QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
Maryland 52-1998335
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ___ No _X_
The number of shares outstanding of the registrant’s sole class of common stock was 100 shares, $1.00 par value per share, as of April 15, 2005. All of such shares were owned by Chevy Chase Bank; therefore, no common stock was held by non-affiliates.
Page
Item 1. Financial Statements::...................................................................... 1
(a) Statements of Financial Condition as of March 31, 2005 and
December 31, 2004................................................................2
(b) Statements of Operations for the Three Months Ended
March 31, 2005 and 2004 .........................................................3
(c) Statement of Stockholders' Equity for the Three Months
Ended March 31, 2005.............................................................4
(d) Statements of Cash Flows for the Three Months Ended
March 31, 2005 and 2004 .........................................................5
(e) Notes to Financial Statements......................................................6
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations........................................................8
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................................10
Item 4. Controls and Procedures....................................................................11
Item 1. Legal Proceedings..........................................................................12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds................................12 Item 3. Defaults Upon Senior Securities............................................................12 Item 4. Submission of Matters to a Vote of Security Holders........................................12 Item 5. Other Information..........................................................................12 Item 6. Exhibits...................................................................................12
The following unaudited financial statements and notes of Chevy Chase Preferred Capital Corporation (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. In the opinion of management, all adjustments necessary for a fair presentation of the financial position and the results of operations for the interim period presented have been included. These unaudited financial statements and notes should be read in conjunction with the Company’s financial statements and notes for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2005 (the “2004 10-K”).
March 31, December 31,
2005 2004
---------------------- ----------------------
(Unaudited)
ASSETS
Cash and interest-bearing deposits $ 3,770,426 $ 2,318,102
Residential mortgage loans (net of allowance for
losses of $40,333 for both periods) 374,067,391 374,458,643
Accounts receivable from parent 404,297 1,591,546
Accrued interest receivable 1,424,326 1,346,764
Prepaid expenses 44,762 5,000
---------------------- ----------------------
Total assets $ 379,711,202 $ 379,720,055
====================== ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loan payable to parent $ 75,000,000 $ 75,000,000
Accrued interest payable to parent 228,625 81,500
Accounts payable to others and accrued expenses 31,138 41,063
Dividends payable to parent - 700,000
Dividends payable to others 3,890,625 3,890,625
---------------------- ----------------------
Total liabilities 79,150,388 79,713,188
---------------------- ----------------------
Stockholders' Equity:
Preferred Stock, 10,000,000 shares authorized:
10 3/8% Noncumulative Exchangeable Preferred Stock,
Series A, $5 par value, 3,000,000 shares issued and
outstanding(liquidation value of $150,000,000 plus
accrued and unpaid dividends) 15,000,000 15,000,000
Common stock, $1 par value, 1,000 shares authorized, 100
shares issued and outstanding 100 100
Capital contributed in excess of par 284,999,900 284,999,900
Retained earnings 560,814 6,867
---------------------- ----------------------
Total stockholders' equity 300,560,814 300,006,867
---------------------- ----------------------
Total liabilities and stockholders' equity $ 379,711,202 $ 379,720,055
====================== ======================
See the accompanying Notes to Financial Statements.
Three Months Ended
March 31,
----------------------------------------------
2005 2004
-------------------- --------------------
Interest Income
Residential mortgage loans $ 5,383,940 $ 4,353,480
Other 3,832 1,716
-------------------- --------------------
Total interest income 5,387,772 4,355,196
Interest expense 638,542 -
-------------------- --------------------
Total operating income 4,749,230 4,355,196
-------------------- --------------------
Operating Expenses
Loan servicing fees - parent 232,805 156,244
Advisory fees - parent 50,000 50,000
Directors' fees 8,000 9,500
General and administrative 13,853 35,195
-------------------- --------------------
Total operating expenses 304,658 250,939
-------------------- --------------------
NET INCOME $ 4,444,572 $ 4,104,257
==================== ====================
PREFERRED STOCK DIVIDENDS 3,890,625 3,890,625
-------------------- --------------------
EARNINGS AVAILABLE TO
COMMON STOCKHOLDER $ 553,947 $ 213,632
==================== ====================
AVERAGE COMMON SHARES 100 100
==================== ====================
EARNINGS PER COMMON SHARE $ 5,539.47 $ 2,136.32
==================== ====================
See the accompanying Notes to Financial Statements.
Capital
Contributed
Preferred Common In Excess Retained Stockholders'
Stock Stock of Par Earnings Equity
-------------- ----------- ---------------- ---------------- ----------------
Balance, December 31, 2004 $ 15,000,000 $ 100 $ 284,999,900 $ 6,867 $ 300,006,867
Net income - - - 4,444,572 4,444,572
Dividends on 10 3/8%
Noncumulative Exchangeable
Preferred Stock, Series A - - - (3,890,625) (3,890,625)
-------------- ----------- ---------------- ---------------- ----------------
Balance, March 31, 2005 $ 15,000,000 $ 100 $ 284,999,900 $ 560,814 $ 300,560,814
============== =========== ================ ================ ================
See the accompanying Notes to Financial Statements.
Three Months Ended
March 31,
--------------------------------------------
2005 2004
------------------- -------------------
Cash flows from operating activities:
Net income $ 4,444,572 $ 4,104,257
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
(Increase) decrease in accounts receivable from parent 1,187,249 (1,200,270)
Increase in accrued interest receivable (77,562) (72,610)
Increase in prepaid expenses (39,762) (22,563)
Increase (decrease) in accounts payable to others and accrued
expenses (9,925) 10,297
Increase in accrued interest payable to parent 147,125 -
------------------- -------------------
Net cash provided by operating activities 5,651,697 2,819,111
------------------- -------------------
Cash flows from investing activities:
Purchases of residential mortgage loans (31,307,714) (31,910,578)
Repayments of residential mortgage loans 31,698,966 28,069,289
------------------- -------------------
Net cash provided by (used in) investing activities 391,252 (3,841,289)
------------------- -------------------
Cash flows from financing activities:
Dividends paid on preferred stock (3,890,625) (3,890,625)
Dividends paid on common stock (700,000) (350,000)
------------------- -------------------
Net cash used in financing activities (4,590,625) (4,240,625)
------------------- -------------------
Net increase (decrease) in cash and cash equivalents 1,452,324 (5,262,803)
Cash and cash equivalents at beginning of period 2,318,102 5,411,004
------------------- -------------------
Cash and cash equivalents at end of period $ 3,770,426 $ 148,201
=================== ===================
See the accompanying Notes to Financial Statements.
The Company is a Maryland corporation which acquires, holds and manages real estate assets. Chevy Chase Bank, F.S.B. (the “Bank”), a federally insured stock savings bank, owns all of the Company’s common stock. The Bank is in compliance with its regulatory capital requirements.
Residential mortgage loans consist of adjustable-rate mortgages (“ARMs”) and fixed-rate mortgages. The ARMs have interest rates which are fixed for the indicated period (one month, one year, three years, five years, seven years or ten years) and which adjust thereafter based on the margin, index and frequency, subject to interest rate adjustment caps, all as specified in the related mortgage notes. Each of the mortgage loans is secured by a mortgage, deed of trust or other security instrument which created a first lien on a residential dwelling. The following table shows the residential mortgage loan portfolio by type at the dates indicated:
March 31, December 31,
2005 2004
------------------ -----------------------
Monthly ARMs $ 115,459,962 $ 107,438,487
One-year ARMs 11,546,660 13,985,393
Three-year ARMs 15,534,080 13,040,178
Five-year ARMs 113,322,153 110,068,100
7/1 ARMs 5,377,008 6,229,074
10/1 ARMs 15,386,999 17,658,506
Fixed-rate 97,480,862 106,079,238
------------------ -----------------------
Total 374,107,724 374,498,976
Less:
Allowance for loan losses 40,333 40,333
------------------ -----------------------
Total $ 374,067,391 $ 374,458,643
================== =======================
Cash dividends on the Company’s 10 3/8% Noncumulative Exchangeable Preferred Stock, Series A (the “Series A Preferred Shares”) are payable quarterly in arrears. The liquidation value of each Series A Preferred Share is $50 plus accrued and unpaid dividends. The Series A Preferred Shares are not redeemable until January 15, 2007 (except upon the occurrence of certain tax events) and are redeemable thereafter at the option of the Company. Except under certain limited circumstances, the holders of the Series A Preferred Shares have no voting rights. The Series A Preferred Shares are automatically exchangeable for a new series of preferred stock of the Bank upon the occurrence of certain events relating to the Bank.
During the three months ended March 31, 2005, the Company’s Board of Directors declared cash dividends of $3,890,625 on the Company’s preferred stock out of the retained earnings of the Company. Dividends were paid on April 15, 2005.
No cash dividends on common stock were declared during the three months ended March 31, 2005.
The Company borrowed $75,000,000 from the Bank on December 20, 2004, and used the proceeds to purchase adjustable-rate Residential Mortgage Loans from the Bank. The loan is secured by a portion of the Residential Mortgage Loan portfolio, and the interest rate on the loan adjusts monthly based on changes in one-month LIBOR.
The loan requires no payment of principal until it matures on August 31, 2007, but can be prepaid without penalty at any time. Interest is payable monthly at a variable rate equal to the sum of one-month LIBOR plus 0.85%. At March 31, 2005, the interest rate was 3.54%.
Based on the outstanding balance of the Company’s Residential Mortgage Loans (as defined below) at March 31, 2005 and the interest rates on such loans, anticipated annual income, net of operating expenses, on the Company’s loan portfolio was approximately 115.2% of the projected annual dividend on the Series A Preferred Shares.
At March 31, 2005 and December 31, 2004, the Company had $374,067,391 and $374,458,643, respectively, invested in loans secured by first mortgages or deeds of trust on single-family residential real estate properties (“Residential Mortgage Loans”). During the three months ended March 31, 2005, Residential Mortgage Loan purchases were $31,307,714 and principal collections were $31,698,966. Management intends to continue to reinvest proceeds received from repayments of loans in additional Residential Mortgage Loans to be purchased from either the Bank or its subsidiaries.
At March 31, 2005, the Company had four non-accrual loans (contractually past due 90 days or more or with respect to which other factors indicate that full payment of principal and interest is unlikely) with an aggregate principal balance of $1,112,320 (or 0.30% of loans). At December 31, 2004, the Company had two non-accrual loans with an aggregate principal balance of $546,701 (or 0.15% of loans).
At March 31, 2005, the Company had one loan which was delinquent 30-89 days with a principal balance of $203,033 (or 0.05% of loans). At December 31, 2004, the Company had two loans which were delinquent 30-89 days with an aggregate principal balance of $576,811 (or 0.15% of loans).
An analysis is performed periodically to determine the level of allowance for loan losses required and takes into consideration such factors as the economy in lending areas, delinquency statistics and past loss experience. The allowance for loan losses is based on estimates, and ultimate losses may vary from current estimates. As adjustments to the allowance become necessary, provisions for loan losses are reported in operations in the periods they are determined to be necessary. There was no activity in the allowance for loan losses during the three months ended March 31, 2005 and 2004. The balance of the allowance for loan losses was $40,333 at March 31, 2005 and 2004.
The Company’s income consists primarily of interest payments on Residential Mortgage Loans. If there is a decline in interest rates, then the Company will experience a decrease in income available to be distributed to its stockholders. Certain Residential Mortgage Loans which the Company holds allow borrowers to convert an ARM to a fixed-rate mortgage, thus “locking in” a fixed interest rate at a time when interest rates may have declined. In addition, when interest rates decline, holders of fixed-rate mortgages are more likely to prepay such mortgages.
In response to reduced market interest rates, the Company has taken steps to increase the funds available to pay dividends on the Series A Preferred Shares. On December 20, 2004, the Company borrowed $75,000,000 from the Bank and used the proceeds to purchase adjustable-rate Residential Mortgage Loans from the Bank. The loan is secured by a portion of the Residential Mortgage Loan portfolio and the interest rate on the loan adjusts monthly based on changes in one-month LIBOR.
There can be no assurance that an interest rate environment in which there is a decline in interest rates would not adversely affect the Company’s ability to pay dividends on the Series A Preferred Shares or the Common Stock. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Dividend Coverage.” The Company, to date, has not used any derivative instruments to manage its interest rate risk.
There have been no material changes to the Company’s market risk disclosures from the disclosures made in the 2004 10-K.
Concentration of credit risk exists when a number of customers are engaged in similar business activities, or activities in the same geographical region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. Concentration of credit risk indicates the relative sensitivity of the Company’s performance to both positive and negative developments affecting a particular industry. The Company’s exposure to geographic concentrations directly affects the credit risk of the Residential Mortgage Loans within the portfolio.
Many (or 39.7%) of the Company’s Residential Mortgage Loans are secured by residential real estate properties located in the Washington, DC metropolitan area. In addition, 11.4% of the Residential Mortgage Loans are secured by residential real estate properties located in California. Consequently, a concentration of risk exists and the Company may be subject to a greater risk of default in the event of adverse economic, political or business developments in Washington, DC, Maryland, Virginia and California that may affect the ability of residential property owners in any of these areas to make payments of principal and interest on the underlying mortgages.
The objective of liquidity management is to ensure the availability of sufficient cash flows to meet all of the Company’s financial commitments. In managing liquidity, the Company takes into account various legal limitations placed on a real estate investment trust (a “REIT”), as discussed below in “Tax Status of the Company.”
The Company’s principal liquidity needs are primarily the funding of the acquisition of additional mortgage assets as current mortgage assets held by the Company are repaid and the payment of dividends on the Series A Preferred Shares. The acquisition of such additional mortgage assets will be funded with the proceeds from principal repayments on its current portfolio of mortgage assets. The Company does not anticipate that it will have any other material capital expenditures. The Company believes that the cash generated from the payment of principal and interest on its mortgage asset portfolio will provide sufficient funds to meet its operating requirements and to pay dividends in accordance with the requirements to be treated as a REIT for income tax purposes for the foreseeable future. As discussed earlier under “Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Dividend Coverage,” our anticipated annual income, based on our mortgage loan portfolio at March 31, 2005, is 115.2% of the projected annual dividend on the Series A Preferred Shares.
The Company believes that it will be able to continue to meet the requirements to qualify as a REIT for income tax purposes for the foreseeable future.
The Company has no off balance sheet transactions, contractual obligations, contingent liabilities, or commitments as of March 31, 2005.
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a REIT, the Company generally will not be subject to federal income tax on its net income (excluding capital gains) provided that it distributes annually 100% of its REIT taxable income to its stockholders, meets certain organizational, stock ownership and operational requirements and meets certain income and asset tests. To remain qualified as a REIT, the Company must (a) distribute to stockholders each year at least 90% of its REIT taxable income (not including capital gains) for that year, (b) meet certain income tests, (c) meet certain asset tests and (d) meet certain ownership tests. If in any taxable year the Company fails to qualify as a REIT, the Company would not be allowed a deduction for distributions to stockholders in computing its taxable income and would be subject to federal and state income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. In addition, the Company would be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. As of March 31, 2005, the Company met the requirements of all applicable tests.
No income tax was paid during either of the three month periods ended March 31, 2005 and 2004.
During the three months ended March 31, 2005 and 2004, the Company reported net income of $4,444,572 and $4,104,257, respectively.
Total interest income was $5,387,772 for the three months ended March 31, 2005 (the “2005 quarter”) compared to $4,355,196 for the three months ended March 31, 2004 (the “2004 quarter”). Interest income on Residential Mortgage Loans totaled $5,383,940 for the 2005 quarter compared to $4,353,480 for the 2004 quarter. The increase in interest income resulted from the higher average balance of loans receivable and an increase in the average yield on such loans to 5.79% in the 2005 quarter from 5.75% in the 2004 quarter. The average balance of the Residential Mortgage Loan portfolio was $372,159,896 in the 2005 quarter compared to $299,228,924 in the 2004 quarter. The Company would have recorded an additional $14,649 and $7,787 in interest income for the three months ended March 31, 2005 and 2004, respectively, had its non-accrual loans been current in accordance with their original terms.
Other interest income of $3,832 and $1,716 was recognized on the Company’s interest bearing deposits during the three months ended March 31, 2005 and 2004, respectively. The increase was due to an increase in average balances of interest bearing deposits to $1,002,668 in the 2005 quarter from $972,661 in the 2004 quarter and a higher average yield on interest bearing deposits, which increased by 82 basis points (to 1.53% from 0.71%) from the average yield in the 2004 quarter.
During the 2005 quarter, the Company incurred interest expense totaling $638,542.
No provision for loan losses was recorded for the three months ended March 31, 2005 and 2004.
Operating expenses totaling $304,658 and $250,939 for the three months ended March 31, 2005 and 2004, respectively, were comprised of loan servicing fees paid to parent, advisory fees paid to parent, directors’ fees and general and administrative expenses. Loan servicing fees paid to parent were $232,805 and $156,244, for the three months ended March 31, 2005 and 2004, respectively. The increase in loan servicing fees paid to parent for the quarter ended March 31, 2005 is attributable to an increase in the average balance of Residential Mortgage Loans. Advisory fees paid to parent for the three months ended March 31, 2005 and 2004 totaled $50,000 for each quarter. Directors’ fees paid for the three months ended March 31, 2005 and 2004 were $8,000 and $9,500, respectively, and represent compensation to the two independent members of the Board of Directors. General and administrative expenses totaled $13,853 and $35,195 for the three months ended March 31, 2005 and 2004, respectively.
On March 15, 2005, the Company’s Board of Directors declared, out of the retained earnings of the Company, a cash dividend of $1.296875 per share on the outstanding Series A Preferred Shares which was paid on April 15, 2005.
Information required by this item is included in “Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk,” which is hereby incorporated herein by reference.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under SEC regulations is recorded, processed, summarized and reported within the time periods specified in the rules and forms adopted by the SEC, which the Company must comply with under SEC regulations, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2005. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2005.
During the three months ended March 31, 2005, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company is not involved in any material litigation.
(a) Exhibits required by Item 601 of Regulation S-K are set forth below. Exhibit No. Exhibit - ------------------------ 31.1 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. 31.2 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. 32.1 Section 1350 Certification of Chief Executive Officer. 32.2 Section 1350 Certification of Chief Financial Officer.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
March 13, 2005 By: /s/ STEPHEN R. HALPIN, JR.
--------------------------------
Stephen R. Halpin, Jr.
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
March 13, 2005 By: /s/ JOEL A. FRIEDMAN
------------------------------
Joel A. Friedman
Senior Vice President and Controller
(Principal Accounting Officer)
I, B. Francis Saul II, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the three months ended March 31, 2005 of Chevy Chase Preferred
Capital Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, 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 report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this
report based on such evaluation; and
(c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
the registrant's most recent quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
March 13, 2005 /s/ B. FRANCIS SAUL II
----------------------------------
B. Francis Saul II
Chairman and Chief Executive Officer
I, Stephen R. Halpin, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q for the three months ended March 31, 2005 of Chevy Chase Preferred
Capital Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, 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 report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this
report based on such evaluation; and
(c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
the registrant's most recent quarter that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
March 13, 2005 /s/ STEPHEN R. HALPIN, JR.
--------------------------
Stephen R. Halpin, Jr.
Executive Vice President, Treasurer
and Chief Financial Officer
The undersigned, B. Francis Saul II, the Chairman and Chief Executive Officer of Chevy Chase Preferred Capital Corporation (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2004 (the “Report”). The undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
March 13, 2005 /s/ B. FRANCIS SAUL II
-----------------------------------
B. Francis Saul II
Chairman and Chief Executive Officer
The undersigned, Stephen R. Halpin, Jr., the Executive Vice President, Treasurer and Chief Financial Officer of Chevy Chase Preferred Capital Corporation (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2005 (the “Report”). The undersigned hereby certifies that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
March 13, 2005 /s/ STEPHEN R. HALPIN, JR.
--------------------------
Stephen R. Halpin, Jr.
Executive Vice President, Treasurer
and Chief Financial Officer