-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/KyncykZDeSfAOuNlUnhd9HePQA4AVeBtM3zgTISuzOm/Kc5XGDt0pIjmF84MN7 MIz5tw7xysTAW3rfc5TYVg== 0000009749-96-000002.txt : 19960119 0000009749-96-000002.hdr.sgml : 19960119 ACCESSION NUMBER: 0000009749-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960118 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960118 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05920 FILM NUMBER: 96505231 BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 18, 1996 BANKERS TRUST NEW YORK CORPORATION (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation) 1-5920 13-6180473 (Commission file number) (IRS employer identification no.) 280 PARK AVENUE, NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (212) 250-2500 Item 5. Other Events The purpose of this Current Report on Form 8-K is to file a Press Release to file certain financial information to be incorporated into currently effective registration statements filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Such financial information contained in the Registrant's Press Release dated January 18, 1996, is described below and is incorporated herein by reference. 1.Review of certain financial information. 2.The unaudited consolidated financial position of Bankers Trust New York Corporation and its subsidiaries at December 31, 1995 and December 31, 1994 and its unaudited consolidated results of operations for each of the three- month and twelve-month periods ended December 31, 1995 and 1994 and the three-month period ended September 30, 1995. In the opinion of the Registrant's management, all material adjustments necessary for a fair presentation of the Corporation's consolidated financial position at December 31, 1995 and December 31, 1994 and its consolidated results of operations for the three-month and twelve-month periods ended December 31, 1995 and 1994 and the three-month period ended September 30, 1995 have been made. All such adjustments were of a normal recurring nature. Item 7. Financial Statements and Exhibits (c) Exhibits (99.1) Earnings Press Release of the Registrant dated January 18, 1996 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, hereunto duly authorized. BANKERS TRUST NEW YORK CORPORATION By /s/ GEOFFREY M. FLETCHER GEOFFREY M. FLETCHER Senior Vice President and Principal Accounting Officer January 18, 1996 BANKERS TRUST NEW YORK CORPORATION FORM 8-K DATED JANUARY 18, 1995 EXHIBIT INDEX Exhibit Number Description of Exhibit (99.1) Earnings Press Release of the Registrant dated January 18, 1996. EX-99.1 2 THURSDAY, JANUARY 18, 1996 BANKERS TRUST REPORTS FOURTH QUARTER NET INCOME OF $126 MILLION, UP 25% FROM THE FOURTH QUARTER OF 1994; PRIMARY EARNINGS PER SHARE WERE $1.36, AN INCREASE OF 14% New York, January 18, 1996 -- Bankers Trust New York Corporation earned $126 million for the quarter ended December 31, 1995, compared with $101 million in the fourth quarter of 1994, an increase of 25%. Primary earnings per share were $1.36 for the fourth quarter of 1995, up 14% from the prior year's fourth quarter. Return on average common equity for the fourth quarter of 1995 was 11%. The Corporation earned $155 million, or $1.72 primary earnings per share, for the quarter ended September 30, 1995. In a joint statement, Bankers Trust Chairman Charles S. Sanford, Jr. and President and CEO Frank N. Newman said: "This quarter marks the end of a difficult year for Bankers Trust. It has also been a year in which much has been accomplished. Problems have been dealt with and, for the most part, resolved. New and constructive initiatives have been undertaken, and the Firm is well positioned to continue its role as an innovative and global leader in the world of finance." Commenting on the financial results announced today, Mr. Sanford and Mr. Newman said: "Both the finance and the merchant banking components of the Firm's investment banking business demonstrated outstanding performance in the fourth quarter and year as a whole. Trading has been profitable on a reduced risk profile. We have also continued to invest in and develop our other client-related businesses, including transaction processing, investment management, private banking and risk management, as well as our locally-based businesses outside of the United States." The fourth quarter results were impacted by two opposite effects. Gains from the sale of an additional block of the Corporation's investment in Northwest Airlines Corporation contributed to earnings well beyond the level that has been typical of prior merchant banking investments. At the same time, reserves and legal expenses related to leveraged derivative transactions from 1994 and earlier exerted a noticeable drag on the Corporation's performance. As the Corporation continues to resolve issues related to the leveraged derivative business, results should become more reflective of Bankers Trust's earning power. Revenue
Non-Trading Trading- Related Related Total Net Net Net Interest Interest Interest (in millions) Revenue Revenue Revenue Fourth Quarter 1995 $196 $13 $209 Third Quarter 1995 $184 $20 $204 Fourth Quarter 1994 $179 $50 $229
Net interest revenue totaled $209 million, down $20 million, or 9%, from the fourth quarter of 1994 and up $5 million, or 2% from the third quarter of 1995. Non-trading related interest revenue was $196 million for the fourth quarter of 1995, up $17 million from the fourth quarter of 1994, and $12 million from the third quarter of 1995. The fourth quarter 1995 increase versus the third quarter 1995 was primarily due to cash basis income, realization of deferred loan fees and lease income. The fourth quarter of 1995 included $13 million of trading-related net interest revenue, down $37 million from the fourth quarter of 1994 and $7 million from the third quarter of 1995. A significant portion of the Firm's trading and risk management activities involve positions in interest rate instruments and related derivatives. The revenue from these activities can periodically shift between trading and net interest, depending on a variety of factors, including risk management strategies. Therefore, the Corporation views trading revenue and trading-related net interest revenue together, which are presented below.
Trading- Related Net Trading Interest (in millions) Revenue Revenue Total Fourth Quarter 1995 $83 $13 $96 Third Quarter 1995 $257 $20 $277 Fourth Quarter 1994 $49 $50 $99
Combined trading revenue and trading-related net interest revenue of $96 million in the current quarter was down $3 million versus the same period in 1994. The fourth quarter of 1995 revenue declined $181 million in comparison to the third quarter of 1995, principally due to lower revenue in the Firm's client derivatives business including a $51 million charge from settlements of old leveraged derivative transactions. Based on an analysis of the potential outcome of outstanding issues relating to leveraged derivative transactions, management believes that the expected potential financial impact should be covered by existing reserves. Also impacting fourth quarter results was lower revenue in foreign exchange market trading. Trading results in the emerging markets of Asia and Latin America were generally comparable to those of the third quarter of 1995, and those of the prior year. Fiduciary and funds management revenue totaled $186 million for the fourth quarter, up $9 million, or 5%, from the same period last year. The increase in revenue was primarily due to higher global private banking commissions, offset in part by a decline in revenue from global fiduciary services. The $186 million of revenue for the fourth quarter was up $12 million, or 7%, from the third quarter of 1995. Fiduciary and funds management revenue totaled $697 million for the year ended December 31, 1995, compared with $740 million for the comparable period in 1994. Fees and commissions of $204 million decreased by $12 million, or 6%, from the fourth quarter of 1994. Corporate finance fees of $125 million decreased by $7 million, or 5%, from the same period last year. Lower revenue from loan syndication and merger and acquisition activities were partially offset by higher revenue from private placement and securities underwriting fees. Compared with this year's third quarter, fees and commissions were up $52 million, or 34%, as corporate finance fees increased by $51 million, or 69%, as a result of higher revenue from virtually all activities within this category. Fees and commissions totaled $712 million for the year ended December 31, 1995 versus $756 million for 1994. The Corporation's securities available for sale gains were $151 million, up $130 million from the prior year's fourth quarter and $141 million from the third quarter of 1995. These results were attributable to a $145 million pre-tax gain on the sale of a substantial portion of the Corporation's merchant banking investment in Northwest Airlines Corporation. Gains in the third quarter related to Northwest Airlines Corporation were included in other noninterest revenue. Securities available for sale gains were $180 million for the year ended December 31, 1995, compared with $72 million in 1994. Other noninterest revenue totaled $115 million, down $46 million from the prior year's quarter. Fewer net gains from equity investments were realized, partially offset by higher insurance premium revenue from operations in Chile. The $115 million of other noninterest revenue for the fourth quarter of 1995 was down $47 million, or 29%, from the third quarter of 1995, primarily as a result of the above mentioned third quarter gain relating to Northwest Airlines Corporation. For the year ended December 31, 1995, other noninterest revenue totaled $493 million versus $440 million in 1994. Expenses Total noninterest expenses of $758 million increased by $49 million, or 7%, from the fourth quarter of 1994. Incentive compensation and employee benefits expense increased $22 million, or 13%. Salaries expense decreased $2 million, or 1%, mostly due to a 3% decrease in the average number of employees. Management has, as previously announced, implemented expense reduction programs over the course of 1995. These programs have achieved reductions in operating expenses (principally noninterest expenses before bonus, policyholder benefits and minority interest) of $200 million compared to the annualized fourth quarter 1994 levels. These savings will continue into 1996. However, their impact in 1996 will be offset by decisions made as part of the Corporation's planning process to expand a number of key businesses and to make selected investments in areas that show profitable growth. All other expenses totaled $367 million for the quarter, up $29 million, or 9%, from last year's fourth quarter. This increase was due to a rise in net other real estate expenses as last year's fourth quarter included a gain on the sale of a foreclosed property. Also contributing to this rise were an increase in professional fees, which included exceptional legal costs related to leveraged derivative transactions, and higher provisions for policyholder benefits. Partial offsets came from a reduction in travel and entertainment expenses. For the year ended December 31, 1995, total noninterest expenses amounted to $2.898 billion, compared with $2.751 billion for 1994. Asset Quality The provision for credit losses was $10 million for the current quarter, compared with $8 million in the prior year's fourth quarter and $7 million in the third quarter of 1995. Net charge-offs for the quarter were $50 million, compared with $85 million a year ago. The current quarter included $30 million of leveraged derivative contract receivables that were charged-off against the allowance for credit losses, reflecting additional settlements reached. In 1995, the provision for credit losses totaled $31 million versus $25 million for 1994. Cash basis loans decreased by $8 million, to $744 million, during the fourth quarter. The allowance for credit losses was $992 million at December 31, 1995, and $1.252 billion at December 31, 1994 representing 133% and 126% of cash basis loans, respectively. The allowance for credit losses is available for credit losses arising from the Corporation's portfolio, which is comprised of loans, credit-related commitments, derivatives and other financial instruments. In the opinion of management, the allowance, when taken as a whole, is adequate to absorb reasonably estimated credit losses inherent in the Corporation's portfolio, as defined above. Twelve Months Results For the full year 1995, the Corporation earned $250 million, or $2.46 primary earnings per share, excluding an after-tax provision for severance- related costs of $35 million taken in connection with the Corporation's expense reduction programs. Net income for the year, including the effect of this provision, was $215 million, or $2.03 primary earnings per share. For the year ended December 31, 1994, the Corporation earned $615 million, or $7.17 primary earnings per share. During 1995 the Corporation established a reserve to cover adjustments related to the Firm's funds management business. A detailed analytical process resulted in the Corporation identifying a small number of accounts in which a subset of trading in certain prior years was not conducted in accordance with the Corporation's standards. As a result, management has decided to make adjustments to those accounts that it believes may have been affected. The Corporation estimates that the financial impact of these adjustments will be less than $6 million before tax. Capital Total stockholders' equity at December 31, 1995 was $4.984 billion, an increase of $280 million compared to December 31, 1994 and a decrease of $77 million compared to September 30, 1995. Retained earnings increased during the fourth quarter. Total stockholders' equity however, was impacted by a decline in the securities valuation allowance. This decline primarily resulted from realized gains on the sale of Northwest Airlines Corporation stock as previously mentioned. Although stockholders' equity decreased, our risk-based capital and leverage ratios remained strong. The Corporation estimates that its ratios of Tier 1 Capital and Total Capital to risk-adjusted assets were approximately 8.50% and 13.90%, respectively, at December 31, 1995. The Leverage Ratio was 5.06% at that same date. Assets At December 31, 1995, total assets were $104.0 billion compared to $97.0 billion and $103.9 billion at December 31, 1994 and September 30, 1995, respectively. For additional information, contact Douglas Kidd, (212) 454-3532 or Tom Parisi, (212) 454-1686 (Media); Howard Schneider (212) 250-3609 (Investors). BANKERS TRUST NEW YORK CORPORATION AND SUBSIDIARIES FINANCIAL STATISTICS ($ in millions, except per share data) (unaudited)
Third Fourth Quarter Quarter Year 1995 1994 1995 1995 1994 Net income $126 $101 $155 $215 $615 Per common share Primary earnings $1.36 $1.19 $1.72 $2.03 $7.17 Fully diluted earnings $1.36 $1.18 $1.71 $2.02 $7.17 Cash dividends declared $1.00 $1.00 $1.00 $4.00 $3.70 Book value (1) $50.58 $53.67 $51.72 Shares Outstanding (in millions) Average common and common equivalent shares outstanding-primary 81.322 80.126 81.039 80.923 81.825 Average common shares outstanding assuming full dilution 81.415 80.188 81.403 81.095 81.865 Common shares outstanding at end of period 79.076 78.069 78.594 79.076 78.069 Profitability ratios Return on average common stockholders' equity 10.57% 8.64% 13.51% 3.98% 13.48% Return on average total assets .43% .38% .56% .20% .59% Net interest revenue (fully taxable basis) $215 $252 $215 $858 $1,255 Average rates (fully taxable basis) Yield on interest-earning assets 7.83% 7.05% 7.56% 7.51% 6.70% Cost of interest-bearing liabilities 7.01% 5.93% 6.91% 6.74% 5.23% Interest rate spread .82% 1.12% .65% .77% 1.47% Net interest margin .98% 1.29% 1.04% 1.04% 1.64% Average balances Loans $12,823 $12,548 $11,714 $11,752 $12,470 Total interest-earning assets $87,389 $77,642 $82,288 $82,349 $76,300 Total assets $115,927 $106,009 $109,360 $109,919 $104,828 Total interest-bearing liabilities $85,409 $75,521 $77,668 $79,121 $73,748 Common stockholders' equity $4,165 $4,364 $4,082 $4,124 $4,355 Total stockholders' equity $5,030 $4,759 $4,946 $4,850 $4,743 At end of period Common stockholders' equity to total assets 3.96% 4.44% 4.04% Total stockholders' equity to total assets 4.79% 4.85% 4.87% Risk-based capital ratios (2) Tier 1 Capital 8.50% 9.05% 8.09% Total Capital 13.90% 14.77% 12.96% Leverage Ratio 5.06% 5.26% 5.53% Employees 14,069 14,529 13,808 (1) This calculation includes the effect of common shares issuable under deferred stock awards. (2) Regulatory capital ratios at December 31, 1995 are preliminary.
BANKERS TRUST NEW YORK CORPORATION AND SUBSIDIARIES FINANCIAL STATISTICS (CONT'D) (in millions) (unaudited)
December 31, September 30, 1995 1994 1995 Nonperforming assets Cash basis loans Secured by real estate $362 $356 $394 Real estate related 23 29 23 Highly leveraged 153 150 148 Other 206 459 187 Refinancing country - 2 - Total cash basis loans $744 $996 $752 Renegotiated loans Secured by real estate $ 88 $65 $ 89 Other nonrefinancing country 12 1 12 Total renegotiated loans $100 $66 $101 Other real estate $259 $301 $281 Other nonperforming assets $67 $63 $64
Fourth Quarter Year 1995 1994 1995 1994 Allowance for credit losses Balance, beginning of period $1,032 $1,329 $1,252 $1,324 Net charge-offs Charge-offs 60 93 330 168 Recoveries 10 8 39 71 Total net charge-offs* 50 85 291 97 Provision for credit losses 10 8 31 25 Balance, end of period $ 992 $1,252 $ 992 $1,252 *Components: Secured by real estate $11 $ - $ 23 $ 24 Real estate related - 1 2 23 Highly leveraged 2 3 30 (5) Other 38 83 245 92 Refinancing country (1) (2) (9) (37) Total $50 $85 $291 $ 97
BANKERS TRUST NEW YORK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (in millions, except per share data) (unaudited)
Increase THREE MONTHS ENDED DECEMBER 31, 1995 1994 (Decrease) NET INTEREST REVENUE Interest revenue $1,718 $1,357 $361 Interest expense 1,509 1,128 381 Net interest revenue 209 229 (20) Provision for credit losses 10 8 2 Net interest revenue after provision for credit losses 199 221 (22) NONINTEREST REVENUE Trading 83 49 34 Fiduciary and funds management 186 177 9 Fees and commissions 204 216 (12) Securities available for sale gains 151 21 130 Other 115 161 (46) Total noninterest revenue 739 624 115 NONINTEREST EXPENSES Salaries 206 208 (2) Incentive compensation and employee benefits 185 163 22 Occupancy, net 32 31 1 Furniture and equipment 40 45 (5) Other 295 262 33 Total noninterest expenses 758 709 49 Income before income taxes 180 136 44 Income taxes 54 35 19 NET INCOME $ 126 $ 101 $ 25 NET INCOME APPLICABLE TO COMMON STOCK $ 111 $ 95 $ 16 EARNINGS PER COMMON SHARE: PRIMARY $1.36 $1.19 $.17 FULLY DILUTED $1.36 $1.18 $.18 Cash dividends declared per common share $1.00 $1.00 $-
BANKERS TRUST NEW YORK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (in millions, except per share data) (unaudited)
Fourth Third Quarter Quarter Increase 1995 1995 (Decrease) NET INTEREST REVENUE Interest revenue $1,718 $1,556 $162 Interest expense 1,509 1,352 157 Net interest revenue 209 204 5 Provision for credit losses 10 7 3 Net interest revenue after provision for credit losses 199 197 2 NONINTEREST REVENUE Trading 83 257 (174) Fiduciary and funds management 186 174 12 Fees and commissions 204 152 52 Securities available for sale gains 151 10 141 Other 115 162 (47) Total noninterest revenue 739 755 (16) NONINTEREST EXPENSES Salaries 206 196 10 Incentive compensation and employee benefits 185 187 (2) Occupancy, net 32 41 (9) Furniture and equipment 40 40 - Other 295 264 31 Total noninterest expenses 758 728 30 Income before income taxes 180 224 (44) Income taxes 54 69 (15) NET INCOME $ 126 $ 155 $(29) NET INCOME APPLICABLE TO COMMON STOCK $ 111 $ 139 $(28) EARNINGS PER COMMON SHARE: PRIMARY $1.36 $1.72 $(.36) FULLY DILUTED $1.36 $1.71 $(.35) Cash dividends declared per common share $1.00 $1.00 $-
BANKERS TRUST NEW YORK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (in millions, except per share data) (unaudited)
Increase YEAR ENDED DECEMBER 31, 1995 1994 (Decrease) NET INTEREST REVENUE Interest revenue $6,147 $5,030 $1,117 Interest expense 5,330 3,858 1,472 Net interest revenue 817 1,172 (355) Provision for credit losses 31 25 6 Net interest revenue after provision for credit losses 786 1,147 (361) NONINTEREST REVENUE Trading 341 465 (124) Fiduciary and funds management 697 740 (43) Fees and commissions 712 756 (44) Securities available for sale gains 180 72 108 Other 493 440 53 Total noninterest revenue 2,423 2,473 (50) NONINTEREST EXPENSES Salaries 804 774 30 Incentive compensation and employee benefits 640 724 (84) Occupancy, net 152 146 6 Furniture and equipment 162 163 (1) Provision for severance-related costs 50 - 50 Other 1,090 944 146 Total noninterest expenses 2,898 2,751 147 Income before income taxes 311 869 (558) Income taxes 96 254 (158) NET INCOME $ 215 $ 615 $ (400) NET INCOME APPLICABLE TO COMMON STOCK $ 164 $ 587 $ (423) EARNINGS PER COMMON SHARE: PRIMARY $2.03 $7.17 $(5.14) FULLY DILUTED $2.02 $7.17 $(5.15) Cash dividends declared per common share $4.00 $3.70 $.30
BANKERS TRUST NEW YORK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ($ in millions, except par value) (unaudited)
December 31, December 31, 1995 1994 ASSETS Cash and due from banks $ 2,337 $ 1,985 Interest-bearing deposits with banks 2,023 3,390 Federal funds sold 854 2,544 Securities purchased under resale agreements 17,958 9,943 Securities borrowed 6,199 6,197 Trading assets 47,893 47,514 Securities available for sale 6,283 7,475 Loans 12,633 12,501 Allowance for credit losses (992) (1,252) Premises and equipment, net 896 915 Due from customers on acceptances 500 378 Accounts receivable and accrued interest 4,220 2,356 Other assets 3,198 3,070 Total $104,002 $97,016 LIABILITIES Deposits Noninterest-bearing In domestic offices $ 2,687 $ 3,285 In foreign offices 605 541 Interest-bearing In domestic offices 5,402 5,769 In foreign offices 17,014 15,344 Total deposits 25,708 24,939 Trading liabilities 26,091 20,949 Securities sold under repurchase agreements 15,247 15,617 Other short-term borrowings 15,761 18,222 Acceptances outstanding 500 378 Accounts payable and accrued expenses 3,931 3,174 Other liabilities 2,236 2,328 Long-term debt 9,294 6,455 Total liabilities 98,768 92,062 PREFERRED STOCK OF SUBSIDIARY 250 250 STOCKHOLDERS' EQUITY Preferred stock 865 395 Common stock, $1 par value Authorized, 300,000,000 shares Issued, 83,678,973 shares 84 84 Capital surplus 1,302 1,317 Retained earnings 3,316 3,494 Common stock in treasury, at cost: 1995, 4,602,855 shares; 1994, 5,609,707 shares (336) (416) Other (247) (170) Total stockholders' equity 4,984 4,704 Total $104,002 $97,016
BANKERS TRUST NEW YORK CORPORATION 280 PARK AVENUE NEW YORK, NEW YORK 10017 Geoffrey M. Fletcher Senior Vice President and Principal Accounting Officer January 18, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: Accompanying this letter is Bankers Trust New York Corporation's report on Form 8-K dated January 18, 1996 (the "Form 8-K"). The Form 8-K is being filed electronically through the EDGAR System. If there are any questions or comments in connection with the enclosed filing, please contact the undersigned at 212-250-7098. Very truly yours, BANKERS TRUST NEW YORK CORPORATION By: GEOFFREY M. FLETCHER Geoffrey M. Fletcher Senior Vice President and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----