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, 2002
Commission file number: 000-23745
---------------------------------
BNP U.S. Funding L.L.C.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3972207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
787 Seventh Avenue, New York, N.Y. 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 841-2000
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Securities registered pursuant to Section 12(b) of the Act: None
Name of Each Exchange on
Title of Each Class which Registered
------------------------------------ ------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Noncumulative Preferred Securities, Series A
(Liquidation Preference US$10,000 per Series A Preferred Security)
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No|_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in 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|
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes|_| No|X|
All outstanding shares of Common Stock were held by BNP PARIBAS, the
Registrant's parent Company, at December 31, 2002
Number of Shares of Common Stock outstanding on December 31, 2002: 53,011
Document incorporated by reference Part of Form 10-K
in this Form 10-K which incorporated
------------------------------------ ------------------------------------
None --
Form 10-K Index
PAGE
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PART I
- ------
Item 1: Business....................................................3
Item 2: Properties.................................................10
Item 3: Legal Proceedings..........................................10
Item 4: Submission of Matters to a Vote
of Securityholders.......................................10
PART II
- -------
Item 5: Market for Registrant's Common Equity and Related
Securityholder Matters...................................10
Item 6: Selected Financial Data....................................10
Item 7: Management's Discussion and Analysis of
Financial Condition and Results of Operations............11
Item 7A: Quantitative and Qualitative Disclosures About
Market Risk..............................................15
Item 8: Financial Statements and Supplementary Data................20
Item 9: Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure...................38
PART III
- --------
Item 10: Directors and Executive Officers of the Company............38
Item 11: Executive Compensation.....................................39
Item 12: Security Ownership of Certain Beneficial
Owners and Management....................................39
Item 13: Certain Relationships And Related Transactions.............39
Item 14: Controls and Procedures....................................39
PART IV
- -------
Item 15: Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................................39
FORWARD LOOKING DISCLOSURE STATEMENT
From time to time, the Company may publish, verbally or in written form,
forward-looking statements relating to such matters as anticipated financial
performance, economic conditions, interest rate levels, investment prospects and
similar matters. In fact, this annual report on Form 10-K (or any other periodic
reporting documents required by the Securities Exchange Act of 1934 Act, as
amended) may contain forward-looking statements reflecting the current views of
the Company concerning potential future events or developments. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides a "safe harbor"
for forward-looking statements. In order to comply with the terms of the "safe
harbor," the Company cautions investors that any forward-looking statements made
by the Company are not guarantees of future performance and that a variety of
factors could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations expressed in the
Company's forward-looking statements. The risks and uncertainties which may
affect the operations, performance, development and results of the Company's
business include, but are not limited to, the following: uncertainties relating
to economic conditions and interest rate levels, and uncertainties relating to
government and regulatory policies. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
the statements were made.
Item 1: Business
General
BNP U.S. Funding L.L.C. (the "Company" or the "Registrant") is a Delaware
limited liability company formed on October 14, 1997, for the purpose of
acquiring and holding certain types of eligible securities that generate net
income for distribution to the holders of its Series A Preferred Securities (as
defined below) and its redeemable Common Securities (as defined below). The
Company has no subsidiaries and is a wholly owned subsidiary of the New York
Branch (the "Branch") of BNP PARIBAS (formerly, Banque Nationale de Paris), a
societe anonyme or limited liability corporation organized under the laws of the
Republic of France (the "Bank", "BNP PARIBAS" or "BNPP"). The Company was
continued pursuant to the Amended and Restated Limited Liability Company
Agreement of the Company (the "Company's Charter" or the "Charter") entered into
on December 5, 1997, by the Branch.
The Company was initially capitalized on October 14, 1997, with the issuance to
the Branch of one share of the Company's redeemable common securities, $10,000
par value (the "Common Securities"). On December 5, 1997 (inception), the
Company commenced operations concurrent with the issuance of 50,000 Series A,
liquidation preference $10,000 per security, (the "Series A Preferred
Securities"), to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and the issuance of an additional 53,010
Common Securities to the Branch. These issuances raised in the aggregate
$1,030,115,873 of net capital (including $5,873 of additional paid in capital).
This entire amount was used to acquire a portfolio of debt securities (the
"Initial Portfolio") at their fair values from the Branch. On December 3, 2002,
the Branch contributed $3,000,000 of additional paid in capital.
The Company entered into a services agreement (the "Services Agreement") with
the Branch on December 5, 1997, pursuant to which the Branch maintains the
securities portfolio of the Company (the "Portfolio") and performs other
administrative functions. All of the Company's officers and employees are
officers or employees of the Branch or the Bank. The securities in the Portfolio
are held by Citibank N.A., acting as trustee (the "Trustee") under the trust
agreement between the Company and Citibank N.A. dated December 1, 1997 (the
"Trust Agreement").
General Description of the Portfolio
Types of Eligible Securities
Pursuant to its Charter and resolutions adopted by its Board of Directors, the
Company may invest only in specified types of securities ("Eligible
Securities"). Eligible Securities currently consist of (i) mortgage pass-through
securities issued or guaranteed by the Government National Mortgage Association
("GNMA"), the Federal National Mortgage Association ("FNMA") or the Federal Home
Loan Mortgage Corporation ("FHLMC") that represent fractional undivided
interests in pools of the relevant mortgage loans ("Agency Securities"); (ii)
REMIC securities that are issued or guaranteed by GNMA, FHLMC or FNMA and that
represent beneficial ownership interests in trusts established by GNMA, FHLMC or
FNMA, the assets of which consist directly or indirectly of Agency Securities or
other, previously issued REMIC securities of this type ("REMIC Agency
Securities"); (iii) REMIC securities that are issued by an unrelated private
company and secured directly or indirectly by Agency Securities and rated AAA by
Standard & Poor's as to creditworthiness, that represent beneficial ownership
interests in a trust established by such private company, the assets of which
consist directly or indirectly of Agency Securities, REMIC Agency Securities, or
other previously issued REMIC securities of this type ("Agency Collateralized
Securities"); (iv) unsecured, current pay, direct debt obligations of FNMA and
FHLMC ("Agency Debentures"); (v) U.S. Treasury securities with a maturity of up
to ten years ("Treasuries"); and (vi) specified short-term investments not
subject to U.S. withholding tax ("Short-Term Instruments" and, collectively with
the securities included in (i)-(v) above, the "Eligible Securities"). Categories
(i) through (iii) above are referred to herein as "Mortgage-Backed Securities".
REMIC Agency Securities include GNMA REMIC Securities, FHLMC REMIC Securities
and FNMA REMIC Securities. The trusts set up in connection with REMIC Agency
Securities and Agency Collateralized Securities may have elected to be treated
as real estate mortgage investment conduits ("REMICs") for federal income tax
purposes.
The types of Agency Securities in the Portfolio are (i) securities backed only
by mortgages with adjustable rates that reset annually at a given rate plus a
net margin ("Agency ARMs"); (ii) securities backed by mortgages with a fixed
rate for a specified period of time, after which they reset annually at a given
rate plus a net margin ("Agency Hybrid ARMs"); (iii) unsubordinated debentures
which bear interest at a fixed rate and are not redeemable by the issuer prior
to maturity ("Agency Debentures"); and (iv) securities backed by fixed rate
loans on multifamily properties ("Agency DUSs").
Set forth below is a description, as of December 31, 2002, of the Portfolio. As
of December 31, 2002, the Eligible Securities included in the Portfolio had an
aggregate amortized cost of $987,326,016 and an estimated fair value of
$1,100,552,196. The composition of the Portfolio, stated in terms of amortized
cost, is presented in the following table:
Portfolio As of December 31, 2002
Percentage of
Aggregate Portfolio by Number of
Amortized Cost ($000) Aggregate Securities
Type of Security Amortized Cost
- ------------------------------------------------ -------------------- -------------------- -------------
Floating-Rate REMICs.............................. $ 25,367 2.57% 11
Fixed-Rate REMICs................................. 46,309 4.69 3
Agency ARMs....................................... 25,707 2.60 25
Agency Hybrid ARMs................................ 37,674 3.82 17
Agency Debentures................................. 486,760 49.30 12
Agency DUSs....................................... 365,509 37.02 28
--------- -------- ---
TOTAL............................................. $ 987,326 100.00% 96
========= ======== ===
Description of Types of Securities
Floating-Rate REMICs
Floating-Rate REMICs are backed by Agency Securities where a particular portion
of the cash flows are directed to the Floating-Rate REMICs. FNMA, FHLMC and
GNMA all guarantee the full and timely payment of principal and interest on the
pools of mortgages, which flow through to the REMICs. These REMICs are
floating-rate securities whose interest rates reset monthly at the then-current
rate of one-month LIBOR plus a margin. The interest ratio is subject to a
lifetime cap and floor. The interest cap, floor and margin all vary by
security.
FLOATING-RATE REMICS
As of December 31, 2002
Weighted
Amortized Cost Current Coupon Life Cap Average Life
Series ($000) (Years) Maturity Date
- ---------------------------- ----------------- ---------------- ----------- --------------- ----------------
FANNIE MAE 1993-210 FB........ $7,278 1.84% 9.00% 1.43 10-25-2022
FHLMC-GNMA 38 F............... 387 1.94 10.00 0.35 8-25-2023
FANNIE MAE 1997-28 FA......... 1,593 3.40 10.00 2.87 5-25-2027
FANNIE MAE 1990-121 F......... 3,335 2.24 11.50 2.31 10-25-2020
FANNIE MAE 1992-141 FA........ 1,053 1.94 10.50 1.37 8-25-2007
Morgan Stanley Mortgage
Trust 41 Class 1(1)....... 1,455 2.09 10.00 2.32 2-20-2022
FREDDIE MAC 1040 H............ 3,821 2.39 11.00 2.32 2-15-2021
FANNIE MAE 1997-42 F.......... 159 1.94 9.00 0.08 12-18-2025
FANNIE MAE 1935 FA............ 304 2.04 9.00 0.08 2-15-2026
FANNIE MAE 1721 M............. 4,550 3.56 9.00 0.55 5-15-2024
FANNIE MAE G92 60 F........... 1,432 3.36 10.00 2.11 10-25-2022
-----
Total......................... $25,367
======
(1) Morgan Stanley Mortgage Trust 41 was established as of December 1, 1991 by
Morgan Stanley Capital I Inc.
Fixed-Rate REMICs
Fixed-Rate REMICs are backed by Agency Securities where a particular portion of
the cash flows is directed to the Fixed-Rate REMICs. FNMA, GNMA and FHLMC all
guarantee the full and timely payment of principal and interest on the pools of
mortgages, which flow through to the Fixed-Rate REMICs.
FIXED-RATE REMICS
As of December 31, 2002
Amortized Current Weighted Average Maturity
Series Cost ($000) Coupon Life (Years) Date
- --------------------------------- ------------- --------- ------------------ ------------
FANNIE MAE 1997-56 PE........... $35,655 6.50% 0.78 6-18-2026
FANNIE MAE 1993-188B TA......... 654 6.50 0.34 10-25-2013
FANNIE MAE 1997-M5 C............ 10,000 6.74 4.64 8-25-2007
------
Total........................... $46,309
======
Agency ARMs
The Agency ARMs in the Adjustable Rate Mortgage ("ARM") pools consist of
securities having the timely payment of principal and interest generally
guaranteed by GNMA, FNMA and FHLMC. The securities consist of pools of
adjustable rate mortgages, whose interest rates reset annually at a rate equal
to the then-current rate of the One-Year Constant Maturity Treasury Index (as
defined below) plus a net margin. The interest ratio for each ARM pool is
subject to a periodic cap and a lifetime cap, which vary by agency and pool.
The One-Year Constant Maturity Treasury Index ("CMT") is the weekly average
yield on U.S. Treasury securities adjusted to a constant maturity of one year as
published by the Federal Reserve Board in Statistical Release H. 15(519) or any
similar publication or, if not so published, as reported by any Federal Reserve
Bank or by any U.S. Government department or agency. The Three-Year Constant
Maturity Treasury Index is the weekly average yield on U.S. Treasury securities
adjusted to a constant maturity of three years as published in a similar manner
as The One-Year Constant Maturity Treasury Index.
AGENCY ARMs
As of December 31, 2002
Amortized Cost Current Life Weighted Average Maturity
Pool No. (1) ($000) Coupon Cap Life (Years) Date
-------------- ------------------------------------------------------------------------
FH 846384 $ 1,066 4.89% 11.77% 1.93 12-1-2026
FN 313190 919 4.86 12.12 9.34 9-1-2026
FN 313242 373 4.56 11.96 4.75 11-1-2026
FN 313311 303 5.21 11.86 1.28 12-1-2026
FN 313377 951 5.44 11.74 2.05 2-1-2027
FN 313432 440 5.63 11.84 7.19 2-1-2027
FN 363057 162 6.24 11.38 0.69 2-1-2027
FN 363070 371 5.41 11.49 2.78 3-1-2027
FN 367349 188 6.35 11.98 14.12 12-1-2026
FN 370478 76 6.09 11.37 14.17 2-1-2027
FN 370479 129 5.74 11.31 6.13 3-1-2027
FN 374711 331 4.61 11.72 3.29 7-1-2027
FN 378243 59 4.85 12.23 14.32 7-1-2027
FN 391247 1,384 4.88 11.37 5.15 4-1-2027
FN 394850 36 4.71 12.07 0.37 7-1-2027
FN 397901 534 4.62 11.89 1.76 8-1-2027
FH 610727 180 5.14 12.35 11.30 5-1-2027
G 280094 3,902 5.75 11.00 1.69 7-20-2027
G 28506 4,065 5.75 12.50 3.12 9-20-2024
G 280001 896 6.63 11.00 3.52 10-20-2026
FH 786213 3,791 6.89 12.55 1.34 12-1-2027
FH 785825 1,471 6.77 12.18 0.95 5-1-2027
FH 786088 3,902 6.72 12.26 0.99 12-1-2027
FN 396355 121 4.62 11.80 13.88 8-1-2027
FN 419444 57 4.75 11.59 10.18 2-1-2028
------
Total............. $25,707
======
- --------------
(1)"FN"= FNMA; "G"= GNMA; and "FH"= FHLMC.
Agency Hybrid ARMs
The Agency Hybrid ARMs consist of securities having the timely payment of
principal and interest guaranteed by FNMA and FHLMC. The securities consist of
mortgages that have a fixed interest rate for a specified period of time, after
which the interest rate resets annually at a rate equal to the then-current rate
of the One-Year Constant Maturity Treasury Index (as defined above) plus a
security net margin, except that pools underlying the Fannie Mae 422268 have a
coupon that resets every three years at a rate equal to the then-current rate of
the Three-Year Constant Maturity Treasury Index (as defined above) plus a
security net margin. The interest rate of each ARM pool is subject to a periodic
cap and a lifetime cap which vary by pool.
AGENCY HYBRID ARMs
As of December 31, 2002
Amortized Cost Current Life Weighted Average Maturity
Pool No. (1) ($000) Coupon Cap Life (Years) Date
- -------------- --------------------------------------------------------------------------
FN 312824 $ 738 7.38% 12.38% 1.24 6-1-2025
FN 345856 2,221 4.45 11.87 1.65 8-1-2026
FN 361370 4,531 4.85 13.57 1.47 7-1-2026
FN 361372 6,132 7.86 12.90 1.72 7-1-2026
FN 374138 3,282 4.37 11.35 3.12 3-1-2027
FN 397136 2,495 7.74 13.76 3.33 6-1-2027
FN 362968 528 7.67 12.24 1.24 1-1-2026
FN 374917 1,495 6.60 11.75 1.91 4-1-2027
FN 403006 1,525 6.46 11.50 1.46 11-1-2027
FN 404484 1,074 6.44 11.50 0.64 11-1-2027
FN 422265 2,349 6.53 13.26 1.97 1-1-2026
FN 422268 660 6.63 12.94 1.34 12-1-2024
FN 422276 4,848 5.52 13.23 1.57 12-1-2027
FN 409850 946 6.65 11.63 1.47 3-1-2028
FN 415286 1,157 5.89 12.38 1.09 2-1-2028
FN 417833 2,322 6.25 11.45 1.25 3-1-2028
FH 786414 1,371 6.56 12.03 2.05 7-1-2028
-------
Total.......$ 37,674
=======
(1) "FN"= FNMA; and "FH"= FHLMC
Agency Debentures
Pursuant to a Board of Directors resolution of November 4, 1998, the Company may
invest in Agency Debentures. The Agency Debentures consist of conventional debt
securities issued periodically directly by either FNMA or FHLMC. Such Agency
Debentures are not secured by any collateral and represent general unsecured
obligations of FNMA or FHLMC. The Company is permitted to purchase only
unsubordinated debentures which pay interest on a current basis. The Agency
Debentures purchased by the Company bear interest at a fixed rate and are not
redeemable by the issuer prior to maturity.
AGENCY DEBENTURES
As of December 31, 2002
Security Amortized Cost Current Weighted Average Maturity
Description ($ 000) Coupon Life (Years) Date
- ------------------------------------------------------------------------------------------------
FHLMC 3134A2DT2 $ 24,534 5.75% 4.50 4-15-2008
FNMA 31359MCY7 129,400 2.13 4.51 10-9-2007
FNMA 31359MDR1 60,629 1.75 4.96 3-26-2008
FNMA 31359MDU 46,238 6.00 4.56 5-15-2008
FNMA 31359C5BO 23,919 6.44 3.92 8-14-2007
FNMA 31359C6C 7,496 6.48 3.95 8-27-2007
FNMA 31359CU55 12,203 6.70 3.86 6-19-2007
FNMA 31359CYE 50,000 6.68 3.58 3-5-2007
FNMA 31359MGH0 53,322 6.63 4.07 10-15-2007
FNMA 31359CYX0 50,000 6.80 3.60 3-14-2007
FNMA 31359C5Q7 19,053 6.55 3.93 8-20-2007
FHLMC 3134A4NW0 9,966 4.88 3.72 3-15-2007
-------
Total $486,760
=======
Agency DUSs
Pursuant to a Board of Directors resolution of November 4, 1998, the Company may
invest in Agency DUSs. A Delegated Underwriting and Servicing (DUS) pool is 100%
guaranteed by FNMA and backed by loans on multifamily properties. These are
fixed-rate loans ranging in size from $1 million to $70 million. FNMA guarantees
timely payment of interest and principal, including any balloon payments.
Consequently, there is no risk of a loss of principal. Loans include yield
maintenance provisions that permit the borrower to prepay his mortgage but only
with a penalty that is sufficient to compensate the investor for early
prepayment. Any yield maintenance collected is passed through to the investor.
AGENCY DUSs
As of December 31, 2002
Security Amortized Cost Current Weighted Average Maturity
Description ($ 000) Coupon Life (Years) Date
- -----------------------------------------------------------------------------------------------------------------
FNMA 380491 $ 5,681 6.11% 5.31 7-1-2008
FNMA 380583 18,969 6.15 5.30 8-1-2008
FNMA 381578 23,246 6.23 6.39 5-1-2009
FNMA 381608 7,022 5.93 6.11 5-1-2009
FNMA 381640 5,687 5.86 6.03 4-1-2009
FNMA 380933 7,902 5.92 5.69 12-1-2008
FNMA 381152 5,103 5.88 5.84 1-1-2009
FNMA 381294 1,931 5.81 5.84 2-1-2009
FNMA 381488 4,274 6.19 6.04 4-1-2009
FNMA 381514 4,913 6.19 6.04 4-1-2009
FNMA 381730 15,573 6.39 6.20 6-1-2009
FNMA 381705 3,965 6.26 6.19 6-1-2009
FNMA 381450 11,695 5.78 5.99 3-1-2009
FNMA 381115 11,463 5.97 5.69 12-1-2008
FNMA 381117 4,904 5.80 5.84 1-1-2009
FNMA 380115 42,791 6.29 5.01 3-1-2008
FNMA 381556 15,348 6.04 6.01 4-1-2009
FNMA 380798 4,547 5.64 5.53 10-1-2008
FNMA 375433 8,250 6.68 4.63 10-1-2007
FNMA 375618 7,000 6.42 4.98 12-1-2007
FNMA 375385 4,718 6.87 4.56 9-1-2007
FNMA 20021 67,863 7.20 3.70 10-1-2006
FNMA 535642 9,742 6.94 4.05 10-1-2007
FNMA 313672 20,351 7.01 3.84 6-1-2007
FNMA 382497 7,557 7.41 4.46 7-1-2007
FNMA 375471 9,234 6.63 4.63 10-1-2007
FNMA 460685 26,500 4.90 3.83 8-1-2007
FNMA 73440 9,280 6.83 3.23 5-1-2006
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Total......... $365,509
=======
Item 2: Properties
The Company does not own or lease any property. It uses the facilities of the
Branch located at 787 Seventh Avenue, New York, New York 10019.
Item 3: Legal Proceedings
None.
Item 4: Submission of Matters to a Vote of Securityholders
None.
Item 5: Market for Registrant's Common Equity and Related
Securityholder Matters
Market Information
There is no established public trading market for the Company's Common
Securities, all of which are held by the Branch. The Bank has agreed with the
Company that, so long as any Series A Preferred Securities are outstanding, it
will maintain direct or indirect ownership of 100% of the outstanding Common
Securities.
Dividends
Holders of Common Securities are entitled to receive dividends when, as and if
declared by the Company's Board of Directors, out of net gains from the
disposition of securities in the Portfolio and net income not required to be
applied to fund dividends with respect to the Series A Preferred Securities.
During 2002, the Company did not declare or pay any dividends with respect to
Common Securities.
Item 6: Selected Financial Data
The following table sets forth selected financial data at December 31, 2002,
December 31, 2001, December 31, 2000, December 31, 1999, December 31, 1998, and
for the years then ended:
(in thousands, except share and yield data)
2002 2001 2000 1999 1998
--------------- ---------------- --------------- --------------- ----------------
Income Statement:
- -----------------
Interest income $ 34,548 $ 52,568 $ 67,330 $ 58,485 $ 53,703
Net income 32,894 52,277 66,341 57,685 53,432
Average number of Redeemable
Common Securities outstanding 53,011 53,011 53,011 53,011 53,011
Net income (loss) per Redeemable
Common Security (109.34) 256.31 521.61 358.33 278.10
Balance Sheet:
- --------------
Investment securities at carrying value 1,099,570 1,041,244 1,019,696 981,352 962,027
Total assets 1,150,885 1,081,823 1,056,505 1,263,193 1,574,170
Series A Preferred Securities outstanding 500,000 500,000 500,000 500,000 500,000
Total Redeemable Common Securities,
Preferred Securities, and
Securityholders' Equity $ 1,062,024 $ 1,051,702 $ 1,039,143 $ 1,030,131 $ 1,044,151
Other Data:
- -----------
Comprehensive income $ 46,012 $ 61,968 $ 75,003 $ 43,477 $ 62,717
Dividends paid on Series A
Preferred Securities $ 38,690 $ 38,690 $ 38,690 $ 38,690 $ 38,690
Dividends paid on Redeemable
Common Securities $ - $ 10,719 $ 27,301 $ 18,807 $ 14,134
Number of Series A Preferred
Securities outstanding 50,000 50,000 50,000 50,000 50,000
Number of Redeemable Common
Securities outstanding 53,011 53,011 53,011 53,011 53,011
Average yield on investment securities
(before results of hedging activities) 6.02% 6.40% 6.39% 6.07% 5.15%
Item 7: Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion pertains to the years ended December 31, 2002, and
December 31, 2001 (the "2002 Period" and the "2001 Period").
General
The Company was formed on October 14, 1997, and commenced operations on December
5, 1997, by the sale to qualified institutional buyers of 50,000 Series A
Preferred Securities and the sale to the Branch of 53,011 Common Securities.
Together, such sales raised net capital of $1,030,115,873, which the Company
used to purchase the Initial Portfolio from the Branch. On December 3, 2002, the
Branch contributed $3,000,000 of additional paid in capital.
The Company's sole business is to acquire, hold and manage debt instruments,
largely consisting of mortgage obligations, in the Portfolio, which generate net
income for distribution to securityholders. The Company's major source of income
is interest generated by the securities in the Portfolio.
Results of Operations
For the 2002 Period and 2001 Period, the Company had revenues of $34,548,021 and
$52,567,798, respectively. These amounts consisted of interest income on the
investment securities, the unrealized gain/loss on hedged securities and the
derivatives used as hedging instruments and interest on deposits.
The interest income on the investment securities includes interest income on the
remaining securities in the Initial Portfolio, which are considered to be
collateral held by the Company and which are no longer recognized on the balance
sheet pursuant to new guidance in Statement of Financial Accounting Standards
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, a replacement of SFAS 125" ("SFAS 140"), which
modified SFAS 125 in this respect, as explained in Note 3 to the financial
statements. The receivable for the consideration paid to the Branch for the
Initial Portfolio is recognized on the balance sheet and is an asset of similar
size as the remaining securities in the Initial Portfolio. The balance sheet
presentation results from compliance with SFAS 140 but does not reflect the
economic substance of the transaction, as further explained in the section on
the application of SFAS 125, as replaced by SFAS 140, below. For all economic
intent and purposes, the securities in the Initial Portfolio are owned by the
Company and managed as any other investment security, with related revenues
belonging to the Company and recorded as such in the income statement.
For the 2002 and 2001 Period, interest on the securities in the Portfolio
amounted to $48,742,745 and $50,881,325, respectively, representing an aggregate
yield of 6.02% and 6.40%, respectively. Interest earned and average yield with
respect to each category of security in the Portfolio was as follows (yield
based on average amortized cost):
2002 2001
--------------------------- ---------------------------
Floating-Rate REMICs..... $ 965,385 2.73% $ 3,425,596 4.90%
Fixed-Rate REMICs........ $ 3,462,521 6.18% $ 3,170,738 6.51%
Agency ARMs.............. $ 1,989,080 5.87% $ 4,074,858 6.40%
Agency Hybrid ARMs....... $ 2,568,276 5.04% $ 5,512,599 6.04%
Agency Debentures........ $ 18,321,849 6.24% $ 15,579,758 6.50%
Agency DUS............... $ 21,435,634 6.31% $ 19,117,776 6.79%
The yield on Agency Debentures is based on U.S. dollar denominated securities
which excludes the Japanese Yen denominated securities.
During the 2002 Period, the yield on the Agency DUSs, Agency Debentures and
Fixed Rate REMICs was approximately 1.84%, 3.93% and 5.65%, respectively, when
taking into account the income from the derivative products used to hedge these
securities. During the 2001 Period, the yield on the Agency DUSs and Agency
Debentures was approximately 4.96% and 4.78%, respectively, when taking into
account the income from the derivative products used to hedge these securities.
There were no derivative products used to hedge Fixed Rate REMICs in 2001.
The average amortized cost of the Portfolio during the 2002 and the 2001 Period
was $999,381,314 and $983,343,224, respectively. This reflects the following
prepayments and reinvestments:
PREPAYMENTS 2002 2001
----------------------- ------------------------
Floating- Rate REMICs.... $ 26,744,870 $ 33,209,726
Fixed-Rate REMICs........ $ 11,464,773 $ 4,558,040
Agency ARMs.............. $ 21,818,440 $ 32,828,037
Agency Hybrid ARMs....... $ 33,963,351 $ 36,295,472
Agency DUS............... $ 3,652,294 $ 4,100,197
Agency Debentures........ $ --- $ ---
REINVESTMENTS 2002 2001
----------------------- ------------------------
Floating- Rate REMICs.... $ --- $ ---
Fixed-Rate REMICs........ $ 10,000,000 $ ---
Agency ARMs.............. $ --- $ ---
Agency Hybrid ARMs....... $ --- $ ---
Agency DUS .............. $ 58,069,432 $ 49,267,414
Agency Debentures........ $ 9,960,584 $ 72,206,900
The Company also recorded interest income from short-term investments for the
2002 Period and 2001 Period of $615,341 and $1,774,383, respectively. These
amounts are attributable to the interest earned on (i) interest payments on
securities in the Portfolio, (ii) prepayments of principal pending their
reinvestment and (iii) short-term investments classified as cash equivalents.
As of December 31, 2002, and December 31, 2001, as calculated by aggregate
amortized cost, approximately 50.70% and 52.71%, respectively, of the Portfolio
consisted of collateralized mortgage obligations (Floating-Rate REMICs and
Fixed-Rate REMICs) and mortgage backed securities (Agency ARMs, Agency Hybrid
ARMs and Agency DUSs), and approximately 49.30% and 47.29%, respectively,
consisted of Agency Debentures. As of December 31, 2002 and December 31, 2001,
floating rate securities accounted for approximately 8.99% and 17.11%,
respectively, of the Portfolio's collateralized mortgage obligations and
mortgage backed securities. In addition, a significant portion of the Agency
Debentures and the Agency DUSs are hedged so that in all but one case, the fixed
rate interest received on the bonds are converted into prevailing floating
rates.
The aggregate market value of the securities in the Portfolio as of December 31,
2002, and December 31, 2001, was higher than the amortized cost by approximately
11.47% and 3.63%, respectively, due to a net decrease in interest rates from the
time of their original purchase. For the hedged securities, changes in the fair
market value of both the securities and the derivatives used as hedging
instruments (cross currency and interest rate swaps) are reported in current
earnings in the Statement of Income, pursuant to application of SFAS 133, (Note
2). Unrealized gains and losses on the non-hedged securities are reported as a
component of "Other Comprehensive Income".
Operating expenses for the 2002 Period and the 2001 Period totaled $1,406,521
and $1,229,832, respectively. Operating expenses consisted largely of fees paid
to the Branch under the Services Agreement, fees of Citibank as Trustee,
consulting fees and audit fees. Under a specific allocation methodology, the
costs of Branch personnel servicing the Company have increased. This allocation
is based on actual man-hours devoted to the activities of the Company and
remains at arms length.
The Company's net income in the 2002 Period was $32,893,445 and for the 2001
Period it was $52,276,636. As of December 31, 2002, the Company had declared and
paid dividends as follows:
Security Amount Date Paid
- ------------------------ ----------- -----------------
Series A Preferred Securities $19,345,000 June 5, 2002
Series A Preferred Securities $19,345,000 December 5, 2002
These amounts were paid from the Company's earnings generated from the period
December 1, 2001, to November 30, 2002, earnings from prior periods, and the
December 2002 infusion of capital.
Receivable Arising from Payment for Securities Pursuant to the Application of
SFAS 125, as replaced by SFAS 140
Due to the potential consequences of a Shift Event (defined herein Item 8, Note
2), the Company's purchase of the Initial Portfolio (as defined in Item 1
herein) from the Branch did not meet certain SFAS 125, as replaced by SFAS 140,
sale accounting requirements. Accordingly, the Company recorded at December 5,
1997 a receivable for the consideration paid to the Branch for the Initial
Portfolio treated as collateral. As a legal and economic matter, however, there
is no such receivable since (a) neither the Bank nor the Branch has any
obligation to repay any part of the purchase price for the Initial Portfolio or
to repurchase or redeem any of the securities included therein, and (b) the
Company has no obligation to return any of such securities to the Bank or the
Branch (except in the limited circumstances and to the extent that the
occurrence of a Shift Event under the Charter would require the transfer of any
assets held by the Company at the time). As the securities in the Initial
Portfolio are paid, the receivable will be deemed to be realized by an amount
corresponding to the amount of the payments received. At December 31, 2002, and
December 31, 2001, the receivable arising from payment for securities amounted
to $85,660,254 and $135,255,432, respectively. The decrease in the amount of
such receivable between the two dates reflects the prepayment of securities in
the Initial Portfolio. The Company recognized the cash proceeds of such
prepayments as a reduction in the receivable. Such decreases in the receivable
did not affect the Company's results of operations or cash flow. Disclosures
required under SFAS 125, as replaced by SFAS 140, are included in Note 3.
Liquidity and Capital Resources
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of the Company's financial commitments. The
Company's sole liquidity needs are to acquire reinvestment securities as
original securities repay or prepay and to pay dividends on the Series A
Preferred Securities. The acquisition of reinvestment securities is funded with
the proceeds of principal repayments or prepayments on original securities, and
the payments of dividends on the Series A Preferred Securities are funded
through interest income from the securities in the Portfolio.
The low interest rate environment has adversely affected the Company's income.
The Company has not declared dividends on the Common Securities since June 2001
in order to retain earnings available for the payment of dividends to the
holders of the Series A Preferred Securities. Dividends to the Preferred
Securityholders may be paid out of (i) net income, determined without regard to
capital gains or losses, or (ii) amounts contributed by the Bank or the Branch
to the Company's capital. In the continued low interest rate environment in
2002, the Branch contributed $3,000,000 of additional paid in capital, which was
used to facilitate the semi-annual payment of dividends to the holders of the
Series A Preferred Securities.
Based on 2003 projected earnings, the Company may require an additional cash
contribution from the Branch to ensure payment of preferred dividends. The
Company cannot make any assurances that further decreases in interest rates or a
sustained low interest rate environment will not have a further adverse effect
on the Company's income.
BNP PARIBAS Group's total and Tier 1 risk-based capital ratios at December 31,
2002, were 10.9% and 8.1%, and at December 31, 2001, were 10.8% and 7.8%, which
are well above the minimum standards required by French banking regulations,
currently 8% for total risk-based capital and 4% for Tier 1 risk-based capital.
A "shift event" would occur if BNP Paribas' risk-based capital fell below these
minimum standards of 8% and 4%, respectively. See Note 2 of the attached
financial statements for a detailed explanation of "Shift Events".
Critical Accounting Policies
Management believes its critical accounting policies relate to recognition and
valuation of financial instruments, as further defined in Item 8, Note 2.
Accounting and Reporting Developments
SFAS 133 requires that an entity measure all derivatives at fair value and
recognize those derivatives as either assets or liabilities on the balance
sheet. The change in the derivative's fair value is generally to be recognized
in current period earnings. However, if certain conditions are met, a derivative
may be specifically designated as a hedge of an exposure to changes in fair
value, variability of cash flows, or certain foreign currency exposures.
The Company has made an assessment of all its financial instruments and
concluded that it holds freestanding derivative instruments but no embedded
derivative instruments at December 31, 2002. As part of its asset management
activities the Company uses foreign exchange and interest rate swaps to modify
the interest rate and foreign exchange characteristics of existing assets. The
interest rate swaps have a high correlation between the instrument and the asset
being hedged, both at inception and throughout the hedge period.
All of the Company's outstanding hedging transactions are fair value hedges. For
the year ended December 31, 2002, and December 31, 2001, the Company recognized
$1,225,111 and $1,041,095, respectively, in current year earnings related to the
ineffective portion of fair value hedges. The fair value of these hedging
instruments was $(86,023,329) at December 31, 2002, and $(19,003,975) at
December 31, 2001, and has been recorded in "Other liabilities". It has been
offset, except for the ineffective portion of the hedge, by the revaluation of
the respective hedged investment securities. The fair value of the hedging
instruments does not include accrued interest receivable and payable, which are
shown separately on the balance sheet.
For a further discussion on derivative instruments and hedging activities, see
Note 8 to the financial statements.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Sensitivity
The Company's principal market risk exposure is to changes in interest rates.
This exposure arises from its investments in collateralized mortgage
obligations, mortgage-backed securities, agency debentures, agency DUSs and
certain derivative instruments used by the Company to modify interest rate
exposures.
The outstanding principal amount and estimated fair value as of December 31,
2002, by each category of investment, is depicted in Item 8.
Interest Rate Risk
The Company's income consists primarily of interest payments on collateralized
mortgage obligations, mortgage-backed securities, agency debentures and agency
DUSs. Currently, the Company uses derivative products to manage a portion of its
interest rate risk.
The year 2002 was characterized by a persistently low interest rate environment
that reached its lowest level of the year during the last quarter of 2002.
This situation has affected the Company's income through the floating rate
component of the portfolio (floating-rate securities and fixed-rate securities
converted to floating-rate instruments through interest rate swaps). It is
expected that this situation may continue in 2003, and the income will remain
linked to the evolution of the yield curve.
The Company regularly reviews its hedging requirements. In the future the
Company expects to enter into additional swaps and unwind part or all of the
initial and any future swaps. This strategy is implemented in order to rebalance
the fixed and floating mix of interest obligations (including those arising as a
result of previous interest rate swaps entered into) and the fixed and floating
mix of interest payments.
The Company's interest rate management strategy will continue to be rebalanced
with any purchases of new investments. There can be no assurance, however, that
the Company's interest rate risk management strategies will be effective in this
regard.
The Company is a party to twenty-five interest rate swaps and six cross currency
swaps with BNP PARIBAS, as set out in the table below. In all but one of these
swaps, the Company pays a fixed coupon and receives floating rate payments on
the notional balances.
Fair Value at Notional
December 31, 2002 Balance
(in thousands) (in thousands) Value Date Maturity Date Fixed Rate Receive Rate
- ----------------------------------------------------------------------------------------------------------------------------------
$ (3,382) $ 42,000 November 25, 1998 March 26, 2008 JPY 1.75 US Three Month Libor Plus Six
Basis Points
(5,809) 58,000 November 25, 1998 October 9, 2007 JPY 2.125 US Three Month Libor Plus Six
Basis Points
(2,684) 18,969 November 25, 1998 August 25, 2008 US 6.15 US One Month Libor Plus Five
Basis Points
(3,671) 23,246 May 25, 1999 May 25, 2009 US 6.23 US One Month Libor Plus One and
Half Basis Points
(8,590) 50,000 February 12, 1999 March 5, 2007 US 6.68 US Three Month Libor Minus Two
Basis Points
(8,792) 50,000 February 11, 1999 March 14, 2007 US 6.80 US Three Month Libor Minus Two
Basis Points
(2,159) 30,000 March 29, 1999 October 9, 2007 JPY 2.125 US Three Month Libor Minus Two
and Half Basis Points
(2,710) 26,400 April 6, 1999 October 9, 2007 JPY 2.125 US Three Month Libor Minus One
Basis Point
(3,711) 25,861 June 25, 1999 June 25, 2009 US 6.26 US One Month Libor plus Three
and Half Basis Points
(2,779) 20,617 February 25, 1999 February 25, 2009 US 5.95 US One Month Libor Plus Three
Basis Points
(2,538) 15,573 July 1, 1999 June 25, 2009 US 6.39 US One Month Libor Plus Three
and Half Basis Points
(6,206) 42,791 September 27, 1999 March 25, 2008 US 6.29 US One Month Libor Plus Five
Basis Points
(2,173) 15,348 November 26, 1999 April 25, 2009 US 6.04 US One Month Libor Plus Four
Basis Points
(3,662) 28,062 September 27, 1999 March 25, 2009 US 5.858 US One Month Libor Plus Four
Basis Points
(1,081) 7,000 August 1, 2000 December 1, 2007 US 6.42 US One Month Libor
(4,737) 29,084 August 1, 2000 October 1, 2006 US 7.20 US One Month Libor Minus Two
Basis Points
(1,303) 8,250 June 26, 2000 October 1, 2007 US 6.68 US One Month Libor Plus One and
Half Basis Points
(1,329) 9,265 June 26, 2000 October 1, 2008 US 6.06 US One Month Libor
122 15,000 November 2, 2000 October 9, 2007 JPY 2.125 US Three Month Libor Minus Two
Basis Points
(1,178) 7,457 October 2, 2000 June 1, 2007 US 7.007 US One Month Libor Minus Two
Basis Points
(1,430) 7,557 October 2, 2000 July 1, 2007 US 7.405 US One Month Libor Minus Two
Basis Points
1,683 18,000 January 17, 2001 March 26, 2008 JPY 1.750 U.S. 5.80
(1,547) 9,743 March 25, 2001 October 25, 2007 US 6.94 US One Month Libor Plus Two
Basis Points
(3,131) 19,389 September 4, 2001 October 1, 2006 US 7.20 US One Month Libor Plus Two
Basis Points
(1,548) 9,695 October 2, 2001 October 1, 2006 US 7.20 US One Month Libor Plus Seven
Basis Points
(1,537) 9,694 January 2, 2002 October 16, 2006 US 7.20 US One Month Libor Plus Ten
Basis Points
(1,448) 9,234 May 1, 2002 October 25, 2007 US 6.63 US One Month Libor Plus One
Basis Points
(1,636) 10,000 May 3, 2002 August 25, 2007 US 6.74 US One Month Libor Plus One
Basis Points
(2,139) 26,500 August 25, 2002 August 25, 2007 US 4.90 US One Month Libor Plus Five
Basis Points
(1,994) 12,894 September 25, 2002 June 25, 2007 US 7.007 US One Month Libor Plus Seven
Basis Points
(1,241) 9,280 October 25, 2002 May 25, 2006 US 6.83 US One Month Libor Plus Seven
---------------- ---------- Basis Points
$ (84,340) $ 664,909
=============== ========
The fair value of the swap portfolio was $(84,340,226) and $(19,003,975) at
December 31, 2002, and December 31, 2001, respectively. The change in fair value
was primarily due to changes in prevailing market interest rates.
The main feature of the mortgage securities is their sensitivity to the
prepayment of mortgage loans, creating a contraction risk when interest rates
decline and an extension risk when interest rates increase. The estimate of the
prepayment rate is given either by the CPR (Conditional Prepayment Rate) or the
PSA (Public Securities Association) prepayment model. Because of this risk, the
securities are valued based on their average life rather than on their stated
maturity date. The prepayment risk is evaluated and analyzed as this impacts
the structure of the portfolio and the re-investment policy.
The breakdown of the Company's available-for-sale securities by category and
weighted average life distribution (stated in terms of amortized cost) is
summarized below ($ in 000's) based on management's prepayment assumptions:
Due Due Due Due Due Due Due
At December 31, 2002 in after after after after after after
Non-Collateral 2003 2003 2004 2005 2006 2007 2008 Total
- ---------------------------------- ------------------------------------------------------------------------------------------
Fixed Rate Instruments:
Fixed-Rate REMICs....................... $ 654 $ --- $ --- $ --- $10,000 $ --- $ --- $ 10,654
Agency DUS.............................. --- --- --- 123,994 46,501 114,986 80,028 365,509
Agency Debentures ...................... --- --- --- 172,637 314,123 --- --- 486,760
------ ------ ------ ------- ------- -------- ------- ----------
Total Fixed Rate Instruments............ 654 --- --- 296,631 370,624 114,986 80,028 862,923
------ ------ ------ ------- ------- -------- ------- ----------
Floating-Rate Instruments:
Floating-Rate REMICs.................... 4,854 --- 1,432 --- --- --- --- 6,286
Agency ARMs............................. 5,373 3,791 --- 4,961 --- --- 57 14,182
Agency Hybrid ARMs...................... 1,074 15,830 1,371 --- --- --- --- 18,275
------ ------ ------ ------- ------- -------- ---------- ---------
Total Floating Rate Instruments......... 11,301 19,621 2,803 4,961 --- --- 57 38,743
------ ------ ------ ------- ------- -------- ---------- ---------
Total...................................$11,955 $19,621 $ 2,803 $301,592 $370,624 $114,986 $ 80,085 $ 901,666
====== ====== ====== ======= ======= ======= ======= =========
Due Due Due Due Due Due Due
At December 31, 2002 in after after after after after after
Collateral 2003 2003 2004 2005 2006 2007 2008 Total
- ---------------------------------- ------------------------------------------------------------------------------------------
Fixed Rate Instruments:
Fixed-Rate REMICs.......................$35,655 $ --- $ --- $ --- $ --- $ --- $ --- $ 35,655
Agency DUS.............................. --- --- --- --- --- --- --- ---
Agency Debentures ...................... --- --- --- --- --- --- --- ---
------ ------ ------ ------- ------- ------- ------- -------
Total Fixed Rate Instruments............ 35,655 --- --- --- --- --- --- 35,655
------ ------ ------ ------- ------- ------- ------- -------
Floating-Rate Instruments:
Floating-Rate REMICs.................... 546 8,331 10,204 --- --- --- --- 19,081
Agency ARMs............................. 198 5,805 1,322 331 373 1,384 2,112 11,525
Agency Hybrid ARMs...................... --- 13,622 --- 5,777 --- --- --- 19,399
------ ------- ------ ------- ------- ------- ------- --------
Total Floating Rate Instruments......... 744 27,758 11,526 6,108 373 1,384 2,112 50,005
------ ------ ------ ------- ------- ------- ------- --------
Total...................................$36,399 $27,758 $11,526 $ 6,108 $ 373 $ 1,384 $ 2,112 $ 85,660
====== ====== ====== ======= ======== ======= ====== =======
At December 31, 2002 Total Portfolio $48,354 $47,379 $14,329 $307,700 $370,997 $116,370 $82,197 $987,326
====== ====== ====== ======= ======= ======= ====== =======
Due Due Due Due Due Due Due
At December 31, 2001 in after after after after after after
Non-Collateral 2002 2002 2003 2004 2005 2006 2007 Total
- ---------------------------------- ------------------------------------------------------------------------------------------
Fixed Rate Instruments:
Fixed-Rate REMICs.......................$ --- $ 897 $ --- $ --- $ --- $ --- $ --- $ 897
Agency DUS.............................. --- --- --- 7,575 68,594 81,029 153,912 311,110
Agency Debentures ...................... --- --- --- --- 216,804 259,716 --- 476,520
------ ------ ------ ------- ------- ------- -------- ---------
Total Fixed Rate Instruments............ --- 897 --- 7,575 285,398 340,745 153,912 788,527
------ ------ ------ ------- ------- ------- -------- ---------
Floating-Rate Instruments:
Floating-Rate REMICs.................... 3,192 8,182 5,370 2,199 --- --- --- 18,943
Agency ARMs............................. 241 17,108 10,436 --- --- --- --- 27,785
Agency Hybrid ARMs...................... --- 3,216 26,412 7,630 --- --- --- 37,258
------ ------ ------ ------ ------- ------- -------- ---------
Total Floating Rate Instruments......... 3,433 28,506 42,218 9,829 --- --- --- 83,986
------ ------ ------ ------ ------- ------- -------- ---------
Total...................................$ 3,433 $29,403 $42,218 $17,404 $285,398 $340,745 $ 153,912 $ 872,513
====== ====== ====== ====== ======= ======= ======== =========
Due Due Due Due Due Due Due
At December 31, 2001 in after after after after after after
Collateral 2002 2002 2003 2004 2005 2006 2007 Total
- ---------------------------------- ------------------------------------------------------------------------------------------
Fixed Rate Instruments:
Fixed-Rate REMICs.......................$ --- $ --- $ --- $ --- $ 46,814 $ --- $ --- $ 46,814
Agency DUS.............................. --- --- --- --- --- --- --- ---
Agency Debentures ...................... --- --- --- --- --- --- --- ---
------ ------ ------ ------- ------- ------- -------- ---------
Total Fixed Rate Instruments............ --- --- --- --- 46,814 --- --- 46,814
------ ------ ------ ------- ------- ------- -------- ---------
Floating-Rate Instruments:
Floating-Rate REMICs.................... 3,360 16,470 6,173 7,263 --- --- --- 33,266
Agency ARMs............................. 1,376 9,664 504 3,743 3,524 --- 1,267 20,078
Agency Hybrid ARMs...................... --- 29,234 5,863 --- --- --- --- 35,097
------ ------ ------ ------- ------- ------- -------- ---------
Total Floating Rate Instruments......... 4,736 55,368 12,540 11,006 3,524 --- 1,267 88,441
------ ------ ------ ------- ------- ------- -------- ---------
Total...................................$ 4,736 $55,368 $12,540 $ 11,006 $ 50,338 $ --- $ 1,267 $ 135,255
====== ====== ====== ====== ======= ======= ======== =========
At December 31, 2001 Total Portfolio $ 8,169 $84,771 $54,758 $ 28,410 $335,736 $340,745 $ 155,179 $1,007,768
====== ====== ====== ====== ======= ======= ======== =========
Actual maturities may differ from maturities shown above due to prepayments.
Item 8: Financial Statements and Supplementary Data
Report of Independent Accountants
To the Board of Directors and Securityholders of BNP U.S. Funding L.L.C.
In our opinion, the accompanying balance sheets and the related statements of
income, of comprehensive income, of changes in redeemable common securities,
preferred securities and securityholders' equity and of cash flows present
fairly, in all material respects, the financial position of BNP U.S. Funding
L.L.C. (the "Company") at December 31, 2002, and December 31, 2001, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As more fully described in Note 2 to the financial statements, the Company
adopted Statement of Financial Accounting Standards No. 133, Accounting for
Derivatives and Hedging Activities, as amended, on January 1, 2001.
PricewaterhouseCoopers LLP
New York, New York
March 31, 2003
/s/ PricewaterhouseCoopers LLP
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BNP U.S. FUNDING L.L.C.
BALANCE SHEETS
(in thousands, except per share data)
December 31, 2002 December 31, 2001
----------------- -----------------
ASSETS
Cash and cash equivalents $ 40,180 $ 31,084
Investment securities (Notes 3 and 4)
Available-for-sale, at fair value 1,013,910 905,989
Receivable arising from payment for securities, pursuant
to the application of SFAS 125, as replaced by
SFAS 140 (Note 3) 85,660 135,255
Accounts receivable 1,052 2,171
Accrued interest receivable 8,400 7,324
Other assets 1,683 -
--------------------- ---------------------
TOTAL ASSETS $ 1,150,885 $ 1,081,823
===================== =====================
LIABILITIES
Accrued interest payable 2,634 1,178
Accrued expenses 204 137
Payable for securities purchased - 9,802
Other liabilities 86,023 19,004
--------------------- ---------------------
TOTAL LIABILITIES 88,861 30,121
--------------------- ---------------------
Redeemable common securities, par value and redeemable
value $10,000 per security; 150,000 securities authorized,
53,011 securities issued and outstanding (Note 5) 530,110 530,110
Preferred securities, liquidation preference $10,000 per
security; 150,000 securities authorized, 50,000 securities
issued and outstanding 500,000 500,000
Additional paid in capital 1,044 6
Accumulated other comprehensive income 26,548 13,430
Retained earnings 4,322 8,156
--------------------- ---------------------
TOTAL REDEEMABLE COMMON SECURITIES,
PREFERRED SECURITIES AND
SECURITYHOLDERS' EQUITY 1,062,024 1,051,702
--------------------- ---------------------
TOTAL LIABILITIES AND TOTAL REDEEMABLE
COMMON SECURITIES, PREFERRED
SECURITIES AND SECURITYHOLDERS' EQUITY $ 1,150,885 $ 1,081,823
===================== =====================
The accompanying Notes to Financial Statements are an integral part of these
Statements.
BNP U.S. FUNDING L.L.C.
STATEMENTS OF INCOME
(in thousands, except per share data)
Twelve-month period Twelve-month period Twelve-month period
ended December 31, 2002 ended December 31, 2001 ended December 31, 2000
----------------------- ----------------------- -----------------------
INTEREST INCOME
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 965 $ 3,425 $ 6,355
Fixed-Rate REMICs 3,165 3,171 3,682
Mortgage Backed Securities:
Agency ARMs 1,989 4,075 6,076
Agency Hybrid ARMs 2,568 5,513 8,003
Agency DUSs 6,251 13,959 14,550
Agency Debentures 18,995 20,650 25,569
Interest on deposits 615 1,775 3,095
---------------------- ----------------------- ----------------------
Total 34,548 52,568 67,330
---------------------- ----------------------- ----------------------
NONINTEREST EXPENSE
Other financial instrument 248 - -
Fees and expenses 1,406 1,230 989
---------------------- ----------------------- ----------------------
1,654 1,230 989
---------------------- ----------------------- ----------------------
Cumulative effect of the change in accounting principle
for derivative and hedging activities (SFAS 133) - 939 -
---------------------- ----------------------- ----------------------
NET INCOME APPLICABLE TO PREFERRED AND
REDEEMABLE COMMON SECURITIES $ 32,894 $ 52,277 $ 66,341
====================== ======================= ======================
NET INCOME (LOSS) PER REDEEMABLE
COMMON SECURITY $(109.34) $ 256.31 $ 521.61
====================== ======================= ======================
The accompanying Notes to Financial Statements are an integral part of these
Statements.
BNP U.S. FUNDING L.L.C.
STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Twelve-month period Twelve-month period Twelve-month period
ended December 31, 2002 ended December 31, 2001 ended December 31, 2000
----------------------- ----------------------- -----------------------
NET INCOME $ 32,894 $ 52,277 $ 66,341
OTHER COMPREHENSIVE INCOME
Net change in unrealized gain (loss) in fair value of
securities available-for-sale treated as collateral - - 3,201
Net change in unrealized (gain) loss in fair value of
obligation arising from the receipt of securities pursuant
to the application of SFAS 125, as replaced by SFAS 140 - - (3,201)
Net change in unrealized gain (loss) in fair value
of available-for-sale securities that are not treated
as collateral (Note 3) and that are not hedged by
derivative instruments 13,118 10,630 8,662
Transition adjustment pursuant to the application
of SFAS 133 - (939) -
---------------------- ---------------------- -----------------------
TOTAL OTHER COMPREHENSIVE INCOME 13,118 9,691 8,662
---------------------- ---------------------- -----------------------
COMPREHENSIVE INCOME $ 46,012 $ 61,968 $ 75,003
====================== ====================== =======================
The accompanying Notes to Financial Statements are an integral part of these
Statements.
BNP U.S. FUNDING L.L.C.
STATEMENTS OF CHANGES IN REDEEMABLE COMMON SECURITIES,
PREFERRED SECURITIES AND SECURITYHOLDERS' EQUITY
(in thousands)
TOTAL REDEEMABLE
ACCUMULATED COMMON SECURITIES,
REDEEMABLE ADDITIONAL OTHER PREFERRED SECURITIES
COMMON PREFERRED PAID IN COMPREHENSIVE RETAINED AND SECURITY-HOLDERS'
SECURITIES SECURITIES CAPITAL INCOME EARNINGS EQUITY
Balance at December 31, 1999 $ 530,110 $ 500,000 $ 6 $ (4,923) $ 4,938 $ 1,030,131
------------- -------------- ------------ -------------- ------------ ----------------
Net income 66,341 66,341
Other comprehensive income 8,662 8,662
Additional paid in capital -
Dividends paid -
preferred securities (38,690) (38,690)
Dividends paid -
common securities (27,301) (27,301)
------------- -------------- ------------ -------------- ------------ ----------------
Balance at December 31, 2000 $ 530,110 $ 500,000 $ 6 $ 3,739 $ 5,288 $ 1,039,143
============= ============== ============ ============== ============ ================
Net income 52,277 52,277
Other comprehensive income 9,691 9,691
Additional paid in capital -
Dividends paid -
preferred securities (38,690) (38,690)
Dividends paid -
common securities (10,719) (10,719)
------------- -------------- ------------ -------------- ------------ ----------------
Balance at December 31, 2001 $ 530,110 $ 500,000 $ 6 $ 13,430 $ 8,156 $ 1,051,702
============= ============== ============ ============== ============ ================
Net income 32,894 32,894
Other comprehensive income 13,118 13,118
Additional paid in capital 3,000 3,000
Dividends paid -
preferred securities (1,962) (36,728) (38,690)
Dividends paid -
common securities -
------------- -------------- ------------ -------------- ------------ ----------------
Balance at December 31, 2002 $ 530,110 $ 500,000 $ 1,044 $ 26,548 $ 4,322 $ 1,062,024
============= ============== ============ ============== ============ ================
The accompanying Notes to Financial Statements are an integral part of these
Statements.
BNP U.S. FUNDING L.L.C.
STATEMENTS OF CASH FLOWS
(in thousands)
Twelve-month Twelve-month Twelve-month
period ended period ended period ended
December 31, 2002 December 31, 2001 December 31, 2000
--------------------- --------------------- --------------------
OPERATING ACTIVITIES
Net income $ 32,894 $ 52,277 $ 66,341
Adjustments to reconcile net income to net cash
provided by operating activities:
Premium amortization 1,491 1,360 899
Net change in interest receivable (1,076) (888) (204)
Net change in accounts receivable 1,119 (2,171) 15
Net change in accrued expenses 67 86 45
Net change in accrued interest payable 1,456 1,178 -
Net change in payable for securities purchased (9,802) 9,802 -
Gain on hedge activity (1,225) (102) -
Loss on other financial instrument 248 - -
Cumulative effect of the change in accounting principle
for derivatives and hedging activities (SFAS 133) - (939) -
--------------------- -------------------- --------------------
Net cash provided by operating activities 25,172 60,603 67,096
--------------------- -------------------- --------------------
INVESTING ACTIVITIES
Purchase of investment securities:
Agency DUSs (58,069) (72,207) (71,450)
Agency Debentures (9,961) (49,267) (15,000)
Agency Fixed Rate REMICs (10,000) -
Proceeds from principal payments of securities
available-for-sale, not treated as collateral 48,749 54,886 43,695
Proceeds from principal payments of securities
available-for-sale, treated as collateral 48,895 56,105 44,834
--------------------- -------------------- --------------------
Net cash provided (used) by investing activities 19,614 (10,483) 2,079
--------------------- -------------------- --------------------
FINANCING ACTIVITIES
Cash dividends - preferred securities (38,690) (38,690) (38,690)
Cash dividends - common securities - (10,719) (27,301)
Additional paid in capital 3,000 -
--------------------- -------------------- --------------------
Net cash used by financing activities (35,690) (49,409) (65,991)
--------------------- -------------------- --------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 9,096 711 3,184
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 31,084 30,373 27,189
--------------------- -------------------- --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 40,180 $ 31,084 $ 30,373
===================== ==================== ====================
NONCASH FINANCING AND INVESTING ACTIVITIES
Decrease in receivable arising from payment for securities, pursuant
to the application of SFAS #125, as replaced by SFAS #140, (Note 3) 49,595 57,174 45,609
The accompanying Notes to Financial Statements are an integral part of these
Statements.
NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION
BNP U.S. Funding L.L.C. (the "Company" or the "Registrant") is a Delaware
limited liability company formed on October 14, 1997, for the purpose of
acquiring and holding certain types of eligible securities that generate net
income for distribution to the holders of its Series A Preferred Securities (as
defined below) and its redeemable Common Securities (as defined below). The
Company has no subsidiaries and is a wholly owned subsidiary of the New York
Branch (the "Branch") of BNP PARIBAS (formerly, Banque Nationale de Paris), a
societe anonyme or limited liability corporation organized under the laws of the
Republic of France (the "Bank", "BNP PARIBAS" or "BNPP"). The Company was
continued pursuant to the Amended and Restated Limited Liability Company
Agreement of the Company (the "Company's Charter" or the "Charter") entered into
on December 5, 1997, by the Branch.
The Company was initially capitalized on October 14, 1997, with the issuance to
the Branch of one share of the Company's redeemable common securities, $10,000
par value (the "Common Securities"). On December 5, 1997 (inception), the
Company commenced operations concurrent with the issuance of 50,000
noncumulative preferred securities, Series A, liquidation preference $10,000 per
security, (the "Series A Preferred Securities"), to qualified institutional
buyers, and the issuance of an additional 53,010 Common Securities to the
Branch. These issuances raised in the aggregate $1,030,115,873 of net capital
(including $5,873 of additional paid in capital). This entire amount was used to
acquire a portfolio of debt securities (the "Initial Portfolio") at their fair
values from the Branch. On December 3, 2002, the Branch contributed $3,000,000
of additional paid in capital.
The Company entered into a services agreement (the "Services Agreement") with
the Branch on December 5, 1997, pursuant to which the Branch maintains the
securities portfolio of the Company (the "Portfolio") and performs other
administrative functions. All of the Company's officers and employees are
officers or employees of the Branch or the Bank. The securities in the Portfolio
are held by Citibank N.A., acting as trustee (the "Trustee") under the trust
agreement between the Company and Citibank N.A. dated December 1, 1997 (the
"Trust Agreement").
The accounting and financial reporting policies of the Company conform to U.S.
generally accepted accounting principles and current industry practices. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and revenues during the
reporting periods. Actual results could differ from those estimates.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT SECURITIES
Investments in debt securities are classified as available-for-sale and are
carried at fair value. The debt securities can be categorized as hedged or
non-hedged securities. For the hedged securities, changes in the fair market
value of both the securities and the derivatives used as hedging instruments
(cross currency and interest rate swaps) are reported in current earnings in the
Statement of Income, pursuant to application of SFAS 133, (see below,
"Accounting for Derivatives and Hedging Activities"). Unrealized gains and
losses on the non-hedged securities are reported as a component of "Other
Comprehensive Income".
Interest on securities is included in interest income and is recognized using
the interest method. Premiums and discounts are amortized in a manner that
approximates the constant yield method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and short-term deposits with original
maturities of three months or less.
DIVIDENDS
Dividends on the Series A Preferred Securities, when, as and if declared by the
Company's Board of Directors, are payable semi-annually in arrears on a
non-cumulative basis on the fifth day of June and December of each year,
commencing June 5, 1998, at a rate per annum of 7.738% of the liquidation
preference through and including December 5, 2007. Thereafter, dividends, when,
as and if declared by the Company's Board of Directors, will be payable
quarterly in arrears on the third Wednesday of March, June, September and
December of each year and will be calculated on a weekly basis in each quarter
at a rate per annum of the liquidation preference equal to 2.8% per annum above
one-week LIBOR for the week concerned as determined on the related LIBOR
Determination Date. Holders of Common Securities are entitled to receive
dividends when, as and if declared by the Company's Board of Directors out of
the Company's net income not required to be applied to fund dividends with
respect to the Series A Preferred Securities.
To date, the Company has declared and paid dividends as follows:
Security Amount Date Paid
- -------- ------ ---------
Series A Preferred Securities $ 19,345,000 June 5, 1998
Common Securities $ 5,347,365 June 22, 1998
Series A Preferred Securities $ 19,345,000 December 5, 1998
Common Securities $ 8,787,127 December 15, 1998
Series A Preferred Securities $ 19,345,000 June 5, 1999
Common Securities $ 8,454,284 June 15, 1999
Series A Preferred Securities $ 19,345,000 December 5, 1999
Common Securities $ 10,352,672 December 15, 1999
Series A Preferred Securities $ 19,345,000 June 5, 2000
Common Securities $ 12,508,486 June 19, 2000
Series A Preferred Securities $ 19,345,000 December 5, 2000
Common Securities $ 14,792,297 December 19, 2000
Series A Preferred Securities $ 19,345,000 June 5, 2001
Common Securities $ 10,718,708 June 19, 2001
Series A Preferred Securities $ 19,345,000 December 5, 2001
Series A Preferred Securities $ 19,345,000 June 5, 2002
Series A Preferred Securities $ 19,345,000 December 5, 2002
If the Bank's financial condition were to deteriorate with the consequence that
a Shift Event (as defined below) were to occur, substantially all of the Common
Securities would be redeemed automatically without prior redemption of the
Series A Preferred Securities and dividends payable on each Series A Preferred
Security could be substantially reduced or completely eliminated. In addition,
if the Bank's Tier 1 risk-based capital ratio were to decline below the minimum
percentage required by French banking regulations (currently 4%), the Company
would pay a special dividend consisting of all of the Company's net assets
(other than assets having a total market value of approximately $40 million) to
the Bank as holder of the Common Securities.
A "Shift Event" would be deemed to have occurred if (i) the Bank's total
risk-based capital ratio or Tier 1 risk-based capital ratio were to decline
below the minimum percentages required by French banking regulations, (ii) the
Bank were to become subject to certain specified receivership proceedings or
(iii) the French Banking Commission (Commission bancaire), in its sole
discretion, were to notify the Bank and the Company that it has determined that
the Bank's financial condition was deteriorating such that either of the
foregoing clauses (i) or (ii) would apply in the near term. French banking
regulations currently require French banks to maintain a minimum total
risk-based capital ratio of at least 8.0% and a minimum Tier 1 risk-based
capital ratio of at least 4.0%.
The Company may not pay dividends or make other distributions on the Common
Securities or the Series A Preferred Securities if, after giving effect to the
distributions, the Company's liabilities would exceed the fair value of its
assets. Additionally, as long as any Series A Preferred Securities are
outstanding, except during a Shift Period (i.e., following the occurrence of a
Shift Event causing a shift in dividend preference and before the termination
thereof), the amount of dividends on the Common Securities in any fiscal year
may not exceed the amount by which the net income of the Company for such fiscal
year exceeds the stated dividends on the Series A Preferred Securities scheduled
to be paid during such fiscal year irrespective of whether dividends on the
Series A Preferred Securities are in fact declared and paid. Additionally, other
than during a Shift Period, no dividends may be declared, paid or set apart for
payment on the Common Securities (a) with respect to any period of time included
in any Dividend Period unless full dividends have been or contemporaneously are
declared and paid, or declared and a sum sufficient for the payment thereof is
set apart for such payment on the Series A Preferred Securities for the
then-current Dividend Period and (b) the Company may not declare, pay or set
apart funds for any dividends or other distributions with respect to any Common
Securities unless and until (x) full dividends on the Series A Preferred
Securities for the two most recent preceding Dividend Periods are declared and
paid, or declared and a sum sufficient for payment has been paid over to the
dividend disbursing agent for payment of such dividends and (y) the Company has
declared a cash dividend on the Series A Preferred Securities at the annual
dividend rate for the then-current Dividend Period, and sufficient funds have
been paid over to the dividend disbursing agent for payment of such cash
dividends for such then-current Dividend Period.
NET INCOME (LOSS) PER REDEEMABLE COMMON SECURITY
Net income (loss) per redeemable common security is calculated by dividing net
income after preferred dividends by the weighted average number of Common
Securities outstanding.
INCOME TAXES
The Company expects to be treated as a partnership for U.S. Federal income tax
purposes. As a partnership is not a taxable entity, the Company will not be
subject to U.S. federal, state and local income tax on its income. Instead, each
securityholder is required to take into account its allocable share of items of
income, gain, loss and deduction of the partnership in computing its U.S.
Federal tax liability. Accordingly, the Company has made no provision for income
taxes in the accompanying statement of income.
ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
SFAS 133 requires that an entity measure all derivatives at fair value and
recognize those derivatives as either assets or liabilities on the balance
sheet. The change in the derivative's fair value is generally to be recognized
in current period earnings. However, if certain conditions are met, a derivative
may be specifically designated as a hedge of an exposure to changes in fair
value, variability of cash flows or certain foreign currency exposures.
The Company has made an assessment of all their financial instruments and
concluded that it holds freestanding derivative instruments but no embedded
derivative instruments at December 31, 2002. As part of its asset management
activities the Company uses foreign exchange and interest rate swaps to modify
the interest rate and foreign exchange characteristics of existing assets. The
interest rate swaps have a high correlation between the instrument and the asset
being hedged, both at inception and throughout the hedge period.
The Company has adopted SFAS 133 as of January 1, 2001. The SFAS 133 transition
adjustments resulted in a cumulative-effect-type adjustment of $938,670 and
$(938,670) to net income and accumulated other comprehensive income,
respectively, as of January 1, 2001.
FOREIGN CURRENCY TRANSLATION
Assets denominated in foreign currencies are translated to US dollars using
applicable rates of exchange.
All of the Company's assets denominated in a foreign currency are included in
its available-for-sale securities portfolio and their foreign currency exchange
risk is hedged by means of cross-currency swaps. In accordance with the
requirements of SFAS 133, the change in fair value, due to the change in the
foreign currency exchange rate, of both the hedged securities and the hedging
instruments is recorded in current period earnings.
Revenues and expenses are translated monthly at amounts which approximate
weighted average exchange rates.
RECLASSIFICATION
Certain amounts have been reclassified to conform with current year
presentation.
NOTE 3--RECEIVABLE ARISING FROM PAYMENT FOR SECURITIES, PURSUANT TO THE
APPLICATION OF SFAS 125, AS REPLACED BY SFAS 140
Statement of Financial Accounting Standards No.140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS
140") governs the accounting for the transfer of financial assets. Under SFAS
140 transfers of financial assets that do not meet certain sale accounting
requirements must be accounted for as a secured borrowing transaction with a
pledge of collateral.
Due to the potential consequences of a Shift Event (as described above), the
Company's purchase of the Initial Portfolio from the Branch did not meet certain
SFAS 125, as replaced by SFAS 140, sale accounting requirements. Therefore, the
purchase of the Initial Portfolio has been accounted for as a secured borrowing
transaction with a pledge of collateral. In accounting for this transaction as a
secured borrowing transaction in accordance with SFAS 125, as replaced by SFAS
140, the Company has recorded a receivable in an amount equal to the remaining
amount paid to the Branch to acquire the Initial Portfolio. In this case,
however, having delivered the securities in the Initial Portfolio to the
Company, neither the Branch nor BNPP has any further obligation to the Company
to repay any part of the purchase price for the Initial Portfolio or otherwise
to repurchase or redeem any securities in the Initial Portfolio.
The Company has not sold or repledged the collateral; the securities within the
Initial Portfolio mature or prepay over time. As they do, the Company recognizes
the cash proceeds as a reduction in the receivable arising from payment for
securities. The collateral at December 31, 2002, and December 31, 2001, is
reported in Note 4 below.
NOTE 4--INVESTMENT SECURITIES
The amortized cost and estimated fair value of available-for-sale securities
were as follows ($ in 000's) based on management's prepayment assumptions:
Gross Gross
December 31, 2002 Non-Collateral Amortized Cost Unrealized Gains Unrealized Losses Fair Value
- -------------------------------- -------------- ---------------- ----------------- ----------
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 6,286 $ 73 $ 2 $ 6,357
Fixed-Rate REMICs 10,654 1,652 --- 12,306
Mortgage Backed Securities:
Agency ARMs 14,182 116 --- 14,298
Agency Hybrid ARMs 18,275 216 7 18,484
Agency DUSs 365,509 53,065 --- 418,574
Agency Debentures 486,760 57,131 --- 543,891
---------- ---------- ---------- -----------
Total $ 901,666 $ 112,253 $ 9 $ 1,013,910
========== ========== ========== ===========
Gross Gross
December 31, 2002 Collateral Amortized Cost Unrealized Gains Unrealized Losses Fair Value
- ---------------------------- -------------- ---------------- ----------------- ----------
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 19,081 $ 11 $ 186 $ 18,906
Fixed-Rate REMICs 35,655 771 --- 36,426
Mortgage Backed Securities:
Agency ARMs 11,525 213 26 11,712
Agency Hybrid ARMs 19,399 234 35 19,598
Agency DUSs --- --- --- ---
Agency Debentures --- --- --- ---
---------- ---------- ---------- -----------
Total $ 85,660 $ 1,229 $ 247 $ 86,642
========== ========== ========== ===========
December 31, 2002 Total Portfolio $ 987,326 $ 113,482 $ 256 $ 1,100,552
- --------------------------------- =========== ========== ========== ===========
Gross Gross
December 31, 2001 Non-Collateral Amortized Cost Unrealized Gains Unrealized Losses Fair Value
- -------------------------------- -------------- ---------------- ----------------- ----------
Losses
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 18,943 $ 17 $ 18 $ 18,942
Fixed-Rate REMICs 897 25 --- 922
Mortgage Backed Securities:
Agency ARMs 27,785 914 --- 28,699
Agency Hybrid ARMs 37,258 1,488 69 38,677
Agency DUSs 311,110 17,588 --- 328,698
Agency Debentures 476,520 19,009 5,478 490,051
---------- ---------- ---------- -----------
Total $ 872,513 $ 39,041 $ 5,565 $ 905,989
========== ========== ========== ===========
Gross Gross
December 31, 2001 Collateral Amortized Cost Unrealized Gains Unrealized Losses Fair Value
- ---------------------------- -------------- ---------------- ----------------- ----------
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 33,266 $ 168 $ 102 $ 33,332
Fixed-Rate REMICs 46,814 1,199 --- 48,013
Mortgage Backed Securities:
Agency ARMs 20,078 535 16 20,597
Agency Hybrid ARMs 35,097 1,340 --- 36,437
Agency DUSs --- --- --- ---
Agency Debentures --- --- --- ---
---------- ---------- ---------- -----------
Total $ 135,255 $ 3,242 $ 118 $ 138,379
========== ========== ========== ===========
December 31, 2001 Total Portfolio $1,007,768 $ 42,283 $ 5,683 $ 1,044,368
- --------------------------------- ========== ========== ========== ===========
The breakdown of the Company's available-for-sale securities by category and
weighted average life distribution (stated in terms of amortized cost) is
summarized below ($ in 000's) based on management's prepayment assumptions:
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10
December 31, 2002 Non Collateral or less years years years Total
- -------------------------------- ------- ----- ----- ----- -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 4,854 $ 1,432 $ --- $ --- $ 6,286
Fixed-Rate REMICs 654 10,000 --- --- 10,654
Mortgage Backed Securities:
Agency ARMs 5,373 8,752 --- 57 14,182
Agency Hybrid ARMs 1,074 17,201 --- --- 18,275
Agency DUSs --- 170,495 195,014 --- 365,509
Agency Debentures --- 486,760 --- --- 486,760
-------- --------- --------- -------- ----------
Total $ 11,955 $ 694,640 $ 195,014 $ 57 $ 901,666
======== ========= ========= ======== ==========
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10
December 31, 2002 Collateral or less years years years Total
- ---------------------------- ------- ----- ----- ----- -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 546 $ 18,535 $ --- $ --- $ 19,081
Fixed-Rate REMICs 35,655 --- --- --- 35,655
Mortgage Backed Securities:
Agency ARMs 198 7,831 2,872 624 11,525
Agency Hybrid ARMs --- 19,399 --- --- 19,399
Agency DUSs --- --- --- --- ---
Agency Debentures --- --- --- --- ---
-------- --------- --------- -------- ----------
Total $ 36,399 $ 45,765 $ 2,872 $ 624 $ 85,660
======== ========= ========= ======== ==========
December 31, 2002 Total Portfolio $ 48,354 $ 740,405 $ 197,886 $ 681 $ 987,326
- --------------------------------- ======== ========= ========= ======== ==========
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10
December 31, 2001 Non Collateral or less years years years Total
- -------------------------------- ------- ----- ----- ----- -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 3,192 $ 15,751 $ --- $ --- $ 18,943
Fixed-Rate REMICs --- 897 --- 897
Mortgage Backed Securities:
Agency ARMs 241 27,544 --- --- 27,785
Agency Hybrid ARMs --- 37,258 --- --- 37,258
Agency DUSs --- 76,169 234,941 --- 311,110
Agency Debentures --- 216,804 259,716 --- 476,520
-------- --------- --------- -------- ----------
Total $ 3,433 $ 374,423 $ 494,657 $ --- $ 872,513
======== ========= ========= ======== ==========
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10
December 31, 2001 Collateral or less years years years Total
- ---------------------------- ------- ----- ----- ----- -----
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 3,360 $ 29,906 $ --- $ --- $ 33,266
Fixed-Rate REMICs --- 46,814 --- --- 46,814
Mortgage Backed Securities:
Agency ARMs 1,376 17,435 --- 1,267 20,078
Agency Hybrid ARMs --- 35,097 --- --- 35,097
Agency DUSs --- --- --- --- ---
Agency Debentures --- --- --- --- ---
-------- --------- --------- -------- ----------
Total $ 4,736 $ 129,252 $ $ 1,267 $ 135,255
======== ========= ========= ======== ==========
December 31, 2001 Total Portfolio $ 8,169 $ 503,675 $ 494,657 $ 1,267 $1,007,768
- --------------------------------- ======== ========= ========= ======== ==========
Actual maturities may differ from maturities shown above due to prepayments.
The breakdown of the Company's available-for-sale securities by category and
yield, before the result of hedges, is summarized below:
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10 Yield after
December 31, 2002 or less years years years Total Hedging
- ----------------- ------- ----- ----- ----- ----- -------
Collateralized Mortgage
Obligations:
Floating-Rate REMICs 3.16% 2.54% ---% ---% 2.73% 2.73%
Fixed-Rate REMICs 6.54 4.54 --- --- 6.18 5.65
Mortgage Backed Securities:
Agency ARMs 6.38 5.83 4.77 5.23 5.87 5.87
Agency Hybrid ARMs 5.44 5.02 --- --- 5.04 5.04
Agency DUSs --- 6.54 6.14 --- 6.31 1.84
Agency Debentures --- 6.24 --- --- 6.24 3.93
----- ---- ----- ----- ---- -----
Total 5.95% 5.99% 6.11% 5.23% 6.02% 3.40%
===== ===== ===== ===== ===== =====
Due after 1 Due after 5
Due in 1 year through 5 through 10 Due after 10 Yield after
December 31, 2001 or less years years years Total Hedging
- ----------------- ------- ----- ----- ----- ----- -------
Collateralized Mortgage
Obligations:
Floating-Rate REMICs 4.56% 4.96% ---% ---% 4.90% 4.90%
Fixed-Rate REMICs 7.25 6.50 --- --- 6.51 6.51
Mortgage Backed Securities:
Agency ARMs 6.13 6.39 --- 7.22 6.40 6.40
Agency Hybrid ARMs --- 6.04 --- --- 6.04 6.04
Agency DUSs --- 7.47 6.66 --- 6.79 4.96
Agency Debentures --- 6.52 6.45 --- 6.50 4.78
----- ---- ----- ----- ---- -----
Total 5.03% 6.25% 6.57% 7.22% 6.40% 5.16%
===== ===== ===== ===== ===== =====
NOTE 5--REDEEMABLE COMMON SECURITIES
General
The Company is authorized to issue up to 150,000 Common Securities; as of
December 31, 2002, and December 31, 2001, the Company had outstanding 53,011
Common Securities, all of which were held by the Branch. The Bank has agreed
with the Company in the Contingent Support Agreement that, so long as any Series
A Preferred Securities are outstanding, it will maintain direct or indirect
ownership of 100% of the outstanding Common Securities.
Dividends
Holders of Common Securities are entitled to receive dividends when, as and if
declared by the Company's Board of Directors out of the Company's net income not
required to be applied to fund dividends with respect to the Series A Preferred
Securities; provided that so long as any Series A Preferred Securities are
outstanding, no dividends or other distributions (including redemptions and
purchases) may be made with respect to the Common Securities unless full
dividends on all Series A Preferred Securities have been paid for the current
and the two immediately preceding Dividend Periods (except during a Shift Period
if the Bank does not distribute dividends on its common stock).
Redemption Requirements
If the Bank's financial condition were to deteriorate with the consequence that
a Shift Event were to occur, substantially all the Common Securities would be
redeemed automatically without prior redemption of any Series A Preferred
Securities.
Voting Rights
Subject to the rights, if any, of the holders of Series A Preferred Securities
(in particular the right to remove and replace any Independent Director and to
elect an additional director, in certain circumstances), all voting rights are
vested in the Common Securities. The holders of Common Securities are entitled
to one vote per security.
Rights Upon Liquidation
In the event of the dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary, after there shall have been paid or set aside
for the holders of all Series A Preferred Securities the full preferential
amounts to which such holders are entitled, the holders of Common Securities
will be entitled to share equally and ratably in any assets remaining after the
payment of all debts and liabilities. Upon a liquidation of the Company during a
Shift Period, the Common Securities will have a preference over the Series A
Preferred Securities to the extent, if any, that the liabilities of the Bank
(including any debt instruments, such as titres participatifs and prets
participatifs) have not been paid in full.
NOTE 6--RELATED PARTY TRANSACTIONS
The Company enters into swap transactions with BNP Paribas.
The Company entered into a Services Agreement with the Branch on December 5,
1997 pursuant to which the Branch manages the securities portfolio of the
Company and performs other administrative functions. Expenses incurred under
such Agreement were $1,109,960 and $807,343 as of December 31, 2002, and
December 31, 2001, respectively. Under a specific allocation methodology, the
costs of personnel servicing the Company has increased. This allocation is based
on actual man-hours devoted to the activities of the Company and remains at arms
length.
The Branch also serves as the dividend paying agent, registrar and transfer
agent with respect to the Series A Preferred Securities. The fee is $4,000 per
annum for these services.
The Company maintains a credit balance account with the Branch for clearing
certain transactions.
All of the Company's officers and employees and all but one of the members of
the Company's Board of Directors are officers and employees of the Branch or BNP
PARIBAS.
NOTE 7--FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of securities at December 31, 2002, and December 31, 2001, were
obtained from independent market sources and are summarized in Note 4. The
carrying values of securities, as shown in Note 4, approximates their fair
value. The fair value of the receivable arising from payment for securities,
pursuant to the application of SFAS 125, as replaced by SFAS 140, was
$86,641,699 and $138,379,090 at December 31, 2002, and December 31, 2001,
respectively.
The carrying value of cash and cash equivalents, accounts receivable, accrued
interest receivable, accrued expenses and accounts payable approximates fair
value.
The fair value of the cross currency and interest rate swaps described in Note 8
below at December 31, 2002, was $(84,340,226) and $(19,003,975) at December 31,
2001.
NOTE 8--DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company maintains an overall risk management strategy that incorporates the
use of derivative instruments to hedge the interest rate risk and foreign
currency risk of fixed-income securities. As a result of interest rate or
exchange rate fluctuations, hedged fixed rate assets will appreciate or
depreciate in market value. The effect of this unrealized appreciation or
depreciation is expected to substantially offset the Company's gains or losses
on the derivative instruments that are linked to these hedged assets and
liabilities. The Company considers its use of derivatives to be a prudent method
of managing interest rate and foreign currency rate sensitivity, as it prevents
earnings from being exposed to undue risk posed by changes in interest and
exchange rates in compliance with the Company's policies.
Derivative instruments that are used as part of the Company's interest rate risk
management strategy include interest rate and cross-currency swap contracts that
have indices related to the pricing of specific balance sheet assets and
liabilities. As a matter of policy, the Company does not use highly leveraged
derivative instruments for interest rate risk management. Interest rate swaps
generally involve the exchange of fixed and variable rate interest payments
between two parties, based on a common notional principal amount and maturity
date.
By using derivative instruments, the Company exposes itself to credit and market
risk. If a counterparty fails to fulfill its performance obligations under a
derivative contract, the Company's credit risk will equal the fair value gain in
a derivative. Generally, when the fair value of a derivative contract is
positive, this indicates that the counterparty owes the Company, thus creating a
repayment risk for the Company. When the fair value of a derivative contract is
negative, the Company owes the counterparty and, therefore, assumes no repayment
risk. The Company minimizes the credit (or repayment) risk in derivative
instruments by entering into transactions with BNP PARIBAS S.A. Consequently,
the Company does not require that collateral be provided by the counterparty.
Market risk is the adverse effect that a change in interest rates, currency, or
implied volatility rates might have on the value of a financial instrument. The
Company does not expose itself to market risk by using derivatives but rather
reduces market risk since it uses derivatives only for fair value hedges that
effectively offset fluctuations in the fair value of the hedged items.
The Company formally documents all relationships between derivatives and hedged
items, as well as its risk management objectives and strategies for undertaking
various hedge transactions. This process includes linking all derivatives that
are designated as fair value or cash flow hedges to (1) assets and liabilities
on the balance sheet, (2) firm commitments or (3) forecasted transactions.
Fair Value Hedges
The Company mainly enters into interest rate swaps and cross-currency interest
rate swaps to convert fixed rate Agency Debentures, Agency DUSs and Fixed Rate
REMICs into variable rate securities.
For the year ended December 31, 2002, the Company recognized $1,225,111 in
current year earnings related to the ineffective portion of fair value hedges.
The Company also recognized ($248,056) in losses in relation to a cross currency
swap that no longer qualified as a fair value hedging instrument. The fair value
of the hedging instruments was $(86,023,329) at December 31, 2002, and
$(19,003,975) at December 31, 2001, and has been recorded in "Other
liabilities". It has been offset, except for the ineffective portion of the
hedge, by the revaluation of the respective hedged investment securities. The
fair value of the hedging instruments does not include accrued interest
receivable and payable, which are shown separately on the balance sheet.
Cash Flow Hedges
For the year ended December 31, 2002, and December 31, 2001, the Company did not
enter into cash flow hedge transactions and it is not the intention of the
Company to use interest rate swaps to convert floating rate financial
instruments to fixed rate financial instruments as part of a cash flow hedge
strategy.
At December 31, 2002, and December 31, 2001, the Company had outstanding
interest rate and cross currency swap agreements with a notional principal
amount of $664,908,744 and $590,711,267, respectively.
BNP U.S. FUNDING L.L.C.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(in thousands, except per share data)
First Quarter Second Quarter Third Quarter Fourth Quarter Totals
--------------------------------------------------------------------------------
INTEREST INCOME:
Collateralized Mortgage Obligations:
Floating-Rate REMICs $ 332 $ 267 $ 203 $ 163 $ 965
Fixed-Rate REMICs 775 855 820 715 3,165
Mortgage Backed Securities:
Agency ARMs 711 523 416 339 1,989
Agency Hybrid ARMs 841 692 578 457 2,568
Agency DUSs 1,452 1,532 1,654 1,613 6,251
Agency Debentures 4,025 6,585 4,154 4,231 18,995
Interest on deposits 153 212 144 106 615
---------- ----------- --------- --------- ---------
Total 8,289 10,666 7,969 7,624 34,548
---------- ----------- --------- --------- ---------
NONINTEREST EXPENSE:
Fees and expenses 294 566 334 212 1,406
Other financial instrument --- --- --- 248 248
-------- -------- --------- --------- ---------
NET INCOME APPLICABLE TO PREFERRED AND
REDEEMABLE COMMON SECURITIES
$ 7,995 $ 10,100 $ 7,635 $ 7,164 $ 32,894
========= ========= ========= ========= =========
NET INCOME (LOSS) PER REDEEMABLE
COMMON SECURITY $ 150.82 $ 174.39 $ 144.03 $ (229.78) $ (109.34)
========= ========= ========= ========= =========
Item 9: Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure
None.
Item 10: Directors and Executive Officers of the Company
The following table sets forth information concerning the directors and
executive officers of the Company. The directors serve 3-year terms (5 years in
the case of the independent director), subject to earlier resignation or
removal. The current term of Georges Chodron de Courcel, Martine Billeaud and
Sady Karet commenced on December 5, 2000. Donald J. Puglisi, the independent
director, was reappointed by the Board of Directors and the Branch, as holder of
the Common Securities of the Company, and his current term of office commenced
as of December 5, 2002. On August 12, 2002, the Board of Directors of the
Company elected John Powers to succeed George T. Deason as Secretary of the
Company, Thomas Clyne as Chief Financial Officer and Diana Mitchell as Assistant
Secretary. On November 29, 2002, Olivier Meisel replaced Jean-Pierre Beck as
President and Director.
Name and Age Position and Offices Held
------------ -------------------------
Georges Chodron de Courcel (52) Chairman and Director
Martine Billeaud (57) Director
Olivier Meisel (39) President and Director
John D. Powers (51) Secretary
Donald J. Puglisi (57) Independent Director
Sady Karet (48) Treasurer and Director
Thomas Clyne (46) Chief Financial Officer
Diana Mitchell (47) Assistant Secretary
The following is a summary of the experience of the executive officers and
directors of the Company:
Georges Chodron de Courcel is currently a Member of the Executive Committee and
Head of Investment Banking of BNP PARIBAS. Born in 1950, he graduated in 1971
from Ecole Centrale de Paris and in Economics in 1972. He immediately started
his career with Banque Nationale de Paris where he handled various assignments.
After having spent 6 years with Commercial Banking, he was successively
responsible for Stock Exchange Research, Banexi's Administration (BNP Merchant
Bank) and Investment Management. In 1989, he was named Director of Corporate
Finance and Chairman of Banexi. Since January 1991, he has headed all Capital
Markets and was appointed Chief Executive International and Finance of BNP in
September 1996. Georges Chodron de Courcel also holds directorships in various
companies such as Bouygues, Lagardere, Scor and Sommer Allibert.
Martine Billeaud is in charge of the Bank's medium and long term funding
activities related to Asset and Liability Management. She was previously
responsible for domestic treasury business. Ms. Billeaud was born in
Choisy-le-Roi, France in 1945.
Olivier Meisel is in charge of the ALM Treasury activities for BNP Paribas North
America. He began his career as a derivatives trader in the Paris and London
offices of Banque Paribas before joining the ALM Treasury Metier in 1997. His
previous position was as Head of ALM Treasury in Japan. Mr. Meisel was born in
Suresnes, France in 1963.
John D. Powers became General Counsel for the corporate and investment
banking businesses of BNP Paribas in North America after the merger of BNP
and Paribas in 2000. Before assuming his duties as General Counsel, Mr.
Powers was the lead counsel for Paribas' capital market businesses in North
America from the time he joined Paribas in 1992. Prior to this time, Mr.
Powers was Assistant General Counsel for Barclays Bank PLC, which he joined
in 1983 after working as an associate at Cravath, Swaine & Moore starting
in 1980.
Donald J. Puglisi, the Independent Director, is the MBNA America Business
Professor and Professor of Finance at the University of Delaware where he has
been on the faculty since 1971. In addition, he is the Managing Director of
Puglisi and Associates, a company which provides investment management,
accounting and other administrative services to a variety of different
companies. Mr. Puglisi holds a Directorship or Trusteeship in the following
companies that are registered under either the Exchange Act or the 1940 Act: AJL
PEPS Trust, Automatic Common Exchange Security Trust II, DECS Trust, DECS Trust
II, Dole Food Automatic Common Exchange Security Trust, Great Lakes Fund, Inc.,
Huron Investment Fund, Inc., Mandatory Common Exchange Trust, Nextel STRYPES
Trust, Select Asset Fund, Series 1, Inc., Select Asset Fund, Series 2, Inc.,
Snyder STRYPES Trust and WBK STRYPES Trust.
Sady Karet is Vice President in charge of Asset and Liability analysis of the
Bank's US branches. He was previously posted in Hong Kong where he was in charge
of Market Risks for North Asia (excluding Japan). Mr. Karet was born in Paris,
France in 1954.
Thomas Clyne is a Managing Director in Finance responsible for U.S. Non-Banking
subsidiaries. Mr. Clyne has been with BNP Paribas since 1998. He has worked in
the investment banking and financial services industry for twenty-eight years.
Prior to joining the Bank, he worked for Credit Lyonnais as Managing Director
and Chief Financial Officer of Credit Lyonnias Securities (USA) Inc. Mr. Clyne
was born in Brooklyn, New York in 1956.
Diana E. Mitchell is a Vice President and Assistant General Counsel for BNP
Paribas in North America. In her current position, she assists the General
Counsel for the corporate and investment banking businesses of BNP Paribas in
North America on matters with broad relevance to the U.S. operations of BNP
Paribas, focusing, in particular, on regulatory and compliance related issues.
Ms. Mitchell joined the corporate banking legal department for Paribas in 1994.
Prior to this time, Ms. Mitchell worked as an associate at Brown Raysman &
Millstein starting in 1991 and Lord Day & Lord, Barrett Smith starting in 1989.
Item 11: Executive Compensation
The Independent Director Donald J. Puglisi, receives director's fees of $6,000
per year. All of the other members of the Company's Board of Directors and
Officers are also Officers or employees of the Branch or the Bank and do not
receive compensation from the Company or additional compensation from the Branch
or the Bank for services rendered to the Company.
Item 12: Security Ownership of Certain Beneficial Owners and Management
None.
Item 13: Certain Relationships and Related Transactions
Reference is hereby made to Item 1. Business and Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations for a discussion
of the Company's various relationships with the Branch, the sole holder of all
its outstanding Common Securities.
Item 14: Controls and Procedures
Within the 90 days prior to each of the date of this report and the quarterly
report for the period ended September 30, 2002, the Company carried out an
evaluation under the supervision and with the participation of the Company's
management, including the President and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives. Based upon and as of
the date of each of the Company's evaluations, the President and Chief Financial
Officer concluded that the disclosure controls and procedures are effective in
all material respects to ensure that information required to be disclosed in the
reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required. Such officers also
confirm that there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of each of the evaluations referred to above.
Item 15: Exhibits, Financial Statement Schedules and Reports on
Form 8-K
Index To Exhibits
Exhibit 11: Computation of net loss per common security
Exhibit 12(a): Computation of ratio of earnings to fixed
charges
Exhibit 12(b): Computation of ratio of earnings to fixed
charges and preferred securities dividend
Exhibit 99.1: Certification, Olivier Meisel
Exhibit 99.2: Certification, Thomas Clyne
Signature
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 thereto duly authorized.
BNP U.S. FUNDING L.L.C.
-----------------------
Registrant
Date: March 31, 2003 By /s/ Olivier Meisel
-------------------
Olivier Meisel
President and
Director
Date: March 31, 2003 By /s/ Thomas Clyne
-------------------
Chief Financial
Officer
Annual and Quarterly Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(A separate certification is required for each officer)
I, Thomas Clyne, certify that:
1. I have reviewed this annual report on Form 10-K of BNP U.S. Funding L.L.C.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 we 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 annual 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 annual
report (the "Evaluation Date"); and
c) presented in this annual 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
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
annual report whether or not 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: March 31, 2003
/s/ Thomas Clyne
------------------------------
Title: Chief Financial Officer
Annual and Quarterly Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(A separate certification is required for each officer)
I, Olivier Meisel, certify that:
1. I have reviewed this annual report on Form 10-K of BNP U.S. Funding L.L.C.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 we 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 annual 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 annual
report (the "Evaluation Date"); and
c) presented in this annual 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
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
annual report whether or not 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: March 31, 2003
/s/ Olivier Meisel
------------------------------
Title: President and Director