10-K 1 d95437e10-k.txt FORM 10-K FOR FISCAL YEAR END DECEMBER 31, 2001 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE --- ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------------ -------------- COMMISSION FILE NUMBER: 33-47913 CMC SECURITIES CORPORATION III (Exact name of Registrant as specified in its Charter) DELAWARE 75-2431913 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8401 NORTH CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TX 75225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 874-2323 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K [ ] AT MARCH 15, 2002 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES WAS: NOT APPLICABLE. THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(a) AND (b) OF FORM 10-K AND IS, THEREFORE, FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT. NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 15, 2002: 1,000 DOCUMENTS INCORPORATED BY REFERENCE: NONE. ================================================================================ CMC SECURITIES CORPORATION III 2001 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS

PAGE ---- PART I ITEM 1. BUSINESS..................................................~~....~~ 1 ITEM 2. PROPERTIES................................................~~....~~ 3 ITEM 3. LEGAL PROCEEDINGS.........................................~~....~~ 3 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........................~~...~~ 3 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........~~...~~ 3 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................................~~....~~ 3 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................~~...~~ 3 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.....................~~...~~ 1413 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.....................................~~...~~ 14

PART I ITEM 1. BUSINESS. ORGANIZATION CMC Securities Corporation III (the "Company") was incorporated in Delaware on May 6, 1992 as a special-purpose finance corporation and is a wholly-owned subsidiary of Capstead Mortgage Corporation ("CMC"). The Company was acquired from CMF Mortgage Funding Corporation ("CMF"), a former subsidiary of CMC, on July 29, 1994 pursuant to an Agreement and Plan of Merger (see below). CMC is a publicly-owned real estate investment trust that, until late in 1995, operated as a mortgage conduit, purchasing and securitizing single-family residential mortgage loans. CMF originally acquired the Company from CMC on September 14, 1993 prior to commencement of operations. The Company is managed by CMC (the "Manager"). Pursuant to the Agreement and Plan of Merger dated July 29, 1994 (the "Agreement") between the Company and CMC Securities Corporation III-A ("CMCSC III-A"), a newly formed and wholly-owned subsidiary of CMC with a corporate charter and organizational structure that is identical in almost all respects to that of the Company, the Company was merged with and into CMCSC III-A, whereby the existence of the Company ceased and CMCSC III-A acquired all of the assets and assumed all of the liabilities of the Company as the surviving entity. As a part of the merger, CMCSC III-A changed its name to CMC Securities Corporation III, and from July 29, 1994 forward has been referred to as the "Company." The Company was formed primarily for the purpose of issuing and selling collateralized mortgage obligations ("Bonds" or "CMOs"), collateralized by mortgage-backed, pass-through certificates ("Certificates") that evidence an interest in a pool of mortgage loans secured by single-family residences. The Certificates pledged as collateral for the Bonds will either be contributed by an affiliate of CMC or purchased from third parties and will either be Ginnie Mae certificates, Fannie Mae certificates, Freddie Mac certificates or mortgage pass-through ("Non-Agency") certificates. On December 15, 1993 the Securities and Exchange Commission declared effective an amended registration statement filed by the Company covering the offering of a maximum of $4 billion aggregate principal amount of CMOs. The Company commenced operations with the December 22, 1993 issuance of its first series of CMOs. As of December 31, 2001, the Company had issued ten series of CMOs (none since 2000) with an aggregate original principal balance of $3,518,009,000, $8,788,000 of which were issued outside the registration statement as private placements. The Company retained no beneficial interest in these CMOs, and as such, no economic benefit will be received and no related net income or loss will be recognized other than the amortization of unrecovered shelf issuance costs. These issuances were accounted for as financings. The Company has remaining capacity to issue $490,779,000 of CMOs under this shelf registration. SPECIAL-PURPOSE FINANCE CORPORATION Article III of the Company's Certificate of Incorporation limits the Company's purposes to (i) issuing and selling CMOs, and receiving, owning, holding and pledging as collateral therefore the related Certificates, (ii) investing cash balances on an interim basis in high quality, short-term -1- securities, and (iii) engaging in other activities which are necessary or convenient to accomplish the foregoing and are incidental thereto. COMPETITION The Company competes with other issuers of similar obligations, both with respect to the acquisition of mortgage-related collateral securing the Bonds and placement of the CMOs. The Company also competes with entities that issue and/or market numerous other competitive financial products. EMPLOYEES The Manager provides all executive and administrative personnel required by the Company. MANAGEMENT AGREEMENT Pursuant to a management agreement, the Manager advises the Company with respect to its investments and administers the day-to-day operations of the Company. The management agreement is nonassignable except by consent of the Company and the Manager. The management agreement may be terminated without cause at any time upon 90 days written notice. In addition, the Company has the right to terminate the management agreement upon the happening of certain specified events, including a breach by the Manager of any provision contained in the management agreement which remains uncured for 30 days after notice of such breach and the bankruptcy or insolvency of the Manager. The Manager is at all times subject to the supervision of the Company's Board of Directors and has only such functions and authority as the Company delegates to it. The Manager is responsible for the day-to-day operations of the Company and performs such services and activities relating to the assets and operations of the Company as may be appropriate. The Manager receives an annual basic management fee of $10,000 per year for managing the assets pledged to secure Bonds issued by the Company. The Manager is required to pay employment expenses of its personnel (including salaries, wages, payroll taxes, insurance, fidelity bonds, temporary help and cost of employee benefit plans), and other office expenses, travel and other expenses of directors, officers and employees of the Manager, accounting fees and expenses and expenses incurred in supervising and monitoring the Company's investments or relating to performance by the Manager of its functions. The Company is required to pay all other expenses of operations (as defined in the Management Agreement). SERVICING AND ADMINISTRATION The originators of mortgage loans backing the Non-Agency Certificates may elect, if they meet the Company's criteria for servicers, either to service the loans they sell or to sell the loans with no agreement with respect to servicing. The Company enters into servicing agreements with each servicer. As compensation for services rendered under the servicing agreements, the servicers retain a servicing fee, payable monthly, generally 1/4 of 1% per annum of the outstanding principal balance of each mortgage loan serviced as of the last day of each month. In addition, CMC is the administrator with respect to certain of the Company's Non-Agency Certificates and CMOs. During 2001, 2000 and 1999, CMC -2- retained fees for administering Non-Agency Certificates and CMOs of $633,000, $796,000, and $952,000, respectively. ITEM 2. PROPERTIES. The Company conducts operations at CMC's offices in Dallas, Texas. ITEM 3. LEGAL PROCEEDINGS. As of the date hereof, there are no material legal proceedings outside the normal course of business to which the Company was a party or of which any of its property was the subject. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. All of the Company's common stock is owned by CMC. Accordingly, there is no public trading market for its common stock. To date, no dividends have been paid on the Company's common stock. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. As of December 31, 2001, the Company had issued ten series of CMOs with an aggregate original principal balance of $3,518,009,000. Two of these series of CMOs were issued in 1998 and one issued in 2000. The Company elected Real Estate Mortgage Investment Conduit ("REMIC") status for tax purposes on these transactions. These issuances have been accounted for as financings. As financings, CMO collateral and Bonds are reflected on the balance sheet. Since the Company did not retain any investment in the CMOs issued, no economic benefit was or will be received and thus no net income or loss was or will be recognized related to these CMOs. The Company's net losses are due to this amortization and operational costs incurred (interest payable to CMC, management fees and professional fees). LIQUIDITY AND CAPITAL RESOURCES All ongoing cash CMO expenses are paid out of the excess cash flows on the CMOs issued before the residual holders receive their residual interest. The Company believes that the excess cash flows will be sufficient to pay ongoing cash CMO expenses. Cash flow requirements due to ongoing operational costs are funded by CMC. ITEM 7A. QUANTITATIVE AND QUALITITIVE DISCLOSURES ABOUT MARKET RISK As discussed above, the Company will receive no economic benefit from the CMOs it has issued. Accordingly the Company has no exposure to market risks, including interest rate risk. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. -3- REPORT OF INDEPENDENT AUDITORS Stockholder and Board of Directors CMC Securities Corporation III We have audited the accompanying balance sheets of CMC Securities Corporation III (a wholly-owned subsidiary of Capstead Mortgage Corporation) as of December 31, 2001 and 2000, and the related statements of operations, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMC Securities Corporation III at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG LLP Dallas, Texas January 25, 2002 -4- CMC SECURITIES CORPORATION III BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)

DECEMBER 31 ----------------------------- 2001 2000 ~~1999~~ ------------ ------------ ASSETS Mortgage securities collateral $ 21,~~011~~563,~~605~~853 $ 2,~~022~~011,~~622~~605 Cash and other equivalents 6-- 6 ------------ ------------ $ 21,~~011~~563,~~611~~853 $ 2,~~022~~011,~~628~~611 ============ ============ LIABILITIES Collateralized mortgage securities $ 21,~~011~~563,~~575~~810 $ 2,~~022~~011,~~622~~575 Payable to Parent -- 70 60 ------------ ------------ 21,~~011~~563,~~645~~810 2,~~022~~011,~~682~~645 ------------ ------------ STOCKHOLDER'S EQUITY Common stock - $1.00 par value, 1 shares authorized, issued and outstanding 1 1 Paid-in capital 716 604 ~~569~~ Undistributed loss (~~639~~674) (~~624~~639) ------------ ------------ 43 (34) ~~(54)~~ ------------ ------------ $ 21,~~011~~563,~~611~~853 $ 2,~~022~~011,~~628~~611 ============ ============

See notes to accompanying financial statements. -5- CMC SECURITIES CORPORATION III STATEMENTS OF OPERATIONS (IN THOUSANDS)

YEAR ENDED DECEMBER 31 --------------------------------------- 2001 2000 1999 ~~1998~~ ---------- ---------- ---------- Interest income on mortgage securities collateral $ 128,016 $ 146,458 $ 151,047 ~~$ 144,302~~ Interest expense: Collateralized mortgage securities 128,016 146,458 151,047 ~~144,387~~ ---------- ---------- ---------- Net interest expense -- -- ~~(85)~~-- ---------- ---------- ---------- Other expenses: Management fees 10 10 10 Professional fees 25 5 6 29 ---------- ---------- ---------- Total other expenses 35 15 16 39 ---------- ---------- ---------- Net loss $ (1535) $ (1615) $ (~~124~~16) ========== ========== ==========

See notes to accompanying financial statements. -6- CMC SECURITIES CORPORATION III STATEMENTS OF STOCKHOLDER'S EQUITY THREE YEARS ENDED DECEMBER 31, 2001 (IN THOUSANDS)

COMMON STOCK ~~-----------------~~ PAID-IN UNDISTRIBUTED SHARES AMOUNT CAPITAL INCOME (LOSS) TOTAL ------ ------ ------- ------------- ----- Balance at January 1, ~~1998~~1999 1 $ 1 $ ~~824~~557 $ (~~484~~608) $ ~~341~~(50) Capital ~~distribution~~contribution -- -- ~~(267)~~12 -- ~~(267)~~12 Net loss -- -- -- (~~124~~16) (~~124~~16) ------ ------ ------- ------------- ----- Balance at December 31, ~~1998~~1999 1 1 ~~557~~569 (~~608~~624) (5054) Capital contribution -- -- 1235 -- 1235 Net loss -- -- -- (1615) (1615) ------ ------ ------- ------------- ----- Balance at December 31, ~~1999~~2000 1 1 ~~569~~604 (~~624~~639) (5434) Capital ~~contribution~~Contribution -- -- 35112 -- 35112 Net ~~loss~~Loss -- -- -- (1535) (1535) ------ ------ ------- ------------- ----- Balance at December 31, ~~2000~~2001 1 $ 1 $ ~~604~~716 $ (~~639~~674) $ ~~(34)~~43 ====== ====== ======= ============= =====

See accompanying notes to financial statements. -7- CMC SECURITIES CORPORATION III STATEMENTS OF CASH FLOWS (IN THOUSANDS)

YEAR ENDED DECEMBER 31 --------------------------------------- 2001 2000 1999 ~~1998~~ ---------- ---------- ----------- OPERATING ACTIVITIES: Net loss $ (1535) $ (1615) $ (~~124~~16) Noncash item - amortization of discount and premium (174) (209) (403) ~~351~~ ---------- ---------- ----------- Net cash ~~provided by (~~used in) operating activities (209) (224) (419) ~~227~~ ---------- ---------- ----------- INVESTING ACTIVITIES: Mortgage securities collateral: Purchases of collateral -- (234,112) -- ~~(1,136,167)~~ Principal collections on collateral 444,946 246,395 415,606 ~~338,582~~ Decrease (increase) in accrued interest receivable 2,702 (335) 2,720 ~~(5,087)~~ Increase in temporary investments -- (3) -- -- --------- ---------- ----------- Net cash provided by ~~(used in)~~ investing activities 447,648 11,945 418,326 ~~(802,672)~~ ---------- ---------- ----------- FINANCING ACTIVITIES: Collateralized mortgage securities: Issuance of securities -- 234,082 -- ~~1,136,167~~ Principal payments on securities (444,946) (246,395) (415,606) ~~(338,582)~~ Increase (decrease) in accrued interest payable (2,541) 547 (2,317) ~~5,116~~ Increase (decrease) in payable to Parent 10(70) 10 10 Capital contributions ~~(distributions)~~112 35 12 ~~(267)~~ ---------- ---------- ----------- Net cash ~~provided by (~~used in) financing activities (447,445) (11,721) (417,901) ~~802,444~~ ---------- ---------- ----------- Net change in cash and cash equivalents (6) -- 6 ~~(1)~~ Cash and cash equivalents at beginning of year 6 6 -- 1 ---------- ---------- ----------- Cash and cash equivalents at end of year $ 6-- $ 6 $ --6 ========== ========== ===========

See accompanying notes to financial statements. -8- CMC SECURITIES CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2001 NOTE A -- BUSINESS CMC Securities Corporation III (the "Company"), was incorporated in Delaware on May 6, 1992 as special-purpose finance corporation primarily to issue bonds collateralized by whole loans or mortgage-backed securities. The Company is a wholly-owned subsidiary of Capstead Mortgage Corporation ("CMC"). NOTE B -- ACCOUNTING POLICIES USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. SECURITIES HELD-TO-MATURITY Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. MORTGAGE SECURITIES COLLATERAL Mortgage securities collateral consists of debt securities classified as held-to-maturity. Amortized cost is adjusted for amortization of premiums and discounts over the estimated life of the security using the interest method. Such amortization is included in related interest income. Mortgage securities collateral is subject to changes in value because of changes in interest rates and rates of prepayment, as well as failure of the mortgagor to perform under the mortgage agreement. The Company has limited its exposure to these risks by issuing collateralized mortgage securities using a senior/subordinate structure (see Note F). ALLOWANCE FOR POSSIBLE LOSSES The Company provides for possible losses on its investments in amounts which it believes are adequate relative to the risk inherent in such investments. COLLATERALIZED MORTGAGE SECURITIES Collateralized mortgage securities are carried at their unpaid principal balances, net of unamortized discount or premium. Any discount or premium is recognized as an adjustment to interest expense by the interest method over the life of the related securities. -9- INCOME TAXES Since July 29, 1994 the Company has operated as a qualified real estate investment trust ("REIT") subsidiary of CMC, which itself is a REIT, and is combined with CMC for federal income tax purposes. REITs are not taxed at the corporate level provided that certain requirements are met. Accordingly, no provision is required for federal income taxes. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and highly liquid investment with original maturities of three months or less. NOTE C -- MORTGAGE SECURITIES COLLATERAL Mortgage securities collateral consists of conventional single-family mortgage loans which are pledged to secure repayment of the collateralized mortgage securities. All principal and interest payments on the collateral are remitted directly to a collection account maintained by a trustee. The trustee is responsible for reinvesting those funds in short-term investments. All collections on the collateral and the reinvestment income earned thereon is available for payment of principal and interest on the collateralized mortgage securities. During March 2000 the Company acquired from an affiliate conventional mortgage loans with unpaid principal balances of $234 million that were pledged as collateral for the simultaneous issuance of CMO Series 2000-I. All loans were acquired at an amount equal to the net proceeds of the related issuance. The components of mortgage securities collateral are summarized as follows (in thousands):

DECEMBER 31 --------------------------- 2001 2000 ~~1999~~ ------------ ------------ Mortgage collateral $ 1,~~996~~551,~~404~~458 $ 21,~~012~~996,~~358~~404 Accrued interest receivable 119,~~896~~181 11,~~558~~896 ------------ ------------ Total collateral 21,~~008~~560,~~300~~639 2,~~023~~008,~~916~~300 Unamortized premium ~~(discount)~~3,214 3,305 ~~(1,294)~~ ------------ ------------ Net collateral $2 1,~~011~~563,~~605~~853 $ 2,~~022~~011,~~622~~605 ============ ============

The weighted average effective interest rate for mortgage securities collateral was 7.06% and 7.13% during 2001 and 2000, respectively. NOTE D -- COLLATERALIZED MORTGAGE SECURITIES Each series of collateralized mortgage securities consists of various classes, some of which may be deferred interest, interest-only and principal-only securities. Interest is payable monthly at specified rates for all classes other than the deferred interest securities. Generally, principal payments on each series are made to each class in the order of their stated maturities so that no payment of principal will be made on any class until all classes having an earlier stated maturity have been paid in full. Generally, payments of principal and interest on deferred interest securities will commence only upon payment in full of some or all other classes. Prior -10- to that time, interest accrues on the deferred interest securities and the amount accrued is added to the unpaid principal balance. Interest payments on interest-only bonds are based on a specified notional amount used only for the calculation of interest and no payments of principal are made. Principal-only bonds remit principal payments and no interest is paid. The components of collateralized mortgage securities are summarized as follows (dollars in thousands):

DECEMBER 31 ---------------------------~~---~~ 2001 2000 ~~1999~~ ------------ ------------ Collateralized mortgage securities $ 1,~~996~~551,~~404~~458 $ 21,~~012~~996,~~359~~404 Accrued interest payable 8,609 11,150 ~~10,603~~ ------------ ------------ Total obligation 21,~~007~~560,~~554~~067 2,~~022~~007,~~962~~554 Unamortized premium (discount) 3,743 4,021 ~~(340)~~ ------------ ------------ Net obligation $2 1,~~011~~563,~~575~~810 $ 2,~~022~~011,~~622~~575 ============ ============ Range of average interest rate 4.9552% to 9.4345% 54.1395% to 79.1243% Range of stated maturities 2009 to 2030 2009 to ~~2028~~2030 Number of series 10 910

The maturity of each series of securities is directly affected by the rate of principal prepayments on the related mortgage securities collateral. Each series of securities is also subject to redemption at the Company's option provided that certain requirements specified in the related indenture have been met (referred to as "clean-up calls"). As a result, the actual maturity of any series of securities is likely to occur earlier than its stated maturity. The weighted average effective interest rate for collateralized mortgage securities was 7.06% and 7.13% during 2001 and 2000, respectively. Interest payments on collateralized mortgage securities of $129,285,000, $143,491,000, and $149,432,000 were made during 2001, 2000 and 1999, respectively. NOTE E -- DISCLOSURES REGARDING FAIR VALUES OF FINANCIAL INSTRUMENTS The estimated fair value of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies; however, considerable judgment is required in interpreting market data to develop these estimates. In addition, fair values fluctuate on a daily basis. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The carrying amount of cash and cash equivalents, and the payable to Parent, approximates fair value. The fair value of mortgage securities collateral was estimated using either quoted market prices, when available, including quotes made by CMC's lenders in connection with designating collateral for repurchase arrangements. The fair value of collateralized mortgage securities is dependent upon the characteristics of the mortgage securities collateral pledged to secure the issuance. Therefore, fair value was based on the same method used for determining fair value for the underlying -11- mortgage securities collateral, adjusted for credit enhancements. The following table summarizes the fair value of financial instruments (in thousands):

DECEMBER 31, ~~2000~~2001 DECEMBER 31, ~~1999~~2000 ----------------------- ----------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE ---------- ---------- ---------- ---------- ASSETS Cash and cash equivalents $ 6-- $ 6-- $ 6 $ 6 Mortgage securities collateral 21,~~011~~563,~~605~~853 1,~~978~~555,~~530~~723 2,~~022~~011,~~622~~605 1,~~967~~978,~~176~~530 LIABILITIES Payable to Parent -- -- 70 70 ~~60 60~~ Collateralized mortgage securities 21,~~011~~563,~~575~~810 1,~~943~~555,~~691~~151 2,~~022~~011,~~622~~575 1,~~991~~977,~~987~~783

The fair values of mortgage securities collateral reflect unrealized gains of $1.2 million and unrealized losses of $9.3 million at December 31, 2001, unrealized gains of $442,000 and unrealized losses of $33.5 million at December 31, 2000. NOTE F -- ALLOWANCE FOR POSSIBLE LOSSES The Company has limited exposure to losses on mortgage securities collateral because the Company's collateralized mortgage securities are issued in a senior/subordinate structure where the investor in the subordinate classes assumes the risks of losses due to typical mortgagor default and special hazards. Special hazards are typically catastrophic events that are unable to be predicted (e.g., earthquakes). Because of its limited exposure to losses, the Company has determined that an allowance for possible losses is not warranted at December 31, 2001. Since approximately 23%, 12% and 11% of mortgage securities collateral are secured by properties located in California, Virginia and Maryland, respectively, the Company has a concentration of risk related to these markets. However, the Company's exposure arising from this concentration is reduced by the use of the senior/subordinate structure for securitizations. NOTE G -- MANAGEMENT AGREEMENT The Company operates under a $10,000 per year management agreement with CMC (the "Manager"). The agreement provides that the Manager will advise the Company with respect to all facets of its business and administer the day-to-day operations of the Company under the supervision of the Company's Board of Directors. The Manager pays, among other things, salaries and benefits of its personnel, accounting fees and expenses, and other office expenses incurred in supervising and monitoring the Company's investments. NOTE H -- TRANSACTIONS WITH RELATED PARTIES CMC acts as administrator in relation to certain of the Company's Non-Agency Certificates and CMOs in which it performs certain administrative functions. CMC receives a fee of approximately 0.015% to 0.04% per annum of the outstanding principal amount of the bonds, after deducting trustee fees, for -12- its services. Such fees totaled $633,000, $796,000, and $952,000 during 2001, 2000 and 1999, respectively. The Company has a $1 million revolving subordinated promissory note with CMC under which interest accrues on amounts payable based on the annual federal short-term rate as published by the Internal Revenue Service. This note expires January 1, 2002. Repayments may be made as funds are available. NOTE I -- NET INTEREST INCOME ANALYSIS (UNAUDITED) The following summarizes interest income and interest expense and the average effective interest rate for mortgage securities collateral and collateralized mortgage securities (dollars in thousands):

2001 2000 1999 ~~1998~~ ----------------- ------------------ ----------------- AVERAGE AVERAGE AVERAGE AMOUNT RATE AMOUNT RATE AMOUNT RATE -------- ------- -------- ------- -------- ------- Interest income on mortgage securities collateral $128,016 7.06% $146,458 7.13% $151,047 6.92% ~~$144,302 7.13%~~ Interest expense on collateralized mortgage securities 128,016 7.06 146,458 7.13 151,047 6.92 ~~144,387 7.14~~ -------- -------- -------- Net interest expense $ -- $ -- $ ~~(85)~~- ======== ======== ========

The following summarizes the amount of change in interest income and interest expense due to changes in interest rates versus changes in volume (in thousands):

~~2000~~2001/~~1999~~2000 --------------------------------~~------~~ RATE VOLUME TOTAL -------- -------- -------- Interest income on mortgage securities collateral $ 4(1,~~576~~505) $ (916,~~165~~937) $ (418,~~589~~442) Interest expense on collateralized mortgage securities 4(1,~~578~~505) (916,~~167~~937) (418,~~589~~442) -------- -------- -------- $ ~~(2)~~-- $ 2-- $ -- ======== ======== ========

~~1999~~2000/~~1998~~1999 -------------------------------~~-------~~ RATE VOLUME TOTAL -------- -------- -------- Interest income on mortgage securities collateral $ (4,~~423)~~576 $ 11(9,~~168~~165) $ 6(4,~~745~~589) Interest expense on collateralized mortgage securities (4,~~509)~~578 11(9,~~169~~167) 6(4,~~660~~589) -------- -------- -------- $ 86(2) $ ~~(1)~~2 $ 85-- ======== ======== ========

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. -13- PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Documents filed as part of this report: 1. The following financial statements of the Company are included in ITEM 8:

Page ---- Balance Sheets - December 31, ~~2000~~2001 and ~~1999~~2000 5 Statements of Operations - Three Years Ended December 31, ~~2000~~2001 6 Statements of Stockholder's Equity - Three Years Ended December 31, ~~2000~~2001 7 Statements of Cash Flows - Three Years Ended December 31, ~~2000~~2001 8 Notes to Financial Statements - December 31, ~~2000~~2001 9

2. Financial Statement Schedules: None. All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. 3. Exhibits:

EXHIBIT NUMBER ------- 2.1 Agreement and Plan of Merger between the Company and CMCSC III-A dated July 28, 1994(4) 3.1 Certificate of Incorporation of CMCSC III-A filed July 29, 1994 with the Secretary of State of Delaware(4) 3.2 Certificate of Merger of the Company with and into CMCSC III-A, filed July 29, 1994 with the Secretary of State of Delaware(11) 3.3 Bylaws for CMCSC III-A(12) 3.4 Certificate of Incorporation of CMCSC III-A, which includes Articles of Incorporation(12) 4.1 Form of Indenture between Registrant and Texas Commerce Bank, National Association, as Trustee(1) 4.2 Form of First Supplement to the Indenture(5) 4.3 Form of Second Supplement to the Indenture(6) 4.4 Form of Third Supplement to the Indenture(7) 4.5 Form of Fourth Supplement to the Indenture(8) 4.6 Form of Fifth Supplement to the Indenture(9) 4.7 Form of Sixth Supplement to the Indenture(10) 4.8 Form of Seventh Supplement to the Indenture(11) 4.9 Form of Eighth Supplement to the Indenture(13) 4.10 Form of Ninth Supplement to the Indenture(14) 4.11 Form of Tenth Supplement to the Indenture(15) 10.31 Management Agreement between the Company and Capstead Advisers, Inc. dated January 1, 1993(2) 10.42 Amended Management Agreement between the Company and Capstead Advisers, Inc. dated October 1, 1993(3) 23 Consent of Ernst & Young LLP, Independent Auditors*

-14- PART IV ITEM 14. - CONTINUED (b) Reports on Form 8-K: None. ----------- (1) Previously filed with the Commission as an exhibit to the Company's Registration Statement on Form S-3 (No. 33-47913) filed May 14, 1992. (2) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992. (3) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (4) Previously filed with the Commission as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994. (5) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on December 22, 1993. (6) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on January 28, 1994. (7) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on January 28, 1994. (8) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on February 28, 1994. (9) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on February 28, 1994. (10) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on March 31, 1994. (11) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on May 31, 1994. (12) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (13) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on April 4, 1998. (14) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on October 14, 1998. (15) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 424B5 on April 4,2000. * Filed herewith. -15- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CMC SECURITIES CORPORATION III REGISTRANT Date: March 22, 2002 By: /s/ ANDREW F. JACOBS -------------------------------- Andrew F. Jacobs Executive Vice President-Finance Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below and on the dates indicated. /s/ ANDREW F. JACOBS Executive Vice President - March 22, 2002 ------------------------------ Finance (Andrew F. Jacobs) /s/ PHILLIP A. REINSCH Senior Vice President - March 22, 2002 ------------------------------ Control (Phillip. A. Reinsch) /s/ MAURICE MCGRATH Director March 22, 2002 ------------------------------ (Maurice McGrath) SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report or proxy material has been sent to security holders. -16- INDEX TO EXHIBITS

~~/s/~~EXHIBIT ~~ANDREW~~NUMBER F.DESCRIPTION ~~JACOBS Executive Vice President~~ - ~~March 15, 2001~~ ------ ----------- 2.1 Agreement and Plan of Merger between the Company and CMCSC III-~~------------~~A ~~Finance~~dated July 28, 1994(~~Andrew~~4) F3.1 ~~Jacobs)~~Certificate ~~/s/~~of ~~PHILLIP~~Incorporation of CMCSC III-A filed July 29, 1994 with the Secretary of State of Delaware(4) 3.2 ~~REINSCH~~Certificate ~~Senior~~of ~~Vice~~Merger ~~President~~of the Company with and into CMCSC III-A, ~~March~~filed 15July 29, ~~2001~~1994 with the Secretary of State of Delaware(11) 3.3 Bylaws for CMCSC III-A(12) 3.4 Certificate of Incorporation of CMCSC III-~~----------------------------~~A, ~~Control~~which includes Articles of Incorporation(~~Phillip~~12) 4.1 AForm of Indenture between Registrant and Texas Commerce Bank, National Association, as Trustee(1) 4.2 ~~Reinsch~~Form of First Supplement to the Indenture(5) ~~/s/~~4.3 ~~MAURICE~~Form ~~MCGRATH~~of ~~Director~~Second ~~March~~Supplement to the Indenture(6) 4.4 Form of Third Supplement to the Indenture(7) 4.5 Form of Fourth Supplement to the Indenture(8) 4.6 Form of Fifth Supplement to the Indenture(9) 4.7 Form of Sixth Supplement to the Indenture(10) 4.8 Form of Seventh Supplement to the Indenture(11) 4.9 Form of Eighth Supplement to the Indenture(13) 4.10 Form of Ninth Supplement to the Indenture(14) 4.11 Form of Tenth Supplement to the Indenture(15) 10.1 Management Agreement between the Company and Capstead Advisers, ~~2001~~Inc. ~~------------------------------~~dated January 1, 1993(~~Maurice~~2) ~~McGrath~~10.2 Amended Management Agreement between the Company and Capstead Advisers, Inc. dated October 1, 1993(3) 23 Consent of Ernst & Young LLP, Independent Auditors*

----------- (1) Previously filed with the Commission as an exhibit to the Company's Registration Statement on Form S-3 (No. 33-47913) filed May 14, 1992. (2) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992. (3) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (4) Previously filed with the Commission as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994. (5) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on December 22, 1993. (6) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on January 28, 1994. (7) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on January 28, 1994. (8) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on February 28, 1994. (9) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on February 28, 1994. (10) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on March 31, 1994. (11) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on May 31, 1994. (12) Previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (13) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on April 4, 1998. (14) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 8-K on October 14, 1998. (15) Previously filed with the Commission as an exhibit to the Registrant's Current Report on Form 424B5 on April 4,2000. * Filed herewith.

EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Agreement and Plan of Merger between the Company and CMCSC III-A dated July 28, 1994(4) 3.1 Certificate of Incorporation of CMCSC III-A filed July 29, 1994 with the Secretary of State of Delaware(4) 3.2 Certificate of Merger of the Company with and into CMCSC III-A, filed July 29, 1994 with the Secretary of State of Delaware(11) 3.3 Bylaws for CMCSC III-A(12) 3.4 Certificate of Incorporation of CMCSC III-A, which includes Articles of Incorporation(12) 4.1 Form of Indenture between Registrant and Texas Commerce Bank, National Association, as Trustee(1) 4.2 Form of First Supplement to the Indenture(5) 4.3 Form of Second Supplement to the Indenture(6) 4.4 Form of Third Supplement to the Indenture(7) 4.5 Form of Fourth Supplement to the Indenture(8) 4.6 Form of Fifth Supplement to the Indenture(9) 4.7 Form of Sixth Supplement to the Indenture(10) 4.8 Form of Seventh Supplement to the Indenture(11) 4.9 Form of Eighth Supplement to the Indenture(13) 4.10 Form of Ninth Supplement to the Indenture(14) 10.3 Management Agreement between the Company and Capstead Advisers, Inc. dated January 1, 1993(2) 10.4 Amended Management Agreement between the Company and Capstead Advisers, Inc. dated October 1, 1993(3) 23 Consent of Ernst & Young LLP, Independent Auditors*

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