.4) 0.6 4.6 (3.6) (2.2) (2.6) Year ................ 6.8 (0.8) (1.8) (1.1) 5.0 (3.1) 0.6 (1.0) Emergency Room Visits: Quarter: First ................ 19.2 4.4 9.0 7.3 6.3 2.2 0.9 1.7 Second ............... 11.7 (0.1) 4.2 2.6 8.0 (1.8) - (0.5) Third ................ 5.8 (2.2) 1.9 0.3 16.5 0.2 7.0 4.0 Fourth ............... 6.9 2.4 5.7 4.3 8.9 (2.2) (0.5) (1.0) Year ................ 10.6 1.1 5.1 3.6 9.1 (0.4) 1.8 1.0
In addition to the above, same-hospital outpatient volumes for CHC facilities increased 9.5% in 1993 and 39% in 1992, while such volumes for Galen facilities declined 3.6% and 1.5% respectively. Same-hospital outpatient volumes for HCA (denominated differently than those of CHC and Galen) increased 9.6% in 1993 and 14.6% in 1992 compared to the respective prior year. Since it began operations in 1988, CHC had experienced significant growth in patient volumes, revenues and net income, primarily as a result of successful implementation of its strategy. The historical operating results of Galen's hospitals (which include the hospital operations of Humana prior to the Spinoff) had been adversely impacted as a result of such hospitals' pre-Spinoff relationship with Humana's managed care health plan business in certain markets. Management believes that this relationship caused some physicians to discontinue referrals of their patients to the company's hospitals, and had precluded these hospitals from contracting with unaffiliated insurers. In addition, Galen's volume of patients covered by traditional insurance (who pay amounts which more closely approximate established charges) declined significantly in 1992 due in part to increased price consciousness of patients and physicians with respect to Galen's pricing policies. Same-hospital volume trends at former Galen facilities have improved in 1993 primarily as a result of increased volumes from discounted managed care health plans other than Humana. During 1993 HCA facilities experienced declines in inpatient admissions and increases in outpatient volumes primarily as a result of the previously discussed cost containment efforts and outpatient utilization trends. In addition, volumes in HCA's psychiatric facilities had been adversely impacted in both 1992 and 1993 as a result of negative publicity in the psychiatric hospital industry. During the past three years, Columbia/HCA has experienced an increase in discounted business. Medicare admissions as a percentage of total admissions increased from 37% in 1992 to 39% in 1993, while discounted and managed care admissions grew from 32% to 35%, respectively. 3 Despite declines in same-hospital admissions and increases in discounted business, pre-tax income from continuing operations (excluding the effect of non-recurring transactions) increased 15% to $1.1 billion in 1993 from $972 million in 1992 and pre-tax margins increased to 10.9% in 1993 from 9.8% in 1992. The improvement was attributable primarily to reductions in interest expense resulting from refinancing activities in both 1992 and 1993. In addition, pre-tax margins also increased due to improvements in staffing levels. Salaries, wages and benefits increased approximately 2% in 1993 and declined as a percentage of revenues to 41.1% in 1993 from 41.4% in 1992. Pre-tax income from continuing operations (excluding the effect of non- recurring transactions) increased 15% to $972 million in 1992 from $842 million in 1991 primarily due to a decline of $196 million in interest expense. Excluding interest expense, operating results in 1992 deteriorated due to a decline in same-hospital admissions at former Galen facilities and significant increases in Galen's discounted business. During the third quarter of 1993, Columbia/HCA recorded non-recurring charges of $151 million ($98 million net of tax) of costs related to the Galen Merger. Results of operations in 1992 include (i) $394 million ($330 million net of tax) of losses associated with divestitures of certain hospitals, (ii) $138 million ($86 million net of tax) of costs related primarily to the Spinoff and (iii) a gain of $93 million ($58 million net of tax) on the sale of HealthTrust common stock. Income from continuing operations in 1991 includes (i) a charge of $413 million ($256 million net of tax) in connection with the acceleration of vesting of stock options under the HCA Nonqualified Stock Option Plan and the establishment of exercise prices at levels substantially less than the then fair value of the underlying common stock, (ii) a charge of $159 million ($99 net of tax) primarily in connection with the anticipated loss on the disposition of certain hospitals and other assets, (iii) a gain of $51 million ($32 million net of tax) on the sale of a hospital, and (iv) a gain of $221 million ($162 million net of tax) on the sale of an investment in preferred stock and warrants of HealthTrust. See Note 5 of the Notes to Consolidated Financial Statements for a discussion of non-recurring transactions. Excluding the effects of the non-recurring transactions, income from continuing operations increased 13% to $673 million ($1.99 per share) in 1993 and 16% to $597 million ($1.82 per share) in 1992. During the third quarter of 1993, in an effort to reduce future interest expense and eliminate certain restrictive covenants, Columbia/HCA effected the refinancing of $787 million of its long-term debt (bearing interest at an average rate of 8.5%) primarily through the issuance of commercial paper, and renegotiated HCA's bank credit agreement (subsequently replaced upon consummation of the HCA Merger). After-tax losses from these refinancing activities aggregated $84 million or $.24 per share. DISCONTINUED OPERATIONS Results of operations include income from discontinued operations of $16 million in 1993, a loss of $125 million in 1992 and income of $16 million in 1991. Losses from discontinued operations in 1992 include costs of $135 million (net of tax) incurred by Humana in connection with the Spinoff. LIQUIDITY Cash provided by continuing operations totaled $1.3 billion in each of the last three years. Cash flows in excess of Columbia/HCA's capital expenditure program were used primarily to reduce long-term debt. Working capital totaled $573 million at December 31, 1993 compared to $606 million at December 31, 1992. Management believes that cash flows from operations and amounts available under Columbia/HCA's revolving credit facilities and related commercial paper programs are sufficient to meet expected future liquidity needs. Investments of Columbia/HCA's professional liability insurance subsidiaries to maintain statutory equity and pay claims totaled $778 million and $709 million at December 31, 1993 and 1992, respectively. In September 1993 the Board of Directors initiated the payment of a regular quarterly cash dividend of $.03 per common share. Management anticipates that this dividend policy will continue after consummation of the HCA Merger. CAPITAL RESOURCES Excluding acquisitions, capital expenditures totaled $836 million in 1993 compared to $668 million in 1992 and $645 million in 1991. Planned capital expenditures in 1994 (excluding acquisitions) are expected to approximate $800 million. Management believes that its capital expenditure program is adequate to expand, improve and equip existing health care facilities. 4 In addition, Columbia/HCA expended $79 million, $36 million and $96 million for acquisitions during 1993, 1992 and 1991, respectively. See Note 6 of the Notes to Consolidated Financial Statements for a description of these activities. As part of its business strategy, Columbia/HCA intends to acquire additional health care facilities in the future. Since December 31, 1993, Columbia/HCA has expended $114 million towards the purchase of four hospitals (or a controlling interest therein) containing 1,264 licensed beds. These transactions, which will be accounted for by the purchase method, were financed through the use of internally generated funds and issuance of long-term debt. Columbia/HCA expects to finance all capital expenditures with internally generated and borrowed funds. Available sources of capital include public or private debt, commercial paper, unused bank revolving credits and equity. At December 31, 1993, there were projects under construction which had an estimated additional cost to complete of approximately $299 million. In connection with the Spinoff, common stockholders' equity was reduced by $802 million in 1993 as a result of the following transactions with Humana: (i) distribution of the net assets of the health plan business ($392 million) and the net assets of a hospital facility ($25 million), (ii) payment of cash ($135 million) and (iii) issuance of notes ($250 million). The notes were refinanced in September 1993. Including the pro forma effect of the Spinoff, the ratio of debt to debt plus common stockholders' equity improved from 58% at December 31, 1992 to 52% at December 31, 1993. Upon consummation of the HCA Merger in February 1994, Columbia/HCA entered into revolving credit agreements in the aggregate amount of $3 billion and refinanced certain HCA and other long-term debt. The refinancings were effected primarily through the issuance of commercial paper, $175 million of 6.5% Notes due 1999 and $150 million of 7.15% Notes due 2004. Management anticipates that losses resulting from these refinancing activities will reduce Columbia/HCA's first quarter 1994 net income by approximately $80 million. Columbia's credit facilities contain customary covenants which include (i) limitations on additional debt, (ii) limitations on sales of assets, mergers and changes of ownership and (iii) maintenance of certain interest coverage ratios. Columbia/HCA was in compliance with all such covenants at December 31, 1993. At December 31, 1993, Columbia/HCA was a party to certain interest rate agreements covering $380 million of commercial paper classified as long-term debt. These transactions were consummated in connection with the refinancing of high-coupon debt with an average interest rate approximating 13% and provided a cost-effective source of fixed rate financing averaging 7.9%. At December 31, 1993, the fair value of Columbia/HCA's net payable position under these agreements totaled $34 million. EFFECTS OF INFLATION AND CHANGING PRICES Various federal, state and local laws have been enacted that, in certain cases, limit Columbia/HCA's ability to increase prices. Revenues for hospital services rendered to Medicare patients are established under the federal government's prospective payment system. Medicare revenues approximated 34%, 30% and 29% of revenues in 1993, 1992 and 1991, respectively. Management believes that hospital operating margins have been, and may continue to be, under significant pressure because of deterioration in inpatient volumes and payer mix, and growth in operating expenses in excess of the increase in prospective payments under the Medicare program. Columbia expects that the average rate of increase in Medicare prospective payments will approximate 2% in 1994. In addition, as a result of increasing regulatory and competitive pressures, Columbia/HCA's ability to maintain operating margins through price increases to non-Medicare patients is limited. HEALTH CARE REFORM In recent years, an increasing number of legislative proposals have been introduced or proposed in Congress and some state legislatures that would significantly affect health care systems in Columbia/HCA's markets. Proposals under consideration include cost controls on hospitals, insurance market reforms that increase the availability of group health insurance to small businesses, requirements that all businesses offer health insurance to their employees and creation of a single government health insurance plan that would cover all citizens. 5 President Clinton's health care reform bill, introduced as legislation in November 1993, includes certain measures that could significantly reduce future payments to providers of health care services. OTHER INFORMATION As discussed in Note 7 of the Notes to Consolidated Financial Statements, Columbia/HCA is contesting certain income taxes and related interest aggregating $1.3 billion at December 31, 1993 proposed by the Internal Revenue Service (the "Service") for prior years. Management believes that final resolution of these disputes will not have a material adverse effect on the financial position, results of operations or liquidity of Columbia/HCA. However, if all or a majority of the positions of the Service are upheld, the financial position, results of operations and liquidity of Columbia/HCA would be materially adversely affected. On March 24, 1994, Columbia/HCA made an advance payment to the IRS of approximately $75 million in connection with certain disputed prior year income taxes and related interest. This transaction will not have a material effect on 1994 earnings. Resolution of various other loss contingencies, including litigation pending against Columbia/HCA in the ordinary course of business, is not expected to have a material adverse effect on its financial position or results of operations. During 1992 Columbia/HCA adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which increased last year's first quarter net income by $51 million or $.16 per share. See Note 7 of the Notes to Consolidated Financial Statements. Columbia/HCA expects to incur certain expenses related to the HCA Merger, the amounts of which have not been determined. These costs will include, among other things, amounts for investment advisory and professional fees, expenses of printing and distributing proxy materials, severance payments and provisions for loss related to the consolidation of the operations of Columbia and HCA. Management anticipates that these expenses will be recorded in the first quarter of 1994. SIGNATURES Pursuant to the requirements 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. COLUMBIA/HCA HEALTHCARE CORPORATION Date: December 13, 1994 /s/ Richard A. Lechleiter ---------------------------------------- Vice President and Controller (Principal Accounting Officer) 6 -----END PRIVACY-ENHANCED MESSAGE-----