-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcJn37IorjZ45nEmZy4nJBnNc79h3SzxAYtm0vAPVcbw7qqhyJttiBL3AYZ1tWiN iD3+A3MPfQDqffCv6TvZYw== 0000950128-02-000320.txt : 20020415 0000950128-02-000320.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950128-02-000320 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK N A CENTRAL INDEX KEY: 0000216543 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 250659306 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 333-01478 FILM NUMBER: 02588411 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CTR STREET 2: ROOM 980 CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 MAIL ADDRESS: STREET 1: ONE MELLON CENTER STREET 2: ROOM 980 CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON PREMIUM FINANCE LOAN OWNER TRUST CENTRAL INDEX KEY: 0001141438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1201 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 333-61760-02 FILM NUMBER: 02588412 BUSINESS ADDRESS: STREET 1: C/O CHASE MANHATTAN BANK USA N A STREET 2: 1201 N MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 15256-0001 BUSINESS PHONE: 3024283372 MAIL ADDRESS: STREET 1: C/O CHASE MANHATTAN BANK USA N A STREET 2: 1201 N MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 15256-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST CENTRAL INDEX KEY: 0001021949 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 250659306 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 333-11961 FILM NUMBER: 02588413 BUSINESS ADDRESS: STREET 1: ONE MELLON CENTER CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4123234500 MAIL ADDRESS: STREET 1: ONE MELLON BANK CENTER CITY: PITTSBURGH STATE: PA ZIP: 15258 FORMER COMPANY: FORMER CONFORMED NAME: MELLON BANK PREMIUM FINANCE MASTER TRUST DATE OF NAME CHANGE: 19960829 10-K405 1 j9346701e10-k405.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 MELLON BANK, N.A. (Originator of Mellon Bank Premium Finance Loan Master Trust) (Exact name of Registrant as specified in its charter) United States 333-04178 25-0659306 (State or other jurisdiction (Commission (IRS Employer ID of incorporation) File Number) Number) One Mellon Center Pittsburgh, Pennsylvania 15258 (412) 234-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal offices) N/A (Former name or former address, if changed since last report) ------------------------------------------------------------------- MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST (Exact name of Registrant as specified in its charter) New York 333-11961 51-0015912 (State or other jurisdiction (Commission (IRS Employer ID of incorporation) File Number) Number) One Mellon Center Pittsburgh, PA 15258 (412) 234-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal offices) N/A (Former name or former address, if changed since last report) ------------------------------------------------------------------- MELLON PREMIUM FINANCE LOAN OWNER TRUST (Exact name of Registrant as specified in its charter) Delaware 33-61760-02 51-6522553 (State or other jurisdiction (Commission (IRS Employer ID of incorporation) File Number) Number) c/o Chase Manhattan Bank, USA, National Association 1201 N. Market Street Wilmington, DE 19801 (302) 428-3372 Carl Krasik, Esq. Mellon Financial Corporation Suite 1910 500 Grant Street Pittsburgh, Pennsylvania 15258-0001 (412) 234-5222 (Address, including zip code, and telephone number, including area code, of registrant's principal offices) N/A (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by a 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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --- The Registrant estimates that as of March 1, 2002, the aggregate market value of voting and non-voting common equity of the Registrant held by non-affiliates of the Registrant was $0. As of March 1, 2002, the Registrant had no outstanding shares of any class of common stock. No documents have been incorporated by reference in this Form 10-K. TABLE OF CONTENTS PART I Page ---- Item 1. Business 1 Item 2. Properties 1 Item 3. Legal Proceedings 1 Item 4. Submission of Matters to a Vote of Security Holders 1 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 1 Item 6. Selected Financial Data 1 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 2 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 2 Item 8. Financial Statements and Supplementary Data 2 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 2 PART III Item 10. Directors and Executive Officers of the Registrant 2 Item 11. Executive Compensation 2 Item 12. Security Ownership of Certain Beneficial Owners and Management 2 Item 13. Certain Relationships and Related Transactions 2 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 3
The Mellon Bank Premium Finance Loan Master Trust (the "Master Trust") was formed pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1996, among Mellon Bank, N.A. ("Mellon Bank"), as Transferor, AFCO Credit Corporation ("AFCO") and AFCO Acceptance Corporation ("AFCO Acceptance"), as Servicer, Premium Financing Specialists, Inc. ("PFS") and Premium Financing Specialists of California, Inc. ("PFSC"), as Back-up Servicer, and The First National Bank of Chicago, as Trustee. An Amended and Restated Pooling and Servicing Agreement for the Master Trust, dated as of June 15, 2001, was entered into by and among Mellon Premium Finance Loan Owner Trust (the "Owner Trust"), AFCO Credit and AFCO Acceptance, as Servicer, PFS and PFSC, as Back-up Servicer, and Wells Fargo Bank Minnesota, National Association, as Trustee. The Master Trust was formed for the purpose of acquiring certain trust assets and issuing certificates under the Pooling and Servicing Agreement, as amended and restated from time to time, and one or more supplements thereto. The property of the Master Trust includes a portfolio of receivables arising under selected premium finance agreements originated by either AFCO Credit or AFCO Acceptance to finance the payment of premiums and related sums on insurance policies, which were transferred by AFCO Credit or AFCO Acceptance to the Owner Trust, and by the Owner Trust to the Master Trust. On December 19, 1996, the Master Trust issued $440,000,000 aggregate principal amount of Class A Floating Rate Asset Backed Certificates, Series 1996-1 and $25,000,000 aggregate principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (together, the "1996 Certificates") under Registration Statement No. 333-11961 and (in a non-registered transaction) an uncertificated interest in the Master Trust in the principal amount of $35,000,000 designated as the Collateral Interest, Series 1996-1 (the "1996 Collateral Interest"). On June 15, 2001, the entire principal of and all interest due on the 1996 Certificates and the 1996 Collateral Interest was paid in full. On June 15, 2001, the Trust issued $450,000,000 aggregate principal amount of Class A Floating Rate Asset Backed Certificates, Series 2001-1 and $20,000,000 aggregate principal amount of Class B Floating Rate Asset Backed Certificates, Series 2001-1 under Registration Statement Nos. 333-53250, 333-53250-01 and 333-53250-02 (on Form S-3) (together, the "2001 Public Certificates") and (in a non-registered transaction) an uncertificated interest in the Master Trust in the principal amount of $30,000,000 designated as the Collateral Interest, Series 2001-1. Also on June 15, 2001, the Trust issued in a non-registered transaction $270,000,000 aggregate principal amount of Class A Floating Rate Asset Backed Certificates, Series 2001-2, $12,000,000 aggregate principal amount of Class B Floating Rate Asset Backed Certificates, Series 2001-2 and an uncertificated interest in the Master Trust in the principal amount of $18,000,000 designated as the Collateral Interest, Series 2001-2. PART I ITEM 1. BUSINESS Omitted. ITEM 2. PROPERTIES Omitted. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 1 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of March 21, 2002, there were 9 Holders of record of the Series 2001-1 Class A Certificates and 1 Holder of record of the Series 2001-1 Class B Certificates. To the knowledge of the Master Trust, there is an over the counter public trading market for the 2001 Public Certificates, although the frequency of transactions varies substantially over time. ITEM 6. SELECTED FINANCIAL DATA Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Omitted. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Omitted. ITEM 11. EXECUTIVE COMPENSATION Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Holders of Class of 2001 Public Certificates generally do not have a right to vote and are prohibited from taking part in the management of the Trust. 2 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K (a) Listed below are the documents filed as a part of this report: Exhibit Number 20.1 Annual Certificateholders Report, Series 2001-1 20.2 Annual Servicer's Certificate 20.3 Report of Independent Certified Public Accountants 20.4 Annual Aggregate Certificateholders Statement, Series 2001-1 (b) Reports on Form 8-K: The Master Trust filed Forms 8-K with the Commission reporting information under Items 5 and 7, dated as follows: January 9, 2001 January 31, 2001 February 9, 2001 February 28, 2001 March 9, 2001 March 31, 2001 April 10, 2001 May 9, 2001 May 21, 2001 June 11, 2001 June 15, 2001 July 16, 2001 August 9, 2001 September 11, 2001 October 9, 2001 November 8, 2001 December 11, 2001 (c) Omitted. (d) Omitted. 3 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. MELLON BANK, N.A., as registrant By: /s/ Michael A. Bryson ------------------------------------- Name: Michael A. Bryson Title: Executive Vice President & Chief Financial Officer MELLON PREMIUM FINANCE LOAN OWNER TRUST, as registrant By: Mellon Bank, N.A., as administrator By: /s/ Michael A. Bryson ------------------------------------- Name: Michael A. Bryson Title: Executive Vice President & Chief Financial Officer MELLON PREMIUM FINANCE LOAN MASTER TRUST, as registrant By: Mellon Bank, N.A., as administrator By: /s/ Michael A. Bryson ------------------------------------- Name: Michael A. Bryson Title: Executive Vice President & Chief Financial Officer Date: March ___, 2002 EXHIBIT INDEX Exhibit - ------- 20.1 Annual Certificateholders Report, Series 2001-1 20.2 Annual Servicer's Certificate 20.3 Report of Independent Certified Public Accountants 20.4 Annual Aggregate Certificateholders Statement, Series 2001-1 EX-20.1 3 j9346701ex20-1.txt ANNUAL CERTIFICATE HOLDERS REPORT SERIES 2001-1 Exhibit 20.1 ANNUAL AGGREGATE CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2001-1 ANNUAL PERIOD ENDING DECEMBER 31, 2001 ANNUAL HOLDER'S DISTRIBUTION SUMMARY Pursuant to Section 5.2, Servicer does herby declare to the Trustee the following distributions for the calendar year 2001 as set forth below: Interest Payments A. Pursuant to subsection 4.11(g); 1. Amount distributed to the Class A Holders 9,313,250.00 2. Amount distributed to the Class B Holders 444,833.33 3. Amount distributed to the Collateral Interest Holder 699,335.34 Principal Payments B. Pursuant to subsection 4.11(h)(i); 1. Amount distributed to the Class A Holders $0.00 2. Amount distributed to the Class B Holders $0.00 3. Amount distributed to the Collateral Interest Holder $0.00 AFCO CREDIT CORPORATION, as Servicer By /s/ C. Leonard O'Connell ------------------------------------- Name: C. Leonard O'Connell Dated March 15, 2002 Title: Senior Vice President & Chief Financial Officer EX-20.2 4 j9346701ex20-2.txt ANNUAL SERVICER'S CERTIFICATE Exhibit 20.2 AFCO CREDIT CORPORATION MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST The undersigned, a duly authorized representative of AFCO Credit Corporation ("AFCO"), as Servicer, pursuant to the Pooling and Servicing Agreement dated as of June 15, 2001 (as may be amended and supplemented from time to time, the "Agreement"), among Mellon Premium Finance Loan Owner Trust, as Transferor, AFCO Credit Corporation, as Servicer, AFCO Acceptance Corporation, as Servicer, Premium Financing Specialists, Inc., as Back-up Servicer, Premium Financing Specialists of California, Inc., as Back-up Servicer and Wells Fargo Bank Minnesota, National Association, as Trustee, does hereby certify that: 1. AFCO is, as of the date hereof, Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to Trustee. 3. A review of the activities of Servicer during the fiscal year ending December 31, 2001, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 15th day of March, 2002. AFCO CREDIT CORPORATION, as Servicer By: /s/ C. Leonard O'Connell --------------------------------------- Name: C. Leonard O'Connell Title: Senior Vice President, Treasurer and Chief Financial Officer EX-20.3 5 j9346701ex20-3.txt REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT Exhibit 20.3 INDEPENDENT ACCOUNTANTS' REPORT Mellon Bank Premium Finance Loan Master Trust c/o Wells Fargo Bank Minnesota, N.A., as Trustee: AFCO Credit Corporation, as Servicer AFCO Acceptance Corporation, as Servicer We have examined the accompanying assertion made by management on AFCO Credit Corporation's and AFCO Acceptance Corporation's (jointly, AFCO) compliance, as Servicer, with Sections 4.2, 4.3, 4.5 and 8.8 of the Pooling and Servicing Agreement for the Mellon Bank Premium Finance Loan Master Trust and Sections 4.7(a)(i) and 4.8 of the Supplement (Series 2001-1), both dated June 15, 2001 (as amended, collectively, the Agreement), for the period June 15, 2001 through December 31, 2001. Management is responsible for AFCO's compliance with the aforementioned sections of the Agreement. Our responsibility is to express an opinion on management's assertion about AFCO's compliance based upon our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about AFCO's compliance with the aforementioned sections of the Agreement and performing such other procedures as we considered necessary in the circumstances. We believe our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on AFCO's compliance with the Agreement. In our opinion, management's assertion that AFCO was materially in compliance with the aforementioned sections of the Agreement for the period June 15, 2001 through December 31, 2001, is fairly stated, in all material respects. /s/ KPMG LLP - ---------------------- Pittsburgh, Pennsylvania March 15, 2002 MANAGEMENT REPORT ON AFCO CREDIT CORPORATION'S AND AFCO ACCEPTANCE CORPORATION'S COMPLIANCE, AS SERVICER, WITH THE SERVICING REQUIREMENTS OF THE POOLING AND SERVICING AGREEMENT Management of AFCO Credit Corporation and AFCO Acceptance Corporation (jointly, "AFCO"), as Servicer, is responsible for compliance with the servicing requirements in Sections 4.2, 4.3, 4.5, and 8.8 of the Pooling and Servicing Agreement for the Mellon Bank Premium Finance Loan Master Trust and Sections 4.7(a)(i) and 4.8 of the Supplement (Series 2001-1), both dated as of June 15, 2001 (as amended, collectively, the "Agreement"). Management has performed an evaluation of AFCO's compliance with the aforementioned sections of the Agreement for the period June 15, 2001 through December 31, 2001. Based upon this evaluation, management believes that, for the period June 15, 2001 through December 31, 2001, AFCO, as Servicer, was materially in compliance with the aforementioned sections of the Agreement. /s/ Daryl J. Zupan /s/ C. Leonard O'Connell - --------------------- -------------------------------- Daryl J. Zupan C. Leonard O'Connell President Senior Vice President, Treasurer, and Chief Financial Officer March 15, 2002 EX-20.4 6 j9346701ex20-4.txt ANNUAL AGGREGATE CERTIFICATEHOLDERS STATEMENT Exhibit 20.4 ANNUAL AGGREGATE CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2001-1 COVERING THE PERIOD BEGINNING JUNE 15, 2001 (DATE OF CLOSING) AND ENDING DECEMBER 31, 2001 1. Investor Interest as of December 31, 2001 Class A $ 450,000,000.00 Class B 20,000,000.00 Colateral Interest Holder 30,000,000.00 Total Investor Interest $ 500,000,000.00 2. 3- Month LIBOR as per reset dates: June 13, 2002 3.89000% September 13, 2001 3.15000% December 13, 2001 1.87000% 3. Determination of Certificate Rates: a) Class A: 3-Month LIBOR plus 18 basis points b) Class B: 3-Month LIBOR plus 44 basis points c) Class C: As per Loan Agreement 4. Servicing Fee Rate 0.50000% 5. Receivable Balances as of December 31, 2001 Aggregate Receivables $ 1,061,971,857.68 Finance Charge Receivables 16,951,795.76 Principal Receivables $ 1,045,020,061.92 6. Annual Servicers' Fee $ 1,458,333.33 7. Aggregate Investor Default Amount $ 753,986.09 8. Floating Investor Interest as of December 31, 2001 47.84597% 9. Transferor Interest as of December 31, 2001 $ 545,020,061.92 10. 2001 Aggregate Collections (a) Principal Receivables $ 1,305,738,399.11 (b) Finance Charge Receivables (inc. net recoveries, 42,407,165.23 (c) Principal and Finance Charge Receivables $ 1,348,145,564.34 (d) Late Charges 5,300,441.33 (e) Total Collections $ 1,353,446,005.67 11. Delinquencies as of December 31, 2001 (a) 30 days delinquent $ 4,070,570.59 (b) 60 days delinquent 2,307,414.90 (c) 90 days delinquent 2,317,544.48 (d) 120 + days delinquent 3,696,999.28 (e) Total 30 + days delinquent $ 12,392,529.25 12. 2001 Aggregate Default Amount $ 1,575,861.18 13. AFCO is Servicer? Yes 14. 2001 Aggregate Allocation and Application of Collections: (a) Class A Available Funds $ 20,543,551.01 (b) Class A Optimal Interest 9,313,250.00 (c) Class A Monthly Interest 9,313,250.00 (d) Class A Deficiency Amount - (e) Class A Additional Interest - (f) Class A Servicing Fee 1,312,500.00 (g) Unpaid Class A Servicing from prior periods - (h) Class A Investor Default Amount 678,587.48 (i) Class A contribution to Excess Spread 9,239,213.53 (j) Class B Available Funds $ 913,046.71 (k) Class B Optimal Interest 444,833.33 (l) Class B Monthly Interest 444,833.33 (m) Class B Deficiency Amount - (n) Class B Additional Interest - (o) Class B Servicing Fee 58,333.33 (p) Unpaid Class B Servicing from prior periods - (q) Class B contribution to Excess Spread 409,880.05 (r) Collateral Available Funds $ 1,369,570.07 (s) Collateral Servicing Fee (if NOT AFCO) - (t) Collateral Interest contribution to Excess Spread 1,369,570.07 (u) Total Excess Spread $ 11,018,663.65 (v) Class A Required Amount - (w) Unreimbursed Class A Investor Charge-Offs - (x) Class B Required Amount 30,159.44 (includes Class B Investor Default Amount) (y) Unreimbursed Class B Investor Charge-Offs - (z) Collateral Monthly Interest 699,335.34 (aa) Coll. Int. Svcg Fee (if AFCO) 87,500.00 (ab) Collateral Interest Default Amount 45,239.17 (ac) Unreimbursed Collateral Interest Charge-Offs - (ad) Reserve Account Funding Date month 24 (ae) Reserve Fund Cap 0.50% (af) Required Reserve Account Amount $ - (ag) Reserve Account Balance $ - (ah) Payable under the Loan Agreement $ - (ai) Class A Shortfall Amount $ - (aj) Class B Shortfall Amount $ - AFCO CREDIT CORPORATION, as Servicer By /s/ C. Leonard O'Connell --------------------------------------- Name: C. Leonard O'Connell Dated: March 15, 2002 Title: Senior Vice President & Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----