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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
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Commission file number 0-27394
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GE Global Insurance Holding Corporation
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(Exact name of registrant as specified in its charter)
Delaware 95-3435367
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Metcalf, Overland Park, Kansas 66202
(Address of principal executive offices) (Zip Code)
(913) 676-5200
(Registrant's telephone number, including area code)
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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[ ]
At May 2, 2003, 1,600 shares of common stock with a par value of $5,000 per
share were outstanding.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE
FORMAT.
TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION.
Item 1. Financial Statements..................................................... 1
Item 2. Management's Discussion and Analysis of Results of Operations............ 6
Item 4. Controls and Procedures.................................................. 8
PART II - OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K......................................... 9
Signatures. ......................................................................... 10
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ..................... 11
INDEX TO EXHIBITS.
Exhibit 12. Computation of Ratio of Earnings to Fixed Charges........................ 13
Exhibit 99.1. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002............................ 14
Exhibit 99.2. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002............................ 15
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GE GLOBAL INSURANCE HOLDING CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Condensed, Consolidated Statement of Current and Retained Earnings
Unaudited
First quarter ended March 31
-----------------------------------
(In millions) 2003 2002
-------------- --------------
Revenues
Net premiums written $2,332 $2,119
====== ======
Net premiums earned $2,364 $1,991
Net investment income 296 271
Net realized gains (losses) on investments (3) 40
Other revenues 44 55
------ ------
Total revenues 2,701 2,357
------ ------
Costs and Expenses
Claims, claim expenses and policy benefits 1,821 1,614
Insurance acquisition costs 440 430
Other operating costs and expenses 226 180
Minority interest in net earnings of
consolidated subsidiaries 23 22
------ ------
Total costs and expenses 2,510 2,246
------ ------
Earnings
Earnings before income taxes 191 111
Provision for income taxes 57 26
------ ------
Net earnings 134 85
Dividends on preferred stock (2) (2)
Retained earnings at beginning of period 3,262 5,002
------ ------
Retained earnings at end of period $3,394 $5,085
====== ======
See Notes to Condensed, Consolidated Financial Statements.
1
Item 1. Financial Statements (Continued).
GE GLOBAL INSURANCE HOLDING CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Condensed, Consolidated Statement of Financial Position
(In millions) March 31, 2003 December 31, 2002
-------------- -----------------
(Unaudited)
Assets:
Investments:
Fixed maturity securities, at fair value $24,779 $22,200
Equity securities, at fair value 597 627
Other invested assets 2,634 3,995
------- -------
Total investments 28,010 26,822
Cash 451 911
Premiums receivable 4,792 4,447
Other receivables 1,509 1,984
Reinsurance recoverables 10,074 10,901
Deferred insurance acquisition costs 1,888 1,882
Other assets 4,866 4,839
------- -------
Total assets $51,590 $51,786
======= =======
Liabilities and equity:
Claims and claim expenses $24,453 $25,157
Accumulated contract values 2,780 2,826
Future policy benefits for life and health contracts 3,967 3,852
Unearned premiums 3,329 3,231
Other reinsurance balances 4,421 4,325
Other liabilities 2,833 2,839
Long-term borrowings 1,656 1,656
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Total liabilities 43,439 43,886
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Minority interest in equity of consolidated subsidiaries 1,231 1,236
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Accumulated non-owner changes in equity:
Accumulated unrealized gains on investment securities - net 255 149
Accumulated foreign currency translation adjustments (118) (138)
Derivatives qualifying as hedges 9 11
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Total accumulated non-owner changes in equity 146 22
Preferred stock 150 150
Common stock 8 8
Paid-in capital 3,222 3,222
Retained earnings 3,394 3,262
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Total stockholder's equity 6,920 6,664
------- -------
Total liabilities and equity $51,590 $51,786
======= =======
See Notes to Condensed, Consolidated Financial Statements.
2
Item 1. Financial Statements (Continued).
GE GLOBAL INSURANCE HOLDING CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Condensed, Consolidated Statement of Cash Flows
Unaudited
First quarter ended March 31
--------------------------------------
(In millions) 2003 2002
-------------- --------------
Cash Flows From Operating Activities
Net earnings $ 134 $ 85
Adjustments to reconcile net earnings to cash
from (used for) operating activities:
Claims and claims expenses (705) (284)
Reinsurance recoverables 827 (16)
Other operating activities (392) 496
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Cash from (used for) operating activities $ (136) $ 281
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Cash Flows From Investing Activities
Fixed maturity securities:
Purchases (5,904) (3,413)
Sales 2,904 2,759
Maturities 800 556
Equity securities:
Purchases (116) (199)
Sales 77 282
Net sales of short-term investments 1,359 29
Other investing activities 252 (85)
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Cash used for investing activities (628) (71)
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Cash Flows From Financing Activities
Change in contract deposits (14) 15
Net contract accumulation payments (46) (23)
Net proceeds under related party credit facility 461 108
Proceeds from short-term borrowings - 33
Principal payments on short-term borrowings (80) (20)
Dividends paid (2) (2)
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Cash from financing activities 319 111
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Effect of exchange rate changes on cash (15) 201
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Increase (decrease) in cash (460) 522
Cash at beginning of period 911 470
------- -------
Cash at end of period $ 451 $ 992
======= =======
See Notes to Condensed, Consolidated Financial Statements.
3
Item 1. Financial Statements (Continued).
GE GLOBAL INSURANCE HOLDING CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed, Consolidated Financial Statements
(Unaudited)
1. The accompanying condensed, consolidated quarterly financial statements
of GE Global Insurance Holding Corporation ("GE Global Insurance") include
the accounts and operations, after intercompany eliminations, of GE Global
Insurance, Employers Reinsurance Corporation, GE Reinsurance Corporation,
Medical Protective Corporation and CORE Insurance Holdings. These
statements have been prepared on the basis of accounting principles
generally accepted in the United States of America ("GAAP"). GE Global
Insurance is collectively referred to as "we", "us" or "our" in this
document unless the context otherwise requires.
2. The condensed, consolidated quarterly financial statements are
unaudited. These statements include all adjustments (consisting of normal
recurring accruals) that we considered necessary to present a fair
statement of the results of operations, financial position and cash flows.
We label our quarterly information using a calendar convention, that is,
first quarter is consistently labeled as ending on March 31, second quarter
as ending on June 30, and third quarter as ending on September 30. It is
our longstanding practice to establish actual interim closing dates using a
"fiscal" calendar, which requires our businesses to close their books on a
Saturday in order to normalize the potentially disruptive effects of
quarterly closings on business processes. The effects of this practice are
modest and only exist within a reporting year. The results reported in
these condensed, consolidated quarterly financial statements should not be
regarded as necessarily indicative of results that may be expected for the
entire year.
3. In January 2003, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. ("FIN") 46, Consolidation of Variable Interest
Entities, which we intend to adopt on July 1, 2003. FIN 46's consolidation
criteria are based on analysis of risks and rewards, not control, and
represent a significant and complex modification of previous accounting
principles. FIN 46 represents an accounting change, not a change in the
underlying economics of asset sales. Under its provisions, certain assets
previously sold to special purpose entities ("SPE's") could be consolidated
and, if consolidated, any assets and liabilities now on the books related
to those SPE's would be removed. We do not believe adoption of this
interpretation will materially impact our financial position or future
operating results.
In April 2003, the FASB finalized SFAS 133 Implementation Issue No. B36,
"Modified Coinsurance Arrangements and Debt Instruments that Incorporate
Credit Risk Exposures that are Unrelated or Only Partially Related to the
Creditworthiness of the Obligor under those Instruments." In summary, the
FASB determined that modified coinsurance arrangements where the ceding
insurer withholds funds may include an embedded derivative that must be
bifurcated from the host instrument if it is not clearly and closely
related to such host instrument. This situation often arises when the
ceding interest rate on the funds held balance is linked to the actual
performance of a specified pool of assets. This guidance is effective on
the first day of the first fiscal quarter beginning after September 15,
2003. We are currently evaluating the effect that this guidance may have on
our financial statements; however, based on preliminary analysis performed,
we do not believe it will materially impact our financial position or
future operating results.
4
4. Changes in stockholder's equity that did not result directly from
transactions with the share owner were as follows:
First quarter ended March 31
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(In millions) 2003 2002
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Net earnings $ 134 $ 85
Net unrealized gains (losses) on investment securities 106 (109)
Foreign currency translation adjustments 20 (5)
Derivatives qualifying as hedges (2) 5
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Total $ 258 $(24)
===== ====
5. Our operating segment activity is summarized as follows:
First quarter ended March 31
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(In millions) 2003 2002
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Revenues
Property and Casualty $1,878 $1,710
Life 823 647
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Total revenues $2,701 $2,357
====== ======
Earnings before income taxes
Property and Casualty $ 156 $ 66
Life 35 45
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Total earnings before income taxes $ 191 $ 111
====== ======
6. There is a high degree of uncertainty inherent in the estimates of
ultimate losses underlying the liability for unpaid claims and claim
expenses. This inherent uncertainty is particularly significant for
liability-related exposures, including latent claim issues (such as
asbestos and environmental related coverage disputes) due to the extended
period, often many years, that transpires between a loss event, receipt of
related claims data from policyholders and/or primary insurers and ultimate
settlement of the claim. This situation is then further exacerbated for
reinsurance entities (as opposed to primary insurers) due to lags in
receiving current claims data. Because reinsurance protection is often
provided on an "excess-of-loss" basis whereby the reinsurer is only
obligated to pay losses in excess of pre-established limits, notification
is only required to be provided to the reinsurer when the claim is assessed
as having a reasonable possibility of exceeding the primary insurer's
retention thresholds. This notification can often be years after the loss
event was initially reported to the primary insurer.
We continually update loss estimates using both quantitative information
from our reserving actuaries and qualitative information from other
sources. While detailed analysis is performed on a quarterly basis to
assess the overall adequacy of recorded claim reserves, a more
comprehensive evaluation is undertaken on an annual basis. Historically,
this more comprehensive review is completed during the fourth quarter of
each year using both reported and paid claims activity as of September 30.
Adjustments to recorded reserves resulting from these reviews are accounted
for as changes in estimates and included in current operations.
5
Item 2. Management's Discussion and Analysis of Results of Operations.
Overview
Net earnings for the first three months of 2003 was $134 million, a $49 million
increase from the first three months of 2002. The increase in reported
profitability reflects the improved underwriting results within the property and
casualty insurance/reinsurance segment resulting from the recent hardening of
premium pricing. Partially offsetting the improved underwriting results was a
decrease in total investment-related revenues (including net investment income
and net realized gains/losses on investments) as a result of higher levels of
other-than-temporary impairment charges recognized in 2003 and an increase in
other operating costs and expenses.
Although the movement in certain foreign currency exchange rates during 2003 and
2002 had an impact on the individual revenue and expense categories, the overall
impact on net earnings was not significant. Specifically, most of the major
European currencies strengthened relative to the U.S. dollar during the first
quarter of 2003 as compared to the first quarter of 2002 and, accordingly, this
has contributed to an increase in most of the individual revenue and expense
line items in the accompanying earnings statement.
Our two business segments are (1) property and casualty insurance/reinsurance
and (2) life reinsurance. Business is conducted throughout the world utilizing
our network of local offices. Our operating segment activity is summarized as
follows:
First quarter ended March 31
--------------------------------------
(In millions) 2003 2002
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Revenues
Property and Casualty $1,878 $1,710
Life 823 647
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Total revenues $2,701 $2,357
====== ======
Earnings before income taxes
Property and Casualty $ 156 $ 66
Life 35 45
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Total earnings before income taxes $ 191 $ 111
====== ======
Typically, the underwriting performance of property and casualty business is
measured in terms of a combined ratio and earnings before income taxes. The
combined ratio is the sum of the loss ratio and the underwriting expense ratio.
For the first three months of 2003, the property and casualty combined ratio was
100.5%, compared to 108.1% for the same period in 2002. The lower combined ratio
in 2003 primarily reflects the recent hardening of pricing within the overall
property and casualty insurance industry and, to a lesser extent, lower average
acquisition costs. Earnings before income taxes from property and casualty
operations increased $90 million in the first three months of 2003, primarily
attributable to the more favorable premium pricing environment that existed in
the current period.
The life reinsurance segment typically measures performance based on revenues
and earnings before income taxes. Revenues consist of net premiums earned, net
investment income, net realized gains on investments and other revenues,
including fees generated from investment-related life reinsurance products and
financial reinsurance transactions. For the first three months of 2003, the life
operations generated revenues and earnings before income taxes of $823 million
and $35 million, respectively, compared to $647 million and $45 million,
respectively, for the same period in 2002. The increase in revenues is
principally related to the acquisition of a block of life reinsurance business
in the second half of 2002 (the "AUL acquisition") and the impact of changes in
foreign exchange rates applicable to the first quarter of 2003 versus the first
quarter of 2002. The decrease in earnings is primarily attributable to the
combination of increased claim activity in the current quarter as compared to
the same period in 2002 with respect to mortality and certain health-related
products and lower levels of net realized gains on investments.
6
Operating Results
Net premiums written and net premiums earned increased $213 million (10%) and
$373 million (19%), respectively. These increases are primarily attributable to
the recent hardening of pricing within the overall property and casualty
industry, additional premiums resulting from the AUL acquisition completed in
the second half of 2002 and the impact of changes in foreign exchange rates. In
addition, we had volume growth in certain business sectors. However, this growth
was offset by decreases in other business sectors resulting from the adherence
to stricter underwriting discipline and intentional actions taken to exit
certain product lines, policies, contracts and specific customers for which,
given the risk, acceptable future levels of profit did not seem achievable.
Net investment income increased $25 million or 9% in 2003, principally as a
result of higher levels of invested assets. The increase in invested assets
includes the impact of a $1.8 billion capital contribution received in the
fourth quarter of 2002.
Net realized gains on investments decreased $43 million in 2003, primarily
attributable to a higher level of other-than-temporary impairment charges
recognized during the current year.
Other revenues decreased $11 million or 20% in 2003, primarily attributable to
decreases in fee-related income within the life reinsurance segment.
Claims, claim expenses and policy benefits increased $207 million or 13% in
2003, principally resulting from the AUL acquisition discussed above and the
impact of changes in foreign exchange rates.
Insurance acquisition costs increased $10 million or 2% in 2003, primarily
attributable to the increase in net earned premiums discussed above, somewhat
offset by a decrease in contingent commissions as compared to 2002.
Other operating costs and expenses increased $46 million or 26% in 2003,
primarily resulting from: (1) an increase in average employee salaries and
related benefits costs; (2) the AUL acquisition discussed above; and (3) the
impact of changes in foreign exchange rates.
Provision for income taxes was $57 million for the first three months of 2003
(an effective tax rate of 30%), compared to $26 million for the first three
months of 2002 (an effective tax rate of 23%). The slightly higher effective tax
rate in 2003 primarily reflects a lower proportion of tax-exempt investment
income.
Other Considerations
Our investment portfolio consists primarily of investment grade debt securities
and was $28.0 billion, including gross unrealized gains and losses of $646
million and $261 million, respectively, at March 31, 2003, compared with $26.8
billion, including gross unrealized gains and losses of $558 million and $263
million, respectively, as of December 31, 2002. Investment securities are
regularly reviewed for impairment based on criteria that include the extent to
which cost exceeds market value, the duration of that market decline and the
financial health and specific prospects for the issuer. Of those securities
whose carrying amount exceeded fair value at March 31, 2003, approximately $115
million is at risk of being charged to earnings in the next 12 months.
Investments in entities in the telecommunication and cable industries
approximated $298 million as of March 31, 2003. These investments have been
entered into subject to strict risk criteria and are diversified. Recently,
during declines in the values of these investments, the positions have been
routinely reviewed for impairment losses, and actions have been taken to
mitigate exposures. Future losses will depend upon business and economic
developments as well as the success of risk mitigation actions.
During the quarter ended March 31, 2003, Standard & Poor's Rating Services
("S&P") reaffirmed the counterparty credit and financial strength ratings on
Employers Reinsurance Corporation and its wholly owned subsidiaries.
Additionally, S&P also affirmed the counterparty credit and senior debt ratings
on GE Global Insurance Holding Corporation. All ratings were removed from
CreditWatch where they had initially been placed on September 30, 2002.
7
Forward Looking Statements
This document includes certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations and are subject to uncertainty and
changes in circumstances. Actual results may differ materially from these
expectations due to changes in global economic, business, competitive market and
regulatory factors.
Item 4. Controls and Procedures
Within the 90-day period prior to the filing of this report, we, including the
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the design and operation of the company's disclosure
controls and procedures as defined in Exchange Act Rule 13a-14(c). Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the company's disclosure controls and procedures were effective as of the
date of that evaluation. There have been no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date the Chief Executive Officer and Chief Financial Officer
completed their evaluation.
8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
Exhibit 12. Computation of ratio of earnings to fixed charges.
Exhibit 99.1. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
b. Reports on Form 8-K.
None.
9
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.
GE GLOBAL INSURANCE HOLDING CORPORATION
---------------------------------------
(Registrant)
Date: May 2, 2003 By: /s/ Marc A. Meiches
------------------------------------------------
Marc A. Meiches
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: May 2, 2003 By: /s/ William J. Steilen
------------------------------------------------
William J. Steilen
Vice President and Controller
(Principal Accounting Officer)
10
GE GLOBAL INSURANCE HOLDING CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
-------------
I, Ronald R. Pressman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of GE Global
Insurance Holding Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 2, 2003
/s/ Ronald R. Pressman
- ----------------------
Ronald R. Pressman
Chief Executive Officer
11
GE GLOBAL INSURANCE HOLDING CORPORATION
AND CONSOLIDATED SUBSIDIARIES
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
-------------
I, Marc A. Meiches, certify that:
1. I have reviewed this quarterly report on Form 10-Q of GE Global
Insurance Holding Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 2, 2003
/s/ Marc A. Meiches
- ---------------------
Marc A. Meiches
Chief Financial Officer
12