10-Q 1 bnp10q_11-00.txt Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q Quarterly Report under Section 13 or 15 (d) Of The Securities Exchange Act of 1934 For the Quarter Ended: September 30, 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 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization) 787 Seventh Avenue, New York, New York -------------------------------------- (Address of principal executive offices) 10019 ----- (Zip Code) (212) 841-2000 -------------- (Registrant's telephone number, including area code) 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 [ ] Common Stock, $10,000 Par Value 53,011 ------------------------------- ------ Number of shares outstanding of the issuer's class of common stock on September 30, 2002 Form 10-Q Index Part I Page ---- Item 1. Financial Statements - BNP U.S. FUNDING L.L.C.: Balance Sheet at September 30, 2002, and December 31, 2001 3 Statement of Income for the Three and Nine months ended September 30, 2002, and September 30, 2001 4 Statement of Comprehensive Income for the Nine months ended September 30, 2002, and September 30, 2001 5 Statement of Changes in Redeemable Common Securities, Preferred Securities and Securityholders' Equity for the Nine months ended September 30, 2002, and September 30, 2001 6 Statement of Cash Flows for the Nine months ended September 30, 2002, and September 30, 2001 7 Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures about Market Risk 20 Part II Item 1. Legal Proceedings 24 Item 2. Changes in Securities and Use of the Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Submission of Matters to a Vote of Securityholders 24 Item 5. Other Information 24 Item 6. Exhibits and Current Reports on Form 8-K 24 Part I Item 1. BNP U.S. FUNDING L.L.C. BALANCE SHEET (in thousands, except per share data) September 30, 2002 December 31, 2001 (unaudited) (audited) ------------------ ----------------- ASSETS: Cash and cash equivalents $ 29,156 $ 31,084 Investment securities (Notes 3 and 4) Available-for-sale, at fair value 1,006,935 905,989 Receivable arising from payment for securities, pursuant to the application of SFAS 125, as replaced by SFAS 140 (Note 3) 103,378 135,255 Accounts receivable 1,118 2,171 Accrued interest receivable 7,859 7,324 ------------ ------------ TOTAL ASSETS $ 1,148,446 $ 1,081,823 ============ ============ LIABILITIES: Accrued interest payable 951 1,178 Accrued expenses 311 137 Payable for securities purchased --- 9,802 Other liabilities 76,874 19,004 ------------ ------------ TOTAL LIABILITIES 78,136 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 6 6 Accumulated other comprehensive income 25,653 13,430 Retained earnings 14,541 8,156 ------------ ------------ TOTAL REDEEMABLE COMMON SECURITIES, PREFERRED SECURITIES AND SECURITYHOLDERS' EQUITY 1,070,310 1,051,702 ------------ ------------ TOTAL LIABILITIES AND TOTAL REDEEMABLE COMMON SECURITIES, PREFERRED SECURITIES AND SECURITYHOLDERS' EQUITY $ 1,148,446 $ 1,081,823 ============ ============ The accompanying Notes to Financial Statements are an integral part of these Statements.

BNP U.S. FUNDING L.L.C. STATEMENT OF INCOME (in thousands, except per share data)

The accompanying Notes to Financial Statements are an integral part of these Statements. BNP U.S. FUNDING L.L.C. STATEMENT OF COMPREHENSIVE INCOME (in thousands)

The accompanying Notes to Financial Statements are an integral part of these Statements.

The accompanying Notes to Financial Statements are an integral part of these Statements. BNP U.S. FUNDING L.L.C. STATEMENT OF CASH FLOWS (in thousands)

The accompanying Notes to Financial Statements are an integral part of these Statements. 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 quarterly report on Form 10-Q (or any other periodic reporting documents required by the Securites 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 statement was made. 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 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. 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"). 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 using the effective interest method and are recognized in interest income. 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 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 PER REDEEMABLE COMMON SECURITY: Net income 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 September 30, 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 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 September 30, 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 assumptions:

The breakdown of the Company's available-for-sale securities by category and expected 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 September 30, 2002 Non-Collateral or less years years years Total --------------------------------- ------------- ----------- ----------- ------------ ---------- Collateralized Mortgage Obligations: Floating-Rate REMICs $ 6,480 $ 1,628 $ --- $ --- $ 8,108 Fixed-Rate REMICs 694 10,000 --- --- 10,694 Mortgage Backed Securities: Agency ARMs 58 17,498 --- --- 17,556 Agency Hybrid ARMs 5,219 17,046 --- --- 22,265 Agency DUSs --- 154,614 202,604 --- 357,218 Agency Debentures --- 426,239 60,000 --- 486,239 ----------- ----------- ----------- ---------- ----------- Total $ 12,451 $ 627,025 $ 262,604 $ $ 902,080 =========== =========== =========== ========== =========== Due after 1 Due after 5 Due in 1 year through 5 through 10 Due after 10 September 30, 2002 Collateral or less years years years Total ----------------------------- ------------- ----------- ----------- ------------ ------- Collateralized Mortgage Obligations: Floating-Rate REMICs $ 1,123 $ 20,781 $ --- $ --- $ 21,904 Fixed-Rate REMICs --- 46,837 --- --- 46,837 Mortgage Backed Securities: Agency ARMs 536 9,929 1,387 629 12,481 Agency Hybrid ARMs --- 22,156 --- --- 22,156 Agency DUSs --- --- --- --- --- Agency Debentures --- --- --- --- --- ----------- ----------- ----------- ---------- ----------- Total $ 1,659 $ 99,703 $ 1,387 $ 629 $ 103,378 =========== =========== =========== =========== ============= September 30, 2002 Total Portfolio $ 14,110 $ 726,728 $ 263,991 $ 629 $ 1,005,458 ---------------------------------- =========== =========== =========== ========== =========== 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 is summarized below. The yield on Agency Debentures is based on U.S. dollar denominated securities which excludes the Japanese Yen denominated securities. The yield after hedging does include the Japanese Yen denominated securities.

NOTE 5--REDEEMABLE COMMON SECURITIES: General The Company is authorized to issue up to 150,000 Common Securities; as of September 30, 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 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 $990,510 and $670,414 for the Nine months ended September 30, 2002, and September 30, 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 September 30, 2002 and December 31, 2001 were obtained from independent market sources and are summarized in Note 4. The carrying values of the 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 $106,414,234 and $138,379,090 at September 30, 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 September 30, 2002 and December 31, 2001 was $(76,873,896), and $(19,003,975), respectively. 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 period ended September 30, 2002, the Company recognized $1,287,125 in current year earnings related to the ineffective portion of fair value hedges. The Company did not recognize any gains or losses in relation to firm commitments that no longer qualified as fair value hedges. The fair value of these fair value hedging instruments was $(76,873,896) at September 30, 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 period ended September 30, 2002, 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 September 30, 2002 and December 31, 2001, the Company had outstanding cross currency and interest rate swap agreements with a notional principal amount of $656,618,042 and $590,711,267, respectively. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 noncumulative, preferred securities, Series A, and the sale to the Branch of 53,011 common securities, $10,000 par value per share. Together, such sales raised net capital of $1,030,115,873, which the Company used to purchase the portfolio of securities from the Branch. The Company's sole business is to acquire, hold and manage debt instruments, largely consisting of mortgage obligations, 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 NINE MONTH PERIOD The following discussion pertains to the Nine-month period ended September 30, 2002 (the "2002 Period") and the Nine-month period ended September 30, 2001 (the "2001 Period"). For the 2002 Period and 2001 Period, the Company had revenues of $26,923,934 and $43,025,749, respectively. This amount 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 $36,472,220 and $37,673,219, respectively, representing an aggregate yield of 6.03% and 6.32%, 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 Period 2001 Period ----------- ----------- Floating-Rate REMICs....... $ 801,796 2.76% $ 2,976,459 5.33% Fixed-Rate REMICs........... $ 2,621,051 6.51% $ 2,395,041 6.51% Agency ARMs................. $ 1,650,190 5.97% $ 3,339,207 6.56% Agency Hybrid ARMs.......... $ 2,111,679 5.07% $ 4,473,293 6.19% Agency DUSs................. $ 15,549,006 6.37% $ 13,054,558 6.36% Agency Debentures........... $ 13,738,498 6.20% $ 11,434,661 6.53% 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 1.90%, 4.04% and 6.08%, respectively, when taking into account the income from the derivative products used to hedge these securities. The average amortized cost of the Portfolio during the 2002 Period and the 2001 Period was $986,821,307 and $982,501,171, respectively. This reflects the following prepayments and reinvestments: Prepayments 2002 Period 2001 Period ----------- ----------- ----------- Floating-Rate REMICs........... $ 22,121,586 $ 25,332,454 Fixed-Rate REMICs.............. $ 242,812 $ 4,558,040 Agency ARMs.................... $ 17,547,852 $ 24,128,906 Agency Hybrid ARMs............. $ 27,358,604 $ 25,375,123 Agency DUSs.................... $ 2,640,095 $ 2,932,148 Reinvestments 2002 Period 2001 Period ------------- ----------- ----------- Floating-Rate REMICs........... --- --- Fixed-Rate REMICs.............. $ 10,000,000 --- Agency ARMs.................... --- --- Agency Hybrid ARMs............. --- --- Agency DUSs.................... $ 48,766,532 $ 39,468,206 Agency Debentures.............. $ 9,960,584 $ 39,982,000 The Company also recorded interest income from short-term investments for the 2002 Period and 2001 Period of $509,280 and $1,492,627, 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 September 30, 2002, as calculated by aggregate amortized cost, approximately 51.64% 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 48.36% consisted of Agency Debentures. Floating Rate securities accounted for approximately 10.39% 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 September 30, 2002 was higher than the amortized cost by approximately 10.73%, 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 $1,193,833 and $938,627, 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 $25,730,101 and for the 2001 Period it was $43,025,792. As of September 30, 2002, the Company has declared and paid dividends as follows: Security Amount Date Paid ----------------------------- ----------- ------------ Series A Preferred Securities $19,345,000 June 5, 2002 $19,345,000 December 5, 2001 $19,345,000 June 5, 2001 Common Securities $10,718,708 June 19, 2001 The June 2002 dividends were paid from the Company's retained earnings, produced from earnings generated from the period December 1, 2001 to May 31, 2002. THREE MONTH PERIOD The following discussion pertains to the Three-month period ended September 30, 2002 (the "2002 Period") and the Three-month period ended September 30, 2001 (the "2001 Period"). For the 2002 Period and 2001 Period, the Company had revenues of $7,968,640 and $12,927,155, respectively. This amount 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. For the 2002 Period and 2001 Period, interest on the securities in the Portfolio amounted to $12,163,521 and $11,942,768, respectively, representing an aggregate yield of 5.92% and 6.06%, 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 Period 2001 Period ----------- ----------- Floating-Rate REMICs...... $ 202,723 2.52% $ 708,074 4.27% Fixed-Rate REMICs......... $ 941,101 6.40% $ 777,254 6.35% Agency ARMs............... $ 416,164 5.20% $ 938,792 6.20% Agency Hybrid ARMs........ $ 578,393 4.86% $1,309,415 5.89% Agency DUSs............... $ 5,408,695 6.22% $4,356,579 6.16% Agency Debentures......... $ 4,616,445 6.08% $3,852,654 6.42% The average amortized cost of the Portfolio during the 2002 Period and the 2001 Period was $993,043,825 and $958,943,356, respectively. This reflects the following prepayments and reinvestments: Prepayments 2002 Period 2001 Period ----------- ----------- ----------- Floating-Rate REMICs............... $ 6,010,133 $10,286,173 Fixed-Rate REMICs.................. $ 97,875 $ --- Agency ARMs........................ $ 5,353,765 $ 7,712,190 Agency Hybrid ARMs................. $ 7,372,157 $ 9,013,035 Agency DUSs........................ $ 907,742 $ 718,457 Reinvestments 2002 Period 2001 Period ------------- ----------- ----------- Floating-Rate REMICs............... --- --- Fixed-Rate REMICs.................. --- --- Agency ARMs........................ --- --- Agency Hybrid ARMs................. --- --- Agency DUSs........................ $ 39,446,571 $29,496,924 Agency Debentures.................. --- $21,982,000 The Company also recorded interest income from short-term investments for the 2002 Period and 2001 Period of $144,200 and $563,203, 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. Operating expenses for the 2002 Period and the 2001 Period totaled $333,567 and $320,634, 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 $7,635,072 and for the 2001 Period it was $12,606,521. 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 1, 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 September 30, 2002 and December 31, 2001, respectively, the receivable arising from payment for securities amounted to $103,377,956 and $135,255,432. 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. 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. Given the limited scope of its activities (acquiring and holding eligible securities to fund the payment of dividends on the Series A Preferred Securities and the Common Securities), and the fact that the Company is prohibited from incurring indebtedness, the Company believes that its liquidity and capital resources will be sufficient to meet its liquidity requirements in the short and long term. BNP PARIBAS Group's total and Tier 1 risk-based capital ratios at September 30, 2002 were 11.4% and 8.0%, 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". Derivative Instruments and Hedging Activities 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 September 30, 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 Nine month period ended September 30, 2002, the Company recognized a gain of $1,287,125 related to the ineffective portion of fair value hedges. The Company did not recognize any gains or losses in relation to firm commitments that no longer qualified as fair value hedges. The fair value of these fair value hedging instruments was $(76,873,896) at September 30, 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 3. 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 September 30, 2002, by each category of investment is depicted in Footnote 4 of the Financial Statements contained in Item 1 herein. 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 first nine months of 2002 were characterized by a persistently low interest rate environment that continues to affect the Company's income. The third quarter results were stabilized due to the absence of a major interest rate change. During the fourth quarter, the Federal Reserve lowered short-term interest rates by 50 basis points. The Company regularly reviews its hedging requirements. In the future, the Company expects to enter into additional swaps, unwind part or all of the initial and any future swaps 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 purchase 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-eight interest rate swaps and two cross currency swaps with BNP PARIBAS. In all but one of these swaps, where the Company pays and receives a fixed rate, the Company pays a fixed coupon and receives floating rate payments on the notional balances as set out below:

The fair value of the cross currency and interest rate swaps was $(76,873,896) and $(19,003,975) at September 30, 2002 and December 31, 2001, respectively. The change in fair value was primarily due to changes in prevailing market interest rates. The breakdown of the Company's available-for-sale securities by category and weighted average life distribution (stated in terms of amortized cost) is summarized below ($ in 000's) based on management's prepayment assumptions:

Actual maturities may differ from maturities shown above due to prepayments. Part II Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of the Proceeds None Item 3 Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Securityholders None Item 5 Other Information On August 12, 2002, the Board of Directors of the Company elected John Powers to succeed George T. Deason as Secretary of the Company. In addition, Diana Mitchell was elected Assistant Secretary and Thomas Clyne was elected Chief Financial Officer of the Company. Item 6 Exhibits and Current Reports on Form 8-K A) Exhibits: 11) Computation of net income per common security 12) (a) Computation of ratio of earnings to fixed charges (b) Computation of ratio of earnings to fixed charges and preferred security dividend requirements B) Reports on Form 8-K: NONE 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: November 14, 2002 By /s/ Jean-Pierre Beck ------------------------ Jean-Pierre Beck President and Director Date: November 14, 2002 By /s/ Thomas Clyne ------------------------- Thomas Clyne Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers on BNP U.S. Funding L.L.C., a Delaware limited liability company (the "Company"), does here certify, to the best of such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material aspects, the financial condition and results of operations of the Company. Date: November 14, 2002 By /s/ Jean-Pierre Beck ------------------------ Jean-Pierre Beck President and Director Date: November 14, 2002 By /s/ Thomas Clyne ------------------------- Thomas Clyne Chief Financial Officer The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10Q or as a separate disclosure document Annual and Quarterly Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Thomas Clyne, certify that: 1. I have reviewed this quarterly report on Form 10-Q of BNP U.S. Funding L.L.C.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether 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: November 14, 2002 /s/ Thomas Clyne ------------------------------- Title: Chief Financial Officer Annual and Quarterly Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jean-Pierre Beck, certify that: 1. I have reviewed this quarterly report on Form 10-Q of BNP U.S. Funding L.L.C.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether 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: November 14, 2002 /s/ Jean-Pierre Beck -------------------------------------- Title: President and Director

BNP US FUNDING LLC 10-Q