UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2002
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 333-65080
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
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(Exact name of registrant as specified in its charter)
INDIANA 94-2786905
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
829 AXP FINANCIAL CENTER, MINNEAPOLIS, MINNESOTA 55474
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (612) 671-3131
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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 _____
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE PERMITTED
ABBREVIATED NARRATIVE DISCLOSURE.
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
FORM 10-Q
For the Quarter Ended March 31, 2002
Table of Contents
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of
March 31, 2002 (unaudited) and
December 31, 2001 3 - 4
Consolidated Statements of Income for the
three months ended March 31, 2002 and 2001
(unaudited) 5
Consolidated Statements of Cash Flows for the
three months ended March 31, 2002 and 2001
(unaudited) 6 - 7
Notes to Consolidated Financial Statements
(unaudited) 8 - 10
Item 2. Management's Discussion and Analysis of
Consolidated Financial Condition and
Results of Operations 11 - 12
PART II - OTHER INFORMATION 13 - 16
SIGNATURES 17
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
ASSETS 2002 2001
- ------ --------------- ------------------
(unaudited)
Investments:
Fixed Maturities:
Available for sale, at fair value (Amortized cost:
2002, $3,356,634; 2001, $3,282,893) $3,328,557 $3,302,753
Common stocks -- 344
Mortgage loans on real estate 636,107 654,209
Other investments 2,400 2,400
--------------- ------------------
Total investments 3,967,064 3,959,706
Cash and cash equivalents 212,219 260,214
Amounts due from brokers -- 41,705
Other accounts receivable 1,644 1,812
Accrued investment income 43,292 45,422
Deferred policy acquisition costs 226,078 217,923
Deferred income taxes 48,239 32,132
Other assets -- 8,527
Separate account assets 743,352 708,240
--------------- ------------------
Total assets $5,241,888 $5,275,681
=============== ==================
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(continued)
March 31, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 2002 2001
- ------------------------------------ --------------- -----------------
(unaudited)
Liabilities:
Future policy benefits:
Fixed annuities $3,912,677 $3,765,679
Universal life-type insurance 5 3
Policy claims and other
policyholders' funds 19,058 2,286
Amounts due to brokers 41,839 225,127
Other liabilities 38,701 64,517
Separate account liabilities 743,352 708,240
--------------- -----------------
Total liabilities 4,755,632 4,765,852
--------------- -----------------
Stockholder's equity:
Capital stock, $150 par value per share;
100,000 shares authorized, 20,000 shared
issued and outstanding 3,000 3,000
Additional paid-in capital 341,827 341,827
Accumulated other comprehensive (loss) income,
net of tax:
Net unrealized securities (losses) gains (12,440) 17,655
Net unrealized derivative losses (19,564) (26,304)
---------------- ------------------
Total accumulated other comprehensive loss (32,004) (8,649)
Retained earnings 173,433 173,606
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Total stockholder's equity 486,256 509,829
--------------- -----------------
Total liabilities and stockholder's equity $5,241,888 $5,275,681
=============== =================
See accompanying notes.
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
(unaudited)
Three months ended
March 31,
2002 2001
--------------- -------------------
Revenues:
Contractholder charges $ 1,148 $ 1,746
Management and other fees 3,419 2,199
Net investment income 69,131 69,460
Net realized gain (loss) on investments 82 (18,542)
----------------- -------------------
Total revenues 73,780 54,863
----------------- -------------------
Benefits and expenses:
Interest credited on universal life-type
insurance and investment contracts 48,705 42,473
Amortization of deferred policy
acquisition costs 9,706 12,155
Other insurance and operating expenses 15,917 11,859
--------------- -------------------
Total benefits and expenses 74,328 66,487
--------------- -------------------
Loss before income tax benefit (548) (11,624)
Income tax benefit (125) (3,987)
--------------- -------------------
Net loss $ (423) $ (7,637)
=============== ===================
See accompanying notes.
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
($thousands)
(unaudited)
Three months ended
March 31,
2002 2001
---------------- ---------------
Cash flows from operating activities:
Net loss $ (423) $(7,637)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Change in accrued investment income 2,130 6,660
Change in other accounts receivable 168 (26)
Change in other assets 8,526 2,791
Change in deferred policy
acquisition costs, net (8,155) (2,118)
Change in policy claims and other
policyholders' funds 16,772 (4,004)
Deferred income taxes (3,326) (5,077)
Change in other liabilities (25,816) 5,225
Amortization of premium (accretion of discount), net 55 (58)
Net realized (gain) loss on investments (82) 18,542
Other, net (5,861) 4,514
------------------- ----------------
Net cash (used in) provided by operating $(16,012) $18,812
activities
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
(continued)
Three months ended
March 31,
2002 2001
---------------- ------------------
Cash flows from investing activities:
Available-for-sale securities:
Purchases (523,078) (39,196)
Maturities, sinking fund payments and calls 128,490 49,904
Sales 341,575 76,926
Other investments:
Purchases (2,007) (1,696)
Sales 17,618 9,789
Change in amounts due from broker 41,705 (928)
Change in amounts due to broker (183,288) (22,310)
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Net cash (used in) provided by investing activities (178,986) 72,489
------------------ -----------------
Cash flows from financing activities:
Activity related to universal life-type insurance
and investment contracts:
Considerations received 242,367 159,985
Surrenders and death benefits (144,070) (250,299)
Interest credited to account balances 48,705 42,471
---------------- -------------------
Net cash provided by (used in) financing
activities 147,001 (47,843)
---------------- --------------------
Net (decrease) increase in cash and cash equivalents (47,994) 43,458
Cash and cash equivalents at beginning of period 260,214 34,852
----------------- ------------------
Cash and cash equivalents at end of period $212,219 $78,310
================= ==================
See accompanying notes.
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(In thousands)
(unaudited)
1. General
In the opinion of the management of American Enterprise Life Insurance
Company (the Company), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of normal
recurring adjustments) necessary to present fairly its balance sheet as
of March 31, 2002, statements of income for the three months ended
March 31, 2002 and 2001 and statements of cash flows for the three
months ended March 31, 2002 and 2001.
American Enterprise Life Insurance Company (the Company) is a stock
life insurance company organized under the laws of the State of
Indiana. The Company is a wholly-owned subsidiary of IDS Life Insurance
Company (IDS Life) which is a wholly-owned subsidiary of American
Express Financial Corporation (AEFC). AEFC is a wholly-owned subsidiary
of American Express Company. The Company serves residents of 48 states.
American Enterprise REO 1, LLC is a wholly-owned subsidiary of the
Company.
2. Comprehensive Income
Total comprehensive net loss is $23,778 compared to total comprehensive
income of $18,023 for the three months ended March 31, 2002 and 2001
respectively.
3. Statements of cash flows
Cash paid for interest on borrowings totaled $nil and $15 for the three
months ended March 31, 2002, and 2001, respectively. Cash paid for
income taxes totaled $21,643 for the three months ended March 31, 2002
compared to cash received of $14,930 for the three months ended March
31, 2001.
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
(continued)
4. Commitments and contingencies
Commitments to fund mortgage loan investments in the ordinary
course of business at March 31, 2002 aggregated $633.
The maximum amount of life insurance risk retained by the Company is
$750 on any policy insuring a single life and $1,500 on any policy
insuring a joint-life combination. The Company retains only 20% of the
mortality risk on new variable universal life insurance policies. Risk
not retained is reinsured with other life insurance companies,
primarily on a yearly renewable term basis. Long-term care policies are
primarily reinsured on a coinsurance basis. The Company retains all
accidental death benefit, disability income and waiver of premium risk.
A number of lawsuits involving insurance sales practices, alleged agent
misconduct, failure to properly supervise agents and other matters
relating to life insurance policies and annuity contracts have been
filed against life and health insurers in jurisdictions in which the
Company and its affiliates do business. The Company and its affiliates,
like other life and health insurers, are involved in such litigation.
IDS Life was a named defendant in three class action lawsuits of this
nature. The Company is a named defendant in one of the suits, Richard
W. and Elizabeth J. Thoresen v. American Express Financial Corporation,
American Centurion Life Assurance Company, American Enterprise Life
Insurance Company, American Partners Life Insurance Company, IDS Life
Insurance Company and IDS Life Insurance Company of New York which was
also commenced in Minnesota state court on October 13, 1998. These
class action lawsuits included allegations of improper insurance and
annuity sales practices including improper replacement of existing
annuity contracts and insurance policies, improper use of annuities to
fund tax deferred contributory retirement plans, alleged agent
misconduct, failure to properly supervise agents and other matters
relating to life insurance policies and annuity contracts.
In January 2000, AEFC and its subsidiaries reached an agreement in
principle to settle the three class action lawsuits, including the one
described above. It is expected the settlement will provide $215
million of benefits to more than two million participants in exchange
for a release by class members of all insurance and annuity market
conduct claims dating back to 1985.
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AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(unaudited)
(continued)
4. Commitments and contingencies (continued)
In August 2000, an action entitled Lesa Benacquisto, Daniel
Benacquisto, Richard Thoresen, Elizabeth Thoresen, Arnold Mork,
Isabella Mork, Ronald Melchert and Susan Melchert v. American Express
Financial Corporation, American Express Financial Advisors, American
Centurion Life Assurance Company, American Enterprise Life Insurance
Company, American Partners Life Insurance Company, IDS Life Insurance
Company and IDS Life Insurance Company of New York was commenced in the
United States District Court for the District of Minnesota. The
complaint put at issue various alleged sales practices and
misrepresentations and allegations of violations of federal laws.
In May 2001, the United States District Court for the District of
Minnesota and the District Court, Fourth Judicial District for the
State of Minnesota, Hennepin County entered orders approving the
settlement as tentatively reached in January 2000. Appeals were filed
in both federal and state court but subsequently dismissed by the
parties filing the appeals. The orders approving the settlement were
final as of September 24, 2001. Implementation of the settlement
commenced October 15, 2001.
Numerous individuals opted out of the settlement described above and
therefore did not release their claims against the AEFC and its
subsidiaries. Some of these class members who opted out were
represented by counsel and presented separate claims to the Company.
Most of their claims have been settled.
The outcome of any litigation or threatened litigation cannot be
predicted with any certainty. However, in the aggregate, the Company
does not consider any lawsuits in which it is named as a defendant to
be material.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001:
Consolidated net loss was $0.4 million for the three months ended March 31,
2002, compared to $7.6 million in 2001. Loss before income taxes totaled $0.5
million in the first quarter 2002, compared with $11.6 million in the first
quarter of 2001. The change primarily reflects a net pre-tax loss of $18.5
million from the write-down and sale of certain high-yield securities in the
first quarter of 2001.
Premiums received totaled $272 million for the three months ended March 31,
2002, compared to $201 million in 2001. The increase is primarily due to
increased sales of fixed annuities.
Contractholder charges decreased 35 percent to $1.1 million for the three
months ended March 31, 2002, compared with $1.7 million a year ago, due
primarily to a decline in fixed annuity surrenders.
Management and other fees increased to $3.4 million for the three months ended
March 31, 2002 compared with $2.2 million a year ago. This was primarily due to
an increase in average separate account assets outstanding. The Company receives
a mortality and expense risk fee from the separate accounts.
Net investment income remain steady at $69 million for the three months ended
March 31, 2002 and 2001.
Net realized gain on investments was $0.1 million for the three months ended
March 31, 2001 compared to a net realized loss of $18.5 million a year ago. The
2001 loss was primarily due to the write-down and sale of certain high-yield
investments.
Total benefits and expenses were $74 million, an increase of 12 percent from a
year ago. The largest component of expenses, interest credited on universal
life-type insurance and investment contracts, increased 15 percent to $49
million. This was primarily due to higher aggregate amounts of fixed annuities
in force. Other insurance and operating expenses increased 34 percent as a
result of business growth and technology costs related to growth initiatives.
Amortization of deferred policy acquisition costs (DACs) decreased to $9.7
million for the three months ended March 31, 2002, compared to $12.2 million a
year ago. The decline was due primarily to improved persistency of fixed
deferred annuity business.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The liquidity requirements of the Company are met by funds provided by annuity
considerations, capital contributions, investment income, proceeds from sales of
investments as well as maturities and periodic repayments of investment
principal.
The primary uses of funds are policy benefits, commissions and operating
expenses and investment purchases.
The Company has an available line of credit with AEFC aggregating $50 million.
The line of credit is used strictly as a short-term source of funds. No
borrowings were outstanding under the agreement at March 31, 2002. The Company
also uses reverse repurchase agreements for short term liquidity needs.
At March 31, 2002, approximately 4 percent of the Company's investments in fixed
maturities were below investment grade bonds. These investments may be subject
to a higher degree of risk than the investment grade issues because of the
borrower's generally greater sensitivity to adverse economic conditions, such as
recession or increasing interest rates, and in certain instances, the lack of an
active secondary market. Expected returns on below investment grade bonds
reflect consideration of such factors. The Company has identified those fixed
maturities for which a decline in fair value is determined to be other than
temporary, and has written them down to fair value with a charge to earnings.
At March 31, 2002, the Company had a reserve for losses on mortgage loans of $6
million.
Forward-Looking Statements
Certain statements in the management's discussion and analysis of consolidated
financial condition and results of operations section of this Form 10-Q contain
forward-looking statements which are subject to risks and uncertainties that
could cause results to differ materially from such statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. The Company undertakes no
obligation to update publicly or revise any forward-looking statements.
Important factors that could cause actual results to differ materially from the
Company's forward-looking statements include, among other things, changes in the
ability of issuers of investment securities held by the Company to meet their
debt obligations, which could result in further losses in the Company's
investment portfolio.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Reference is made to Note 4 of the Notes to Consolidated
Financial Statements (unaudited) contained in the Report filed
on Form 10-Q for the quarterly period ended March 31, 2002.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Copy of Certificate of Incorporation of IDS Life
Insurance Company filed electronically as Exhibit 3.1
to Post Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
3.2 Copy of the Amended By-laws of IDS Life Insurance
Company filed electronically as Exhibit 3.2 to
Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
3.3 Copy of Resolution of the Board of Directors of IDS
Life Insurance Company, dated May 5, 1989, establishing
IDS Life Account MGA filed electronically as Exhibit
3.3 to Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
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PART II - OTHER INFORMATION (continued)
4.1 Copy of Non-tax qualified Group Annuity Contract, Form
30363C, filed electronically as Exhibit 4.1 to
Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.2 Copy of Non-tax qualified Group Annuity Certificate,
Form 30360C, filed electronically as Exhibit 4.2 to
Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.3 Copy of Endorsement No. 30340C-GP to the Group Annuity
Contract filed electronically as Exhibit 4.3 to
Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.4 Copy of Endorsement No. 30340C to the Group Annuity
Certificate filed electronically as Exhibit 4.4 to
Post-Effective Amendment No. 5 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.5 Copy of Tax qualified Group Annuity Contract, Form
30369C, filed electronically as Exhibit 4.5 to
Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.6 Copy of Tax qualified Group Annuity Certificate, Form
30368C, filed electronically as Exhibit 4.6 to
Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.7 Copy of Group IRA Annuity Contract, Form 30372C, filed
electronically as Exhibit 4.7 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976
is incorporated herein by reference.
4.8 Copy of Group IRA Annuity Certificate, Form 30371C,
filed electronically as Exhibit 4.8 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976
is incorporated herein by reference.
4.9 Copy of Non-tax qualified Individual Annuity Contract,
Form 30365D, filed electronically as Exhibit 4.9 to
Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
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PART II - OTHER INFORMATION (continued)
4.10 Copy of Endorsement No. 30379 to the Individual Annuity
Contract, filed electronically as Exhibit 4.10 to
Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.11 Copy of Tax qualified Individual Annuity Contract, Form
30370C, filed electronically as Exhibit 4.11 to
Post-Effective Amendment No. 10 to Registration
Statement No. 33-28976 is incorporated herein by
reference.
4.12 Copy of Individual IRA Annuity Contract, Form 30373C,
filed electronically as Exhibit 4.12 to Post-Effective
Amendment No. 10 to Registration Statement No. 33-28976
is incorporated herein by reference.
4.13 Copy of Endorsement No. 33007 filed electronically as
Exhibit 4.13 to Post-Effective Amendment No. 12 to
Registration Statement No. 33-28976 is incorporated
herein by reference.
4.14 Copy of Group Annuity Contract, Form 30363D, filed
electronically as Exhibit 4.1 to Post-Effective
Amendment No. 2 to Registration Statement No. 33-50968
is incorporated herein by reference.
4.15 Copy of Group Annuity Certificate, Form 30360D, filed
electronically as Exhibit 4.2 to Post-Effective
Amendment No. 2 to Registration Statement No. 33-50968
is incorporated herein by reference.
4.16 Form of Deferred Annuity Contract, Form 30365E, filed
electronically as Exhibit 4.3 to Post-Effective
Amendment No. 2 to Registration Statement No. 33-50968
is incorporated herein by reference.
4.17 Copy of Group Deferred Variable Annuity Contract, Form
34660, filed electronically as Exhibit 4.1 to
Post-Effective Amendment No. 2 to Registration
Statement No. 33-48701 is incorporated herein by
reference.
4.18 Copy of Non-tax qualified Group Annuity Contract, Form
33111, filed electronically as Exhibit 4.1 to
Registration Statement No. 333-42793 is incorporated
herein by reference.
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PART II - OTHER INFORMATION (continued)
4.19 Copy of Non-tax qualified Group Annuity Certificate,
Form 33114, filed electronically as Exhibit 4.2 to
Registration Statement No. 333-42793 is incorporated
herein by reference.
4.20 Copy of Tax qualified Group Annuity Contract, Form
33112, filed electronically as Exhibit 4.3 to
Registration Statement No. 333-42793 is incorporated
herein by reference.
4.21 Copy of Tax qualified Group Annuity Certificate, Form
33115, filed electronically as Exhibit 4.4 to
Registration Statement No. 333-42793 is incorporated
herein by reference.
4.22 Copy of Group IRA Annuity Contract, Form 33113, filed
electronically as Exhibit 4.5 to Registration Statement
No. 333-42793 is incorporated herein by reference.
4.23 Copy of Group IRA Annuity Certificate, Form 33116,
filed electronically as Exhibit 4.6 to Registration
Statement No. 333-42793 is incorporated herein by
reference.
4.24 Copy of Non-tax qualified Individual Annuity Contract,
Form 30484, filed electronically as Exhibit 4.7 to
Post-Effective Amendment No. 1 to Registration
Statement No. 333-42793 is incorporated herein by
reference.
4.25 Copy of Tax qualified Individual Annuity Contract, Form
30485, filed electronically as Exhibit 4.8 to
Post-Effective Amendment No. 1 to Registration
Statement No. 333-42793 is incorporated herein by
reference.
4.26 Copy of Individual IRA Contract, Form 30486, filed
electronically as Exhibit 4.9 to Post-Effective
Amendment No. 1 to Registration Statement No. 333-42793
is incorporated herein by reference.
21. Copy of List of Subsidiaries filed electronically as
Exhibit 21 to Post-Effective Amendment No. 7 to
Registration Statement No. 33-28976 is herein
incorporated by reference.
27. Financial data schedule is filed electronically
herewith.
(b) No reports on Form 8-K were required to be filed by
the Company for the three months ended
March 31, 2002.
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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.
REGISTRANT AMERICAN ENTERPRISE LIFE
INSURANCE COMPANY
BY /s/ Philip C. Wentzel
---------------------
NAME AND TITLE Philip C. Wentzel
Vice President and Controller
DATE May 11, 2002
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