SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K/AAMENDMENT
NUMBER 1FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES
EXCHANGE ACT OF 1934 

                                                   (Mark One)
                               (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2004 OR 
  ( ) 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
1-8538USHEALTH GROUP, INC.(Formerly, Ascent
Assurance, Inc.)(Exact Name of Registrant as Specified in its Charter)

| | DELAWARE                                                         |  | 73-1165000                             
| | ---------------------------------------------------------------- |  | ---------------------------------------
| | (State or Other Jurisdiction of Incorporation or Organization)   |  | (I.R.S. Employer Identification Number)
| | 3100 Burnett Plaza, Unit 33,801 Cherry Street, Fort Worth, Texas |  | 76102                                  
| | (Address of Principal Executive Offices)                         |  | (Zip Code)                             

Registrants
Telephone Number, Including Area Code: (817) 878-3300 Securities Registered
Pursuant to Section 12(b) of the Act: None Securities
Registered Pursuant to Section 12(g) of the Act: Common Stock (par value
$.01)

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 the definitive Proxy
Statement or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

Yes                      No        X

Indicate by check mark whether the
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes                      No        X

The aggregate market value of voting
stock held by non-affiliates of the Registrant amounted to $1,698,250 as of March 4, 2005.
As of March 4, 2005, 50,606,876 shares of Common Stock were outstanding.



# EXPLANATORY NOTE

This Amendment to Form 10-K is filed
for the purpose of amending Item 7  Managements Discussion and Analysis
of Financial Condition and Results of Operations of the registrants Annual
Report on Form 10-K filed on March 9, 2005. This Amendment to Form 10-K does not otherwise
change or update the disclosures set forth in the Form 10-K as originally filed and does
not otherwise reflect events occurring after the filing of the Form 10-K. For a
description of the registrants business and the risks related to the
registrants business, see the Annual Report on Form 10-K for the year ended December
31, 2004.



# ITEM 7 
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

# GENERAL

Business Overview.   
USHEALTH Group, Inc. (USHEALTH or the
Company), formerly Ascent Assurance, Inc., is the successor to a Delaware
company incorporated in 1982 as an insurance holding company. USHEALTH, through its
applicable subsidiaries, is principally engaged in the development, marketing,
underwriting, and administration of medical expense and supplemental health insurance
products. The Companys revenues result primarily from premiums and fees from the
insurance products sold by its wholly-owned subsidiaries National Foundation Life
Insurance Company (NFL), Freedom Life Insurance Company of America
(FLICA), National Financial Insurance Company (NFIC) and American
Insurance Company of Texas (AICT), and together with NFL, NFIC and FLICA,
collectively, the Insurance Subsidiaries, and marketed by
NationalCare®Marketing, Inc. (NCM) and AmeriCare Benefits,
Inc. (ACB), also wholly-owned subsidiaries. The Company, through applicable
subsidiaries, also derives fee and service revenue from (i) tele-marketing services, (ii)
renewal commissions for prior year sales of both affiliated and unaffiliated insurance
products, and (iii) commissions on the sale of the benefits of unaffiliated membership
benefit programs. See Item 1  Business for a discussion of the
Companys marketing distribution system, health insurance products, and market
competition.

The following discussion provides
managements assessment of operating results and material changes in financial
position and liquidity for the Company. This discussion is based upon the Companys
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the U.S. Certain reclassifications of prior years
amounts have been made to conform with the 2004 presentation.

Forward-Looking Statements.   
Statements contained in this analysis and elsewhere in this
document that are not based on historical information are forward-looking statements and
are based on managements projections, estimates and assumptions. In particular,
forward-looking statements can be identified by the use of words such as may,
will, should, expect, anticipate,
estimate, continue, or similar words. Management cautions readers
regarding its forward-looking statements. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements. Various statements
contained in Item 1  Business and Item 7  Managements
Discussion and Analysis of Results of Operation and Financial Condition, are
forward-looking statements. These forward-looking statements are based on the intent,
belief or current expectations of the Company and members of its senior management team.
While USHEALTHs management believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations, prospective
investors are cautioned that any such forward-looking statements are not guarantees of
future performance, and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking statements.

Important factors known to management
that could cause actual results to differ materially from those contemplated by the
forward-looking statements in this Report include, but are not limited to:

| |  | any limitation imposed on the Insurance Subsidiaries ability to control the impact
of rising health care costs and rising medical service utilization rates through product
and benefit design, underwriting criteria, premium rate increases, utilization management
and negotiation of favorable provider contracts;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the impact of changing health care trends on the Insurance Subsidiaries ability to
accurately estimate claim and settlement expense reserves;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  | the ability of the Company to fund competitive commission advances to its agents from
internally generated cash flow or external financing;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | developments in health care reform and other regulatory issues, including the Health
Insurance Portability and Accountability Act of 1996 and increased privacy regulation, and
changes in laws and regulations in key states where the Company operates;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | USHEALTHs ability to make additional investment in its Insurance Subsidiaries in the
form of capital contributions, if needed, in order for such subsidiary to comply with
regulatory capital or debt covenant requirements;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | default by issuers of fixed maturity investments owned by the Insurance Subsidiaries; and
|- |  | -----------------------------------------------------------------------------------------

| |  | the loss of key management personnel.
|- |  | -------------------------------------

Subsequent written or oral statements
attributable to USHEALTH or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this Report and those in the Companys
reports previously filed with the Securities and Exchange Commission (SEC).
Copies of these filings may be obtained by each stockholder, without charge, by contacting
USHEALTH. Requests should be directed to Patrick H. ONeill, Executive Vice President
and General Counsel, USHEALTH Group, Inc., 3100 Burnett Plaza, 801 Cherry Street, Unit 33,
Forth Worth, Texas 76102. Such report will be furnished without Exhibits. Copies of the
Exhibits will be furnished to requesting stockholders upon payment of the Companys
reasonable expenses in furnishing the same.

# CRITICAL ACCOUNTING
POLICIES

The Companys accounting
policies are more fully described in Note 2 of the Consolidated Financial Statements at
Item 8. The Company believes that the following discussion addresses the Companys
most significant accounting policies, which are those that are most important to the
portrayal of the Companys financial condition and results of operations and require
managements most difficult, subjective and complex judgments. The Companys
significant accounting policies relate to revenue recognition, investments, agent
receivables, deferred policy acquisition costs, deferred tax assets, claim reserves,
future policy benefit reserves, reinsurance and statutory accounting practices. The
application of these accounting policies requires management to make significant estimates
and judgments that affect the reported amounts of assets, liabilities and expenses in the
Companys consolidated financial statements. Such estimates and judgments are based
on historical experience, changes in laws and regulations, observance of industry trends,
and various information received from third parties. While the estimates and judgments
associated with the application of these accounting policies may be affected by different
assumptions or conditions, the Company believes the estimates and judgments associated
with the reported consolidated financial statement amounts are appropriate in the
circumstances. Actual results could differ materially from these estimates under different
assumptions or conditions.

Revenue Recognition.   
Premium revenues from insurance contracts are recognized when
due from policyholders. Policies for which premium has not been received within the
applicable grace period from the due date are canceled. Fee and service income is
recognized when earned, the services have been provided and collectibility is reasonably
assured.

Investments.   
          Investment income is an important source of revenue, and the Companys
          return on invested assets has a material effect on net income. The
          Companys investment policy is subject to the requirements of insurance
          regulatory authorities. In addition, certain assets are held on deposit in
          specified states and invested in specified securities in order to comply with
          state law. Although the Company closely monitors its investment portfolio,
          available yields on newly invested funds and gains or losses on existing
          investments depend primarily on general market conditions. The Companys
          investment portfolio is managed by Frost National Bank.

Investment policy is determined by
the applicable Board of Directors of the Company and each of the Insurance Subsidiaries.
The Companys current investment policy is to balance its portfolio between long-term
and short-term investments so as to achieve long-term returns consistent with the
preservation of capital and maintenance of adequate liquidity to meet the payment of the
Companys policy benefits and claims. The current schedule of the Companys
invested asset maturities corresponds with the Companys expectations regarding
anticipated cash flow payments based on the Companys policy benefit and claim cycle,
which the Company believes is medium term in nature. The Company invests primarily in
fixed-income securities of the U.S. Government and its related agencies, investment grade
fixed-income corporate securities and mortgage-backed securities. The Companys
entire fixed maturity portfolio is classified as available for sale and
carried at market value.

The following table provides
information on the Companys fixed maturity investments, in thousands, as of December
31:

|                                     |             |  |      |       
|------------------------------------ | ----------- |  | ---- | ------
|                                     | 2004        |  | 2003 |       
|                                     |             |  |      |       
|                                     | MarketValue |  | %    |       
|                                     |             |  |      |       
|Fixed Maturities (at market value):  |             |  |      |       
|U.S. Government and related agencies |             |  | $    | 10,912
|State, county and municipal          |             |  |      | 2,309 
|Finance companies                    |             |  |      | 23,083
|Public utilities                     |             |  |      | 10,123
|Mortgage-backed securities           |             |  |      | 20,420
|All other corporate bonds            |             |  |      | 32,882
|                                     |             |  |      |       
|Total Fixed Maturities               |             |  | $    | 99,729
|                                     |             |  |      |       

Mortgage-backed securities comprised
20.5% of the Companys fixed maturity portfolio at December 31, 2004 as compared to
24.3% at December 31, 2003. Mortgage-backed securities are subject to risks associated
with variable pre-payments. This may result in these securities having a different actual
cash flow and maturity than expected at the time of purchase. Securities that have an
amortized cost greater than par and are backed by mortgages that prepay faster than
expected will incur a reduction in yield or a loss. Those securities with an amortized
cost lower than par that prepay faster than expected will generate an increase in yield or
a gain. In addition, the Company may incur reinvestment risks if market yields are lower
than the book yields earned on the securities. Prepayments occurring slower than expected
have the opposite impact. The Company may incur disinvestment risks if market yields are
higher than the book yields earned on the securities and the Company is forced to sell the
securities. The degree to which a security is susceptible to either gains or losses is
influenced by 1) the difference between its amortized cost and par, 2) the relative
sensitivity of the underlying mortgages backing the assets to prepayment in a changing
interest rate environment and 3) the repayment priority of the securities in the overall
securitization structure. There are negligible default risks in the mortgage-backed
securities portfolio as a whole as the vast majority of the assets are either guaranteed
by U.S. government-sponsored entities or are supported in the securitization structure by
junior securities enabling the assets to achieve high investment grade status.

The scheduled contractual maturities
of the Companys fixed maturity securities, excluding short-term investments at
December 31 are shown in the table below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or
without penalties.

|                                       |                |  |                |       
|-------------------------------------- | -------------- |  | -------------- | ------
|                                       | 2004           |  | 2003           |       
|                                       |                |  |                |       
|                                       | MarketValue    |  | %              |       
|                                       |                |  |                |       
|                                       | (in thousands) |  | (in thousands) |       
|Scheduled Maturity                     |                |  |                |       
|Due in one year or less                |                |  | $              | 2,003 
|Due after one year through five years  |                |  |                | 29,122
|Due after five years through ten years |                |  |                | 33,540
|Due after ten years                    |                |  |                | 14,644
|Mortgage-backed securities             |                |  |                | 20,420
|                                       |                |  |                |       
|Total fixed maturity securities        |                |  | $              | 99,729
|                                       |                |  |                |       

The following table summarizes
consolidated investment results (excluding unrealized gains or losses) for the indicated
year (in thousands, except percentages):

|                                               |      |  |     
|---------------------------------------------- | ---- |  | ----
|                                               | 2004 |  | 2003
|                                               |      |  |     
|Net investment income(1)                       |      |  | $   
|Net realized gain (loss) on investments        |      |  |     
|Average gross annual yield on fixed maturities |      |  |     

---

|(1) | Excludes interest on receivables from agents of $0.4 million, $1.0 million, and
          $1.5 million for the years ended December 31, 2004, 2003 and 2002, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Companys portfolio has an
average effective duration of five years, which reflects the medium-term nature of its
liabilities. As a result, a significant portion of the portfolio matures and is reinvested
each year.

The following table indicates by
rating the composition of the Companys fixed maturity securities portfolio,
excluding short-term investments at December 31:



|                                |                |  |                |       
|------------------------------- | -------------- |  | -------------- | ------
|                                | 2004           |  | 2003           |       
|                                |                |  |                |       
|                                | MarketValue    |  | %              |       
|                                |                |  |                |       
|                                | (in thousands) |  | (in thousands) |       
|Ratings(1)                      |                |  |                |       
|Investment grade:               |                | 
|U.S. Government and agencies    |                |  | $              | 19,892
|AAA                             |                |  |                | 12,384
|AA                              |                |  |                | 4,069 
|A                               |                |  |                | 32,545
|BBB                             |                |  |                | 28,505
|Non-Investment grade:           |                | 
|BB                              |                |  |                | 1,785 
|B and below                     |                |  |                | 549   
|                                |                |  |                |       
|Total fixed maturity securities |                |  | $              | 99,729
|                                |                |  |                |       

|(1) |  | Ratings are the lower of those assigned primarily by Standard & Poors
          and Moodys, when available, and are shown in the table using the Standard
          & Poors rating scale. Unrated securities are assigned ratings based on
          the applicable NAIC designation or the rating assigned to comparable debt
          outstanding of the same issuer. The Company had no unrated securities at
          December 31, 2004. NAIC 1 fixed maturity securities have been classified as
          A and NAIC 2 fixed maturity securities have been classified as
          BBB.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The NAIC assigns securities quality
ratings and uniform prices called NAIC Designations based upon the rating
agencies ratings, which are used by insurers when preparing their annual statutory
reports. The NAIC assigns designations to publicly-traded as well as privately-placed
securities. The ratings assigned by the NAIC range from Class 1 (highest quality rating)
to Class 6 (lowest quality rating). At December 31, 2004, 66.6%, 31.1% and 2.3% of the
market value of the Companys fixed maturity securities were rated NAIC 1, NAIC 2,
and NAIC 3 and below, respectively.

The Companys fixed maturity
securities consist predominately of public traded securities. All private
placement fixed maturity securities held were securities issued in the Rule 144A
market and comprise less than 2% of the Companys fixed maturity securities
portfolio.

The investment category and duration
of the Companys gross unrealized losses on fixed maturity securities at December 31,
2004 were as follows (in thousands):

|                                |                     |  |                   |        |             |  
|------------------------------- | ------------------- |  | ----------------- | ------ | ----------- | -
|                                | Less Than 12 Months |  | 12 Months or More |        | Total       |  
|                                |                     |  |                   |        |             |  
|                                | MarketValue         |  | UnrealizedLosses  |        | MarketValue |  
|                               
|Fixed maturity securities:      |                     |  |                   |        |             |  
|U.S. Government and agencies    |                     |  | $                 | 1,316  |             | $
|State, county and municipal     |                     |  |                   | 50     |             |  
|Finance companies               |                     |  |                   | 4,307  |             |  
|Public utilities                |                     |  |                   | 5,052  |             |  
|Mortgage-backed securities      |                     |  |                   | 5,898  |             |  
|All other corporate bonds (1)   |                     |  |                   | 7,129  |             |  
|                               
|                                |                     |  |                   |        |             |  
|Total fixed maturity securities |                     |  | $                 | 23,752 |             | $
|                                |                     |  |                   |        |             |  

(1)   
          The Company had no significant concentrations in any one corporate industry.

Gross unrealized losses represent
approximately 2% of the aggregate fair value of the related securities. Gross unrealized
loses are comprised of sixty-eight issues with 87% of the individual security issues
having an unrealized loss of less than $25,000. The gross unrealized losses include no
security issue having a market value below 93% of book value.

Gross unrealized losses consist of
sixty-six issues of investment-grade fixed maturities with $37.0 million market value with
unrealized losses of $766,000 and two issues of less than investment-grade fixed
maturities with $637,000 market value (1.7% of total market value of fixed maturity
securities with unrealized losses) with unrealized losses of $13,000 (1.7% of total
unrealized losses). Forty-eight issues of fixed maturities with $23.8 million market value
with unrealized losses of $261,000 have been in loss positions for less than one year.
Twenty issues with $13.9 million market value with unrealized losses of $518,000 have been
in loss positions for one year or more. Only one fixed maturity issue with a market value
of approximately $172,000 with an unrealized loss of approximately $2,000 has been is a
loss position for more than one year and is less than investment grade.

The Company monitors the financial
condition and operations of the securities rated below investment grade and of certain
investment grade securities on which there are concerns regarding credit quality. In
evaluating fixed maturities to determine whether any of the unrealized losses are other
than temporary, managements assessments as to the nature of declines in market
values are based upon historical operating trends, business prospects, status of the
industry in which the company operates, analyst ratings on the issuer and sector, the
quality of the investments, the severity and duration of the unrealized losses and the
Companys ability or intent to hold the investments. When new information becomes
available or the financial condition of the security issuer changes, the Companys
judgments may change, resulting in the recognition of a realized loss at that time. If
market value is less than the carrying amount and the decline in value is determined to be
other-than-temporary, an appropriate write-down is recorded. Significant losses in the
carrying value of investments resulting from changes in economic conditions, change in
state or federal laws and regulations and / or change in financial status of the security
issuers could have a material adverse effect on earnings in future periods.

The Company has reviewed all
securities in unrealized loss positions and concluded that there were no additional
other-than-temporary impairments as of December 31, 2004. Due to the security issuers
continued compliance with contractual terms and the expectation that the issuers will
continue to comply, as well as the evaluation of the issuers financial condition,
the Company believes that the securities in unrealized loss positions are not impaired.
During 2004, the Company recorded gross realized losses of approximately $105,000 of which
$64,000 related to other-than-temporary declines in fair value of available for sale fixed
maturity securities, approximately $15,000 related to called securities and $26,000
related to bonds with realized losses amounting to less than 1% of book value.

The scheduled contractual maturities
of the Companys fixed maturity securities in unrealized loss positions at December
31, 2004 are shown in the table below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or
without penalties.

|                                       |                | 
|-------------------------------------- | -------------- | 
|                                       |                | 
|                                       | AmortizedCost  | 
|                                       |                | 
|                                       | (in thousands) | 
|Scheduled Maturity                     |                | 
|Due in one year or less                |                | 
|Due after one year through five years  |                | 
|Due after five years through ten years |                | 
|Due after ten years                    |                | 
|Mortgage-backed securities             |                | 
|                                       |                | 
|Total fixed maturity securities        |                | 
|                                       |                | 

Agent Receivables.   
In the ordinary course of business, a subsidiary of USHEALTH advances
commissions on policies written by its general agencies and their agents. Net agent
receivables were $3.5 million and $4.5 million at December 31, 2004 and 2003,
respectively. Such subsidiary is reimbursed for these advances from the commissions earned
over the respective policys life. In the event that policies lapse prior to the time
the subsidiary has been fully reimbursed, the general agency or the individual agents, as
the case may be, are responsible for reimbursing the outstanding balance of the commission
advance. A reserve for uncollectible agents balances is routinely established based
upon historical experience and projected commission earnings. As of December 31, 2004 and
2003, the allowance for uncollectible commission advances was $3.6 million and $3.4
million, respectively.

Deferred Policy Acquisition Costs.   
Policy acquisition costs consisting of commissions and other policy
issue costs, which vary with and are primarily related to the production of new business,
are deferred and amortized over periods not to exceed the estimated premium-paying periods
of the related policies. Projected future levels of premium revenue are estimated using
assumptions as to interest, mortality, morbidity and withdrawals consistent with those
used in calculating liabilities for future policy benefits. Deferred policy acquisition
costs totaled $20.7 million and $21.8 million at December 31, 2004 and 2003, respectively.

A premium deficiency exists if the
present value of future net cash flows plus future policy benefit and claims reserves at
the calculation date is negative or less than net deferred policy acquisition costs. The
calculation of future net cash flows includes assumptions as to future rate increases and
persistency. The Company routinely evaluates the recoverability of deferred acquisition
costs in accordance with GAAP. At December 31, 2004, 2003 and 2002, there were no premium
deficiencies requiring recognition.

Deferred Tax Asset.   
The Companys net deferred tax asset before valuation allowance at
December 31, 2004 and 2003 was $17.8 million and $18.4 million, respectively. As the
Company reported substantial pre-tax losses for the year ended December 31, 2000,
principally due to losses from major medical products issued prior to July 2000,
applicable GAAP literature required that the Companys net deferred tax asset be
fully reserved as of December 31, 2000. The Company reported pre-tax losses for the years
ended December 31, 2004, 2003 and 2002. Accordingly, the Company has reported no income
tax benefit for 2004, 2003, and 2002 and the net deferred tax asset remains fully reserved
at December 31, 2004. Applicable GAAP literature provides that the deferred tax asset
valuation allowance may be eliminated once the Company achieves sustained profitability,
as defined, and management concludes that it is more likely than not, that all or some
portion of the deferred tax asset will be realized.

At December 31, 2004, the Company had
available tax net operating loss carryforwards (NOLs) of $62.1 million that
expire between 2012 and 2019. The establishment of a valuation allowance for GAAP does not
impair the availability of NOLs for utilization in the Companys federal income tax
return.

Claim Reserves.   
Claim reserves are established by the Insurance Subsidiaries for benefit
payments which have already been incurred by the policyholder but which have not been paid
by the applicable Insurance Subsidiary. Claim reserves totaled $24.6 million at December
31, 2004 as compared to $26.2 million at December 31, 2003. The process of estimating
claim reserves involves the active participation of experienced actuaries with input from
the underwriting, claims, and finance departments. The inherent uncertainty in estimating
claim reserves is increased when significant changes occur. Changes impacting the
Insurance Subsidiaries include: (1) changes in economic conditions; (2) changes in state
or federal laws and regulations, particularly insurance reform measures; (3) writings of
significant blocks of new business and (4) significant changes in claims payment patterns.
Because claim reserves are estimates, management monitors reserve adequacy over time,
evaluating new information as it becomes available and adjusting claim reserves as
necessary. Such adjustments are reflected in current operations.

Management considers many factors
when setting reserves including: (1) historical trends; (2) current legal interpretations
of coverage and liability; (3) loss payments and pending levels of unpaid claims; and (4)
product mix. Based on these considerations, management believes that adequate provision
has been made for the Companys claim reserves. Actual claims paid may deviate,
perhaps substantially, from such reserves. For a reconciliation of claim reserves, see
Note 8 to the Consolidated Financial Statements at Item 8.

Future Policy Benefit Reserves.   
Policy benefit reserves are established by each of the Insurance
Subsidiaries for benefit payments that have not been incurred, but are estimated to be
incurred, in the future. Policy benefit reserves totaled $53.5 million at December 31,
2004 as compared to $54.9 million at December 31, 2003. Policy benefit reserves are
calculated according to the net level premium reserve method and are equal to the
discounted present value of the applicable Insurance Subsidiarys expected future
policyholder benefits minus the discounted present value of its expected future net
premiums.

These present value determinations
are based upon assumed fixed investment yields, the age of the insured(s) at the time of
policy issuance, expected morbidity and persistency rates, and expected future
policyholder benefits. In determining the morbidity, persistency rate, claim cost and
other assumptions used in determining the Insurance Subsidiaries policy benefit
reserves, each Insurance Subsidiary relies primarily upon its own benefit payment history
and upon information developed in conjunction with actuarial consultants and industry
data. Persistency rates have a direct impact upon policy benefit reserves because the
determinations for this reserve are, in part, a function of the number of policies in
force and expected to remain in force to maturity. If persistency is higher or lower than
expected, future policyholder benefits will also be higher or lower because of the
different than expected number of policies in force, and the policy benefit reserves will
be increased or decreased accordingly.

Policy benefit reserve requirements
are also interrelated with product pricing and profitability. Each of the applicable
Insurance Subsidiaries must price their respective products at a level sufficient to fund
their policyholder benefits and still remain profitable. Because such claim and
policyholder benefits represent the single largest category of its operating expenses,
inaccuracies in the assumptions used to estimate the amount of such benefits can result in
the Insurance Subsidiaries failing to price their respective products appropriately and to
generate sufficient premiums to fund the payment thereof.

Because the discount factor used in
calculating policy benefit reserves is based upon the rate of return of the investments
designed to fund this reserve, the amount of the reserve is dependent upon the yield on
these investments. Provided that there is no material adverse experience with respect to
these benefits, changes in future market interest rates will not have an impact on the
profitability of policies already sold. Because fluctuations in future market interest
rates affect the yield on new investments, they also affect the discount factor used to
establish, and thus the amount of, its policy benefit reserves for new sales. In addition,
because an increase in the policy benefit reserves in any period is treated as an expense
for income statement purposes, market interest rate fluctuations can directly affect the
profitability for policies sold in such period. It is not possible to predict future
market interest rate fluctuations.

In accordance with GAAP, the
Insurance Subsidiaries actuarial assumptions are generally fixed, and absent
materially adverse benefit experience, they are not generally adjusted. Each of the
Insurance Subsidiaries monitors the adequacy of its policy benefit reserves on an ongoing
basis by periodically analyzing the accuracy of its actuarial assumptions. The adequacy of
policy benefit reserves may also be impacted by the development of new medicines and
treatment procedures which may alter the incidence rates of illness and the treatment
methods for illness and accident (such as out-patient versus in-patient care) or prolong
life expectancy. Changes in coverage provided by major medical insurers or government
plans may also affect the adequacy of reserves if, for example, such developments had the
effect of increasing or decreasing the incidence rate and per claim costs of occurrences
against which the applicable Insurance Subsidiary insures. An increase in either the
incidence rate or the per claim costs of such occurrences could result in the need to post
additional reserves, which could have a material adverse effect upon an Insurance
Subsidiaries business, financial condition or results of operations (see
Liquidity, Capital Resources and Statutory Capital and Surplus).

Reinsurance.   
          As is customary in the insurance industry, the Insurance Subsidiaries reinsure,
          or cede, portions of the coverage provided to policyholders to other insurance
          companies on both an excess of loss and a coinsurance basis. Cession of
          reinsurance is utilized by an insurer to limit its maximum loss; thereby,
          providing a greater diversification of risk and minimizing exposures on larger
          risks. Reinsurance does not discharge the primary liability of the original
          insurer with respect to such insurance, but the Company, in accordance with
          prevailing insurance industry practice, reports reserves and claims after
          adjustment for reserves and claims ceded to other companies through reinsurance.

The Insurance Subsidiaries reinsure
risks under each of their respective major medical policies on an excess of loss basis so
that its net payments on any one life insured under the policy are limited for any one
calendar year to $150,000. Risks under its Medicare Supplement policies are not reinsured.
Certain risks under the Insurance Subsidiaries Accidental Death policies are one
hundred percent (100%) reinsured. Under its life insurance reinsurance agreement, FLICA
and NFL retain fifty percent (50%) of the coverage amount of each of its life insurance
policies written prior to June 30, 2004 and in force up to a maximum of $65,000. NFL
reinsures, through an excess of loss reinsurance treaty, a closed block of annually
renewable term life insurance policies. NFLs retention limit is $25,000 per year. In
accordance with industry practice, the reinsurance arrangements in force with respect to
these policies are terminable by either party with respect to claims incurred after the
termination and expiration dates.

At December 31, 2004, approximately
$1.0 million of the $2.4 million recoverable from reinsurers is related to paid losses. Of
this balance, all was recoverable from reinsurers rated A or higher by the
A.M. Best Company.

Statutory Accounting Practices.   
The Insurance Subsidiaries are required to report their results
of operations and financial position to state regulatory agencies based upon statutory
accounting practices (SAP). See Item 1  Business 
Regulation for a description of the principle differences between GAAP and SAP
accounting. The immediate charge off of sales and acquisition expenses and the sometimes
conservative claim cost and other reserve valuation assumptions under SAP generally cause
a lag between the sale of a policy and the emergence of reported earnings. Because this
lag can reduce gain from operations on a SAP basis, it can have the effect of reducing the
amount of funds available for dividend distributions from the Insurance Subsidiaries (see
Liquidity, Capital Resources and Statutory Capital and Surplus).



# OPERATING RESULTS

Results of operations for USHEALTH
are reported below for the years ended December 31, 2004, 2003 and 2002.

|                                                  |      |  |     
|------------------------------------------------- | ---- |  | ----
|                                                  | 2004 |  | 2003
|                                                  |      |  |     
|Premiums                                          |      |  | $   
|Other                                             |      |  |     
|Net investment income                             |      |  |     
|Net realized gain (loss) on investments           |      |  |     
|                                                  |      |  |     
|Total insurance revenues                          |      |  |     
|Benefits and claims                               |      |  |     
|Commissions                                       |      |  |     
|Change in deferred acquisition costs              |      |  |     
|General and administrative expense                |      |  |     
|Special executive compensation and severance      |      |  |     
|Taxes, licenses and fees                          |      |  |     
|Interest expense on bank facilities               |      |  |     
|Interest expense on note payable to related party |      |  |     
|Interest expense on redeemable preferred stock    |      |  |     
|                                                  |      |  |     
|Total insurance operating expenses                |      |  |     
|                                                  |      |  |     
|Insurance operating results                       |      |  |     
|                                                  |      |  |     
|Fee and service income (1)                        |      |  |     
|Fee and service expenses (1)                      |      |  |     
|                                                  |      |  |     
|Fee and service results                           |      |  |     
|                                                  |      |  |     
|(Loss) income from continuing operations before   |      | 
|income taxes                                      |      |  |     
|Federal income tax expense                        |      |  |     
|                                                  |      |  |     
|Loss from continuing operations                   |      |  |     
|                                                  |      |  |     
|Loss from discontinued operations, including loss |      | 
|on disposal in 2004 of ($1,369)(1)                |      |  |     
|Federal income tax expense                        |      |  |     
|                                                  |      |  |     
|Loss from discontinued operations                 |      |  |     
|                                                  |      |  |     
|Net loss                                          |      |  |     
|Preferred stock dividends                         |      |  |     
|                                                  |      |  |     
|Loss applicable to common stockholders            |      |  | $   
|                                                  |      |  |     
|Insurance operating ratios*                       |      | 
|Benefits and claims                               |      |  |     
|Commissions                                       |      |  |     
|Change in deferred acquisition costs              |      |  |     
|General and administrative expense                |      |  |     
|Taxes, licenses and fees                          |      |  |     

|(1) |  | In October 2004, the Company sold its printing subsidiary, Westbridge Printing
          Services, Inc. (WPS). The operating results of WPS are presented as
          loss from discontinued operations. Reclassifications of prior years
          amounts have been made to conform to the 2004 presentation.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Ratios
are calculated as a percent of premiums with the exception of the general and
administrative expense ratio, which is calculated as a percent of premiums plus other
insurance revenues.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Overview.   
          The Company reported net losses of ($2.3) million, ($1.3)
          million, and ($0.9) million for 2004, 2003 and 2002, respectively. The ($1.0)
          million increase in the net loss from 2003 to 2004 was principally due to
          non-recurring charges of ($3.0) million for executive compensation and severance
          and a ($1.1) million increase in loss from discontinued operations offset by a
          $3.3 million decrease in interest expense on notes payable to and redeemable
          preferred stock held by related parties.

Effective September 1, 2004, Benjamin
M. Cutler was appointed Chairman and Chief Executive Officer of the Company. In connection
with Mr. Cutlers employment agreement, the Company recorded a $2.0 million liability
for deferred compensation and $308,000 in employment expenses. In addition, the Company
paid severance expense of approximately $727,000 to its former Chairman.

On October 29, 2004, the Company sold
its printing subsidiary and exited the printing business. The loss from discontinued
operations of ($2.1) million for 2004 is comprised of a ($1.4) million loss on sale of the
printing subsidiary and a ($0.7) million operating loss compared to a ($1.1) million
operating loss for 2003.

Interest expense on the note payable
to related party decreased due to the restructuring of the note payable on December 31,
2003 that reduced the interest rate from 12% to 6% per annum. The Companys preferred
stock was converted to common stock on March 15, 2004.

On March 15, 2004, USHEALTHs
shareholders approved an amendment to the Companys Certificate of Incorporation to
increase the authorized number of shares of common stock to 75 million shares from 30
million shares. The approval of this amendment resulted in the automatic conversion of all
37,504 outstanding shares of the Companys convertible participating Series B
preferred stock into 43,995,026 shares of common stock and eliminated the requirement to
pay preferred stock dividends. As a result, preferred stock dividends of $430,000 accrued
through March 15, 2004 were credited to capital in excess of par value and had no impact
on total stockholders equity.

The results of operations for 2003
are not comparable to 2002 due to the third quarter 2003 implementation of Statement of
Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity (SFAS 150). Pursuant to
SFAS 150, dividends of $1.9 million accrued subsequent to June 30, 2003 on the
Companys Series A Preferred stock outstanding were classified as interest expense, a
component of pre-tax income, instead of a direct deduction to common stockholders
equity. Excluding the impact of SFAS 150, the $1.4 million improvement in net income for
2003 as compared to 2002 was comprised principally of a $0.9 million increase in insurance
operating results attributable to a 3.0 percentage point decline in the benefits and claim
ratio.

The following narratives discuss the
principal components of insurance operating results.

Premiums.
          The Insurance Subsidiaries premium revenue is derived principally from
          the following medical expense reimbursement products: comprehensive major
          medical, hospital/surgical medical expense, supplemental products including
          specified disease coverage and Medicare supplement. Comprehensive major medical
          products are generally designed to reimburse insureds for eligible expenses
          incurred for hospital confinement, surgical expenses, physician services,
          outpatient services, and the cost of laboratory and diagnostic services, as well
          as inpatient medicines. Hospital surgical medical expense products are similar
          to comprehensive major medical products with respect to benefits for inpatient
          services, except that deductibles and coinsurance provisions are generally
          higher. However, benefits for outpatient services are generally more limited
          under hospital/surgical medical expense coverage than comprehensive major
          medical coverage. Supplemental products include blanket group accident
          coverages, blanket group hospital daily indemnity coverages, as well as
          individual indemnity policies for hospital confinement and convalescent care for
          treatment of specified diseases and event specific individual
          policies, which provide fixed benefits or lump sum payments directly to the
          insured upon diagnosis of certain types of internal cancer or heart disease.
          Prior to 1998, the Insurance Subsidiaries also underwrote Medicare supplement
          products and continue to receive renewal premiums from such policies.

Premium revenue, in thousands, for
each major product line is set forth below:



|                                |      |  |     
|------------------------------- | ---- |  | ----
|                                | 2004 |  | 2003
|                                |      |  |     
|Major medical:                  |      |  |     
|First-year                      |      |  | $   
|Renewal                         |      |  |     
|                                |      |  |     
|                                |      |  | $   
|                                |      |  |     
|Supplemental specified disease: |      | 
|First-year                      |      |  |     
|Renewal                         |      |  |     
|                                |      |  |     
|                                |      |  | $   
|                                |      |  |     
|Medicare supplement:            |      | 
|Renewal                         |      |  | $   
|Other                           |      |  |     
|                                |      |  |     
|Consolidated Premium Revenue    |      |  | $   
|                                |      |  |     

Total premiums decreased by (9.2%) in
2004 and (8.5%) in 2003 as compared to the corresponding prior year period. Major medical
premiums declined due to lower new business sales resulting from delays in new product
deliveries to NCM and a disciplined pricing philosophy focused upon profitability. In
addition, supplemental specified disease and Medicare supplement premiums declined due to
normal lapsing of policies.

Benefits and Claims.   
Benefits and claims are comprised of (1) claims paid, (2) changes
in claim reserves for claims incurred (whether or not reported), and (3) changes in future
policy benefit reserves (see Financial Condition  Claims Reserves and
Future Policy Benefit Reserves). The 2.1 percentage point improvement in the
ratio of consolidated benefits and claims to consolidated premiums in 2004 as compared to
2003 and the 3.0 percentage point improvement in 2003 as compared to 2002 is principally
attributable to the Companys adherence to a disciplined pricing philosophy for both
new major medical product sales and in force insurance policies and the accelerated
lapsing of unprofitable major medical products marketed prior to July 2000.

For the past several years, the costs
of medical services covered by the Companys major medical insurance policies has
increased significantly, with medical inflation averaging 15% to 20% annually in
comparison to an average increase in the consumer price index of 3%. To maintain the 2004
ratio of claims and benefits to premium into future periods, the Company must accurately
estimate future medical inflation and implement timely premium rate increases for both new
major medical product sales and the majority of its in force insurance policies, including
supplemental specified disease and Medicare supplement policies.

Commissions.   
          The commissions to premiums ratio decreased by 0.7 and 0.8 percentage points in
          2004 and 2003, respectively, as compared to the corresponding prior year as a
          result of the decrease in first year major medical premiums. Commission rates on
          first year premiums are significantly higher than those for renewal premiums.

# LIQUIDITY, CAPITAL
RESOURCES, AND STATUTORY CAPITAL AND SURPLUS

General.The primary sources of cash for the Companys consolidated
          operations are premiums and fees from insurance policies, sales and maturity of
          invested assets and investment income while the primary uses of cash are
          payments of insurance policy benefits, claims and commissions, and general
          operating expenses. Net cash provided by (used in) operations totaled $1.8
          million, ($1.1) million and ($5.0) million for the years ended December 31,
          2004, 2003 and 2002, respectively. The increase in cash provided / decrease in
          cash used by operations from year to year is principally due to a decline in the
          cash basis ratio of benefits and claims to premiums.

USHEALTH is a holding company, the
principal assets of which consist of the capital stock of its subsidiaries and invested
assets. USHEALTHs principal sources of funds are comprised of dividends from its
non-insurance subsidiaries. The Insurance Subsidiaries are precluded from paying dividends
without prior approval of the Texas Insurance Commissioner, as the Insurance
Subsidiaries earned surplus is negative due to statutory losses incurred prior to
2003 (see Business  State Regulation at Item 1). USHEALTHs
principal uses of cash are for general and administrative expenses and to make
discretionary additional investments in its Insurance Subsidiaries in the form of capital
contributions to maintain desired statutory capital and surplus levels. USHEALTH funded
capital contributions to the Insurance Subsidiaries totaling approximately $812,000 and
$2.3 million during 2003 and 2002, respectively, and made no capital contributions during
2004. The Insurance Subsidiaries reported statutory net income (losses) for 2004, 2003,
and 2002 of $2.6 million, $1.1 million, and ($2.7) million, respectively. As of December
31, 2004, USHEALTH had approximately $3.5 million in unrestricted cash and invested assets
as compared to $2.4 million at December 31, 2003.

Conversion of Related Party Preferred Stock.   
On March 15, 2004, USHEALTHs shareholders approved
an amendment to the Companys Certificate of Incorporation to increase the authorized
number of shares of common stock to 75 million shares from 30 million shares. The approval
of this amendment resulted in the automatic conversion of all 37,504 outstanding shares of
the Companys Series B convertible participating preferred stock (Series B
Preferred Stock) into 43,995,026 shares of common stock. All outstanding shares of
the Series B Preferred Stock were held by Special Situations Holdings, Inc. 
Westbridge (SSHW), the Companys largest shareholder. The conversion of
the Series B Preferred Stock increased the ownership percentage of SSHW in the
Companys common stock to approximately 93% from 49%.

Related Party Financing.   
USHEALTH received debt financing to fund an $11 million capital
contribution to FLICA in April 2001 from Credit Suisse First Boston Management LLC,
(CSFBM), which is an affiliate of SSHW (USHEALTHs largest common
stockholder), and a subsidiary of Credit Suisse First Boston LLC (CSFB). The
Credit Agreement relating to that loan (CSFBM Credit Agreement) provided
USHEALTH with total loan commitments of $11 million, all of which were drawn in April
2001. Under restructured terms effective December 31, 2003, the loan bears interest at a
rate of 6% per annum and matures in March 2010. Absent any acceleration following an event
of default, USHEALTH may elect to pay interest in kind by issuance of additional notes.
During 2004, USHEALTH issued approximately $958,000 in additional notes for payment of
interest in kind which increased the notes payable balance to CSFBM at December 31, 2004
to approximately $16.2 million. USHEALTHs obligations to CSFBM are secured, pursuant
to a guaranty and security agreement and pledge agreements, by substantially all of the
assets of USHEALTH and its subsidiaries (excluding the capital stock and the assets of
AICT, FLICA, NFL, NFIC, NCM, Ascent Funding, Inc. and Ascent Management,Inc., some or all
of which is pledged as collateral for bank financing described below). USHEALTHs
subsidiaries (other than those listed above) have also guaranteed USHEALTHs
obligations under the CSFBM Credit Agreement. At December 31, 2004, there were no events
of default.

Bank Financing.   
The majority of commission advances to NCMs and ACBs agents are
financed through Ascent Funding, Inc. (AFI), an indirect wholly owned
subsidiary of USHEALTH. On December 31, 2003, AFI entered into a Credit Agreement (the
Credit Agreement) with Frost National Bank (Frost) that provides
AFI with a $3.0 million revolving loan facility, the proceeds of which are used to
purchase agent advance receivables from NCM and other affiliates. As of December 31, 2004
and 2003, $250,000 and $500,000, respectively, were outstanding under the Credit
Agreement. The Credit Agreement as amended matures on January 15, 2007, at which time the
outstanding principal and interest will be due and payable. The Company maintains an agent
receivable financing arrangement to facilitate growth in new business sales.

AFIs obligations under the
Credit Agreement are secured by liens upon substantially all of AFIs assets.
AFIs principal assets at December 31, 2004 are net agent receivables of $3.5
million. In addition, NCM, ACB and USHEALTH have guaranteed AFIs obligation under
the Credit Agreement, and have pledged all of the issued and outstanding shares of the
capital stock of AFI, NFL, and FLICA as collateral for those guaranties (the
Guaranty Agreements). As of December 31, 2004, there were no events of default
under the Credit or Guaranty Agreements.

Inflation.   
Inflation impacts claim costs and overall operating costs and,
          although inflation has been lower in the last few years, hospital and medical
          costs have still increased at a higher rate than general inflation, especially
          prescription drug costs. New, more expensive and wider use of pharmaceuticals is
          inflating health care costs. The Company will continue to establish premium
          rates in accordance with trends in hospital and medical costs along with
          concentrated efforts in various cost containment programs. However, there can be
          no assurance that these efforts will fully offset the impact of inflation or
          that increases in premium rates will equal or exceed increasing healthcare
          costs.



# CONTRACTUAL OBLIGATIONS

The following table provides
information on the Companys known contractual obligations, in thousands, as of
December 31, 2004:

|                                 |                        |         |                 |        |           | 
|-------------------------------- | ---------------------- | ------- | --------------- | ------ | --------- | 
|                                 | Payments due by period
|                                 |                        |         |                 |        |           | 
|Contractual obligations          | Total                  |         | Less Than1 Year |        | 1-3 Years | 
|                                 |                        |         |                 |        |           | 
|Note payable to related party(1) |                        |         | $               | 16,228 |           | 
|Note payable to bank(2)          |                        |         |                 | 250    |           | 
|Future policy benefits (3)       |                        |         |                 | 53,493 |           | 
|Claim liabilities (3)            |                        |         |                 | 24,619 |           | 
|Executive compensation (4)       |                        |         |                 | 2,000  |           | 
|Capital lease obligations        |                        |         |                 | 228    |           | 
|Operating lease obligations(5)   |                        |         |                 | 5,681  |           | 
|                                 |                        |         |                 |        |           | 
|                                 | $                      | 102,499 |                 | $      | 31,378    | 
|                                 |                        |         |                 |        |           | 

|(1) |  | Excludes interest at a rate equal to 6% that may be paid in cash or in kind by
          issuance of additional notes.
|--- |  | ----------------------------------------------------------------------------------------------------------------------

|(2) |  | Excludes interest at a rate equal to the Prime Rate, plus one-half percent per
          annum.
|--- |  | -----------------------------------------------------------------------------------------------

|(3) |  | The payments related to future policy benefits and claim liabilities have been
          projected utilizing assumptions based upon the Companys historical
          experience and anticipated future experience. Significant uncertainties relating
          to these liabilities include morbidity, mortality, persistency, expenses,
          inflation, contract terms and the timing of payments. The determinations of
          these liability amounts are based upon estimates and the timing of payments are
          not always reasonably fixed and determinable. As such, the amounts of the
          payments and the timing of such payments may actually differ from those
          presented in the above table.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Excludes interest at a rate equal to 6% per annum.
|--- |  | --------------------------------------------------

|(5) |  | Includes payments under a lease for a printer whereby USHEALTH is contractually
          a co-lessee. Under terms of the sale and purchase agreement of its printing
          subsidiary, the former printing subsidiary and the new owner of such former
          printing subsidiary are primarily liable.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



# PART IV

# ITEM 15  EXHIBITS,
FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)    
          The documents set forth below are filed as part of this report.

Exhibits:

The following exhibits are filed
herewith.

|31.1* | Certification  of Benjamin M.  Cutler,  Chairman  and Chief  Executive  Officer of the Company  pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|31.2* | Certification  of Cynthia B. Koenig,  Chief  Financial  Officer and  Treasurer  of the Company  pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

# (b) Reports on Form 8-K

Since the registrant filed its 10-K
on March 9, 2005, the registrant filed a Report on Form 8-K dated May 3, 2005 under
Item 9. Regulation FD Disclosure and also under Item 12. Results of
Operations and Financial Condition attaching a copy of the registrants press release
reporting the registrants financial results for the first quarter of 2005.




*Filed Herewith.




SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) 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, on
the 21st day of June 2005.

| | USHEALTH GROUP, INC.                                                                                                                
| | ------------------------------------------------------------------------------------------------------------------------------------
|
| | /s/ Cynthia B. KoenigCynthia B. Koenig
Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)