IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

____________________________________________

 :

MICHELE RICCI, : CIVIL ACTION

 Plaintiff, :

 VS. :

:

AETNA, INC., D/B/A :

AETNA U.S. HEALTHCARE AND :

AETNA LIFE INSURANCE COMPANY, : NO. 02-CV-4330

 Defendants. :

___________________________________________ :

 PLAINTIFF’S MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF’S 

 RESPONSE TO DEFENDANT, AETNA, INC., D/B/A AETNA U.S. 

 HEALTHCARE AND AETNA LIFE INSURANCE COMPANY’S MOTION 

 TO DISMISS PLAINTIFF’S AMENDED COMPLAINT AND TO STRIKE 

 PLAINTIFF’S JURY DEMAND

Plaintiff, Michele Ricci, by and through her counsel, submits this Memorandum of

Law in support of her response to defendant, Aetna, Inc., d/b/a Aetna U.S. Healthcare and

Aetna Life Insurance Company’s (hereinafter referred to as defendant, “Aetna”) Motion to

Dismiss Plaintiff’s Amended Complaint, and to strike Plaintiff’s Jury Demand.

I. FACTS

This case arises from a denial of long term disability benefits to the Plaintiff by

defendant, Aetna. The facts relevant to the instant Motion to Dismiss under F.R.C.P. 12

(b)(6) are adequately set forth in Plaintiff’s Amended Complaint attached hereto as Exhibit

“A”. Plaintiff’s Amended Complaint contains three (3) claims for relief. The first claim for

relief requests damages pursuant to Pennsylvania’s Bad Faith Statute § 42 Pa. C.S.A. § 8371.

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 1 of 16
2

The second claim for relief seeks any and all remedies available under ERISA at 29 U.S.C.A.

§ 1132 (a)(1)(A) and (B). The third claim for relief Plaintiff seeks additional remedies under

ERISA contained in 29 U.S.C.A. § 1132 (c)(1) through (7).

II. LEGAL ARGUMENT

A. THE STANDARD FOR F.R.C.P. 12 (b) (6)

A Motion to Dismiss pursuant to F.R.C.P. 12 (b) (6) may be granted only if, after

accepting all well pleaded allegations in the Complaint as true, and viewing them in the way

most favorable to the Plaintiff, the Plaintiff is not entitled to relief. In Re Burlington Coat

Factory Sec. Litig., 114 F. 3rd 1410, 1420 (3d Cir. 1997), citing Bartholomew v. Fischl, 782

F. 2d 1148, 1152 (3d Cir. 1986). The issue is not whether Plaintiff will ultimately prevail,

but whether the claimant is entitled to offer evidence to support the claims. Id. (quoting

Scheuer v. Rhodes, 416 U.S. 232, 236 (1974). Further, under Rule 12 (b) (6), a defendant

bears the burden of demonstrating that a plaintiff has not stated a claim upon which relief can

be granted. See eg, Cohen v. Kurtzman, 45 F. Sup. 2d 423, 429 (D.N.J. 1999), (citing Kehr

Packages, Inc. v. Fidel Corp., Inc., 926 F. 2d 1406, 1409 (3d Cir.) Cir. denied, 501 U.S.

1222, 111 S.Ct. 2839 (1991). Dismissal under Rule 12 (b) (6) is limited to those instances

where it is certain that no relief could be granted under any set of facts that could be proved.

Powell v. Ridge, N.o. CIV. A. 98-1223, 1998 WL E4727, at 3 (E.D.Pa. November 19, 1998).

B. PLAINTIFF’S BAD FAITH CLAIM IS SAVED FROM

PREEMPTION BECAUSE IT SATISFIES THE

MANDATORY AND BINDING LAW ENUNCIATED BY

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 2 of 16
3

THE UNITED STATES SUPREME COURT IN UNUM

INSURANCE CO. OF AMERICA V. WARD., 526 S. 358

(1999) AND RUSH PRUDENTIAL HMO, INC. V. MORAN,

122 U.S.Ct. 2151 (2002)

The ERISA preemption clause, ERISA § 514 (a) which is 29 U.S.C. § 1144 (a),

provides:

Except as provided in sub-section (b) of this section (the savings clause), the

provisions of this sub-chapter and sub-chapter III of this chapter shall

supercede any and all state laws insofar as they may now or hereafter relate to

any employee benefit plan...

ERISA’s savings clause, however, exempts from preemption “any law of any state

which regulates insurance”. ERISA § 514 (b) (2) (A), 29 U.S.C. § 1144 (b) (2) (A).

The Supreme Court has applied the following two (2) prong approach in determining

whether a statute “regulates insurance”. First, the Court considers whether from a “common

sense view of the matter,” the state statute in question regulates insurance. Unum, 526 U.S.

367. Second, the Court considers the following three factors in determining whether “the

regulation fits within the ‘business of insurance’ as that phrase is used in the McCarran -

Ferguson Act,” McCarran - Ferguson 59 STAT. 33, as amended at 15 U.S.C. § 10, 11 et seq:

1) Whether the practice has the effect of transferring or spreading a

policyholder’s risk;

2) Whether the practice is an integral part of the policy relationship between

the insurer and the insured; and

3) Whether the practice is limited to entities within the insurance industry.

Unum, 526 U.S. 367.

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 3 of 16
1

 As discussed in the Rosenbaum Opinion, it is not clear whether a statute must satisfy

more than one (1) of the McCarran - Ferguson factors in order to be covered by ERISA’s

savings clause. Plaintiff contends that in the spirit of Rosenbaum, Unum and Rush, the

McCarran - Ferguson factors are only guide posts to making a determination of whether or

not a statute is saved from preemption. Plaintiff urges this Court that in the present case,

Pennsylvania’s bad faith statute is indeed saved from preemption because meets at least one

(1) of the McCarran - Ferguson factors (and arguably two (2) of these factors) as well as the

common sense test.

4

The Unum case decided by the Supreme Court in 1999 marked a significant change

in the application of the common sense\McCarran - Ferguson test. For the first time, the

Court explained that a state statute does not have to meet each of the McCarran - Ferguson

factors in order to qualify for ERISA’s savings clause. Rosenbaum v. Unum, 2002 WL

1769899 (E.D.Pa. 2002); citing Unum, 526 U.S. 373 (“We reject Unum’s assertion that a

state regulation must satisfy all three (3) McCarran - Ferguson factors in order to ‘regulate

insurance’”). Rather, the Unum Court found that the McCarran- Ferguson factors are

“considerations to be weighed” in determining whether a state law regulates insurance. Id.

This decision clarified the Court’s previous rulings in Pilot Life Insurance Co. v. Dedeaux,

481 U.S. 41, 107 S. Ct. 1549 (1987) and Metropolitan Life Insurance Co. v. Mass. , 471 U.S.

724 (1985) which had required compliance with each of the McCarran - Ferguson factors.

Rosenbaum, 2002 WL 1769899 page 2; citing Unum, 526 U.S. 373. Most recently, in Rush

the Supreme Court reaffirmed Unum’s holding by finding an Illinois state statute qualified

under ERISA’s saving clause by meeting two (2) of the McCarran - Ferguson factors. Id.,

citing Rush, 122 S. Ct. 2163. 1

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 4 of 16
5

In the present case, Pennsylvania’s Bad Faith Statute, § 42 Pa.C.S.A.

§ 8371, entitled “Actions on Insurance Policies,” is at issue. The statute provides:

In an action arising under an insurance policy, if the Court finds

that the insurer has acted in bad faith toward the insured, the

Court may take all of the following actions:

(1) Award interest on the amount of the claim from the date that

the claim was made by the insured in an amount equal to the

prime rate of interest plus three (3%) percent;

(2) Award punitive damages against the insurer; and

(3) Access court costs and attorneys fees against the insurer.

Turning to the application of the common sense view it is clear that under the common

sense view of ERISA’s savings clause that Pennsylvania’s Bad Faith Statute “regulates an

insurance” and is specific to the insurance industry. As stated in the Rosenbaum Decision,

one need look no further than the statute’s title, “actions on insurance policies”.

Furthermore, the statute limits it application to “actions arising under an insurance policy.....”

Rosenbaum, 202 WL 176899 page 3.

Recent cases decided by judges in this district are in agreement with Judge

Newcomer’s conclusion with respect to the common sense view that Pennsylvania’s Bad

Faith Statute “regulates insurance”. See Judge Buckwalter’s Opinion in Sprecher v. Aetna

U.S. Healthcare Inc., 2002 WL 1917711 (E.D. Pa. August 19, 2002); Judge Bartle’s Opinion

in Kirkhuff v. Lincoln Technical Institute, Inc., 2002 U.S. Dist. Lexus 17196 (E.D. Pa.

September 6, 2002); and Judge Baylson’s Opinion in Bell v. Unum Provident Corporation,

2002 WL 31099792 (E.D. Pa. September 19, 2002). The Rosenbaum, Sprecher, Kirkhuff

and Bell Courts in this district all agree that the first McCarran - Ferguson factor which asks

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 5 of 16
6

“whether the state law court has the affect of transferring of spreading of policyholder’s risk”

is not met and with respect to the third McCarran - Ferguson factor which requires that the

statute be limited to entities within the insurance industry, is met by the Pennsylvania Bad

Faith Statute. The only McCarran - Ferguson factor that the Courts in Sprecher, Kirkhuff

and Bell disagree with the Rosenbaum Court on is the second McCarran - Ferguson factor

which requires that the state’s statute serve as a “integral part of the policy relationship

between the insurer and the insured which requires that the state statute in some manner

control the terms of the insurance relationship by changing the bargain between the insurance

company and the insured.” See Unum Life Ins. Co. 526 U.S. 374, 119 S.Ct. 1389. 

The Plaintiff in the instant case contends that this Court should adopt the reasoning

of the Rosenbaum Court with respect to finding that the Pennsylvania Bad Faith Statute is

an integral part of the policy relationship. One needs only to look at the Rosenbaum Court’s

reasoning behind this conclusion. In Rosenbaum, Judge Newcomer indicated that in Unum,

the Supreme Court found that a California statute requiring an insurer to “prove prejudice

before enforcing a timeliness of claim provision” created a mandatory contract term between

the two (2) parties. Unum, 526 US 375. In Rush, the Court examined an Illinois statute

requiring HMO’s to provide independent review of disputes with primary care physicians,

and to cover any costs deemed medically necessary by the independent reviewer. The Court

found in Rush that the statute provided a “legal right to the insured” and an “obvious”

contractual requirement which was “an integral part of the policy relationship”. Rush, 122

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 6 of 16
7

S. Ct. 2164. These cases suggest that a statute plays an integral part in the policy where it

affords the party’s rights or remedies other than those originally bargained for in effect

creating a new mandatory contract term. 

Turning to the Pennsylvania Bad Faith Statute in the present case, Judge Newcomer’s

Opinion in Rosenbaum with respect to the second McCarran - Ferguson factor requiring that

the statute be an integral part of the policy relationship, is clearly satisfied by the Bad Faith

Statute. Pennsylvania’s Bad Faith Statute is exactly that, a statute that creates rights or

remedies other than those originally bargained for, in effect, creating a new mandatory

contract term. The argument is that even though the Aetna insurance policy in the instant

case may not contain a specific contractual provision that allows the claimant to seek

remedies afforded under the Pennsylvania Bad Faith Statute, under the reasoning found in

Unum and Rush, and reiterated by Judge Newcomer in Rosenbaum, Pennsylvania’s Bad

Faith Statute is certainly contemplated by the defendant as a potential remedy which may be

used by any claimant who chooses to enter into an insurance contract with defendant, Aetna.

Similar to the statutes in Unum and Rush, Pennsylvania’s Bad Faith Statute does not appear

in the language of the insurance contract itself, but certainly does factor into (1) defendant,

Aetna’s potential exposure if it does not act in good faith with respect to the contractual

terms; as well as (2) the claimant’s ability to seek remedies as a result of the failure of the

defendant to act in good faith with respect to honoring the insurance contract. 

Therefore, under the law as applied to the facts in the instant case, dismissal of Plaintiff’s bad

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 7 of 16
8

faith claim pursuant to F.R.C.P. 12 (b) (6) is inappropriate because Plaintiff’s bad faith claim

is saved from preemption and thus it is not certain that no relief could be granted under any

set of facts that could be proved in this case. Thus, defendant, Aetna’s Motion to Dismiss

under F.R.C.P. 12 (b) (6) must be denied.

C. PENNSYLVANIA’S BAD FAITH STATUTE IS NOT

CATEGORICALLY PREEMPTED BY ERISA’S EXCLUSIVE

ENFORCEMENT SCHEME

The Supreme Court in Rush specifically declared that any state law that added to the

judicial remedies provided by “ERISA...violates ERISA’s policy of inducing employers to

offer benefits assuring a predictable set of liabilities, under the uniform standards or primary

conduct and a uniform regime of alternate remedial orders and awards when a violation has

occurred” Rush 122 S. Ct. 2166. However, in the instant case, the Pennsylvania Bad Faith

Statute is not adding to the judicial remedies provided by ERISA ,but, to the contrary, such

remedies provided in Pennsylvania’s Bad Faith Statute are contemplated in ERISA. 

Under ERISA, a participant or beneficiary may seek benefits to enforce and clarify

rights under the plan; obtain equitable relief to enjoin or redress violations, or to enforce

provisions of the plan. 29 U.S.C.A. § 1132 (a). Additionally, one may seek to remove a

fiduciary, and to recover losses to the plan resulting from a breach of fiduciary duty. 29

U.S.C.A. § 1109 and 1132 (a). ERISA also permits the award of attorneys fees. 29 U.S.C.S.

§ 1132 (g). Most importantly, however, ERISA authorizes a court to use its discretion to

order “such other relief as it deems proper” as part of the remedies provided under ERISA.

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 8 of 16
2

 It is Plaintiff’s position that as of the date of this Memorandum of Law, it appears

as if no party has ever presented the argument that ERISA’s enforcement provision

(specifically the provision located 1132 (c) (1) in which the court “may in its discretion order

such other relief as it deems proper”) contemplate a remedy such as is provided in

Pennsylvania’s Bad Faith Statute.

9

This is specifically stated in 29 U.S.C.A. § 1132 (c) (1). Arguably, this language which

allows “such other relief as it deems proper” opens ERISA up to authorizing a participant or

beneficiary to obtain punitive damages or interest as allowed under Pennsylvania’s Bad Faith

Statute. In this sense, the Kirkhuff, Sprecher and Bell courts in this district failed to consider

this language before concluding that Pennsylvania’s Bad Faith Statute was categorically

preempted. 

2

D. JURY TRIAL DEMAND

Plaintiff stipulates that with respect to her ERISA claims (see Counts II and III) of

Plaintiff’s Amended Complaint and Exhibit “A”), no jury trial is permitted. However, with

respect to the Plaintiff’s Bad Faith Claim (See Count I and Exhibit “A”) Plaintiff is reserving

the right upon this Court’s decision to demand a Jury Trial with respect to her Bad Faith

Claim. Alternatively, if this Court does indeed allow Plaintiff’s Bad Faith Claim to go

forward and does not allow a Jury Trial, we respectfully request that the Bad Faith Claim be

entertained along with Plaintiff’s other ERISA claims in a bench Trial.

E. PLAINTIFF’S AMENDED COMPLAINT STATES CLAIMS FOR

RELIEF UNDER ERISA

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 9 of 16
10

Plaintiff’s Amended Complaint contains a second claim for relief under ERISA

specifically at Paragraph 25 of the Amended Complaint which states:

25. As a consequence of defendant, Aetna’s conduct described above,

defendant, Aetna, has violated the provisions of the Employee Retirement

Income Security Act (ERISA) 29 U.S.C.A. § 1001 et seq in general, and as a

result, Ricci is entitled to the remedies set forth specifically in 29 U.S.C.A. §

1132 (a) (1) (A) and (B) et seq and any other section of ERISA providing for

several remedies.

In the Wherefore Clause to Plaintiff’s second claim for relief, the Plaintiff does ask

for:

compensatory, incidental and punitive damages in an amount in excess of

Seventy-Five Thousand ($75,000.00) Dollars, plus attorneys fees, expenses,

costs and interest from July 1, 2001 through the present and on a monthly basis

until Plaintiff, Ricci, reaches the age of sixty-five (65) and any other relief

provided under ERISA.

It is clear that the second claim for relief sets forth a valid claim under ERISA seeking

the recovery of all benefits due and damages allowed under 29 U.S.C.A. § 1132 (a) (1) (A)

and (B). As for the other damages requested in the Wherefore Clause to Plaintiff’s second

claim for relief in the Amended Complaint, Plaintiff states that these damages are dependent

upon whether or not the Court allows the Plaintiff’s bad faith claim to go forward.

Further, Plaintiff’s third claim for relief sets forth a cause of action under ERISA

specifically requesting remedies and damages allowed under 29 U.S.C.A. § 1132 (c) (1)

through (7). See Exhibit “A” at paragraphs 26 and 27. As for the Wherefore Clause which

is part of Plaintiff’s third claim for relief in her Amended Complaint, the argument above

with respect to Plaintiff’s second claim for relief and the Wherefore Clause contained in that

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 10 of 16
11

claim also applies hereto Plaintiff’s third claim for relief with respect to the compensatory,

incidental and punitive damages, as well as the attorneys fees, expenses, costs and interest.

Thus, Plaintiff’s second and third claims for relief state valid claims for relief under

ERISA. Further, Plaintiff’s second and third claims for relief incorporate by reference all

the factual allegations in the Amended Complaint which form the basis for Plaintiff’s claims

under ERISA. See Exhibit “A” at paragraphs 24 and 26.

F. CONCLUSION

Therefore, for all of the foregoing reasons, Plaintiff, Michele Ricci, requests this

Honorable Court to enter the attached Order denying defendants’ Motion to Dismiss under

F.R.C.P. 12 (b) (6) because as stated earlier, in the instant case when the law is applied to

fact, it is not certain that no relief could be granted under any set of facts that could be proved

by the Plaintiff. Thus, the Court must deny defendant, Aetna’s Motion to Dismiss under

F.R.C.P. 12 (b) (6).

 M. MARK MENDEL, LTD.

 BY: ____________________________________

 THEODORE A. SCHWARTZ, ESQUIRE

 ATTORNEY I.D. NO. 09256

 KENNETH B. GREAR, ESQUIRE

 ATTORNEY I.D. NO. 81608

 ATTORNEYS FOR PLAINTIFF

 1620 LOCUST STREET

 PHILADELPHIA, PA 19103-6392

 TELEPHONE NO. (215) 732-7200

 FAX NO. (215) 546-3277

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 11 of 16
12

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 12 of 16
 IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

____________________________________________

 :

MICHELE RICCI, : CIVIL ACTION

 Plaintiff, :

 VS. :

:

AETNA, INC., D/B/A :

AETNA U.S. HEALTHCARE AND :

AETNA LIFE INSURANCE COMPANY, : NO. 02-CV-4330

 Defendants. :

___________________________________________ :

 O R D E R

AND NOW, this day of , 2002, upon

consideration of defendant, Aetna, Inc., d/b/a Aetna U.S. Healthcare and Aetna Life

Insurance Company’s Motion to Dismiss Plaintiff’s Amended Complaint, and to strike

Plaintiff’s Jury Demand and Plaintiff’s Response thereto, it is hereby ORDERED that

defendants’ Motion is DENIED with prejudice.

BY THE COURT:

___________________________________

 Savage J.

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 13 of 16
 IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

____________________________________________

 :

MICHELE RICCI, : CIVIL ACTION

 Plaintiff, :

 VS. :

:

AETNA, INC., D/B/A :

AETNA U.S. HEALTHCARE AND :

AETNA LIFE INSURANCE COMPANY, : NO. 02-CV-4330

 Defendants. :

___________________________________________ :

 PLAINTIFF, MICHELE RICCI’S RESPONSE TO DEFENDANTS, AETNA, INC.,

 D/B/A AETNA U.S. HEALTHCARE AND AETNA LIFE INSURANCE 

COMPANY’S MOTION TO DISMISS PLAINTIFF’S AMENDED COMPLAINT 

 AND TO STRIKE PLAINTIFF’S JURY DEMAND

Admitted in part; denied in part. Plaintiff admits and stipulates to remove her jury

demand in the Amended Complaint, a copy of which is attached hereto, made part hereof and

marked as Exhibit “A”, only as to the ERISA claims in Plaintiff’s second and third claims

for relief. Plaintiff denies the remaining averments of defendants’ Motion to Dismiss

pursuant to 12(b)(6) for the reasons set forth in Plaintiff’s accompanying Memorandum of

Law which is incorporated herein by reference as if the same were set forth herein at length.

WHEREFORE, Plaintiff, Michele Ricci, requests this Court to enter the Order 

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 14 of 16
attached hereto and to grant such further relief as the Court deems just and appropriate.

Respectfully submitted:

 M. MARK MENDEL, LTD.

 BY: ____________________________________

 THEODORE A. SCHWARTZ, ESQUIRE

 ATTORNEY I.D. NO. 09256

 KENNETH B. GREAR, ESQUIRE

 ATTORNEY I.D. NO. 81608

 ATTORNEYS FOR PLAINTIFF

 1620 LOCUST STREET

 PHILADELPHIA, PA 19103-6392

 TELEPHONE NO. (215) 732-7200

 FAX NO. (215) 546-3277

g:\tas\ricci\R-MotDisAC

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 15 of 16
 IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

____________________________________________

 :

MICHELE RICCI, : CIVIL ACTION

 Plaintiff, :

 VS. :

:

AETNA, INC., D/B/A :

AETNA U.S. HEALTHCARE AND :

AETNA LIFE INSURANCE COMPANY, : NO. 02-CV-4330

 Defendants. :

___________________________________________ :

I, Kenneth B. Grear, Esquire, hereby certify that a true and correct copy of 

Plaintiff, Michele Ricci’s Response and Memorandum of Law in Support thereof to Defendants,

Aetna, Inc., d/b/a Aetna U.S. Healthcare and Aetna Life Insurance Company’s Motion to Dismiss

Plaintiff’s Amended Complaint and to Strike Plaintiff’s Jury Demand was filed with the Court and

mailed on October 30, 2002 by United States Postal Service, First Class Mail, Postage Prepaid to

counsel for Defendants as follows:

Patricia C. Collins, Esquire

Elliott, Reihner, Siedzikowski & Egan, P.C.

Union Meeting Corporate Center V

P.O. Box 3010

925 Harvest Drive

Blue Bell, PA 19422

 M. MARK MENDEL, LTD.

 BY: ____________________________________

THEODORE A. SCHWARTZ, ESQUIRE

ATTORNEY I.D. NO. 09256

KENNETH B. GREAR, ESQUIRE

ATTORNEY I.D. NO. 81608

ATTORNEYS FOR PLAINTIFF

1620 LOCUST STREET

PHILADELPHIA, PA 19103-6392

TELEPHONE NO. (215) 732-7200

FAX NO. (215) 546-3277

DATE: _________________

G:\tas\Ricci\PLEADING S\PDF DOCU MEN TS\Plaintiff Response Defendants Motion Dismiss Plaintiff Amended Complaint-10-30-02.wpd

Case 2:02-cv-04330-TJS Document 17 Filed 10/30/2002 Page 16 of 16