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FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000- 50139
FIRST NATIONAL MASTER NOTE TRUST
(Exact name of registrant as specified in its charter)
Nebraska Not Applicable
------------------------------ ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1620 Dodge Street, Stop Code 3198, Omaha, Nebraska 68197-3198
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(402) 341-0500
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Each Class
Series 2002-1 Asset Backed Notes, Class A Notes
Series 2002-1 Asset Backed Notes, Class B Notes
Series 2002-1 Asset Backed Notes, Class C Notes
Series 2003-1 Asset Backed Notes, Class A Notes
Series 2003-1 Asset Backed Notes, Class B Notes
Series 2003-1 Asset Backed Notes, Class C Notes
Series 2003-2 Asset Backed Notes, Class A Notes
Series 2003-2 Asset Backed Notes, Class B Notes
Series 2003-2 Asset Backed Notes, Class C Notes
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 (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the 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]
1
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES [ ] NO
[X]
Aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant: $ 0.
DOCUMENTS INCORPORATED BY REFERENCE
No documents have been incorporated by reference into this Form 10-K.
2
TABLE OF CONTENTS
PART I
Item 1. Business 4
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 5
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 6
Item 8. Financial Statements and Supplementary Data 6
Item 9. Changes in and Disagreements With Accountants on Accounting
And Financial Disclosure 16
Item 9A. Controls and Procedures 16
PART III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and Management 16
Item 13. Certain Relationships and Related Transactions 17
Item 14. Principal Accounting Fees and Services 17
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 17
SIGNATURES 19
EXHIBIT 23.1 20
EXHIBIT 31.1 21
EXHIBIT 32.2 22
EXHIBIT 32.2 23
EXHIBIT 99.1 24
3
PART I
In no-action letters issued to a variety of issuers of pass-through
securities representing ownership interests in trusts whose principal assets are
receivables generated under consumer credit accounts owned by the financial and
retailing institutions which established such trusts, the Division of
Corporation Finance has stated that it would not raise any objection if the
servicer of the trust, on behalf of the trust, files its Annual Report on Form
10-K in accordance with a specified format. See, e.g., Sears Credit Account
Master Trust II (August 24, 1995); Mercantile Credit Card Master Trust (August
23, 1995); Banc One Credit Card Master Trust (May 26, 1995); Household Affinity
Credit Card Master Trust I (April 29, 1994); Sears Credit Account Master Trust I
(December 23, 1993); First Deposit Master Trust (December 23, 1993); Discover
Card Trust 1993 B (April 9, 1993); Prime Credit Master Trust (January 29, 1993);
Private Label Credit Card Master Trust (May 20, 1992); and Chase Manhattan
Credit Card Trust 1990-A (March 22, 1991).
First National Master Note Trust (the "Trust") has prepared and filed
this Annual Report on Form 10-K in substantially the form to which the Division
of Corporation Finance, in the no-action letters referred to above, has stated
that it would not object.
ITEM 1. Business.
The Trust was formed for the purpose of issuing, from time to time,
asset-backed notes under the Master Indenture dated as of October 24, 2002 (as
supplemented from time to time, the "Indenture") between the Trust and The Bank
of New York (the "Indenture Trustee") and one or more supplements thereto. The
property of the Trust includes, and will include, a portfolio of receivables
and/or collateral certificates representing a beneficial interest in receivables
(collectively, the "Receivables") generated from time to time by certain
designated eligible VISA and Mastercard credit card accounts (collectively, the
"Accounts") owned by First National Bank of Omaha, all monies due or to become
due in payment of the Receivables, all proceeds of such Receivables and any
series credit enhancement provided for any particular series or class of notes.
On October 24, 2002, the Trust issued: $332,000,000 Class A Notes,
Series 2002-1 Asset Backed Notes; $31,000,000 Class B Notes, Series 2002-1 Asset
Backed Notes; and $37,000,000 Class C Notes, Series 2002-1 Asset Backed Notes.
These notes were publicly issued pursuant to the prospectus supplement dated
October 16, 2002 and the prospectus dated October 16, 2002.
On December 30, 2002, the Trust issued: $136,125,000 Series 2002-2
Floating Rate Class A Asset Backed Notes and $13,875,000 Series 2002-2 Floating
Rate Class B Asset Backed Notes. These notes were privately placed. These notes
were retired in December 2003.
On March 20, 2003, the Trust issued: $415,000,000 Class A Notes, Series
2003-1 Asset Backed Notes; $38,750,000 Class B Notes, Series 2003-1 Asset Backed
Notes; and $46,250,000 Class C Notes, Series 2003-1 Asset Backed Notes. These
notes were publicly issued pursuant to the prospectus supplement dated March 13,
2003 and the prospectus dated March 13, 2003.
On November 17, 2003, the Trust issued: $411,250,000 Class A Notes,
Series 2003-2 Asset Backed Notes; $40,000,000 Class B Notes, Series 2003-2 Asset
Backed Notes; and $48,750,000 Class C Notes, Series 2003-2 Asset Backed Notes.
These notes were publicly issued pursuant to the prospectus supplement dated
November 4, 2003 and the prospectus dated November 4, 2003.
4
On December 17, 2003, the Trust issued: $80,775,000 Class A-1 Asset
Backed Notes, VFN Series 2003-3; $32,310,000 Class A-2 Asset Backed Notes, VFN
Series 2003-3; $9,225,000 Class B-1 Asset Backed Notes, VFN Series 2003-3; and
$3,690,000 Class B-2 Asset Backed Notes, VFN Series 2003-3. These notes were
privately placed. The maximum outstanding principal amount of these Notes may
vary from time to time, up to $224,375,000 for the Class A-1 Notes, up to
$89,750,000 for the Class A-2 Notes, up to $25,625,000 for the Class B-1 Notes
and up to $10,250,000 for the Class B-2 Notes.
ITEM 2. Properties.
The property of the Trust includes, and will include, a portfolio of
Receivables and/or collateral certificates representing a beneficial interest in
Receivables generated from time to time by certain designated eligible Accounts
owned by First National Bank of Omaha, all monies due or to become due in
payment of the Receivables, all proceeds of such Receivables and any series
credit enhancement provided for any particular series or class of notes.
Pursuant to the Indenture and pursuant to the related amended and restated
pooling and servicing agreement and transfer and servicing agreement, each month
the servicer prepares a monthly report (the "Monthly Report") containing
information regarding the Trust's notes and assets for the prior month and the
related payment dates for the notes. First National Bank of Omaha, as servicer,
has executed the Annual Servicer's Certificate regarding its servicing
activities which is attached hereto as Exhibit 99.1.
ITEM 3. Legal Proceedings.
There is nothing to report with regard to this item.
ITEM 4. Submission of Matters to a Vote of Security Holders.
There is nothing to report with regard to this item.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
To the best knowledge of the Trust, there are secondary sales of the
Trust's Series 2002-1 Asset Backed Notes, Class A Notes; Series 2002-1 Asset
Backed Notes, Class B Notes; Series 2002-1 Asset Backed Notes, Class C Notes;
Series 2003-1 Asset Backed Notes, Class A Notes; Series 2003-1 Asset Backed
Notes, Class B Notes; Series 2003-1 Asset Backed Notes, Class C Notes; Series
2003-2 Asset Backed Notes, Class A Notes; Series 2003-2 Asset Backed Notes,
Class B Notes; and Series 2003-2 Asset Backed Notes, Class C Notes, although the
frequency of transactions varies substantially over time.
Each of the publicly offered classes of notes is represented by one or
more notes registered in the name of Cede & Co. ("Cede"), the nominee of The
Depository Trust Company ("DTC").
5
ITEM 6. Selected Financial Data.
The selected financial data has been omitted since the required
information is included in the financial statements.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
There is nothing to report with regard to this item.
ITEM 8. Financial Statements and Supplementary Data.
6
FIRST NATIONAL MASTER
NOTE TRUST
Financial Statements as of and for the
Period Ended December 31, 2003 and 2002
and Independent Auditors' Report
7
INDEPENDENT AUDITORS' REPORT
To the First National Master Note Trust and its Note Holders
First National Bank of Omaha
Omaha, Nebraska
We have audited the accompanying Statements of Assets and Liabilities of the
First National Master Note Trust (the "Trust") as of December 31, 2003 and 2002,
and the related Statements of Distributable Income for the years then ended.
These financial statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As discussed in Note 1 to the financial statements, these financial statements
are prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than accounting principles generally
accepted in the United States of America.
In our opinion, such financial statements present fairly, in all material
respects, the assets and liabilities of the Trust at December 31, 2003 and 2002,
and its distributable income for the years then ended on the basis of accounting
described in Note 1.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
March 19, 2004
8
FIRST NATIONAL MASTER NOTE TRUST
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 AND 2002
ASSETS 2003 2002
Cash available for distribution $ 43,353,139 $ 6,675,016
Credit card receivables 1,659,000,000 500,000,000
-------------- --------------
Total assets $1,702,353,139 $ 506,675,016
============== ==============
LIABILITIES
Income to be distributed $ 43,353,139 $ 6,675,016
Asset-backed notes:
Series 2002-1 400,000,000 400,000,000
Series 2002-2 - 100,000,000
Series 2003-1 500,000,000 -
Series 2003-2 500,000,000 -
Series 2003-3 259,000,000 -
-------------- --------------
Total asset-backed notes 1,659,000,000 500,000,000
-------------- --------------
Total liabilities $1,702,353,139 $ 506,675,016
============== ==============
See notes to financial statements.
9
FIRST NATIONAL MASTER NOTE TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
Distributable Income: $1,281,554,115 $ 94,868,601
Allocable to principal 183,124,321 17,920,433
-------------- --------------
Allocable to interest
Distributable income 1,464,678,436 112,789,034
Income Distributed:
Distribution of principal to purchase new receivables 1,281,554,115 94,868,601
Interest paid on asset-backed notes 12,284,226 1,212,733
Servicing fees 16,060,979 1,161,644
Distribution to purchase new receivables for amounts
previously written off 59,990,899 4,917,288
Distribution on transferor's interest 51,435,078 3,953,752
-------------- --------------
Income distributed 1,421,325,297 106,114,018
-------------- --------------
Excess of distributable income over income distributed $ 43,353,139 $ 6,675,016
============== ==============
See notes to financial statements.
10
FIRST NATIONAL MASTER NOTE TRUST
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
First National Master Note Trust (the "Trust") was created to acquire
credit card receivables and related assets for the purpose of issuing
asset-backed notes under the Master Indenture dated October 24, 2002
between First National Master Note Trust and The Bank of New York, and
one or more supplements thereto. The property of the Trust includes the
Collateral Certificate ("Collateral Certificate") issued by First
Bankcard Master Credit Card Trust (the "Receivables Trust")
representing an undivided interest in Visa and Mastercard credit card
receivables originated by First National Bank of Omaha (the "Bank"), an
affiliate of the Bank or acquired by the Bank or an affiliate.
First National Bank of Omaha retains servicing responsibility pursuant
to the Second Amended and Restated Pooling and Servicing Agreement
dated as of October 24, 2002 and the Transfer and Servicing Agreement
dated as of October 24, 2002 and receives annual servicing compensation
for acting as servicer. In order to facilitate its servicing functions
and minimize administrative burdens and expenses, the Bank retains
physical possession of the documents relating to the receivables as
custodian for the trustee of the Receivables Trust and the Trust. The
Trust and the Receivables Trust have no employees.
The financial statements of the Trust are prepared on a cash basis of
accounting. Such financial statements differ from financial statements
prepared in accordance with accounting principles generally accepted in
the United States of America in that interest income and the related
assets are recognized when received rather than when earned and
distributions are recognized when paid rather than when the obligation
is incurred. The statement of assets and liabilities arising from cash
transactions as of December 31, 2003 and 2002 reflects the amounts to
be distributed on January 15, 2004 and 2003, respectively, which
represents the distribution of income received by the Trust for the
period October 24, 2002 through December 31, 2002 and December 1, 2003
through December 31, 2003, respectively.
2. PRINCIPAL AND INTEREST PAYMENT
Collections of principal on the receivables are used to make principal
distributions to note holders and to purchase new credit card
receivables on a daily basis.
Collections of finance charge receivables, which include late fees,
non-sufficient funds check fees, annual fees, recoveries of amounts
previously written off and association interchange, are used to pay
interest to the note holders, pay servicing fees, purchase new credit
card receivables equal to amounts written off during the month and
maintain certain reserve and spread accounts. Excess finance charge
collections, if any, are distributed to First National Funding LLC, a
subsidiary of the Bank. The distribution date is the 15th day of each
month (or the next following business day).
3. ASSET-BACKED NOTES
The Trust may issue from time to time asset-backed notes in one or more
series, which will consist of one or more classes of notes, secured by
the Collateral Certificate. As of December 31, 2003 and 2002, the Trust
had issued and had outstanding the following floating rate notes:
11
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------\
% OF TRUST % OF TRUST
DESCRIPTION $ ISSUED PORTFOLIO $ ISSUED PORTFOLIO
2003:
Series 2003-1 $500,000,000 30.14% $ - 0.00%
Series 2003-2 500,000,000 30.14 - 0.00
Series 2003-3 259,000,000 15.61 - 0.00
Series 2002-1 400,000,000 24.11 400,000,000 80.00
Series 2002-2 - 0.00 (1) 100,000,000 20.00
(1) Series 2002-2 was terminated and paid in full during December 2003.
Series are either publicly issued or privately placed. The following table
summarizes the method of issuance for each series:
DATE OF PROSPECTUS
AND PROSPECTUS
SERIES METHOD OF ISSUANCE SUPPLEMENT
------------------ ----------
2002-1 Publicly issued October 16, 2002
2002-2 Privately placed -
2003-1 Publicly issued March 13, 2003
2003-2 Publicly issued November 4, 2003
2003-3 Privately placed -
12
The following table summarizes the maturity dates and interest rates as of
December 31:
SERIES 2002-1 SERIES 2002-2 SERIES 2003-1
------------- ------------- -------------
TYPE TERM CONDUIT TERM
2003:
Expected final distribution date October 17, 2005 (1) - March 15, 2006 (3)
Scheduled Class A payment date - December 31, 2006 (2) -
Interest rates:
Class A LIBOR + .11 CP + .37 LIBOR + .10
Class B LIBOR + .40 CP + 1.00 2.76%
Class C LIBOR + 1.12 - LIBOR + 1.60
2002:
Expected final distribution date October 17, 2005 (1) - -
Scheduled Class A payment date - December 31, 2006 (2) -
Interest rates:
Class A LIBOR + .11 CP + .37 -
Class B LIBOR + .40 CP + 1.00 -
Class C LIBOR + 1.12 - -
SERIES 2003-2 SERIES 2003-3
------------- -------------
TYPE TERM CONDUIT
2003:
Expected final distribution date November 15, 2006 (4) -
Scheduled Class A payment date - December 31, 2008 (5)
Interest rates:
Class A LIBOR + .11 CP + .27
Class B 3.08% CP + 1.22
Class C 3.70% -
2002:
Expected final distribution date - -
Scheduled Class A payment date - -
Interest rates:
Class A - -
Class B - -
Class C - -
(1) Notes are scheduled to pay down beginning October 1, 2004. However, the
number of months required to pay down Series 2002-1 is dependent upon
the principal collections on the underlying credit card receivables, as
described in Section 4.14 of the Series 2002-1 Indenture Supplement.
(2) Series 2002-2 was terminated and paid in full during December 2003.
(3) Notes are scheduled to pay down beginning March 1, 2005. However, the
number of months required to pay down Series 2003-1 is dependent upon
the principal collections on the underlying credit card receivables, as
described in Section 4.14 of the Series 2003-1 Indenture Supplement.
(4) Notes are scheduled to pay down beginning November 1, 2005. However,
the number of months required to pay down Series 2003-2 is dependent
upon the principal collections on the underlying credit card
receivables, as described in Section 4.14 of the Series 2003-2
Indenture Supplement.
(5) The Class A and B notes of Series 2003-3 are paid sequentially with a
twelve-month amortization period beginning December 1, 2007.
13
4. FEDERAL INCOME TAXES
The Trust is not taxable as a corporation for Federal income tax
purposes. Accordingly, no provision for income taxes is reflected in
the accompanying financial statements.
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is the current amount that
would be exchanged between willing parties. Fair value is best
determined based upon quoted market prices. However, in many instances,
there are no quoted market prices for the Trust's various financial
instruments. In cases where quoted market prices are not available,
fair values are based on estimates using present value or other
valuation techniques. Those technique are significantly affected by the
assumptions used, including the discount rate and estimates of future
cash flows. Accordingly, the fair value estimates may not be realized
in an immediate settlement of the instrument.
The following table presents the carrying amounts and fair values of
the specified assets and liabilities held by the Trust at December 31,
2003 and 2002. The information presented is based on pertinent
information available to management as of December 31, 2003 and 2002.
Although management is not aware of any factors that would
significantly affect the estimated fair value amounts, such amounts
have not been comprehensively revalued since that time, and the current
estimated fair value of these financial instruments may have changed
since that point in time.
DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
Financial assets:
Cash available for distribution $ 43,353,139 $ 43,353,139 $ 6,675,016 $ 6,675,016
Credit card receivables 1,659,000,000 1,788,070,200 500,000,000 538,300,000
Financial liabilities:
Income to be distributed $ 43,353,139 $ 43,353,139 $ 6,675,016 $ 6,675,016
Asset-backed notes 1,659,000,000 1,659,000,000 500,000,000 500,000,000
The following methods and assumptions were used in estimating fair
value disclosures for the Trust's financial instruments:
CASH AVAILABLE FOR DISTRIBUTION AND INCOME TO BE DISTRIBUTED - The
carrying amounts of these financial instruments approximate fair values
due to the short-term nature of these instruments.
CREDIT CARD RECEIVABLES - The fair values of the Trust's credit card
receivables have been estimated using two methods: 1) the carrying
amounts of short-term and variable rate loans approximate fair values
excluding certain credit card loans which are tied to an index floor;
and 2) for small amounts of fixed rate loans, discounting of projected
future cash flows. When using the discounting method, loans are pooled
in homogeneous groups with similar
14
terms and conditions and discounted at a target rate at which similar
loans would be made to borrowers at year end.
ASSET-BACKED NOTES - The carrying amounts of asset-backed notes
approximate the fair values because the notes carry variable interest
rates.
15
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
There is nothing to report with regard to this item.
ITEM 9A. Controls and Procedures.
Not required by Items 307 and 308 of Regulation S-K.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report and not required by Instruction 3 to Item 406
of Regulation S-K.
ITEM 11. Executive Compensation.
Omitted pursuant to the no-action letters referred to in the first
paragraph of Part I of this report.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
a) Each publicly offered class of the Trust's notes is
represented by one or more notes registered in the name of Cede, the
nominee of DTC. An investor holding an interest in such classes of
notes is not entitled to receive a note representing such interest
except in limited circumstances set forth in the Indenture.
Accordingly, Cede is the sole holder of record of such notes, which it
holds on behalf of brokers, dealers, banks, and other direct
participants in the DTC system. Such direct participants may hold notes
for their own accounts or for the accounts of their customers. The name
and address of Cede is Cede & Co., c/o The Depository Trust Company, 55
Water Street, New York, NY 10041.
b) Omitted pursuant to the no-action letters referred to in the
first paragraph of Part I of this report.
c) Omitted pursuant to the no-action letters referred to in the
first paragraph of Part I of this report.
Information required by Item 201(d) of Regulation S-K omitted because
the notes are not issued under equity compensation plans.
16
ITEM 13. Certain Relationships and Related Transactions.
There is nothing to report with regard to this item.
ITEM 14. Principal Accounting Fees and Services.
Omitted pursuant to the Instruction to Item 14 of Form 10-K.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
a) Listed below are the documents filed as part of this report:
1) All financial statements are included in Item 8 of
this report.
2) Exhibit 23.1 Consent of Deloitte & Touche LLP
Exhibit 31.1 Certification pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934.
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 99.1 Annual Servicer's Certificate.
Exhibit 99.2 Monthly Reports for the due periods
beginning in January 2003 and ending in
December 2003 are incorporated by reference
from the Trust's Current Reports on Form
8-K filed with the Commission on the
following dates: March 6, 2003; March 26,
2003; April 24, 2003; May 27, 2003; June
26, 2003; July 23, 2003; August 20, 2003;
September 25, 2003; October 20, 2003;
November 19, 2003; December 18, 2003; and
January 26, 2004 (Commission File No.
000-50139).
b) Reports on Form 8-K:
The following Current Reports on Form 8-K were filed during
the fourth quarter of 2002:
17
ITEMS REPORTED DATE OF REPORT
-------------- --------------
Item 5: Monthly Report, September 2003 October 20, 2003
Items 5 and 7: Legal Opinions and Consent November 10, 2003
regarding tax matters and legality of Series
2003-2 Asset Backed Notes, Classes A, B and C
Item 5: Monthly Report, October 2003 November 19, 2003
Item 5: Issuance of Series 2003-2 Asset Backed November 19, 2003
Notes,
Classes A, B and C
Item 5: Monthly Report, November 2003 December 18, 2003
c) Included in Item 15(a)(2) of this report pursuant to Items
15(a)(3) and 15(c) of Form 10-K.
d) Omitted pursuant to the no-action letters referred to in the
first paragraph of Part I of this report.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 29, 2004 FIRST NATIONAL MASTER NOTE TRUST
By: First National Bank of Omaha,
As Servicer of First National Master Note
Trust
By: /s/ Jean L. Koenck
--------------------------------------
Jean L. Koenck, Vice President
Dated: March 29, 2004 FIRST NATIONAL FUNDING LLC, as Transferor
By: First National Funding Corporation,
Managing Member
By: /s/ Jean L. Koenck
--------------------------------------
Jean L. Koenck, Senior Vice President
19