<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 For the Quarterly Period Ended September 30, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From ______________ to
_____________
Commission File Number 33-59960
SITHE/INDEPENDENCE FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3677475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
335 MADISON AVENUE, NEW YORK, NY 10017
(Address of principal executive offices) (Zip code)
(212)-351-0000
(Registrant's telephone number, including area code)
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0468704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
335 MADISON AVENUE, NEW YORK, NY 10017
(Address of principal executive offices) (Zip code)
(212)-351-0000
(Registrant's telephone number, including area code)
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 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.
[ X ] Yes [ ] No
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
SITHE/INDEPENDENCE FUNDING CORPORATION
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I FINANCIAL INFORMATION
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(a Delaware Limited Partnership)
Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2000 (Unaudited)
and December 31, 1999....................................................................... 3
Condensed Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 2000 and 1999 (Unaudited)........................................ 4
Condensed Consolidated Statement of Partners' Capital for the Nine
Months Ended September 30, 2000 (Unaudited)................................................. 5
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and 1999 (Unaudited)............................................... 6
Notes to Condensed Consolidated Financial Statements (Unaudited).............................. 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................................... 10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................................... 12
Signatures ................................................................................... 13
</TABLE>
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,294 $ 6,076
Restricted cash and cash equivalents 90,988 40,112
Restricted investments 29,199 35,621
Accounts receivable - trade 39,181 30,315
Fuel inventory and other current assets 8,251 3,113
-------------- --------------
TOTAL CURRENT ASSETS 169,913 115,237
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Land 5,010 5,010
Electric and steam generating facilities 777,434 777,356
-------------- --------------
782,444 782,366
Accumulated depreciation (111,603) (96,604)
-------------- --------------
670,841 685,762
DEBT ISSUANCE COSTS 6,523 7,213
OTHER ASSETS 10,542 5,257
-------------- --------------
TOTAL ASSETS $ 857,819 $ 813,469
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
Trade payables $ 28,630 $ 27,945
Accrued interest 14,011 173
Current portion of long-term debt 25,864 19,296
-------------- --------------
TOTAL CURRENT LIABILITIES 68,505 47,414
LONG-TERM DEBT:
7.90% secured notes due 2002 46,974 63,190
8.50% secured bonds due 2007 150,839 150,839
9.00% secured bonds due 2013 408,609 408,609
-------------- --------------
606,422 622,638
OTHER LIABILITIES 5,879 3,607
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL 177,013 139,810
-------------- --------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 857,819 $ 813,469
============== ==============
</TABLE>
See notes to condensed consolidated financial statements
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------------- -----------------------------
2000 1999 2000 1999
------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
REVENUE $ 121,816 $ 99,565 $ 315,002 $ 300,366
----------- ------------ ------------ ------------
COST OF SALES:
Fuel 57,087 60,171 157,898 182,391
Operations and maintenance 10,987 11,968 33,733 34,819
Depreciation 5,000 5,035 14,999 14,965
----------- ------------ ------------ ------------
73,074 77,174 206,630 232,175
----------- ------------ ------------ ------------
OPERATING INCOME 48,742 22,391 108,372 68,191
NON-OPERATING INCOME (EXPENSE):
Interest expense (14,323) (14,843) (43,517) (45,140)
Other income, net 1,639 1,577 3,983 4,119
----------- ------------ ------------ ------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR MAJOR OVERHAUL COSTS 36,058 9,125 68,838 27,170
Cumulative effect of change in accounting for major
overhaul costs 0 0 0 3,775
----------- ------------ ------------ ------------
NET INCOME $ 36,058 $ 9,125 $ 68,838 $ 30,945
=========== ============ ============ ============
</TABLE>
See notes to condensed consolidated financial statements
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Capital
--------------- ----------- -------------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 2000 $ 1,198 $ 138,612 $ 139,810
Net income and total comprehensive income 688 68,150 68,838
Distribution to Partners (316) (31,319) (31,635)
---------- --------- -----------
BALANCE, SEPTEMBER 30, 2000 $ 1,570 $ 175,443 $ 177,013
========== ========= ===========
</TABLE>
See notes to condensed consolidated financial statements
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
-------------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 68,838 $ 30,945
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 14,999 14,565
Amortization of deferred financing costs 690 742
Unrealized loss on marketable securities 421 0
Cumulative effect of change in accounting
for major overhaul costs 0 (3,775)
Changes in operating assets and liabilities:
Accounts receivable - trade (8,866) (17,367)
Fuel inventory and other current assets (5,138) 1,041
Other assets (5,285) (2,731)
Trade payables 685 7,148
Accrued interest payable 13,838 14,299
Other liabilities 2,272 2,602
-------------- --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 82,454 47,469
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (78) (3,504)
Restricted funds (44,875) (29,596)
-------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (44,953) (33,100)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (9,648) (13,706)
Distribution to Partners (31,635) 0
-------------- --------------
NET CASH USED IN FINANCING ACTIVITIES (41,283) (13,706)
-------------- --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,782) 663
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,076 2,147
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,294 $ 2,810
============== ==============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments:
Interest $ 28,989 $ 30,841
</TABLE>
See notes to condensed consolidated financial statements
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. THE PARTNERSHIP
Sithe/Independence Power Partners, L.P. (the "Partnership"), in which
Sithe Energies, Inc. and certain of its direct and indirect wholly-owned
subsidiaries (the "Partners") hold all the partnership interests, is a Delaware
limited partnership that was formed in November 1990 for a term of 50 years to
develop, construct and own a gas-fired cogeneration facility with a design
capacity of approximately 1,000 megawatts ("MW") (the "Project") located in the
Town of Scriba, County of Oswego, New York. The Project commenced commercial
operation for financial reporting purposes on December 29, 1994. For the first
eight months of 2000, the majority of the capacity and electric energy generated
by the Project was sold to Consolidated Edison Company of New York, Inc. ("Con
Edison") and Alcan Aluminum Corporation ("Alcan") with the remainder of the
electric energy sold to Niagara Mohawk Power Corporation. As discussed in Note
3, effective September 1, 2000, while the majority of the capacity generated by
the Project continues to be sold to Con Edison, the majority of the electric
energy generated by the Project is being sold into the electric energy markets
administered by the New York Independent System Operator, Inc. (the "ISO
Administered Markets").
2. BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheets at September 30,
2000 and December 31, 1999 and the condensed consolidated statements of
operations for the three and nine months ended September 30, 2000 and 1999 and
cash flows for the nine months ended September 30, 2000 and 1999 should be read
in conjunction with the audited consolidated financial statements included in
the Annual Report on Form 10-K for the year ended December 31, 1999 for the
Partnership and its wholly-owned subsidiary, Sithe/Independence Funding
Corporation ("Sithe Funding").
The results of operations for the three and nine months ended September
30, 2000 are not necessarily indicative of the results to be expected for the
full year. The unaudited financial information at September 30, 2000 and for the
three and nine months ended September 30, 2000 and 1999 contains all
adjustments, consisting only of normal recurring adjustments, which management
considers necessary for a fair presentation of the financial position and
operating results for such periods.
Since the commencement of the ISO Administered Markets in November
1999, revenue is recorded net of payments made by the Partnership to the New
York Independent System Operator for transmission losses.
Consistent with positions expressed by the Securities and Exchange
Commission (the "SEC"), in 1999, the Partnership changed its method of
accounting for major overhaul costs for major equipment not covered by a service
agreement (the "Non-covered Units"), whereby the Partnership expenses such costs
as incurred. Previously, the Partnership normalized major overhaul costs by
establishing maintenance reserves during the operating period prior to the major
overhaul. As a result of this change in accounting for major overhaul costs, the
Partnership reversed to income approximately $3.8 million, reported as the
cumulative effect of a change in accounting on the 1999 consolidated statement
of operations, representing the balance of the major overhaul reserve for
Non-covered Units as
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of January 1, 1999. Results of operations for the nine months ended September
30, 1999 have been restated, giving effect to this change in accounting as if it
had occurred on January 1, 1999.
3. AMENDMENT TO CON EDISON ENERGY PURCHASE AGREEMENT
Pursuant to the Amended and Restated Energy Purchase Agreement dated as
of September 1, 2000 between the Partnership and Con Edison ("the Amended EPA"),
Con Edison is obligated to purchase 740 MW of the Project's capacity through
October 31, 2014. The Partnership has the right to supply the capacity from
sources other than the Project so long as such capacity satisfies applicable New
York State installed capacity requirements. Effective September 1, 2000, Con
Edison is no longer obligated to purchase from the Partnership and the
Partnership is no longer obligated to sell to Con Edison any of the electrical
energy produced by the Project, and all of the electrical energy from the
Project, except for the portion being sold to Alcan, is being sold into the ISO
Administered Markets. The Amended EPA also eliminated any obligation that the
Project remain a qualifying facility ("QF") under federal law.
Effective September 1, 2000, the monthly capacity payment received by
the Partnership is equal to the sum of (1) $4,748,174 per month plus (2)
$5,500,000 per month escalating with inflation. The monthly capacity payment is
reduced by an amount equal to 6.25% of the applicable locational based marginal
price in the ISO Administered Markets for energy delivered at the Pleasant
Valley bus for all hours of such month multiplied by the relevant monthly
quantity of megawatt hours set forth on a schedule to the Amended EPA. The
monthly capacity payments are also subject to adjustment in the event that the
amount of installed capacity provided to Con Edison is less than 740 MW. The
Partnership has also agreed to make certain payments to Con Edison during the
term of the Amended EPA which are subordinated to the notes and bonds issued by
Sithe Funding.
Prior to the execution of the Amended EPA, the contract term was for 40
years, through October 31, 2034 and assuming an equivalent availability ratio
each month of at least 93.6%, the Partnership was entitled to (a) a monthly
capacity payment equal to $6.7455 per kilowatt per month ("KW") for 740,000 KW
or $59,900,040 per year minus the refund for curtailment of $2,921,953 per year
resulting in a net monthly capacity payment of $4,748,174, (b) a payment for
operation and maintenance at a price equal to $0.01/kilowatt-hour ("kwh") during
calendar year 2000 escalating thereafter with inflation for the first 6.6
billion kwh delivered in each annual period or $66,000,000, resulting in a net
monthly payment for operation and maintenance of $5,500,000 escalating with
inflation and (c) energy payments at a price equal to 93.75% of Con Edison's
avoided energy costs (which effective January 17, 2000 was determined by
reference to the locational based marginal price in the ISO Administered Markets
for energy at the Pleasant Valley bus).
Under the Amended EPA, the monthly capacity payment, the refund for
curtailment, the payment for operation and maintenance and the discount on
energy that were applicable prior to the execution of the Amended EPA are all
incorporated directly into the monthly capacity payment as described above.
Since the Partnership is also free to sell the energy generated by the Project
into the ISO Administered Markets at 100% of the applicable locational based
marginal price for energy, the Partnership believes that the Amended EPA will
not result in a material change in the Partnership's revenues from the sale of
capacity and energy. The Partnership also believes that the amount of the
subordinated payments to Con Edison under the Amended EPA are more than offset
by the elimination of the Project's obligation to remain a QF under federal law,
the elimination of Con Edison's curtailment rights and the Project's increased
operating flexibility.
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4. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
Revenue Recognition in the Financial Statements ("SAB 101"). The bulletin
addresses the SEC staff's views in applying generally accepted accounting
principles to selected revenue recognition issues and must be implemented no
later than the fourth quarter of fiscal years beginning after December 15, 1999.
The Partnership will implement SAB 101 during the fourth quarter of fiscal 2000
and the Partnership has determined that the implementation of SAB 101 will not
have any impact on the results of operations or financial position of the
Partnership.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 requires all derivatives to be
recognized as either assets or liabilities on the balance sheet and be measured
at fair value. Changes in such fair value are required to be recognized in
earnings to the extent that the derivatives are not effective as hedges. The
provisions of SFAS 133, as amended, are effective for all quarters beginning
January 1, 2001. Management is currently evaluating what impact the adoption of
SFAS No. 133 will have on the Partnership's results of operations and financial
position. The Partnership has not used derivatives historically and as such, the
adoption of SFAS No. 133 is not expected to have a material impact on the
Partnership's results of operations and financial position.
5. COMMITMENTS AND CONTINGENCIES
Reference is made to Note 5 of the Partnership's audited
consolidated financial statements included in its Annual Report on Form 10-K
for the year ended December 31, 1999 for information concerning the
Partnership's method of recognizing fuel expense and the maintenance of the
notional tracking account under the Partnership's 20-year gas supply
agreement with Enron Power Services, Inc. ("Enron"). The tracking account
accounts for differences between the contract price and spot gas prices and
Enron has been given a subordinated, security interest in the plant to secure
any tracking balance. Because of the significant spike in spot gas prices
during the first nine months of 2000, which more than offset the effects of
the higher electrical energy prices received by the Partnership during such
period and upon which contract gas prices are based, the tracking account
balance increased during the period by $71.7 million to approximately $243.3
million as of September 30, 2000.
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SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue for the third quarter of 2000 of $121.8 million was $22.3
million (22%) higher than in the corresponding period of last year due primarily
to higher energy rates received since January 17, 2000 when pricing for the
majority of the Project's electrical energy began to be based on locational
based marginal prices as determined by the New York Independent Systems
Operator. Revenue for the nine months ended September 30, 2000 of $315.0 million
was $14.6 million (5%) higher than in the corresponding period of last year due
to higher energy rates partially offset by lower electric generation due to a
scheduled Spring major overhaul outage and an unplanned generator outage which
occurred during the second quarter of 2000. See Note 3 of the Notes to Condensed
Consolidated Financial Statements for information concerning an amendment to the
Con Edison Energy Purchase Agreement that became effective on September 1, 2000.
Cost of sales for the third quarter and nine months ended of $73.1
million and $206.6 million, respectively, was $4.1 million (5%) and $25.5
million (11%), respectively, lower than in the corresponding period of last
year, largely due to a decrease in fuel expense resulting from a scheduled
contractual change under the Partnership's long-term gas supply agreement,
effective January 1, 2000, in the method of pricing fuel associated with energy
deliveries to Con Edison and the ISO Administered Markets from fixed prices to
lower variable prices based on the prices paid by Con Edison and the ISO
Administered Markets to the Partnership for capacity and electric energy.
Interest expense for the third quarter and nine months ended September
30, 2000 of $14.3 million and $43.5 million, respectively, was $.5 million (4%)
and $1.6 million (4%), respectively, lower than in the corresponding periods of
last year as a result of lower outstanding amounts of long-term debt.
For the third quarter and nine months ended September 30, 2000, other
income, net of $1.6 million and $4.0 million, respectively, consisted of
interest income of $1.5 million and $4.5 million, respectively, and unrealized
gains on restricted investments of $.1 million in the third quarter of 2000 and
unrealized losses on restricted investments of $.5 million in the first nine
months of 2000. Other income, net for the corresponding periods of 1999
consisted entirely of interest income.
LIQUIDITY AND CAPITAL RESOURCES
Financing for the Project consisted of a loan to the Partnership by
Sithe Funding of the proceeds of its issuance of $717.2 million of notes and
bonds (the "Securities") and $60 million of capital contributions by the
Partners. In addition, under a credit facility obtained by the Partners, one or
more letters of credit may be issued in connection with their obligations
pursuant to certain Project contracts, and, as of September 30, 2000, letters of
credit aggregating $13.5 million were outstanding in connection with such
obligations. Also, the Partnership has secured the Project's debt service
reserve obligations with a letter of credit in the amount of $50 million. As of
September 30, 2000, the Partnership had
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restricted funds and investments aggregating $120.2 million, including the
Project's cumulative cash debt service reserve and major overhaul reserve of
$33.0 million and $6.0 million, respectively. In addition, these restricted
funds included $25.5 million that was utilized for October 2000 operating
expenses, $.6 million in the Partnership distribution account and the balance
reserved for the December 2000 debt service payment. Funds in the Partnership
distribution account are available as additional operating and debt service
reserves until such time as certain coverage ratios are achieved. To secure the
Partnership's obligation to pay any amounts drawn under the debt service letter
of credit, the letter of credit provider has been assigned a security interest
and lien on all of the collateral in which the holders of the Securities have
been assigned a security interest and lien.
The Partnership is precluded from making distributions to Partners
unless project reserve accounts are funded to specified levels and unless the
required debt service coverage ratio is met. On June 16, 2000, the Partnership
made a distribution to its Partners in the amount of $31.6 million.
The Partnership believes that funds available from cash on hand,
restricted funds, operations and the debt service letter of credit will be more
than sufficient to liquidate Partnership obligations as they come due and pay
scheduled debt service.
FORWARD-LOOKING STATEMENTS
Certain statements included in this Quarterly Report on Form 10-Q are
forward-looking statements as defined in Section 21E of the Securities Exchange
Act of 1934. The words "anticipate", "believe", "expect", "estimated" and
similar expressions generally identify forward-looking statements. While the
Partnership believes in the veracity of all statements made herein,
forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Partnership, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies, the price of natural gas and the demand for and price of
electricity. These uncertainties and contingencies could cause the Partnership's
actual results to differ materially from those expressed in any forward-looking
statements made by, or on behalf of, the Partnership.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership has investments in financial instruments subject to
interest rate risk consisting of $91.0 million of restricted cash and cash
equivalents and $29.2 million of restricted investments. In the case of
restricted cash and cash equivalents, due to the short duration of these
financial instruments, a 10% immediate change in interest rates would not have a
material effect on the Partnership's financial condition. In the case of
restricted investments, the resulting potential decrease in fair value from a
10% immediate change in interest rates would be approximately $.3 million.
The Partnership's outstanding long-term debt at September 30, 2000
bears interest at fixed rates and therefore the Partnership's results of
operations would not be affected by changes in interest rates as they apply to
borrowings.
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PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
27 ---- Article 5 Financial Data Schedule of
Sithe/Independence Power Partners, L.P.
for the quarter ended September 30, 2000.
(b) Reports on Form 8-K:
No report on Form 8-K was filed during the quarter covered by
this report.
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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.
SITHE/INDEPENDENCE FUNDING CORPORATION
(REGISTRANT)
November 14, 2000 /S/ THOMAS M. BOEHLERT
--------------------------------------
THOMAS M. BOEHLERT
CHIEF FINANCIAL OFFICER AND
SENIOR VICE PRESIDENT
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
co-registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SITHE/INDEPENDENCE POWER PARTNERS, L.P.
(REGISTRANT)
By: SITHE/INDEPENDENCE, INC.
GENERAL PARTNER
November 14, 2000 /S/ THOMAS M. BOEHLERT
-----------------------
THOMAS M. BOEHLERT
CHIEF FINANCIAL OFFICER AND
SENIOR VICE PRESIDENT
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
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