UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
UNION BANK OF CALIFORNIA, N.A.
(Exact name of trustee as specified in its charter)
350 California Street San Francisco, CA | 94104 | 94-0304228 | ||
(Address of principal executive offices) | (Zip Code) | (I.R.S. employer identification no.) |
General Counsel
Union Bank of California, N.A.
400 California Street
San Francisco, CA 94104
(415) 765-2945
(Name, address and telephone number of agent for service)
Star Gas Partners, L.P.
(Exact name of obligor as specified in its charter)
Delaware | 06-1437793 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification no.) |
2187 Atlantic Street Stamford, Connecticut | 06902 | |
(Address of principal executive offices) | (Zip Code) |
Star Gas Partners, L.P.
Star Gas Finance Company
10.25% Senior Notes Due 2013
Item 1. General Information.
Furnish the following information as to the trustee —
Name and address of each examining or supervising authority to which it is subject.
Board of Governors of the Federal Reserve System
District Analyst, M/A 155
Washington, DC 20551
Federal Reserve Bank of San Francisco
101 Market Street
San Francisco, CA 94105
Deputy Comptroller for Large Bank Supervision
Office of the Comptroller of the Currency
Mail Stop 6-1
Washington, DC 20219-001
Federal Deposit Insurance Corporation
Analysis and Monitoring Section
550 17th Street, NW
Washington, DC 20429
Office of the Comptroller of the Currency
Western District Office
50 Fremont Street
San Francisco, CA 94105-2292
Whether it is authorized to exercise corporate trust powers: Yes
Item 2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
NONE
Items 3-15 are not applicable because to the best of the Trustee’s knowledge the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
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Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of eligibility.
1. | A copy of the articles of association of the trustee now in effect. |
2. | A copy of the authorization of the trustee to exercise corporate trust powers |
3. | A copy of the existing bylaws of the trustee, or instruments corresponding thereto. |
4. | The consent of United States institutional trustees required by Section 321(b) of the Act. |
5. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Union Bank of California, N.A., a national banking association formed under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the seventh day of March, 2003.
Union Bank of California, N.A. | ||
By: | /s/ Andrew R. Ball | |
Andrew R. Ball Vice President |
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Exhibit 1
ARTICLES OF ASSOCIATION
OF
UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
(Restated as of December 4, 2002)
FIRST. The name of this Association shall be "Union Bank of California, National Association."
SECOND. The head office of this Association shall be in the City and County of San Francisco, State of California. The general business of the Association shall be conducted at its head office and its legally established branches.
THIRD. The board of directors of this Association shall consist of not less than five (5) nor more than twenty-five (25) individuals, the exact number of directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of the shareholders at any annual or special meeting thereof. Unless otherwise provided by the laws of the United States, any vacancy in the board of directors for any reason, including an increase in the number thereof, may be filled by action of the board of directors, though less than a quorum.
FOURTH. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the head office or such other place as the board of directors may designate, on the date of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of laws; and all elections shall be held according to such lawful regulations as may be prescribed by the board of directors.
Nominations for election to the board of directors may be made by the board of directors or by any shareholder of any outstanding class of capital stock of the Association entitled to vote for election of directors.
FIFTH. The amount of authorized capital stock of this Association shall be $675,000,000, consisting of 45,000,000 shares of common stock of the par value of $15 each, but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.
SIXTH. The board of directors shall appoint one of its members president of this Association, who shall be chairman of the board, unless the board appoints another director to be chairman. The board of directors shall have the power to appoint one or more vice presidents, and to appoint a cashier and such other officers and employees as may be required to transact the business of this Association.
The board of directors shall have the power to define the duties of the officers and employees of the Association; to fix the compensation to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a board of directors to do and perform.
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SEVENTH. The board of directors shall have the power to change the location of the head office to any other place within the limits of the City of San Francisco, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency; and shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.
NINTH. Special meetings of the shareholders of this Association may be called for any purpose at any time by the board of directors, the chairman of the board, the deputy chairman of the board, the president or by the majority shareholder. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten (10) days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association, provided that said notice may be waived by a majority shareholder.
TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount, voting in person or by proxy.
ELEVENTH. (a) This Association may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was an officer, employee or agent of the Association, or is or was serving at the request of the Association as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) This Association may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was an officer, employee or agent of the Association, or is or was serving at the request of the Association as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees and expenses) actually or reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association
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unless and only to the extent that the Superior Court of the State of California or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(c) To the extent that an officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders of the Association.
(e) Expenses incurred by an officer in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer to repay such amounts if it shall ultimately be determined that he is not entitled to be indemnified by the Association as authorized in this article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
(f) The Association shall indemnify, to the fullest extent permitted by applicable law as then in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a member of the board of directors of the Association, or is or was serving at the request of the Association as a member of the board of directors or any committee thereof of another corporation, partnership, joint venture, trust or other enterprise (any such person, for the purposes of this subsection (f), a “director”), against expenses (including attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding;provided,however, that the Association is not authorized to provide indemnification of any director for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). The Association shall advance expenses incurred or to be incurred in defending any such proceeding to any such director.
(1) The following procedures shall apply with respect to advancement of expenses and the right to indemnification under this subsection (f):
(i) Advancement of Expenses. All reasonable expenses incurred by or on behalf of a director in connection with any proceeding shall be advanced to the director by the Association within twenty days after the receipt by the Association of a statement or statements from the director requesting such advance or advances from time to time, whether prior to or after final disposition of such proceeding.
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Such statement or statements shall reasonably evidence the expenses incurred or to be incurred by the director and, if required by law at the time of such advance, shall include or be accompanied by an undertaking by or on behalf of the director to repay the amounts advanced if it should ultimately be determined that the director is not entitled to be indemnified against such expenses.
(ii) Written Request for Indemnification. To obtain indemnification under this subsection (f), a director shall submit to the Secretary of the Association a written request, including such documentation and information as is reasonably available to the director and reasonably necessary to determine whether and to what extent the director is entitled to indemnification (the “Supporting Documentation”). Any claim for indemnification under this Article Eleventh shall be paid in full within thirty days after receipt by the Association of the written request for indemnification together with the Supporting Documentation unless independent legal counsel to the Association, acting at the request of the Board of Directors of the Association (or a committee of the Board designated by the Board for such purpose), shall have determined, in a written legal opinion to the Association without material qualification, that the director is not entitled to indemnification by reason of any of the circumstances specified in the proviso to the first sentence of this subsection (f) or in subsection (k) of this Article Eleventh. The Secretary of the Association shall, promptly upon receipt of such a request for indemnification, advise the board of directors in writing that the director has requested indemnification and shall promptly, upon receipt of any such opinion, advise the Board in writing that such determination has been made.
Notwithstanding the foregoing, the Association shall not be required to advance such expenses to a director who is a party to an action, suit or proceeding brought by the Association and approved by a majority of the board of directors which alleges willful misappropriation of corporate assets by such director, a transaction in which the director derived an improper personal benefit or any other willful and deliberate breach in bad faith of such director’s duty to the Association or its shareholders.
(2) The rights to indemnification and to the advancement of expenses conferred in this subsection (f) shall be contract rights. If a claim under this subsection (f) is not paid in full by the Association within thirty days after a written claim has been received by the Association, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the director may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the director shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by a director to enforce a right to indemnification hereunder (but not in a suit brought by the director to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Association to recover an advancement of expenses pursuant to the terms of an undertaking the Association shall be entitled to recover such expenses upon a final adjudication that, the director has not met any applicable standard for indemnification under the applicable law then in effect. Neither the failure of the Association to have made payment in full of the claim for indemnification prior to the commencement of such suit, nor an actual determination by independent legal counsel to the Association that the director is not entitled to such indemnification, shall create a presumption that the director has not met the applicable standard of conduct or, in
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the case of such a suit brought by the director, be a defense to such suit. In any suit brought by the director to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the director is not entitled to be indemnified, or to such advancement of expenses, under this subsection (f) or otherwise shall be on the Association.
(g) The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(h) This Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this article.
(i) For purposes of this article, references to “the Association” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existing had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.
(j) For purposes of this article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Association” shall include any service as a director, officer, employee or agent of the Association which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Association” as referred to in this article.
(k) Notwithstanding anything in this article to the contrary, the Association shall not indemnify any director, officer or employee nor purchase and maintain insurance on behalf of any director, officer or employee in circumstances not permitted by 12 C.F.R. Part 359.
(l) If any provision or provisions of this article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions (including, without limitation, each portion of this article containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or
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unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.”
TWELFTH. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Association shall not be personally liable to the Association, its shareholders or otherwise for monetary damage for breach of his or her duty as a director. Any repeal or modification of this article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Association existing at the time of such repeal or modification.
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Exhibit 2
[LOGO APPEARS HERE]
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
Certificate of Corporate Existence and Fiduciary Powers
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.
2. “Union Bank of California, National Association,” San Francisco, California, (Charter No. 21541) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.
IN TESTIMONY WHEREOF. I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this Wednesday, January 08, 2003.
[CURRENCY BUREAU SEAL APPEARS HERE] | /s/ John D. Hawke, Jr. | |
Comptroller of the Currency |
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Exhibit 3
BYLAWS
of
UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
(Restated as of January 27, 1999)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the shareholders shall be held each year on the date and at the time specified by the Board of Directors. At each annual meeting the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.
Notice of such meeting shall be mailed, postage prepaid, at least ten days and no more than 60 days prior to the date thereof by first class mail addressed to each shareholder at his address appearing on the books of the Association; provided, however, that the shareholders may waive notice of the annual meeting.
If for any cause an election of directors is not made on said day, the board of directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting.
Section 1.2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders of this Association may be called for any purpose at any time by the board of directors, the chairman of the board, the deputy chairman of the board, the president or by the majority shareholder of this Association. Every such special meeting unless otherwise provided by law shall be called by mailing, first-class postage prepaid, not less than ten days prior to the date fixed for such meeting to each shareholder at his address appearing on the books of this Association, a notice stating the purpose of the meeting, provided that said notice may be waived by a majority shareholder.
Section 1.3. Nomination for Director. Nominations for election to the board of directors may be made by the board of directors or by any shareholder of any outstanding capital stock of the Association entitled to vote for the election of directors.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy.
Section 1.5. Quorum. The presence in person or by proxy of persons entitled to vote a majority of the issued and outstanding stock of this Association shall constitute a quorum for the
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transaction of business at any annual or special meeting of the shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting unless otherwise provided by law of by the Articles of Association.
Section 1.6. Action by Shareholders. Except as provided by law, any action required to be taken at any annual or special meetings of the shareholders of this Association, or any action which may be taken at any annual or special meetings of the shareholders may be taken without a meeting and without a vote, if a consent in writing, setting forth the actions so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at the meeting at which all shareholders entitled to vote thereon were present and voted.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors (henceforth referred to as the board) shall have the power to manage and administer the business and affairs of the Association. Except as specifically limited by law, all corporate powers of the Association shall be vested in and may be exercised by said board.
Section 2.2. Number. The board shall consist of not less than five nor more than twenty-five individuals, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full board may not increase the number of directors to a number which; (i) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; or (ii) to a number that exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five.
Section 2.3. Organizational Meeting. There shall be a meeting of the board immediately following the election of the board at the annual meeting of shareholders which meeting shall be held for the purpose of organization; no notice of such meeting need be given. If at the time fixed for such meeting there shall not be a quorum present, the directors present may adjourn the meeting from time to time until a quorum is obtained.
At such meeting, the board shall elect a chairman of the board, a president, a deputy chairman of the board and one or more vice chairmen of the board. The chairman shall preside
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at all directors’ meetings and in his absence, the president and, then, in his absence, the deputy chairman and, in his absence, a vice chairman of the board shall preside at such meetings. In the absence of the chairman of the board, the president, the deputy chairman and the vice chairmen of the board, the board may appoint a chairman pro-tempore.
Section 2.4. Place, Date and Time of Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such places within or without the State of California and on such dates and at such times as the Board may from time to time determine by resolution or written consent.
Section 2.5. Special Meetings. Special meetings of the board may be called by the chairman, the president, the deputy chairman or by a majority of the board, of which notice shall be given to each director personally by telephone or facsimile, electronic mail or other electronic means or by leaving a written or printed notice at, or by mailing such notice to, the Director’s residence or place of business at least 24 hours before the time appointed for such meeting, provided that said notice may be waived by a written consent by all the directors entitled to vote at such meeting.
Section 2.6. Quorum. A majority of the board then in office shall constitute a quorum for the transaction of business at any meeting except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.
Section 2.7. Participation by Communications Equipment. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication or other communications equipment, so long as all members participating in such meetings can communicate with all of the other members concurrently and are provided the means of participating in all matters before the Board, and the Association confirms that the person communicating by telephone, electronic video screen or other communications equipment is a director entitled to participate in the Board meeting and that all statements, actions and votes were made by such director. Such participation constitutes presence in person at such meeting.
Section 2.8. Action Without A Meeting. Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board eligible to vote shall individually or collectively consent to such action. The written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same effect as a unanimous vote of directors.
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Section 2.9. Vacancies. The directors shall hold office for one year or until their successors are elected and have qualified. Any vacancies occurring in the membership of the board shall be filled by appointment for the unexpired term by the remaining members of the board, though less than a quorum, in accordance with the laws of the United States.
ARTICLE III
Committees of the Board
Section 3.1. Executive Committee. There shall be an executive committee composed of the chairman of the board, the president, the deputy chairman and not less than four (4) other directors who shall be appointed by the board to serve during its pleasure. Subject at all times to the control of the board, the committee shall have and may exercise all the powers of the board, except powers to amend the Articles of Association, to adopt an agreement of merger or consolidation, to recommend to the shareholders the sale, lease or exchange of all or substantially all of the Association’s property and assets, to recommend to the shareholders a dissolution of the Association or a revocation of a dissolution, to amend the bylaws of the Association, to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. The chairman of the committee may from time to time designate directors to act as alternate members of the committee in the place of any members absent from a meeting thereof. The committee shall meet at such times as it or the board may designate and shall make its own rules of procedure. A majority of its members shall constitute a quorum. The affirmative vote of the majority of its members shall be necessary for the adoption of any resolution. The committee shall keep minutes of its meetings and such minutes shall be submitted to the next regular meeting of the board at which a quorum is present, and any action taken by the board with respect thereto shall be entered into the minutes of the board.
Section 3.2. Other Committees. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees from time to time, each consisting of two or more directors to serve at the pleasure of the Board. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors shall have all the authority of the Board, except powers to amend the Articles of Association, to adopt an agreement of merger or consolidation, to recommend to the shareholders the sale, lease or exchange of all or substantially all of the Association’s property and assets, to recommend to the shareholders a
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dissolution of the Association or a revocation of a dissolution, to amend the bylaws of the Association, to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.
ARTICLE IV
Officers
Section 4.1. Officers. The officers of this Association shall be a chairman of the board, a president and chief executive officer, a deputy chairman, one or more vice chairmen of the board, a chief financial officer, a chief credit officer, a general auditor, a chief credit examiner, a chief compliance officer, one or more executive vice presidents, one or more senior vice presidents, one or more vice presidents, one or more assistant vice presidents, a secretary, one or more assistant secretaries, one or more trust officers, one or more assistant trust officers, a manager and one or more assistant managers for each of the branches of this Association, and such other officers as may be required from time to time for the prompt and orderly transaction of its business, to be elected or appointed by the board; provided, however, that the board may assign by resolution the authority to appoint, define duties, reassign and dismiss such officers as it shall from time to time determine. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the board or by other officers to whom such authority has been delegated and assigned.
Section 4.2. Certain Officers to be Directors. The chairman of the board, the president, the deputy chairman of the board and the vice chairmen of the board of the Association shall be members of the board.
Section 4.3. Chairman, President, Deputy Chairman and Vice Chairmen. The chairman of the board shall preside at all shareholders’ meetings and all meetings of the board unless he delegates this duty to the President or Deputy Chairman. In the absence or disability of the chairman of the board, the following shall perform the duties and have the powers of the chairman of the board in the order set forth:
President and Chief Executive Officer
Deputy Chairman
Vice Chairmen in the order designated by the Board.
Section 4.4. President and Chief Executive Officer. The president shall have general and active management of the business of the Association, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice, to the office of president or prescribed by these bylaws. The president shall be the chief executive officer.
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Section 4.5. Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Association and shall perform the duties imposed upon him by these Bylaws or the Board of Directors.
Section 4.6. Tenure. The chairman of the board, the president, the deputy chairman of the board and the vice chairmen of the board shall hold their offices for the current year for which the board, of which they are members, was elected and qualified, unless they shall resign, become disqualified or be removed. Any vacancy occurring in any of such offices shall be filled by appointment by the remaining members of the board, though not a quorum. All other officers shall be elected to hold their offices respectively during the pleasure of the board; provided, however, that the board may assign by resolution the dismissing of such officers as it shall from time to time determine.
Section 4.7. Secretary. The secretary shall keep a record of all votes, meetings and proceedings of the board and of the shareholders and of all other matters required to be placed in the minute book, shall enter all bylaws and all amendments thereto and note all changes or repeals thereof in the book of bylaws, shall have charge of the corporate seal of this Association and affix the same to all certificates of stock and as directed by the board, and shall care for and preserve all papers, documents and books placed in his custody. The secretary shall have the power to take any action and execute any document required by law to be taken or executed by a cashier. Duplicates of the corporate seal of this Association shall be placed in the charge of such managers and assistant managers of branches of this Association as are designated by the Secretary; and any one of the managers or assistant managers so designated may affix the corporate seal to documents or papers requiring the same. The assistant secretaries shall have all the powers, and, in the absence of the secretary, duties of the secretary.
ARTICLE V
Emergency Provisions
Section 5.1. Emergency Defined. “Emergency” as used in this Article VI means disorder, disturbance or damage caused by disaster, war, enemy attack or other warlike acts which prevent conduct and management of the affairs and business of the Association by the Board of Directors and officers. The powers and duties conferred and imposed by this Article and any resolutions adopted pursuant hereto shall be effective only during an emergency. This Article may be implemented from time to time by resolutions adopted by the Board of Directors before or during an emergency, or during an emergency by the Executive Committee of the Board of Directors constituted and then acting pursuant thereto. During an emergency, the
16
provisions of this Article and any implementing resolutions shall supercede any conflicting provision of any Article of these Bylaws or resolutions adopted pursuant thereto.
Section 5.2. Alternate Locations. During an emergency, the business ordinarily conducted at the principal executive office of the Association shall, if so permitted by applicable statutes or regulations, be relocated elsewhere in suitable quarters, as may be designated by the board of directors or by the Executive Committee of the Board of Directors or by such persons as are then, in accordance with these bylaws or resolutions adopted from time to time by the board of directors, dealing with the exercise of authority in a time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued.
Section 5.3. Alternate Management.
(a) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs of business of this Association by its directors and officers as contemplated by these bylaws, any available members of the then incumbent Executive Committee of the Board shall constitute an Interim Executive Committee for the full conduct and management of the affairs and business of the Association.
(b) If as a result of a state of disaster as described under 5.3(a) above, the chief executive officer is unable or unavailable to act, then until such chief executive officer becomes able and available to act or a new chief executive officer is appointed or elected, the senior surviving officer who is able and available to act shall act as the chief executive officer of this Association. If a person in good faith assumes the powers of the chief executive officer pursuant to these provisions in the belief he is the senior surviving officer and the office of the chief executive officer is vacant, the acts of such a person shall be valid and binding although it may subsequently develop that he was not in fact the senior surviving officer or that the office was not in fact vacant.
(c) No officer, director or employee acting in accordance with these Emergency Provisions shall be liable except for willful misconduct.
ARTICLE VI
Certificates and Transfer of Stock
Section 6.1. Stock Certificates. Certificates of stock in the form adopted by the board shall be issued to the shareholders of this Association according to the number of shares belonging to each respectively. Such certificates shall be transferable by endorsement and
17
delivery thereof, but the transfer shall not be complete and binding on this Association until recorded upon the books of the Association, or its transfer agent, if any.
All certificates of stock shall bear the corporate seal of this Association which may be in the form of a facsimile of such seal imprinted or otherwise reproduced thereon and shall be signed by the chairman of the board or the deputy chairman of the board and the secretary, or an assistant secretary, provided that such signatures upon the certificates may be but need not be facsimiles of the signatures of said officers imprinted or otherwise reproduced upon the certificates.
All certificates of stock which have been transferred as aforesaid shall be properly canceled and preserved.
Section 6.2. Transfer of Stock. No new certificate shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time. If, however, a certificate be lost or destroyed the board may order a new certificate issued upon such terms, conditions and guaranties as the board may see fit to impose.
Section 6.3. Fractional Shares. The Association shall not be obliged to issue any certificates of stock evidencing, either singly or with other shares, any fractional part of a share, or any undivided interests in shares, but it may do so if the board shall so resolve.
Section 6.4. Ownership. The person, firm or corporation in whose name shares of stock stand on the books of the Association, whether individually or as trustee, pledgee or otherwise, may be recognized and treated by the Association as the absolute owner of the shares, and the Association shall in no event be obligated to deal with or to recognize the rights or interests of other persons in such shares, or in any part thereof.
Section 6.5. Fixing Record Date. The board may by resolution fix a record date for determining the shareholders entitled to notice of and to vote at any meeting of shareholders, which date shall be in reasonable proximity to the date of giving notice to the shareholders of such meeting.
ARTICLE VII
Records
Section 7.1. The organization papers of this Association, the proceedings of all regular and special meetings of the board and of the shareholders and reports of the committees of directors shall be recorded in the minute book; and the minutes of each meeting shall be signed by the secretary and attested by the presiding officer.
Section 7.2. Books and records of account and minutes of the proceedings of the shareholders, Board and committees of the Board and a record of the shareholders, giving the
18
names and address of all shareholders and the number of shares held by each, shall be kept at the Head Office or at the office of the Association’s transfer agent and shall be open to inspection upon the written demand on the Association of any shareholder at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents or every kind and to inspect the physical properties of the Association and its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and make extracts.
ARTICLE VIII
Corporate Seal
Section 8.1.
The Association shall have a corporate seal upon which shall be inscribed:
UNION BANK OF CALIFORNIA,
NATIONAL
ASSOCIATION
Incorporated 1864
San Francisco
19
ARTICLE IX
Bylaws
Section 9.1. Bylaw Amendments. These Bylaws may be amended, changed, or repealed by a majority of the directors acting at any meeting of the board regularly called and held.
ARTICLE X
Governance
Section 10.1. Governance. To the extent not inconsistent with applicable Federal banking statutes or regulations, or bank safety and soundness, this Association will follow the corporate governance procedures of the Delaware General Corporation Law, Del. Code Ann. tit.8 (1991, as amended 1994, and as amended thereafter).
20
Exhibit 4
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of Senior Notes of Star Gas Partners, L.P., Union Bank of California, N.A., hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
UNION BANK OF CALIFORNIA, N.A. | ||
By: | /s/ Andrew R. Ball | |
Name: Andrew R. Ball Title: Vice President |
21
Exhibit 5
Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires March 31, 2005 |
Federal Financial Institutions Examination Council
Please refer to page i, Table of Contents, for the required disclosure of estimated burden. |
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices—FFIEC 031
Report at the close of business December 31, 2002
This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).
(20021231) | ||
(RCRI 9999) |
This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks.
I, | David A. Anderson, SVP / Controller | |
Name and Title of Officer Authorized to Sign Report |
of the named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
/s/ David A. Anderson |
Signature of Officer Authorized to Sign Report |
February 6, 2003 |
Date of Signature |
The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Norimichi Kanari /s/ Norimichi Kanari |
Director (Trustee) |
Takaharu Saegusa /s/ Takaharu Saegusa |
Director (Trustee) |
Robert M. Walker /s/ Robert M. Walker |
Director (Trustee) |
Submission of Reports
Each bank must prepare its Reports of Condition and Income either:
(a) | in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette; or |
(b) | in hard-copy (paper) form and arrange for another party to convert the paper report to electronic form. That party (if other than EDS) must transmit the bank’s computer data file to EDS. |
For electronic filing assistance, contact EDS Call Report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the completed report that the bank places in its files.
FDIC Certificate Number | 22826 (RCRI 9050) |
http:// www.UBOC.com Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) |
(Example: www.examplebank.com)
Union Bank of California, N. A. Legal Title of Bank (TEXT 9010) | ||
San Francisco City (TEXT 9130) | ||
CA 94104-1302 State Abbrev.(TEXT 9200) ZIP Code (TEXT 9220) |
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
22
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices
Table of Contents
Signature Page | Cover | |
Report of Income | ||
Schedule RI—Income Statement | RI-1, 2, 3 | |
Schedule RI-A—Changes in Equity Capital | RI-4 | |
Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses | RI-4, 5 | |
Schedule RI-D—Income from International Operations | RI-6 | |
Schedule RI-E—Explanations | RI-7, 8 | |
Report of Condition | ||
Schedule RC—Balance Sheet | RC-1, 2 | |
Schedule RC-A—Cash and Balances Due From Depository Institutions | RC-3 | |
Schedule RC-B—Securities | RC-3, 4, 5 | |
Schedule RC-C—Loans and Lease Financing Receivables: | RC-6, 7 | |
Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only; not included in the forms for the September and December reports) | RC-7a, 7b | |
Schedule RC-D—Trading Assets and Liabilities (to be completed only by selected banks) | RC-8 | |
RC-9, 10 | ||
RC-11 | ||
RC-11 | ||
Schedule RC-H—Selected Balance Sheet Items | RC-12 | |
Schedule RC-I—Assets and Liabilities of IBFs | RC-12 | |
Schedule RC-K—Quarterly Averages | RC-13 | |
Schedule RC-L—Derivatives and | RC-14, 15 | |
Schedule RC-M—Memoranda | RC-16 | |
Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets | RC-17, 18 | |
Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments | RC-19, 20 | |
Schedule RC-R—Regulatory Capital | RC-21, 22, 23, 24 | |
Schedule RC-S—Servicing, Securitization and | RC-25, 26, 27 | |
Schedule RC-T—Fiduciary and Related Services | RC-28, 29, 30 | |
Optional Narrative Statement Concerning the Amounts Reported in the Reports | RC-31 | |
Special Report (to be completed by all banks) |
Disclosure of Estimated Burden
The estimated average burden associated with this information collection is 36.8 hours per respondent and is estimated to vary from 15 to 550 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and to one of the following:
Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551
Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219
Assistant Executive Secretary
Federal Deposit Insurance Corporation
Washington, D.C. 20429
For information or assistance, National and State nonmember banks should contact the FDIC’s Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
23
Union Bank of California, N. A. Legal Title of Bank |
San Francisco City |
CA 94104-1302 State Zip Code |
FDIC Certificate Number 22826
Consolidated Report of Income
for the period January 1, 2002 - December 31, 2002
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Schedule RI—Income Statement
Dollar Amounts in Thousands | RIAD | |||||
1. Interest income: | ||||||
a. Interest and fee income on loans: | ||||||
(1) In domestic offices: | ||||||
(a) Loans secured by real estate | 4011 | 721,116 | 1.a.(1)(a) | |||
(b) Loans to finance agricultural production and other loans to farmers | 4024 | 11,379 | 1.a.(1)(b) | |||
(c) Commercial and industrial loans | 4012 | 644,902 | 1.a.(1)(c) | |||
(d) Loans to individuals for household, family, and other personal expenditures: | ||||||
(1) Credit cards | B485 | 9 | 1.a.(1)(d)(1) | |||
(2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) | B486 | 52,965 | 1.a.(1)(d)(2) | |||
(e) Loans to foreign governments and official institutions | 4056 | 0 | 1.a.(1)(e) | |||
(f) All other loans in domestic offices | B487 | 7,506 | 1.a.(1)(f) | |||
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs | 4059 | 27,255 | 1.a.(2) | |||
(3) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)) | 4010 | 1,465,132 | 1.a.(3) | |||
b. Income from lease financing receivables | 4065 | 28,172 | 1.b. | |||
c. Interest income on balances due from depository institutions1 | 4115 | 2,633 | 1.c. | |||
d. Interest and dividend income on securities: | ||||||
(1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities) | B488 | 129,539 | 1.d.(1) | |||
(2) Mortgage-backed securities | B489 | 174,953 | 1.d.(2) | |||
(3) | ||||||
in the U.S.) | 4060 | 10,244 | 1.d.(3) | |||
e. Interest income from trading assets | 4069 | 4,398 | 1.e. | |||
f. Interest income on federal funds sold and securities purchased under agreements to resell | 4020 | 13,479 | 1.f. | |||
g. Other interest income | 4518 | 2,947 | 1.g. | |||
h. Total interest income (sum of items 1.a.(3) through 1.g) | 4107 | 1,831,497 | 1.h. | |||
2. Interest expense: | ||||||
a. Interest on deposits: | ||||||
(1) Interest on deposits in domestic offices: | ||||||
(a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) | 4508 | 7,407 | 2.a.(1)(a) | |||
(b) Nontransaction accounts: | ||||||
(1) Savings deposits (includes MMDAs) | 0093 | 94,462 | 2.a.(1)(b)(1) | |||
(2) Time deposits of $ 100,000 or more | A517 | 63,552 | 2.a.(1)(b)(2) | |||
(3) Time deposits of less than $ 100,000 | A518 | 48,841 | 2.a.(1)(b)(3) | |||
(2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs | 4172 | 46,195 | 2.a.(2) | |||
b. Expense of federal funds purchased and securities sold under agreements to repurchase | 4180 | 6,030 | 2.b. | |||
c. Interest on trading liabilities and other borrowed money | 4185 | 10,160 | 2.c. |
1 | Includes interest income on time certificates of deposit not held for trading. |
24
Schedule RI—Continued
Year-to-date | |||||||||||
Dollar Amounts in Thousands | RIAD | ||||||||||
2. Interest expense (continued): | |||||||||||
d. Interest on subordinated notes and debentures | 4200 | 2,158 | 2.d. |
| |||||||
e. Total interest expense (sum of items 2.a through 2.d) | 4073 | 278,805 | 2.e. |
| |||||||
3. Net interest income (item 1.h minus 2.e) | 4074 |
| 1,552,692 | 3. | |||||||
4. Provision for loan and lease losses | 4230 |
| 139,787 | 4. | |||||||
5. Noninterest income: | |||||||||||
a. Income from fiduciary activities 1 | 4070 | 119,840 | 5.a. |
| |||||||
b. Service charges on deposit accounts in domestic offices | 4080 | 272,650 | 5.b. |
| |||||||
c. Trading revenue 2 | A220 | 34,305 | 5.c. |
| |||||||
d. Investment banking, advisory, brokerage, and underwriting fees and commissions | B490 | 36,436 | 5.d. |
| |||||||
e. Venture capital revenue | B491 | 0 | 5.e. |
| |||||||
f. Net servicing fees | B492 | 935 | 5.f. |
| |||||||
g. Net securitization income | B493 | 0 | 5.g. |
| |||||||
h. Insurance commissions and fees | B494 | 27,848 | 5.h. |
| |||||||
i. Net gains (losses) on sales of loans and leases | 5416 | 164 | 5.i. |
| |||||||
j. Net gains (losses) on sales of other real estate owned | 5415 | -56 | 5.j. |
| |||||||
k. Net gains (losses) on sales of other assets (excluding securities) | B496 | -7,988 | 5.k. |
| |||||||
l. Other noninterest income * | B497 | 243,802 | 5.l. |
| |||||||
m. Total noninterest income (sum of items 5.a through 5.l) | 4079 |
| 727,936 | 5.m. | |||||||
6. a. Realized gains (losses) on held-to-maturity securities | 3521 |
| 0 | 6.a. | |||||||
b. Realized gains (losses) on available-for-sale securities | 3196 |
| 989 | 6.b. | |||||||
7. Noninterest expense: | |||||||||||
a. Salaries and employee benefits | 4135 | 717,871 | 7.a. |
| |||||||
b. Expenses of premises and fixed assets (net of rental income) | 4217 | 173,026 | 7.b. |
| |||||||
c. (1)Goodwill impairment losses | C216 | 0 | 7.c. | (1) | |||||||
(2)Amortization expense and impairment losses for other intangible assets | C232 | 5,485 | 7.c. | (2) | |||||||
d. Other noninterest expense * | 4092 | 437,196 | 7.d. |
| |||||||
e. Total noninterest expense (sum of items 7.a through 7.d) | 4093 |
| 1,333,578 | 7.e. | |||||||
8. Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) | 4301 |
| 808,252 | 8. | |||||||
9. Applicable income taxes (on item 8) | 4302 |
| 260,787 | 9. | |||||||
10. Income (loss) before extraordinary items and other adjustments (item 8 minus item 9) | 4300 |
| 547,465 | 10. | |||||||
11. Extraordinary items and other adjustments, net of income taxes* | 4320 |
| 0 | 11. | |||||||
12. Net income (loss) (sum of items 10 and 11) | 4340 |
| 547,465 | 12. |
* | Describe on Schedule RI-E-Explanations |
1 | For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 19. |
2 | For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c, must equal the sum of Memorandum items 8.a through 8.d. |
25
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RI—Continued
Memoranda
Dollar Amounts in Thousands | Year-to-date | |||||||
RIAD | ||||||||
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes | 4513 | 300 | M.1. | |||||
2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) | 8431 | 22,751 | M.2. | |||||
3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b) | 4313 | 180 | M.3. | |||||
4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3)) | 4507 | 2,186 | M.4. | |||||
Number | ||||||||
5. Number of full-time equivalent employees at the end of current period (round to nearest whole number) | 4150 | 9,195 | M.5. | |||||
6. Not applicable | ||||||||
CC YY MM DD | ||||||||
7. If the reporting bank has restated its balance sheet as a result of applying push down accounting this calendar year, report the date of the bank’s acquisition1 | 9106 | M.7. | ||||||
8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item(To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.): | RIAD | |||||||
a. Interest rate exposures | 8757 | 5,758 | M.8.a. | |||||
b. Foreign exchange exposures | 8758 | 28,548 | M.8.b. | |||||
c. Equity security and index exposures | 8759 | 0 | M.8.c. | |||||
d. Commodity and other exposures | 8760 | 0 | M.8.d. | |||||
RIAD | ||||||||
9. Impact on income of derivatives held for purposes other than trading: | ||||||||
a. Net increase (decrease) to interest income | 8761 | 116,266 | M.9.a. | |||||
b. Net (increase) decrease to interest expense | 8762 | 0 | M.9.b. | |||||
c. Other (noninterest) allocations | 8763 | 0 | M.9.c. | |||||
10. Credit losses on derivatives (see instructions) | A251 | 3,389 | M.10. | |||||
YES NO | ||||||||
11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year? | A530 | X | M.11. |
1 | For example, a bank acquired on June 1, 2001, would report 20010601. |
26
Schedule RI-A—Changes in Equity Capital
Indicate decreases and losses in parentheses.
Dollar Amounts in Thousands | RIAD | |||||
1. Total equity capital most recently reported for the December 31, 2001, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) | 3217 | 3,554,964 | 1. | |||
2. Restatements due to corrections of material accounting errors and changes in accounting principles * | B507 | 0 | 2. | |||
3. Balance end of previous calendar year as restated (sum of items 1 and 2) | B508 | 3,554,964 | 3. | |||
4. Net income (loss) (must equal Schedule RI, item 12) | 4340 | 547,465 | 4. | |||
5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) | B509 | 196 | 5. | |||
6. Treasury stock transactions, net | B510 | 0 | 6. | |||
7. Changes incident to business combinations, net | 4356 | 54,830 | 7. | |||
8. LESS: Cash dividends declared on preferred stock | 4470 | 0 | 8. | |||
9. LESS : Cash dividends declared on common stock | 4460 | 489,100 | 9. | |||
10. Other comprehensive income1 | B511 | 107,129 | 10. | |||
11. Other transactions with parent holding company* (not included in items 5, 6, 8, or 9 above) | 4415 | 0 | 11. | |||
12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28) | 3210 | 3,775,484 | 12. |
* | Describe on Schedule RI-E—Explanations. |
1 | Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. |
Schedule RI-B—Charge-offs and Recoveries on Loans and Leases
Part I. Charge-offs and Recoveries on Loans and Leases
Part I excludes charge-offs and recoveries through the allocated transfer risk reserve.
(Column A) Charge-offs1 | (Column B) Recoveries | |||||||||
Dollar Amounts in Thousands | Calendar year-to-date | |||||||||
RIAD | RIAD | |||||||||
1. Loans secured by real estate: | ||||||||||
a. Construction, land development, and other land loans in domestic offices | 3582 | 0 | 3583 | 40 | 1.a. | |||||
b. Secured by farmland in domestic offices | 3584 | 0 | 3585 | 850 | 1.b. | |||||
c. Secured by 1-4 family residential properties in domestic offices: | ||||||||||
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit | 5411 | 99 | 5412 | 151 | 1.c.(1) | |||||
(2) Closed-end loans secured by 1-4 family residential properties | ||||||||||
(a)Secured by first liens | C234 | 2,518 | C217 | 45 | 1.c.(2)(a) | |||||
(b)Secured by junior liens | C235 | 1,684 | C218 | 211 | 1.c.(2)(b) | |||||
d. Secured by multifamily (5 or more) residential properties in domestic offices | 3588 | 0 | 3589 | 0 | 1.d. | |||||
e. Secured by nonfarm nonresidential properties in domestic offices | 3590 | 1,620 | 3591 | 226 | 1.e. | |||||
f. In foreign offices | B512 | 0 | B513 | 0 | 1.f. | |||||
2. Loans to depository institutions and acceptances of other banks: | ||||||||||
a. To R.P. banks and other R.P. depository institutions | 4653 | 0 | 4663 | 0 | 2.a. | |||||
b. To foreign banks | 4654 | 0 | 4664 | 0 | 2.b. | |||||
3. | 4655 | 21,618 | 4665 | 2,787 | 3. | |||||
4. Commercial and industrial loans: | ||||||||||
a. To R.P. addressees (domicile) | 4645 | 174,837 | 4617 | 28,972 | 4.a. | |||||
b. To non-R.P. addressees (domicile) | 4646 | 0 | 4618 | 0 | 4.b. | |||||
5. Loans to individuals for household, family, and other personal expenditures: | ||||||||||
a. Credit cards | B514 | 0 | B515 | 0 | 5.a. | |||||
b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) | B516 | 9,485 | B517 | 4,207 | 5.b. |
1 | Include write-downs arising from transfers of loans to a held-for-sale account. |
27
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RI-B—Continued
Part I. Continued
(Column A) Charge-offs 1 | (Column B) Recoveries | |||||||||
Calendar year-to-date | ||||||||||
Dollar Amounts in Thousands | RIAD | RIAD | ||||||||
6. Loans to foreign governments and official institutions | 4643 | 0 | 4627 | 0 | 6. | |||||
7. All other loans | 4644 | 13,725 | 4628 | 1,458 | 7. | |||||
8. Lease financing receivables: | ||||||||||
a. To U.S. addressees (domicile) | 4658 | 2,702 | 4668 | 590 | 8.a. | |||||
b. To non-U.S. addressees (domicile) | 4659 | 0 | 4669 | 0 | 8.b. | |||||
9. Total (sum of items 1 through 8) | 4635 | 228,288 | 4605 | 39,537 | 9. |
Memoranda | (Column A) Charge-offs 1 | (Column B) Recoveries | ||||||||
Calendar year-to-date | ||||||||||
Dollar Amounts in Thousands | RIAD | RIAD | ||||||||
1. Loans to finance commercial real estate, construction, and land development activities(not secured by real estate) included in Schedule RI-B, part I, item 4 and 7, above | 5409 | 0 | 5410 | 0 | M.1. | |||||
2. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, part I, item 1, above) | 4652 | 0 | 4662 | 0 | M.2. |
1 | Include write-downs arising from transfers of loans to a held-for-sale account. |
Part II. Changes in Allowance for Loan and Lease Losses
Dollar Amounts in Thousands | RIAD | |||||
1. Balance most recently reported for the December 31, 2001, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) | B522 | 623,468 | 1. | |||
2. Recoveries (must equal part I, item 9, column B above) | 4605 | 39,537 | 2. | |||
3. LESS: Charge-offs(must equal part I, Item 9, column A above less Schedule RI-B, part II, item 4) | C079 | 203,320 | 3. | |||
4. | 5523 | 24,968 | 4. | |||
5. Provision for loan and lease losses (must equal Schedule RI, item 4) | 4230 | 139,787 | 5. | |||
6.Adjustments* (see instructions for this schedule) | C233 | 5,476 | 6. | |||
7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) | 3123 | 579,980 | 7. |
* | Describe on Schedule RI-E—Explanations. |
28
Schedule RI-D—Income from International Operations
For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income.
Year-to-date | ||||||
Dollar Amount in Thousands | RIAD | |||||
1. Interest income and expense attributable to international operations | ||||||
a. Gross interest income | B523 | 0 | 1.a. | |||
b. Gross interest expense | B524 | 0 | 1.b. | |||
2. Net interest income attributable to international operations (item 1.a minus 1.b.) | B525 | 0 | 2. | |||
3. Noninterest income and expense attributable to international operations: | ||||||
a. Noninterest income attributable to international operations | 4097 | 0 | 3.a. | |||
b. Provision for loan and lease losses attributable to international operations. | 4235 | 0 | 3.b. | |||
c. Other noninterest expense attributable to international operations | 4239 | 0 | 3.c. | |||
d. Net noninterest income (expense) attributable to international operations (item 3.a minus 3.b and 3.c) | 4843 | 0 | 3.d. | |||
4. Estimated pretax income attributable to international operations before capital allocation adjustment (sum of items 2 and 3.d) | 4844 | 0 | 4. | |||
5. Adjustment to pretax income for internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs | 4845 | 0 | 5. | |||
6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5) | 4846 | 0 | 6. | |||
7. Income taxes attributable to income from international operations as estimated in item 6 | 4797 | 0 | 7. | |||
8. Estimated net income attributable to international operations (item 6 minus 7) | 4341 | 0 | 8. |
29
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RI-E—Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
Year-to-date | ||||||||||
Dollar Amounts in Thousands | RIAD | |||||||||
1. Other noninterest income (from Schedule RI, item 5.l) | ||||||||||
Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m: | ||||||||||
a. Income and fees from the printing and sale of checks | C013 | 0 | 1.a. | |||||||
b. Earnings on/increase in value of cash surrender value of life insurance | C014 | 0 | 1.b. | |||||||
c. Income and fees from automated teller machines (ATMs) | C016 | 0 | 1.c. | |||||||
d. Rent and other income from other real estate owned | 4042 | 0 | 1.d. | |||||||
e. Safe deposit box rent | C015 | 0 | 1.e. | |||||||
f. TEXT 4461 Merchant transaction processing fees | 4461 | 86,019 | 1.f. | |||||||
g. TEXT 4462 International commissions and fees | 4462 | 76,956 | 1.g. | |||||||
h. TEXT 4463 Merchant banking fees | 4463 | 31,581 | 1.h. | |||||||
2. Other noninterest expense (from Schedule RI, item 7.d) | ||||||||||
Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m: | ||||||||||
a. Data processing expenses | C017 | 32,554 | 2.a. | |||||||
b. Advertising and marketing expenses | 0497 | 37,464 | 2.b. | |||||||
c. Directors’ fees | 4136 | 0 | 2.c. | |||||||
d. Printing, stationery, and supplies | C018 | 0 | 2.d. | |||||||
e. Postage | 8403 | 0 | 2.e. | |||||||
f. Legal fees and expenses | 4141 | 0 | 2.f. | |||||||
g. FDIC deposit insurance assessments | 4146 | 0 | 2.g. | |||||||
h. TEXT 4464 Merchant transaction processing | 4464 | 55,767 | 2.h. | |||||||
i. TEXT 4467 Other Professional services | 4467 | 34,712 | 2.i. | |||||||
j. TEXT 4468 Software | 4468 | 42,544 | 2.j. | |||||||
3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments): | ||||||||||
a. (1) Effect of adopting FAS 142, ‘Goodwill and Other Intangible Assets’ | C231 | 0 | 3.a.(1) | |||||||
(2) Applicable income tax effect | 4486 | 0 | 3.a.(2) | |||||||
b. (1) TEXT 4487 | 4487 | 0 | 3.b.(1) | |||||||
(2) Applicable income tax effect | 4488 | 0 | 3.b.(2) | |||||||
c. (1) TEXT 4489 | 4489 | 0 | 3.c.(1) | |||||||
(2) Applicable income tax effect | 4491 | 0 | 3.c.(2) |
30
Schedule RI-E—Continued
Dollar Amounts in Thousands | RIAD | Year-To-Date | ||||
4. Restatements due to corrections of material accounting errors and changes in accounting principles (from Schedule RI-A, item 2) (itemize and describe all restatements): | ||||||
a. TEXT B526 | B526 | 0 | 4.a. | |||
b. TEXT B527 | B527 | 0 | 4.b. | |||
5. Other transactions with parent holding company (from Schedule RI-A, item 11) (itemize and describe all such transactions): | ||||||
a. TEXT 4498 | 4498 | 0 | 5.a. | |||
b. TEXT 4499 | 4499 | 0 | 5.b. | |||
6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II,item 6) (itemize and describe all adjustments): | ||||||
a. TEXT 4521 | 4521 | 0 | 6.a. | |||
b. TEXT 4522 Other adjustments FX translation | 4522 | 5,476 | 6.b. | |||
7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): |
No Comment¨(RIAD 4769)
Other explanations (please type or print clearly)
(TEXT 4769)
31
Union Bank of California, N. A. | ||
Legal Title of Bank | ||
San Francisco | ||
City | ||
CA 94104-1302 | ||
State Zip Code | ||
FDIC Certificate Number 22826 |
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for December 31, 2002
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
Dollar Amounts in Thousands | RCFD | |||||||||
ASSETS | ||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A) : | ||||||||||
a. Noninterest-bearing balances and currency and coin 1 | 0081 | 2,831,120 | 1.a. | |||||||
b. Interest-bearing balances 2 | 0071 | 271,235 | 1.b. | |||||||
2. Securities: | ||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 0 | 2.a. | |||||||
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 7,265,731 | 2.b. | |||||||
3. Federal funds sold and securities purchased under agreements to resell | ||||||||||
a.Federal funds sold in domestic offices 3 | RCON | B987 | 1,049,700 | 3.a. | ||||||
b.Securities purchased under agreements to resell | RCFD | B989 | 0 | 3.b. | ||||||
4. Loans and lease financing receivables (from Schedule RC-C): | RCFD | |||||||||
a. Loans and leases held for sale | 5369 | 54,557 | 4.a. | |||||||
b. Loans and leases, net of unearned income | B528 | 26,066,251 | 4.b. | |||||||
c. LESS: Allowance for loan and lease losses | 3123 | 579,980 | 4.c. | |||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | B529 | 25,486,271 | 4.d. | |||||||
5. Trading assets (from Schedule RC-D) | 3545 | 308,701 | 5. | |||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 490,980 | 6. | |||||||
7. Other real estate owned (from Schedule RC-M) | 2150 | 715 | 7. | |||||||
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 148 | 8. | |||||||
9. Customers’ liability to this bank on acceptances outstanding | 2155 | 62,469 | 9. | |||||||
10. Intangible assets: | ||||||||||
a. Goo | 3163 | 150,542 | 10.a. | |||||||
b. Other intangible assets (from Schedule RC-M) | 0426 | 40,717 | 10.b. | |||||||
11. Other assets (from Schedule RC-F) | 2160 | 1,590,190 | 11. | |||||||
12. Total assets (sum of items 1 through 11) | 2170 | 39,603,076 | 12. |
1 | Includes cash items in process of collection and unposted debits. |
2 | Includes time certificates of deposit not held for trading. |
3 | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
32
Schedule RC—Continued
Dollar Amounts in Thousands | ||||||||||||
LIABILITIES | ||||||||||||
13. Deposits: | ||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON | |||||||||||
2200 | 30,827,465 | 13.a. | ||||||||||
(1) Noninterest-bearing 1 | RCON | 6631 | 15,569,031 | 13.a.(1) | ||||||||
(2) Interest-bearing | RCON | 6636 | 15,258,434 | 13.a.(2) | ||||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) | RCFN | |||||||||||
2200 | 3,495,645 | 13.b. | ||||||||||
(1) Noninterest-bearing | RCFN | 6631 | 583,922 | 13.b.(1) | ||||||||
(2) Interest-bearing | RCFN | 6636 | 2,911,723 | RCFD | 13.b.(2) | |||||||
14. Federal funds purchased and securities sold under agreements to repurchase | ||||||||||||
a.Federal funds purchased in domestic offices 2 | RCON | B993 | 165,104 | 14.a. | ||||||||
b.Securities sold under agreements to repurchase 3 | RCFD | B995 | 169,275 | 14.b. | ||||||||
15. Trading liabilities (from Schedule RC-D) | RCFD | 3548 | 142,576 | 15. | ||||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | RCFD | |||||||||||
3190 | ||||||||||||
17. Not applicable | ||||||||||||
18. Bank’s liability on acceptances executed and outstanding | 2920 | 62,469 | 18. | |||||||||
19. Subordinated notes and debentures4 | 3200 | 100,000 | 19. | |||||||||
20. Other liabilities (from Schedule RC-G) | 2930 | 598,122 | 20. | |||||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 35,827,592 | 21. | |||||||||
22. Minority interest in consolidated subsidiaries | 3000 | 0 | 22. | |||||||||
EQUITY CAPITAL | ||||||||||||
23. Perpetual preferred stock and related surplus | 3838 | 0 | 23. | |||||||||
24. Common stock | 3230 | 604,577 | 24. | |||||||||
25. Surplus (exclude all surplus related to preferred stock) | 3839 | 1,077,524 | 25. | |||||||||
26. a. Retained earnings | 3632 | 1,853,403 | 26.a. | |||||||||
b. Accumulated other comprehensive income5 | B530 | 239,980 | 26.b. | |||||||||
27. Other equity capital components6 | A130 | 0 | 27. | |||||||||
28. Total equity capital (sum of items 23 through 27) | 3210 | 3,775,484 | 28. | |||||||||
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | 3300 | 39,603,076 | 29. |
Memorandum | ||||||
To be reported with the March Report of Condition. | ||||||
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001 | RCFD 6724 | Number | M.1. |
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm
4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
6 = Review of the bank’s financial statements by external auditors
7 = Compilation of the bank’s financial statements by external auditors
Other audit procedures (excluding tax preparation work)
9 = No external audit work
1 | Includes total demand deposits and noninterest-bearing time and savings deposits. |
2 | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, ‘Other borrowed money’. |
3 | Includes all securities repurchase agreements in domestic and foreign office, regardless of maturity. |
4 | Includes limited-life preferred stock and related surplus. |
5 | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. |
6 | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
33
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-A—Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
(Column A) Consolidated Bank | (Column B) | |||||||||
Dollar Amounts in Thousands | RCFD | RCON | ||||||||
1. Cash items in process of collection, unposted debits, and currency and coin | 0022 | 2,442,912 | 1. | |||||||
a. Cash items in process of collection and unposted debits | 0020 | 1,706,108 | 1.a. | |||||||
b. Currency and coin | 0080 | 736,694 | 1.b. | |||||||
2. Balances due from depository institutions in the U.S. | 0082 | 60,135 | 2. | |||||||
a. U.S. branches and agencies of foreign banks (including their IBFs) | 0083 | 21,115 | 2.a. | |||||||
b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs) | 0085 | 59,169 | 2.b. | |||||||
3. Balances due from banks in foreign countries and foreign central banks | 0070 | 19,237 | 3. | |||||||
a. Foreign branches of other U.S. banks | 0073 | 92 | 3.a. | |||||||
b. Other banks in foreign countries and foreign central banks | 0074 | 422,367 | 3.b. | |||||||
4. Balances due from Federal Reserve Banks | 0090 | 156,700 | 0090 | 134,320 | 4. | |||||
5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items 1.a and 1.b) | 0010 | 3,102,355 | 0010 | 2,656,494 | 5. |
Schedule RC-B—Securities
Exclude assets held for trading.
Held-to-maturity | Available-for-sale | |||||||||||||||||
(Column A) Amortized Cost | (Column B) Fair Value | (Column C) Amortized Cost | (Column D) Fair Value | |||||||||||||||
Dollar Amounts in Thousands | RCFD | RCFD | RCFD | RCFD | ||||||||||||||
1. U.S. Treasury securities | 0211 | 0 | 0213 | 0 | 1286 | 332,168 | 1287 | 344,389 | 1. | |||||||||
2. U.S. Government agency obligations (exclude mortgage-backed securities): | ||||||||||||||||||
a. Issued by U.S. Government agencies1 | 1289 | 0 | 1290 | 0 | 1291 | 0 | 1293 | 0 | 2.a. | |||||||||
b. Issued by U.S. Government-sponsored agencies2 | 1294 | 0 | 1295 | 0 | 1297 | 2,560,421 | 1298 | 2,687,306 | 2.b. | |||||||||
3. Securities issued by states and political subdivisions in the U.S. | 8496 | 0 | 8497 | 0 | 8498 | 42,917 | 8499 | 49,091 | 3. |
1 | Includes Small Business Administration “Guaranteed Loan Pool Certificates,” U.S. Maritime Administration obligations, and Export–Import Bank participation certificates. |
2 | Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. |
34
Schedule RC-B—Continued
Held-to-maturity | Available-for-sale | ||||||||||||||||||
(Column A) Amortized Cost | (Column B) Fair Value | (Column C) | (Column D) | ||||||||||||||||
Dollar Amounts in Thousands | RCFD | RCFD | RCFD | RCFD | |||||||||||||||
4. Mortgage-backed securities (MBS): | |||||||||||||||||||
a. Pass-through securities: | |||||||||||||||||||
(1) Guaranteed by GNMA | 1698 | 0 | 1699 | 0 | 1701 | 4,545 | 1702 | 4,963 | 4.a. | (1) | |||||||||
(2) Issued by FNMA and FHLMC | 1703 | 0 | 1705 | 0 | 1706 | 1,220,293 | 1707 | 1,294,826 | 4.a. | (2) | |||||||||
(3) Other pass-through securities | 1709 | 0 | 1710 | 0 | 1711 | 0 | 1713 | 0 | 4.a. | (3) | |||||||||
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): | |||||||||||||||||||
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA | 1714 | 0 | 1715 | 0 | 1716 | 2,678,041 | 1717 | 2,718,748 | 4.b. | (1) | |||||||||
(2) Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA | 1718 | 0 | 1719 | 0 | 1731 | 0 | 1732 | 0 | 4.b. | (2) | |||||||||
(3) All other mortgage-backed securities | 1733 | 0 | 1734 | 0 | 1735 | 41,391 | 1736 | 41,331 | 4.b. | (3) | |||||||||
5. Asset-backed securities (ABS): | |||||||||||||||||||
a. Credit card receivables | B838 | 0 | B839 | 0 | B840 | 0 | B841 | 0 | 5.a. |
| |||||||||
b. Home equity lines | B842 | 0 | B843 | 0 | B844 | 0 | B845 | 0 | 5.b. |
| |||||||||
c. Automobile loans | B846 | 0 | B847 | 0 | B848 | 0 | B849 | 0 | 5.c. |
| |||||||||
d. Other consumer loans | B850 | 0 | B851 | 0 | B852 | 0 | B853 | 0 | 5.d. |
| |||||||||
e. Commercial and industrial loans | B854 | 0 | B855 | 0 | B856 | 134,214 | B857 | 108,727 | 5.e. |
| |||||||||
f. Other | B858 | 0 | B859 | 0 | B860 | 0 | B861 | 0 | 5.f. |
| |||||||||
6. Other debt securities: | |||||||||||||||||||
a. Other domestic debt securities | 1737 | 0 | 1738 | 0 | 1739 | 458 | 1741 | 458 | 6.a. |
| |||||||||
b. Foreign debt securities | 1742 | 0 | 1743 | 0 | 1744 | 6,425 | 1746 | 6,462 | 6.b. |
| |||||||||
7. Investments in mutual funds and other equity securities with readily determinable fair values 1 | A510 | 6,258 | A511 | 9,430 | 7. |
| |||||||||||||
8. Total (sum of items 1 through 7) (total of column A must equal Schedule RC, item 2.a) (total of column D must equal Schedule RC, item 2.b) | 1754 | 0 | 1771 | 0 | 1772 | 7,027,131 | 1773 | 7,265,731 | 8. |
|
1 | Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock in Schedule RC-F, item 4. |
35
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-B—Continued
Memoranda
Dollar Amounts in Thousands | RCFD | ||||||
1. Pledged securities1 | 0416 | 2,241,986 | M.1. |
| |||
2. Maturity and repricing data for debt securiti1, 2 (excluding those in nonaccrual status): | |||||||
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of:3, 4 | |||||||
(1) Three months or less | A549 | 204,919 | M.2.a. | (1) | |||
(2) Over three months through 12 months | A550 | 159,370 | M.2.a. | (2) | |||
(3) Over one year through three years | A551 | 1,862,313 | M.2.a. | (3) | |||
(4) Over three years through five years | A552 | 939,303 | M.2.a. | (4) | |||
(5) Over five years through 15 years | A553 | 20,954 | M.2.a. | (5) | |||
(6) Over 15 years | A554 | 9,574 | M.2.a. | (6) | |||
b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date3. | |||||||
(1) Three months or less | A555 | 0 | M.2.b. | (1) | |||
(2) Over three months through 12 months | A556 | 3,322 | M.2.b. | (2) | |||
(3) Over one year through three years | A557 | 27,470 | M.2.b. | (3) | |||
(4) Over three years through five years | A558 | 28,129 | M.2.b. | (4) | |||
(5) Over five years through 15 years | A559 | 1,240,868 | M.2.b. | (5) | |||
(6) Over 15 years | A560 | 0 | M.2.b. | (6) | |||
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of:6 | |||||||
(1) Three years or less | A561 | 616,323 | M.2.c. | (1) | |||
(2) Over three years | A562 | 2,143,756 | M.2.c. | (2) | |||
d. Memorandum items 2.a through 2.c above) | A248 | 543,795 | M.2.d. |
| |||
3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer) | 1778 | 0 | M.3. |
| |||
4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6): | |||||||
a. Amortized cost | 8782 | 0 | M.4.a. |
| |||
b. Fair value | 8783 | 0 | M.4.b. |
|
1 | Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value. |
2 | Exclude investments in mutual funds and other equity securities with readily determinable fair values. |
3 | Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date. |
4 | Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. |
5 | Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. |
6 | Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage-backed securities” included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D. |
36
Schedule RC-C—Loans and Lease Financing Receivables
Part I. Loans and Leases
Do not deduct the allowance for loan and lease losses from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) other loans and leases, net of unearned income. Report loans and leases net of any applicable allocated transfer risk reserve. Exclude assets held for trading and commercial paper.
(Column A) Consolidated Bank | (Column B) | |||||||||
Dollar Amounts in Thousands | RCFD | RCON | ||||||||
1. Loans secured by real estate | 1410 | 13,512,819 | 1. | |||||||
a. | 1415 | 1,225,336 | 1.a. | |||||||
b. Secured by farmland (including farm residential and other improvements) | 1420 | 22,419 | 1.b. | |||||||
c. Secured by 1-4 family residential properties: | ||||||||||
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit | 1797 | 956,832 | 1.c.(1) | |||||||
(2) Closed-end loans secured by 1-4 family residential properties: | ||||||||||
(a) Secured by first liens | 5367 | 6,481,203 | 1.c.(2)(a) | |||||||
(b) Secured by junior liens | 5368 | 430,799 | 1.c.(2)(b) | |||||||
d. Secured by multifamily (5 or more) residential properties | 1460 | 571,047 | 1.d. | |||||||
e. Secured by nonfarm nonresidential properties | 1480 | 3,824,211 | 1.e. | |||||||
2. Loans to depository institutions and acceptances of other banks: | ||||||||||
a. To commercial banks in the U.S | B531 | 304,378 | 2.a. | |||||||
(1) To U.S. branches and agencies of foreign banks | B532 | 315,878 | 2.a.(1) | |||||||
(2) To other commercial banks in the U.S. | B533 | 0 | 2.a.(2) | |||||||
b. To other depository institutions in the U.S. | B534 | 24,242 | B534 | 24,242 | 2.b. | |||||
c. To banks in foreign countries | B535 | 278,333 | 2.c. | |||||||
(1) To foreign branches of other U.S. banks | B536 | 0 | 2.c.(1) | |||||||
(2) To other banks in foreign countries | B537 | 1,081,712 | 2.c.(2) | |||||||
3. | 1590 | 239,534 | 1590 | 239,534 | 3. | |||||
4. Commercial and industrial loans: | ||||||||||
a. To U.S. addressees (domicile) | 1763 | 9,256,483 | 1763 | 9,241,483 | 4.a. | |||||
b. To non-U.S. addressees (domicile) | 1764 | 270,093 | 1764 | 65,046 | 4.b. | |||||
5. Not applicable | ||||||||||
6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): | ||||||||||
a. Credit cards | B538 | 0 | B538 | 0 | 6.a. | |||||
b. Other revolving credit plans | B539 | 145,775 | B539 | 145,775 | 6.b. | |||||
c. Other consumer loans (includes single payment, installment, and all student loans) | 2011 | 462,744 | 2011 | 462,252 | 6.c. | |||||
7. Loans to foreign governments and official institutions (including foreign central banks) | 2081 | 40,956 | 2081 | 0 | 7. | |||||
8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. | 2107 | 12,990 | 2107 | 12,990 | 8. | |||||
9. Other loans | 1563 | 564,812 | 9. | |||||||
a. Loans for purchasing or carrying securities (secured and unsecured) | 1545 | 15,417 | 9.a. | |||||||
b. All other loans (exclude consumer loans) | 1564 | 491,973 | 9.b. | |||||||
10. Lease financing receivables (net of unearned income) | 2165 | 237,670 | 10. | |||||||
a. Of U.S. addressees (domicile) | 2182 | 237,670 | 10.a. | |||||||
b. Of non-U.S. addressees (domicile) | 2183 | 0 | 10.b. | |||||||
11. LESS: Any unearned income on loans reflected in items 1-9 above | 2123 | 44,900 | 2123 | 44,639 | 11. | |||||
12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule RC, sum of items 4.a and 4.b) | 2122 | 26,120,808 | 2122 | 24,986,301 | 12. |
37
Schedule RC-C—Continued
Part I. Continued
Memoranda
Dollar Amounts in Thousands | RCFD | |||||
1. Loans and leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other personal expenditures) | 1616 | 0 | M.1. | |||
2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): | ||||||
a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of:1, 2 | RCON | |||||
(1) Three months or less | A564 | 137,111 | M.2.a.(1) | |||
(2) Over three months through 12 months | A565 | 251,534 | M.2.a.(2) | |||
(3) Over one year through three years | A566 | 683,769 | M.2.a.(3) | |||
(4) Over three years through five years | A567 | 2,764,670 | M.2.a.(4) | |||
(5) Over five years through 15 years | A568 | 2,021,743 | M.2.a.(5) | |||
(6) Over 15 years | A569 | 622,352 | M.2.a.(6) | |||
b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date1, 3 | RCFD | |||||
(1) Three months or less | A570 | 12,108,113 | M.2.b.(1) | |||
(2) Over three months through 12 months | A571 | 3,388,823 | M.2.b.(2) | |||
(3) Over one year through three years | A572 | 1,199,960 | M.2.b.(3) | |||
(4) Over three years through five years | A573 | 810,457 | M.2.b.(4) | |||
(5) Over five years through 15 years | A574 | 1,737,586 | M.2.b.(5) | |||
(6) Over 15 years | A575 | 139,195 | M.2.b.(6) | |||
c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) | A247 | 7,182,105 | M.2.c. | |||
3. Loans to finance commercial real estate, construction, and land development activities(not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, colum4 | 2746 | 122,513 | M.3. | |||
RCON | ||||||
4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B) | 5370 | 5,027,022 | M.4. | |||
RCFD | ||||||
5. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, part I, item 1, column A) | B837 | 972 | M.5. |
1 | Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date. |
2 | Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total closed-end loans secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item 1.c.(2)(a), column B. |
3 | Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, part I, sum of items 1 through10, column A, minus total closed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B. |
4 | Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A. |
38
Schedule RC-C—Continued
Part II. Loans to Small Businesses and Small Farms
Schedule RC-C, Part II is to be reported only with the June Report of Condition.
Report the number and amount currently outstanding as of June 30 of business loans with “original amounts” of $1,000,000 or less and farm loans with “original amounts” of $500,000 or less. The following guidelines should be used to determine the “original amount” of a loan: (1) For loans drawn down under lines of credit or loan commitments, the “original amount” of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the “original amount” is the amount currently outstanding on the report date. (2) For loan participations and syndications, the “original amount” of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the “original amount” is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger.
Loans to Small Businesses
RCON | YES | NO | ||||||
1.Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” in domestic offices reported in Schedule RC-C, part I, item 1.e, column B, and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans to U.S. addressees” in domestic offices reported in Schedule RC-C, part I, item 4.a, column B, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the box marked “NO.”) | 6999 | 1. | ||||||
If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5. | ||||||||
If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. | ||||||||
If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5. |
Number of Loans | ||||||
2. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: | ||||||
a. “Loans secured by nonfarm nonresidential properties” in domestic offices reported in Schedule RC-C, part I, item 1.e, column B (Note: Item 1.e, column B, divided by the number of loans should NOT exceed $100,000.) | RCON | |||||
5562 | 0 | 2.a. | ||||
b. “Commercial and industrial loans to U.S. addressees” in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (Note: Item 4.a, column B, divided by the number of loans should NOT exceed $100,000.) | 5563 | 0 | 2.b. |
Dollar Amounts in Thousands | (Column A) Number of Loans | (Column B) Amount Currently Outstanding | ||||||||
3. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties” in domestic offices reported in Schedule RC-C, part I, item 1.e, column B (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, part I, item 1.e, column B): | RCON | RCON | ||||||||
a. With original amounts of $100,000 or less | 5564 | 0 | 5565 | 0 | 3.a. | |||||
b. With original amounts of more than $100,000 through $250,000 | 5566 | 0 | 5567 | 0 | 3.b. | |||||
c. With original amounts of more than $250,000 through $1,000,000 | 5568 | 0 | 5569 | 0 | 3.c. | |||||
4. Number and amount currently outstanding of “Commercial and industrial loans to U.S. addressees” in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (sum of items 4.a through 4.c must be less than or equal to Schedule RC-C, part I, item 4.a, column B): | RCON | RCON | ||||||||
a. With original amounts of $100,000 or less | 5570 | 0 | 5571 | 0 | 4.a. | |||||
b. With original amounts of more than $100,000 through $250,000 | 5572 | 0 | 5573 | 0 | 4.b. | |||||
c. With original amounts of more than $250,000 through $1,000,000 | 5574 | 0 | 5575 | 0 | 4.c. |
39
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-C—Continued
Part II. Continued
Agricultural Loans to Small Farms
RCON | YES | NO | ||||||
5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by farmland (including farm residential and other improvements)” in domestic offices reported in Schedule RC-C, part I, item 1.b, column B, and all or substantially all of the dollar volume of your bank’s “Loans to finance agricultural production and other loans to farmers” in domestic offices reported in Schedule RC-C, part I, item 3, column B, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the box marked “NO.”) | 6860 | 5. | ||||||
If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. | ||||||||
If NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. | ||||||||
If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8. |
Number of Loans | ||||||
RCON | ||||||
6. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: | ||||||
a. “Loans secured by farmland (including farm residential and other improvements)” in domestic offices reported in Schedule RC-C, part I, item 1.b, column B (Note: Item 1.b, column B, divided by the number of loans should NOT exceed $100,000.) | 5576 | 0 | 6.a. | |||
b. “Loans to finance agricultural production and other loans to farmers” in domestic offices reported in Schedule RC-C, part I, item 3, column B (Note: Item 3, column B, divided by the number of loans should NOT exceed $100,000.) | 5577 | 0 | 6.b. |
Dollar Amounts in Thousands | (Column A) Number of Loans | (Column B) Amount Currently Outstanding | ||||||
7. Number and amount currently outstanding of “Loans secured by farmland (including farm residential and other improvements)” in domestic offices reported in Schedule RC-C, part I, item 1.b, column B (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, part I, item 1.b, column B): | RCON | RCON | ||||||
a. With original amounts of $100,000 or less | 5578 | 0 | 5579 | 0 7.a. | ||||
b. With original amounts of more than $100,000 through $250,000 | 5580 | 0 | 5581 | 0 7.b. | ||||
c. With original amounts of more than $250,000 through $500,000 | 5582 | 0 | 5583 | 0 7.c. | ||||
8. Number and amount currently outstanding of “Loans to finance agricultural production and other loans to farmers” in domestic offices reported in Schedule RC-C, part I, item 3, column B (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, part I, item 3, column B): | ||||||||
a. With original amounts of $100,000 or less | 5584 | 0 | 5585 | 0 8.a. | ||||
b. With original amounts of more than $100,000 through $250,000 | 5586 | 0 | 5587 | 0 8.b. | ||||
c. With original amounts of more than $250,000 through $500,000 | 5588 | 0 | 5589 | 0 8.c. |
40
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-D—Trading Assets and Liabilities
Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.
Dollar Amounts in Thousands | RCON | |||||||
ASSETS | ||||||||
1. U.S. Treasury securities in domestic offices | 3531 | 1,031 | 1. | |||||
2. U.S. Government agency obligations in domestic offices (exclude mortgage-backed securities) | 3532 | 30,442 | 2. | |||||
3. Securities issued by states and political subdivisions in the U.S. in domestic offices | 3533 | 4,624 | 3. | |||||
4. Mortgage-backed securities (MBS) in domestic offices: | ||||||||
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA | 3534 | 0 | 4.a. | |||||
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS) | 3535 | 0 | 4.b. | |||||
c. All other mortgage-backed securities | 3536 | 0 | 4.c. | |||||
5. Other debt securities in domestic offices | 3537 | 0 | 5. | |||||
6. - 8. Not applicable | ||||||||
9. Other trading assets in domestic offices | 3541 | 123,690 | 9. | |||||
10. Trading assets in foreign offices | RCFN | 3542 | 0 | 10. | ||||
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity contracts: | ||||||||
a. In domestic offices | RCON | 3543 | 147,474 | 11.a. | ||||
b. In foreign offices | RCFN | 3543 | 1,440 | 11.b. | ||||
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) | RCFD | 3545 | 308,701 | 12. | ||||
RCFD | ||||||||
LIABILITIES | ||||||||
13. Liability for short positions | 3546 | 0 | 13. | |||||
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity contracts | 3547 | 142,576 | 14. | |||||
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15) | 3548 | 142,576 | 15. |
41
Schedule RC-E—Deposit Liabilities
Part I. Deposits in Domestic Offices
Transaction Accounts | Nontransaction Accounts | |||||||||||||
(Column A) Total transaction accounts (including total demand deposits) | (Column B) Memo: Total demand deposits (included in column A) | (Column C) Total nontransaction accounts (including MMDAs) | ||||||||||||
Dollar Amounts in Thousands | RCON | RCON | RCON | |||||||||||
Deposits of: | ||||||||||||||
1. Individuals, partnerships, and corporations (include all certified and official checks) | B549 | 7,048,429 | B550 | 21,568,115 | 1. | |||||||||
2. U.S. Government | 2202 | 78,062 | 2520 | 0 | 2. | |||||||||
3. States and political subdivisions in the U.S. | 2203 | 312,834 | 2530 | 1,049,926 | 3. | |||||||||
4. Commercial banks and other depository institutions in the U.S | B551 | 670,939 | B552 | 1,633 | 4. | |||||||||
5. Banks in foreign countries | 2213 | 97,527 | 2236 | 0 | 5. | |||||||||
6. Foreign governments and official institutions (including foreign central banks) | 2216 | 0 | 2377 | 0 | 6. | |||||||||
7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a) | 2215 | 8,207,791 | 2210 | 6,953,259 | 2385 | 22,619,674 | 7. |
Memoranda
Dollar Amounts in Thousands | RCON | |||||
1. Selected components of total deposits (i.e., sum of item 7, columns A and C): | ||||||
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts | 6835 | 502,383 | M.1.a. | |||
b. Total brokered deposits | 2365 | 0 | M.1.b. | |||
c. Fully insured brokered deposits (included in Memorandum item 1.b above): | ||||||
(1) Issued in denominations of less than $100,000 | 2343 | 0 | M.1.c.(1) | |||
(2) | ||||||
$100,000 and participated out by the broker in shares of $100,000 or less | 2344 | 0 | M.1.c.(2) | |||
d. Maturity data for brokered deposits: | ||||||
(1) Brokered deposits issued in denominations of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(1) above) | A243 | 0 | M.1.d.(1) | |||
(2) Brokered deposits issued in denominations of $100,000 or more with a remaining maturity of one year or less (included in Memorandum item 1.b above) | A244 | 0 | M.1.d.(2) | |||
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) (to be completed for the December report only) | 5590 | 1,329,401 | M.1.e. | |||
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C above): | ||||||
a. Savings deposits: | ||||||
(1) Money market deposit accounts (MMDAs) | 6810 | 16,629,720 | M.2.a.(1) | |||
(2) Other savings deposits (excludes MMDAs) | 0352 | 1,913,057 | M.2.a.(2) | |||
b. Total time deposits of less than $100,000 | 6648 | 1,698,448 | M.2.b. | |||
c. Total time deposits of $100,000 or more | 2604 | 2,378,449 | M.2.c. |
42
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-E—Continued
Part I. Continued
Memoranda (continued)
Dollar Amounts in Thousands | RCON | |||||
3. Maturity and repricing data for time deposits of less than $100,000: | ||||||
a. Time deposits of less than $100,000 with a remaining maturit… next repricing date of:1, 2 | ||||||
(1) Three months or less | A579 | 787,187 | M.3.a.(1) | |||
(2) Over three months through 12 months | A580 | 645,467 | M.3.a.(2) | |||
(3) Over one year through three years | A581 | 175,108 | M.3.a.(3) | |||
(4) Over three years | A582 | 90,686 | M.3.a.(4) | |||
b. | ||||||
or less (included in Memorandum items 3.a.(1) through 3.a.(4) abo…3 | A241 | 1,384,121 | M.3.b. | |||
4. Maturity and repricing data for time deposits of $100,000 or more: | ||||||
a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of:1, 4 | ||||||
(1) Three months or less | A584 | 1,519,828 | M.4.a.(1) | |||
(2) Over three months through 12 months | A585 | 542,653 | M.4.a.(2) | |||
(3) Over one year through three years | A586 | 266,199 | M.4.a.(3) | |||
(4) Over three years | A587 | 49,769 | M.4.a.(4) | |||
b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) through 4.a.(4) abo… 3 | A242 | 2,059,017 | M.4.b. |
1 | Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. |
2 | Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E, Memorandum item 2.b. |
3 | Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year. |
4 | Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c. |
Part II. Deposits in Foreign Offices (including Edge and
Agreement subsidiaries and IBFs)
Dollar Amounts in Thousands | RCFN | |||||
Deposits of: | ||||||
1. Individuals, partnerships, and corporations | B553 | 2,008,082 | 1. | |||
2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions | B554 | 484 | 2. | |||
3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs) | 2625 | 1,481,125 | 3. | |||
4. Foreign governments and official institutions (including foreign central banks) | 2650 | 5,954 | 4. | |||
5. U.S. Government and states and political subdivisions in the U.S | B555 | 0 | 5. | |||
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 13.b) | 2200 | 3,495,645 | 6. |
Memorandum
Dollar Amounts in Thousands | RCFN | |||||
1. Time deposits with a remaining maturity of one year or less (included in Part II, item 6 above) | A245 | 2,910,381 | M.1. |
43
Schedule RC-F—Other Assets
Dollar Amounts in Thousands | RCFD | |||||||||
1. Accrued interest receivable1 | B556 | 188,450 | 1. | |||||||
2. Net deferred tax assets2 | 2148 | 0 | 2. | |||||||
3. Interest-only strips receivable (not in the form of a security)3 on: | ||||||||||
a. Mortgage loans | A519 | 0 | 3.a. | |||||||
b. Other financial assets | A520 | 0 | 3.b. | |||||||
4. Equity securities that DO NOT have readily determinable fair values4 | 1752 | 49,625 | 4. | |||||||
5. Other (itemize and describe amounts greater than $25,000 that exceed 25% of this item) | 2168 | 1,352,115 | 5. | |||||||
a. Prepaid expenses | 2166 | 0 | 5.a. | |||||||
b. Cash surrender value of life insurance | C009 | 0 | 5.b. | |||||||
c. Repossessed personal property (including vehicles) | 1578 | 0 | 5.c. | |||||||
d. Derivatives with a positive fair value held for purposes other than trading | C010 | 170,881 | 5.d. | |||||||
e. TEXT 3549 | 3549 | 0 | 5.e. | |||||||
f. TEXT 3550 | 3550 | 0 | 5.f. | |||||||
g. TEXT 3551 | 3551 | 0 | 5.g. | |||||||
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11) | 2160 | 1,590,190 | 6. |
Schedule RC-G—Other Liabilities
Dollar Amounts in Thousands | RCON | |||||||||
a. Interest accrued and unpaid on deposits in domestic offices5 | 3645 | 14,138 | 1.a. | |||||||
b. Other expenses accrued and unpaid (includes accrued income taxes payable) | RCFD | |||||||||
3646 | 244,009 | 1.b. | ||||||||
2. Net deferred tax liabilities2 | 3049 | 871 | 2. | |||||||
3. Allowance for credit losses on off-balance sheet credit exposures | B557 | 0 | 3. | |||||||
4. Other (itemize and describe amounts greater than $25,000 that exceed 25% of this item) | 2938 | 339,104 | 4. | |||||||
a. Accounts payable | 3066 | 85,198 | 4.a. | |||||||
b. Deferred compensation liabilities | C011 | 0 | 4.b. | |||||||
c. Dividends declared but not yet payable | 2932 | 0 | 4.c. | |||||||
d. Derivatives with a negative fair value held for purposes other than trading | C012 | 443 | 4.d. | |||||||
e. TEXT 3552 | 3552 | 0 | 4.e. | |||||||
f. TEXT 3553 | 3553 | 0 | 4.f. | |||||||
g. TEXT 3554 | 3554 | 0 | 4.g. | |||||||
5. Total (sum of items 1 through 4 ) (must equal Schedule RC, item 20) | 2930 | 598,122 | 5. |
1 | Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. |
2 | See discussion of deferred income taxes in Glossary entry on “income taxes.” |
3 | Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. |
4 | Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock. |
5 | For savings banks, include “dividends” accrued and unpaid on deposits. |
44
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-H—Selected Balance Sheet Items for Domestic Offices
Dollar Amounts in Thousands | Domestic Offices | |||||
RCON | ||||||
1. Customers’ liability to this bank on acceptances outstanding | 2155 | 50,208 | 1. | |||
2. Bank’s liability on acceptances executed and outstanding | 2920 | 50,208 | 2. | |||
3. Securities purchased under agreements to resell | B989 | 0 | 3. | |||
4. Securities sold under agreements to repurchase | B995 | 169,275 | 4. | |||
5. Other borrowed money | 3190 | 266,936 | 5. | |||
EITHER | ||||||
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs | 2163 | 0 | 6. | |||
OR | ||||||
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs | 2941 | 1,915,741 | 7. | |||
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) | 2192 | 37,980,691 | 8. | |||
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs) | 3129 | 32,289,466 | 9. | |||
RCON | ||||||
In items 10–17, report the amortized (historical) cost of both held-to-maturity and available-for-sale securities in domestic offices. | ||||||
10. U.S. Treasury securities | 1039 | 332,168 | 10. | |||
11. U.S. Government agency obligations (exclude mortgage-backed securities) | 1041 | 2,560,421 | 11. | |||
12. Securities issued by states and political subdivisions in the U.S. | 1042 | 42,917 | 12. | |||
13. Mortgage-backed securities (MBS): | ||||||
a. Pass-through securities: | ||||||
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA | 1043 | 1,224,838 | 13.a.(1) | |||
(2) Other pass-through securities | 1044 | 0 | 13.a.(2) | |||
b. | ||||||
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA | 1209 | 2,678,041 | 13.b.(1) | |||
(2) All other mortgage-backed securities | 1280 | 41,391 | 13.b.(2) | |||
14. Other domestic debt securities (include domestic asset-backed securities) | 1281 | 134,672 | 14. | |||
15. Foreign debt securities (include foreign asset-backed securities) | 1282 | 0 | 15. | |||
16. Investments in mutual funds and other equity securities with readily determinable fair values | A510 | 6,258 | 16. | |||
17. Total amortized (historical) cost of both held-to-maturity and available-for-sale securities (sum of items 10 through 16) | 1374 | 7,020,706 | 17. | |||
18. Equity securities that do not have readily determinable fair values | 1752 | 49,532 | 18. |
Schedule RC-I—Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other “foreign” offices.
Dollar Amounts in Thousands | ||||||
RCFN | ||||||
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) | 2133 | 602,580 | 1. | |||
2. Total IBF liabilities (component of Schedule RC, item 21) | 2898 | 201,091 | 2. |
45
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-K—Quarterly Averages1
Dollar Amounts in Thousands | RCFD | |||||||
ASSETS | ||||||||
1. Interest-bearing balances due from depository institutions | 3381 | 149,544 | 1. | |||||
2. U.S. Treasury securities and U.S. Government agency obligations2 (excluding mortgage backed-securities) | B558 | 2,696,776 | 2. | |||||
3. Mortgage-backed securities2 | B559 | 3,223,010 | 3. | |||||
4. All other securities2,3 (includes securities issued by states and political subdivisions in the U.S.) | B560 | 220,915 | 4. | |||||
5. Federal funds sold and securities purchased under agreements to resell | 3365 | 925,253 | 5. | |||||
6. Loans: | ||||||||
a. Loans in domestic offices: | RCON | |||||||
(1) Total loans | 3360 | 24,421,536 | 6.a.(1) | |||||
(2) Loans secured by real estate | 3385 | 13,117,054 | 6.a.(2) | |||||
(3) Loans to finance agricultural production and other loans to farmers | 3386 | 241,000 | 6.a.(3) | |||||
(4) Commercial and industrial loans | 3387 | 9,577,655 | 6.a.(4) | |||||
(5) | ||||||||
(a) Credit cards | B561 | 225 | 6.a.(5)(a) | |||||
(b) | ||||||||
credit plans other than credit cards) | B562 | 628,351 | 6.a.(5)(b) | |||||
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs | RCFN | 3360 | 1,084,104 | 6.b. | ||||
7. Trading assets | RCFD | 3401 | 367,161 | 7. | ||||
8. Lease and financing receivables (net of unearned income) | RCFD | 3484 | 255,537 | 8. | ||||
9. Total assets4 | RCFD | 3368 | 37,208,388 | 9. | ||||
LIABILITIES | ||||||||
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits) | RCON | |||||||
3485 | 1,738,927 | 10. | ||||||
11. Nontransaction accounts in domestic offices: | ||||||||
a. Savings deposits (includes MMDAs) | B563 | 17,939,060 | 11.a. | |||||
b. Time deposits of $100,000 or more | A514 | 2,460,571 | 11.b. | |||||
c. Time deposits of less than $100,000 | A529 | 1,780,945 | 11.c. | |||||
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs | RCFN | 3404 | 2,824,783 | 12. | ||||
13. Federal funds purchased and securities sold under agreements to repurchase | RCFD | 3353 | 322,394 | 13. | ||||
14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) | RCFD | 3355 | 249,241 | 14. |
1 | For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). |
2 | Quarterly averages for all debt securities should be based on amortized cost. |
3 | Quarterly averages for all equity securities should be based on historical cost. |
4 | The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost. |
46
Schedule RC-L—Derivatives and Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.
Dollar Amounts in Thousands | RCFD | |||||||||
1. Unused commitments: | ||||||||||
a. Revolving, open-end lines secured by 1—4 family residential properties, e.g., home equity lines | 3814 | 1,456,374 | 1.a. | |||||||
b. Credit card lines | 3815 | 0 | 1.b. | |||||||
c. Commercial real estate, construction, and land development: | ||||||||||
(1) Commitments to fund loans secured by real estate | 3816 | 883,404 | 1.c.(1) | |||||||
(2) Commitments to fund loans not secured by real estate | 6550 | 18,426 | 1.c.(2) | |||||||
d. Securities underwriting | 3817 | 0 | 1.d. | |||||||
e. Other unused commitments | 3818 | 10,422,303 | 1.e. | |||||||
2. Financial standby letters of credit and foreign office guarantees | 3819 | 2,409,207 | 2. | |||||||
a. Amount of financial standby letters of credit conveyed to others | 3820 | 218,130 | 2.a. | |||||||
3. Performance standby letters of credit and foreign office guarantees | 3821 | 324,803 | 3. | |||||||
a. Amount of performance standby letters of credit conveyed to others | 3822 | 32,009 | 3.a. | |||||||
4. Commercial and similar letters of credit | 3411 | 279,653 | 4. | |||||||
5. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank | 3428 | 63,084 | 5. | |||||||
6. Securities lent (including customers’ securities lent where the customer is indemnified against loss by the reporting bank) | 3433 | 1,520,848 | 6. | |||||||
7.Credit derivatives: | ||||||||||
a.Notional amount of credit derivatives on which the reporting bank is the guarantor | A534 | 0 | 7.a. | |||||||
(1)Gross positive fair value | C219 | 0 | 7.a.(1) | |||||||
(2)Gross negative fair value | C220 | 0 | 7.a.(2) | |||||||
b.Notional amount of credit derivatives on which the reporting bank is the beneficiary | A535 | 0 | 7.b. | |||||||
(1)Gross positive fair value | C221 | 0 | 7.b.(1) | |||||||
(2)Gross negative fair value | C222 | 0 | 7.b.(2) | |||||||
8. Spot foreign exchange contracts | 8765 | 254,225 | 8. | |||||||
9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, “Total equity capital”) | 3430 | 0 | 9. | |||||||
a. Securities borrowed | 3432 | 0 | 9.a. | |||||||
b. Commitments to purchase when-issued securities | 3434 | 0 | 9.b. | |||||||
c. TEXT 3555 | 3555 | 0 | 9.c. | |||||||
d. TEXT 3556 | 3556 | 0 | 9.d. | |||||||
e. TEXT 3557 | 3557 | 0 | 9.e. | |||||||
10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, “Total equity capital”) | 5591 | 0 | 10. | |||||||
a. Commitments to sell when-issued securities | 3435 | 0 | 10.a. | |||||||
b. TEXT 5592 | 5592 | 0 | 10.b. | |||||||
c. TEXT 5593 | 5593 | 0 | 10.c. | |||||||
d. TEXT 5594 | 5594 | 0 | 10.d. | |||||||
e. TEXT 5595 | 5595 | 0 | 10.e. | |||||||
RCFD | ||||||||||
11.Year-to-date merchant credit card sales volume: | ||||||||||
a.Sales for which the reporting bank is the acquiring bank | C223 | 2,931,742 | 11.a. | |||||||
b.Sales for which the reporting bank is the agent bank with risk | C224 | 0 | 11.b. |
47
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-L—Continued
Dollar Amounts in Thousands | (Column A) Interest Rate Contracts | (Column B) Foreign Exchange Contracts | (Column C) Equity Derivative Contracts | (Column D) Commodity and Other Contracts | ||||||
Derivatives Position Indicators | ||||||||||
12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14): | ||||||||||
a. Futures contracts | RCFD 8693 0 | RCFD 8694 0 | RCFD 8695 0 | RCFD 8696 0 | 12. a. | |||||
b. Forward contracts | RCFD 8697 0 | RCFD 8698 1,756,783 | RCFD 8699 0 | RCFD 8700 0 | 12.b. | |||||
c. Exchange-traded option contracts: | ||||||||||
(1) Written options | RCFD 8701 0 | RCFD 8702 38,854 | RCFD 8703 0 | RCFD 8704 0 | 12.c.(1) | |||||
(2) Purchased options | RCFD 8705 0 | RCFD 8706 38,854 | RCFD 8707 0 | RCFD 8708 0 | 12.c.(2) | |||||
d. Over-the-counter option contracts: | ||||||||||
(1) Written options | RCFD 8709 2,486,341 | RCFD 8710 0 | RCFD 8711 0 | RCFD 8712 0 | 12.d.(1) | |||||
(2) Purchased options | RCFD 8713 4,436,341 | RCFD 8714 0 | RCFD 8715 0 | RCFD 8716 0 | 12.d.(2) | |||||
e. Swaps | RCFD 3450 8,139,783 | RCFD 3826 102,878 | RCFD 8719 0 | RCFD 8720 0 | 12.e. | |||||
13. Total gross notional amount of derivative contracts held for trading | RCFD A126 8,482,465 | RCFD A127 1,916,196 | RCFD 8723 0 | RCFD 8724 0 | 13. | |||||
14. Total gross notional amount of derivative contracts held for purposes other than trading | RCFD 8725 6,580,000 | RCFD 8726 21,173 | RCFD 8727 0 | RCFD 8728 0 | 14. | |||||
a. Interest rate swaps where the bank has agreed to pay a fixed rate | RCFD A589 0 | 14.a | ||||||||
15. Gross fair values of derivative contracts: | ||||||||||
a. Contracts held for trading: | ||||||||||
(1) Gross positive fair value | RCFD 8733 201,391 | RCFD 8734 40,559 | RCFD 8735 0 | RCFD 8736 0 | 15.a.(1) | |||||
(2) Gross negative fair value | RCFD 8737 193,515 | RCFD 8738 41,711 | RCFD 8739 0 | RCFD 8740 0 | 15.a.(2) | |||||
b. Contracts held for purposes other than trading: | ||||||||||
(1) Gross positive fair value | RCFD 8741 170,373 | RCFD 8742 508 | RCFD 8743 0 | RCFD 8744 0 | 15.b.(1) | |||||
(2) Gross negative fair value | RCFD 8745 443 | RCFD 8746 0 | RCFD 8747 0 | RCFD 8748 0 | 15.b.(2) |
48
Schedule RC-M—Memoranda
Dollar Amounts in Thousands | RCFD | |||||||||||||
1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: | ||||||||||||||
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests | 6164 | 128,861 | 1.a. | |||||||||||
Number | ||||||||||||||
b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent of total capital as defined for this purpose in agency regulations | 6165 | 2 | 1.b. | |||||||||||
2. Intangible assets other than goodwill: | ||||||||||||||
a. Mortgage servicing assets | 3164 | 2,199 | 2.a. | |||||||||||
(1) Estimated fair value of mortgage servicing assets | A590 | 2,673 | 2.a.(1) | |||||||||||
b. Purchased credit card relationships and nonmortgage servicing assets | B026 | 0 | 2.b. | |||||||||||
c. All other identifiable intangible assets | 5507 | 38,518 | 2.c. | |||||||||||
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) | 0426 | 40,717 | 2.d. | |||||||||||
3. Other real estate owned: | ||||||||||||||
a. Direct and indirect investments in real estate ventures | 5372 | 0 | 3.a. | |||||||||||
b. All other real estate owned: | RCON | |||||||||||||
(1) Construction, land development, and other land in domestic offices | 5508 | 0 | 3.b.(1) | |||||||||||
(2) Farmland in domestic offices | 5509 | 0 | 3.b.(2) | |||||||||||
(3) 1 - 4 family residential properties in domestic offices | 5510 | 715 | 3.b.(3) | |||||||||||
(4) Multifamily (5 or more) residential properties in domestic offices | 5511 | 0 | 3.b.(4) | |||||||||||
(5) Nonfarm nonresidential properties in domestic offices | 5512 | 0 | 3.b.(5) | |||||||||||
(6) In foreign offices | RCFN | 5513 | 0 | 3.b.(6) | ||||||||||
RCFD | ||||||||||||||
c. Total (sum of items 3.a and 3.b (must equal Schedule RC, item 7) | 2150 | 715 | 3.c. | |||||||||||
4. Investments in unconsolidated subsidiaries and associated companies: | ||||||||||||||
a. Direct and indirect investments in real estate ventures | 5374 | 0 | 4.a. | |||||||||||
b. All other investments in unconsolidated subsidiaries and associated companies | 5375 | 148 | 4.b. | |||||||||||
c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) | 2130 | 148 | 4.c. | |||||||||||
5. Other borrowed money: | ||||||||||||||
a. Federal Home Loan Bank advances: | ||||||||||||||
(1) With a remaining maturity of one year or less1 | 2651 | 0 | 5.a.(1) | |||||||||||
(2) With a remaining maturity of more than one year through three years | B565 | 0 | 5.a.(2) | |||||||||||
(3) With a remaining maturity of more than three years | B566 | 0 | 5.a.(3) | |||||||||||
b. Other borrowings: | ||||||||||||||
(1) With a remaining maturity of one year or less | B571 | 211,282 | 5.b.(1) | |||||||||||
(2) With a remaining maturity of more than one year through three years | B567 | 13,873 | 5.b.(2) | |||||||||||
(3) With a remaining maturity of more than three years | B568 | 41,781 | 5.b.(3) | |||||||||||
c. Total (sum of items 5.a.(1) through 5.b.(3) (must equal Schedule RC, item 16) | 3190 | 266,936 | 5.c. |
Yes | No | |||||||||
6. Does the reporting bank sell private label or third party mutual funds and annuities? | B569 | X | 6. | |||||||
RCFD | ||||||||||
7. Assets under the reporting bank’s management in proprietary mutual funds and annuities | B570 | 0 | 7. |
1 | Includes overnight Federal Home Loan Bank advances. |
49
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets
(Column A) | (Column B) | (Column C) Nonaccrual | |||||||||||||
Dollar Amounts in Thousands | RCON | RCON | RCON | ||||||||||||
1. Loans secured by real estate: | |||||||||||||||
a. Construction, land development, and other land loans in domestic offices | 2759 | 888 | 2769 | 679 | 3492 | 0 | 1.a. |
| |||||||
b. Secured by farmland in domestic offices | 3493 | 0 | 3494 | 0 | 3495 | 0 | 1.b. |
| |||||||
c. Secured by 1—4 family residential properties in domestic offices: | |||||||||||||||
(1) Revolving, open-end loans secured by 1—4 family residential properties and extended under lines of credit | 5398 | 5,111 | 5399 | 386 | 5400 | 0 | 1.c. | (1) | |||||||
(2) Closed-end loans secured by 1—4 family residential properties: | |||||||||||||||
(a) Secured by first Liens | C236 | 37,129 | C237 | 3,211 | C229 | 24 | 1.c. | (2)(a) | |||||||
(b) Secured by junior liens | C238 | 2,370 | C239 | 388 | C230 | 18,225 | 1.c. | (2)(b) | |||||||
d. Secured by multifamily (5 or more) residential properties in domestic offices | 3499 | 272 | 3500 | 0 | 3501 | 0 | 1.d. |
| |||||||
e. Secured by nonfarm nonresidential properties in domestic offices | 3502 | 17,552 | 3503 | 506 | 3504 | 16,822 | 1.e. |
| |||||||
RCFN | RCFN | RCFN | |||||||||||||
f. In foreign offices | B572 | 0 | B573 | 0 | B574 | 0 | 1.f. |
| |||||||
2. Loans to depository institutions and acceptances of other banks: | |||||||||||||||
a. To U.S. banks and other U.S. depository institutions | RCFD | RCFD | RCFD | ||||||||||||
5377 | 0 | 5378 | 5379 | 0 | 2.a. |
| |||||||||
b. To foreign banks | 5380 | 0 | 5381 | 0 | 5382 | 0 | 2.b. |
| |||||||
3. Loans to finance agricultural production and other loans to farmers | 1594 | 701 | 1597 | 0 | 1583 | 2,039 | 3. |
| |||||||
4. Commercial and industrial loans: | |||||||||||||||
a. To U.S. addressees (domicile) | 1251 | 32,786 | 1252 | 1,694 | 1253 | 242,094 | 4.a. |
| |||||||
b. To non-U.S. addressees (domicile) | 1254 | 0 | 1255 | 0 | 1256 | 0 | 4.b. |
| |||||||
5. Loans to individuals for household, family, and other personal expenditures: | |||||||||||||||
a. Credit cards | B575 | 0 | B576 | 0 | B577 | 0 | 5.a. |
| |||||||
b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) | B578 | 9,802 | B579 | 985 | B580 | 0 | 5.b. |
| |||||||
6. Loans to foreign governments and official institutions | 5389 | 0 | 5390 | 0 | 5391 | 0 | 6. |
| |||||||
7. All other loans | 5459 | 3,213 | 5460 | 11 | 5461 | 21,191 | 7. |
| |||||||
8. Lease financing receivables: | |||||||||||||||
a. Of U.S. addressees (domicile) | 1257 | 1,831 | 1258 | 314 | 1259 | 0 | 8.a. |
| |||||||
b. Of non-U.S. addressees (domicile) | 1271 | 0 | 1272 | 0 | 1791 | 0 | 8.b. |
| |||||||
9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) | 3505 | 0 | 3506 | 0 | 3507 | 0 | 9. |
|
50
Schedule RC-N—Continued
Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8.
(Column A) Past due 30 through 89 days and still accruing | (Column B) Past due 90 days or more and still accruing | (Column C) Nonaccrual | ||||||||||||
Dollar Amounts in Thousands | RCFD | RCFD | RCFD | |||||||||||
10. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. Government | 5612 | 0 | 5613 | 0 | 5614 | 0 | 10. | |||||||
a. Guaranteed portion of loans and leases included in item 10 above | 5615 | 0 | 5616 | 0 | 5617 | 0 | 10.a. | |||||||
(Column A) Past due 30 through 89 days and still accruing | (Column B) Past due 90 days or more and still accruing | (Column C) Nonaccrual | ||||||||||||
Memoranda | ||||||||||||||
Dollar Amounts in Thousands | RCFD | RCFD | RCFD | |||||||||||
1. Restructured loans and leases included in Schedule RC-N, items 1 through 8, above (and not reported in Schedule RC-C, Part I, Memorandum item 1) | 1658 | 0 | 1659 | 0 | 1661 | 0 | M.1. | |||||||
2. Loans to finance commercial real estate, construction, and landdevelopment activities (not secured by real estate)included in Schedule RC-N, items 4 and 7, above | 6558 | 0 | 6559 | 0 | 6560 | 0 | M.2. | |||||||
3. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-N, item 1, above) | 1248 | 0 | 1249 | 0 | 1250 | 0 | M.3. | |||||||
4. Not applicable | ||||||||||||||
5.Loans and leases held for sale (included in Schedule RC-N, items 1 through 8, above) | C240 | 0 | C241 | 0 | C226 | 0 | M.5. | |||||||
(Column A) Past due 30 through 89 days | (Column B) Past due 90 days or more | |||||||||||||
RCFD | RCFD | |||||||||||||
6. Interest rate, foreign exchange rate, and other commodity and equity contracts: | ||||||||||||||
Fair value of amounts carried as assets | 3529 | 0 | 3530 | 0 | M.6. |
Person to whom questions about the Reports of Condition and Income should be directed:
Carmen Wong, Vice President
Name and Title (TEXT 8901)
carmen.wong_at_uboc.com
E-mail Address (TEXT 4086)
415-765-2326 | 415-765-2230 | |
Telephone: Area code/phone number/extension (TEXT 8902) | FAX: Area code/phone number (TEXT 9116) |
51
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments
Dollar Amounts in Thousands | RCON | |||||
1. Unposted debits (see instructions): | ||||||
a. Actual amount of all unposted debits | 0030 | 0 | 1.a. | |||
OR | ||||||
b. Separate amount of unposted debits: | ||||||
(1) Actual amount of unposted debits to demand deposits | 0031 | 0 | 1.b.(1) | |||
(2) Actual amount of unposted debits to time and savings deposits1 | 0032 | 0 | 1.b.(2) | |||
2. Unposted credits (see instructions): | ||||||
a. Actual amount of all unposted credits | 3510 | 4,177 | 2.a. | |||
OR | ||||||
b. Separate amount of unposted credits: | ||||||
(1) Actual amount of unposted credits to demand deposits | 3512 | 0 | 2.b.(1) | |||
(2) Actual amount of unposted credits to time and savings deposits1 | 3514 | 0 | 2.b.(2) | |||
3. Uninvested trust funds (cash) held in bank’s own trust department (not included in total deposits in domestic offices) | 3520 | 0 | 3. | |||
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions (not included in total deposits): | ||||||
a. Demand deposits of consolidated subsidiaries | 2211 | 2,880 | 4.a. | |||
b. Time and savings deposits1 of consolidated subsidiaries | 2351 | 0 | 4.b. | |||
c. Interest accrued and unpaid on deposits of consolidated subsidiaries | 5514 | 0 | 4.c. | |||
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: | ||||||
a. Demand deposits in insured branches (included in Schedules RC-E, Part II) | 2229 | 0 | 5.a. | |||
b. Time and savings deposits1 in insured branches (included in Schedule RC-E, Part II) | 2383 | 0 | 5.b. | |||
c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1.b.) | 5515 | 0 | 5.c. | |||
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank: | ||||||
a. | ||||||
column B) | 2314 | 0 | 6.a. | |||
b. Amount reflected in time and savings deposits1 (included in Schedule RC-E, Part I, item 7, column A or C, but not column B) | 2315 | 0 | 6.b. | |||
7. Unamortized premiums and discounts on time and savings deposits:1, 2 | ||||||
a. Unamortized premiums | 5516 | 0 | 7.a. | |||
b. Unamortized discounts | 5517 | 0 | 7.b. | |||
8.To be completed by banks with “Oakar deposits.” | ||||||
a. Deposits purchased or acquired from other FDIC-insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): | ||||||
(1) Total deposits purchased or acquired from other FDIC-insured institutions during the quarter | A531 | 0 | 8.a.(1) | |||
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attributable to BIF) | A532 | 0 | 8.a.(2) | |||
b. Total deposits sold or transferred to other FDIC-insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions) | A533 | 0 | 8.b. |
1 | For FDIC insurance and FICO assessment purposes, “time and savings deposits” consists of nontransaction accounts and all transaction accounts other than demand deposits. |
2 | Exclude core deposit intangibles. |
52
Schedule RC-O—Continued
Dollar Amounts in Thousands | RCON | |||||
9. Deposits in lifeline accounts | 5596 | 9. | ||||
10. Benefit-responsive ‘Depository Institution Investment Contracts’ (included in total deposits in domestic offices) | 8432 | 0 | 10. | |||
11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances: | ||||||
a. Amount by which demand deposits would be reduced if the reporting bank’s reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis | 8785 | 0 | 11.a. | |||
b. Amount by which demand deposits would be increased if the reporting bank’s reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and U.S. territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis | A181 | 0 | 11.b. | |||
c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank’s net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions in Schedule RC-E | A182 | 0 | 11.c. | |||
12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): | ||||||
a. Amount of assets netted against demand deposits | A527 | 0 | 12.a. | |||
b. Amount of assets netted against time and savings deposits | A528 | 0 | 12.b. |
Memoranda(to be completed each quarter except as noted)
Dollar Amounts in Thousands | RCON | |||||||||
1. Total deposits in domestic offices of the bankand in insured branches in Puerto Rico and U.S. territories and possessions (sum of Memorandum items 1.a.(1) and 1.b.(1) must eq…the sum of Schedule RC, item 13.a, and Schedule RC-O, items 5.a and 5.b) | ||||||||||
a. Deposit account of $100,000 or less: | ||||||||||
(1)Amount of deposit accounts of $100,000 or less | 2702 | 9,158,333 | M.1.a.(1) | |||||||
Number | ||||||||||
(2)Number of deposit accounts of $100,000 or less (to be completed for the June report only) | 3779 | 0 | M.1.a.(2) | |||||||
b. Deposit accounts of more than $100,000: | ||||||||||
(1)Amount of deposit accounts of more than $100,000 | 2710 | 21,669,132 | M.1.b.(1) | |||||||
Number | ||||||||||
(2)Number of deposit accounts of more than $100,000 | M.1.b.(2) | |||||||||
2722 | 34,322 | |||||||||
2.Memorandum item 2 is to be completed by all banks | ||||||||||
5597 | 13,212,913 | M.2 | ||||||||
3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank’s or parent saving association’s Call Report or Thrift Financial Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: | ||||||||||
RCON | FDIC Cert No. | |||||||||
TEXT A545 | A545 | M.3. |
53
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-R—Regulatory Capital
Dollar Amounts in Thousands | RCFD | |||||
Tier 1 capital | ||||||
1. Total equity capital (from Schedule RC, item 28) | 3210 | 3,775,484 | 1. | |||
2. LESS: Net unrealized gains (losses) on available-for-sale securities1 (if a gain, report as a positive value; if a loss, report as a negative value) | 8434 | 147,336 | 2. | |||
3. LESS: Net unrealized loss on available-for-saleEQUITY securities1 (report loss as a positive value) | A221 | 0 | 3. | |||
4. LESS: Accumulated net gains (losses) on cash flow hedges1 (if a gain, report as a positive value; if a loss, report as a negative value) | 4336 | 104,368 | 4. | |||
5. LESS: Nonqualifying perpetual preferred stock | B588 | 0 | 5. | |||
6. Qualifying minority interests in consolidated subsidiaries | B589 | 0 | 6. | |||
7. LESS: Disallowed goodwill and other disallowed intangible assets | B590 | 189,060 | 7. | |||
8.Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) | C227 | 3,334,720 | 8. | |||
9. a. LESS: Disallowed servicing assets and purchased credit card relationships | B591 | 0 | 9.a. | |||
b. LESS: Disallowed deferred tax assets | 5610 | 0 | 9.b. | |||
10. Other additions to (deductions from ) Tier 1 capital | B592 | 0 | 10. | |||
11. Tier 1 capital(sum of items 8 and 10 less items 9.a and 9.b) | 8274 | 3,334,720 | 11. | |||
Tier 2 capital | ||||||
12. Qualifying subordinated debt and redeemable preferred stock | 5306 | 80,000 | 12. | |||
13. Cumulative perpetual preferred stock includible in Tier 2 capital | B593 | 0 | 13. | |||
14. Allowance for loan and lease losses includible in Tier 2 capital | 5310 | 404,210 | 14. | |||
15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital | 2221 | 0 | 15. | |||
16. Other Tier 2 capital components | B594 | 0 | 16. | |||
17. Tier 2 capital (sum of items 12 through 16) | 5311 | 484,210 | 17. | |||
18. Allowable Tier 2 capital (lesser of item 11 or 17) | 8275 | 484,210 | 18. | |||
19. Tier 3 capital allocated for market risk | 1395 | 0 | 19. | |||
20. LESS: Deductions for total risk-based capital | B595 | 148 | 20. | |||
21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) | 3792 | 3,818,782 | 21. | |||
Total assets for leverage ratio | ||||||
22. Average total assets (from Schedule RC-K, item 9) | 3368 | 37,208,388 | 22. | |||
23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) | B590 | 189,060 | 23. | |||
24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above) | B591 | 0 | 24. | |||
25. LESS: Disallowed deferred tax assets (from item 9.b above) | 5610 | 0 | 25. | |||
26. LESS: Other deductions from assets for leverage capital purposes | B596 | 0 | 26. | |||
27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) | A224 | 37,019,328 | 27. | |||
Adjustments for financial subsidiaries | ||||||
28. a.Adjustment to Tier 1 capital reported in item 11 | C228 | 0 | 28.a. | |||
b. Adjustment to total risk-based capital reported in item 21 | B503 | 0 | 28.b. | |||
29. Adjustment to risk-weighted assets reported in item 62 | B504 | 0 | 29. | |||
30. Adjustment to average total assets reported in item 27 | B505 | 0 | 30. |
Capital ratios | ||||||||||
(Column B is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries.) | (Column A) | (Column B) | ||||||||
RCFD | Percentage | RCFD | Percentage | |||||||
31. Tier 1 leverage ratio2 | 7273 | 0.00 | 7204 | 9.01 | 31. | |||||
32. Tier 1 risk-based capital ratio3 | 7274 | 0.00 | 7206 | 10.37 | 32. | |||||
33. Total risk-based capital ratio4 | 7275 | 0.00 | 7205 | 11.87 | 33. |
1 | Report amount included in Schedule RC, item 26.b, “Accumulated other comprehensive income.” |
2 | The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus one half of item 28 divided by (item 27 minus item 30). |
3 | The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus one half of item 28 divided by (item 62 minus item 29). |
4 | The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28 divided by (item 62 minus item 29). |
54
Schedule RC-R—Continued
Banks are not required to risk-weight each on-balance sheet asset and the credit equivalent amount of each off-balance sheet item that qual [ILLEGIBLE] 100 percent (50 percent for derivatives) at its lower risk weight. When completing items 34 through 54 of Sch[ILLEGIBLE] risk-weight analysis it wishes to perform. In other words, a bank can choose from among its assets and off-balance sheet items that have a r [ILLEGIBLE] which ones to risk-weight at an appropriate lower risk weight, or it can simply risk-weight some or all of these items at a 100 percent risk weight (50 perc [ILLEGIBLE]
(Column A) Totals (from Schedule RC) | (Column B) Items Not Subject to Risk-Weighting | (Column C) | (Column D) | (Column E) | (Column F) | |||||||||
Allocation by Risk Weight Category | ||||||||||||||
Dollar Amounts in Thousands | 0% | 20% | 50% | 100% | ||||||||||
Balance Sheet Asset Categories | ||||||||||||||
34. Cash and balances due from depository institutions (Column A equals the sum of Schedule RC, items 1.a and 1.b) | RCFD 0010 3,102,355 | RCFD B600 893,500 | RCFD B601 2,208,855 | RCFD B602 0 | 34. | |||||||||
35. Held-to-maturity securities | RCFD 1754 0 | RCFD B603 0 | RCFD B604 0 | RCFD B605 0 | RCFD B606 0 | RCFD B607 0 | 35. | |||||||
36. Available-for-sale securities | RCFD 1773 7,265,731 | RCFD B608 238,600 | RCFD B609 336,713 | RCFD B610 6,484,386 | RCFD B611 58,677 | RCFD B612 147,355 | 36. | |||||||
37. Federal funds sold and securities purchased under agreements to resell | RCFD C225 1,049,700 | RCFD C063 0 | RCFD C064 1,049,700 | RCFD B520 0 | 37. | |||||||||
38. Loans and leases held for sale | RCFD 5369 54,557 | RCFD B617 0 | RCFD B618 0 | RCFD B619 0 | RCFD B620 0 | RCFD B621 54,557 | 38. | |||||||
39. Loans and leases, net of unearned income1 | RCFD B528 26,066,251 | RCFD B622 0 | RCFD B623 118,887 | RCFD B624 1,540,064 | RCFD B625 7,163,657 | RCFD B626 17,243,643 | 39. | |||||||
40. LESS: Allowance for loan and lease losses | RCFD 3123 579,980 | RCFD 3123 579,980 | 40. | |||||||||||
41. Trading assets | RCFD 3545 308,701 | RCFD B627 148,914 | RCFD B628 1,031 | RCFD B629 90,089 | RCFD B630 4,624 | RCFD B631 64,043 | 41. | |||||||
42. All other assets2 | RCFD B639 2,335,761 | RCFD B640 359,558 | RCFD B641 69,748 | RCFD B642 57,802 | RCFD B643 426 | RCFD 5339 1,848,227 | 42. | |||||||
43. Total assets (sum of items 34 through 42) | RCFD 2170 39,603,076 | RCFD B644 167,092 | RCFD 5320 1,419,879 | RCFD 5327 11,430,896 | RCFD 5334 7,227,384 | RCFD 5340 19,357,825 | 43. |
1 | Include any allocated transfer risk reserve in column B. |
2 | Includes premises and fixed assets, other real estate owned, inve[ILLEGIBLE] and other assets. |
55
Schedule RC-R—Continued
(Column A) Face Value or Notional Amount | Credit Conversion Factor | (Column B) Credit Equivalent Amount1 | (Column C) | (Column D) | (Column E) | (Column F) | ||||||||||
Allocation by Risk Weight Category | ||||||||||||||||
Dollar Amounts in Thousands | 0% | 20% | 50% | 100% | ||||||||||||
Derivatives and Off- Balance Sheet Items | ||||||||||||||||
44. Financial standby letters of credit | RCFD B546 2,409,207 | 1.00 or 12.5 2 | RCFD B547 2,409,207 | RCFD B548 0 | RCFD B581 229,976 | RCFD B582 0 | RCFD B583 2,179,231 | 44. | ||||||||
45. Performance standby letters of credit | RCFD 3821 324,803 | .50 | RCFD B650 162,402 | RCFD B651 0 | RCFD B652 16,069 | RCFD B653 0 | RCFD B654 146,332 | 45. | ||||||||
46. Commercial and similar letters of credit | RCFD 3411 279,653 | .20 | RCFD B655 55,931 | RCFD B656 713 | RCFD B657 17,243 | RCFD B658 0 | RCFD B659 37,975 | 46. | ||||||||
47. Risk participations in bankers acceptances acquired by the reporting institution | RCFD 3429 63,084 | 1.00 | RCFD B660 63,084 | RCFD B661 0 | RCFD B662 0 | RCFD B663 63,084 | 47. | |||||||||
48. Securities lent | RCFD 3433 1,520,848 | 1.00 | RCFD B664 1,520,848 | RCFD B665 1,520,848 | RCFD B666 0 | RCFD B667 0 | RCFD B668 0 | 48. | ||||||||
49. Retained recourse on small business obligations sold with recourse | RCFD A250 0 | 1.00 | RCFD B669 0 | RCFD B670 0 | RCFD B671 0 | RCFD B672 0 | RCFD B673 0 | 49. | ||||||||
50. Recourse and direct credit substitutes (other than financial standby letters of credit) subject to the low-level exposure rule and residual interests subject to a dollar-for-dollar capital requirement | RCFD B541 0 | 12.503 | RCFD B542 0 | RCFD B543 0 | 50. | |||||||||||
51. All other financial assets sold with recourse | RCFD B675 0 | 1.00 | RCFD B676 0 | RCFD B677 0 | RCFD B678 0 | RCFD B679 0 | RCFD B680 0 | 51. | ||||||||
52. All other off-balance sheet liabilities | RCFD B681 0 | 1.00 | RCFD B682 0 | RCFD B683 0 | RCFD B684 0 | RCFD B685 0 | RCFD B686 0 | 52. | ||||||||
53. Unused commitments with an original maturity exceeding one year | RCFD 3833 8,938,198 | .50 | RCFD B687 4,469,099 | RCFD B688 0 | RCFD B689 0 | RCFD B690 0 | RCFD B691 4,469,099 | 53. | ||||||||
54. Derivative contracts | RCFD A167 395,171 | RCFD B693 0 | RCFD B694 222,811 | RCFD B695 172,360 | 54. |
1 | Column A multiplied by credit conversion factor. |
2 | For financial standby letters of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.5 or an institution-specific factor. For other financial standby letters of credit, use a credit conversion factor of 1.00. See instructions for further information. |
3 | Or institution-specific factor. |
56
Schedule RC-R—Continued
(Column C) | (Column D) | (Column E) | (Column F) | |||||||
Allocation by Risk Weight Category | ||||||||||
Dollar Amounts in Thousands | 0% | 20% | 50% | 100% | ||||||
Totals | ||||||||||
RCFD B696 | RCFD B697 | RCFD B698 | RCFD B699 | |||||||
55. Total assets, derivatives, and off-balance sheet items by risk weight category (for each column, sum of items 43 through 54) | 2,941,440 | 11,916,995 | 7,399,744 | 26,253,546 | 55. | |||||
56. Risk weight factor | × 0% | × 20% | × 50% | × 100% | 56. | |||||
RCFD B700 | RCFD B701 | RCFD B702 | RCFD B703 | |||||||
57. Risk-weighted assets by risk weight category (for each column, item 55 multiplied by item 56) | 0 | 2,383,399 | 3,699,872 | 26,253,546 | 57. | |||||
RCFD 1651 | ||||||||||
58. Market risk equivalent assets | 0 | 58. | ||||||||
RCFD B704 | ||||||||||
59. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58) | 32,336,817 | 59. | ||||||||
RCFD A222 | ||||||||||
60. LESS: Excess allowance for loan and lease losses | 175,770 | 60. | ||||||||
RCFD 3128 | ||||||||||
61. LESS: Allocated transfer risk reserve | 0 | 61. | ||||||||
RCFD A223 | ||||||||||
62. Total risk-weighted assets (item 59 minus items 60 and 61) | 32,161,047 | 62. |
Memoranda
Dollar Amounts in Thousands | RCFD | |||||
1. Current credit exposure across all derivative contracts covered by the risk-based capital standards | 8764 | 320,192 | M.1. |
With a remaining maturity of | ||||||||||||||
(Column A) One year or less | (Column B) Over one year through five years | (Column C) Over five years | ||||||||||||
RCFD | RCFD | RCFD | ||||||||||||
2. Notional principal amounts of derivative contrac...1 | ||||||||||||||
a. Interest rate contracts | 3809 | 3,061,678 | 8766 | 8,293,308 | 8767 | 1,221,138 | M.2.a. | |||||||
b. Foreign exchange contracts | 3812 | 1,660,639 | 8769 | 71,208 | 8770 | 0 | M.2.b. | |||||||
c. Gold contracts | 8771 | 0 | 8772 | 0 | 8773 | 0 | M.2.c. | |||||||
d. Other precious metals contracts | 8774 | 0 | 8775 | 0 | 8776 | 0 | M.2.d. | |||||||
e. Other commodity contracts | 8777 | 0 | 8778 | 0 | 8779 | 0 | M.2.e. | |||||||
f. Equity derivative contracts | A000 | 0 | A001 | 0 | A002 | 0 | M.2.f. |
1 | Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts. |
57
Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-S—Servicing, Securitization, and Asset Sale Activities
Dollar Amounts in Thousands | (Column A) 1-4 Family Residential Loans | (Column B) Home Equity Lines | (Column C) Credit Card Receivables | (Column D) Auto Loans | (Column E) Other Consumer Loans | (Column F) Commercial and Industrial Loans | (Column G) All Other Loans and All Leases | |||||||||
Bank Securitization Activities | ||||||||||||||||
1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit enhancements | RCFD B705 0 | RCFD B706 0 | RCFD B707 0 | RCFD B708 0 | RCFD B709 0 | RCFD B710 0 | RCFD B711 0 | 1. | ||||||||
2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1 in the form of: | ||||||||||||||||
a. Retained interest—only strips (included in Schedules RC-B or RC-F or in Schedule RC, item 5) | RCFD B712 0 | RCFD B713 0 | RCFD B714 0 | RCFD B715 0 | RCFD B716 0 | RCFD B717 0 | RCFD B718 0 | 2.a. | ||||||||
b. Standby letters of credit, sub-ordinated securities, and other enhancements | RCFD B719 0 | RCFD B720 0 | RCFD B721 0 | RCFD B722 0 | RCFD B723 0 | RCFD B724 0 | RCFD B725 0 | 2.b. | ||||||||
3. Reporting bank’s unused commitments to provide liquidity to structures reported in item 1 | RCFD B726 0 | RCFD B727 0 | RCFD B728 0 | RCFD B729 0 | RCFD B730 0 | RCFD B731 0 | RCFD B732 0 | 3. | ||||||||
4. Past due loan amounts included in item 1: | ||||||||||||||||
a. 30-89 days past due | RCFD B733 0 | RCFD B734 0 | RCFD B735 0 | RCFD B736 0 | RCFD B737 0 | RCFD B738 0 | RCFD B739 0 | 4.a. | ||||||||
b. 90 days or more past due | RCFD B740 0 | RCFD B741 0 | RCFD B742 0 | RCFD B743 0 | RCFD B744 0 | RCFD B745 0 | RCFD B746 0 | 4.b. | ||||||||
5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): | ||||||||||||||||
a. Charge-offs | RIAD B747 0 | RIAD B748 0 | RIAD B749 0 | RIAD B750 0 | RIAD B751 0 | RIAD B752 0 | RIAD B753 0 | 5.a. | ||||||||
b. Recoveries | RIAD B754 0 | RIAD B755 0 | RIAD B756 0 | RIAD B757 0 | RIAD B758 0 | RIAD B759 0 | RIAD B760 0 | 5.b. |
58
Schedule RC-S—Continued
Dollar Amounts in Thousands | (Column A) 1–4 Family Residential Loans | (Column B) Home Equity Lines | (Column C) Credit Card Receivables | (Column D) Auto Loans | (Column E) Other Consumer Loans | (Column F) Commercial and Industrial Loans | (Column G) All Other Loans and All Leases | |||||||||
6. Amount of ownership (or seller’s) interests carried as: | ||||||||||||||||
RCFD B761 | RCFD B762 | RCFD B763 | ||||||||||||||
a. Securities (included in Schedule RC-B or in Schedule RC, item 5) | 0 | 0 | 0 | 6.a. | ||||||||||||
RCFD B50 | RCFD B501 | RCFD B502 | ||||||||||||||
b. Loans (included in Schedule RC-C) | 0 | 0 | 0 | 6.b. | ||||||||||||
7. Past due loan amounts included in interests reported in item 6.a: | ||||||||||||||||
RCFD B764 | RCFD B765 | RCFD B766 | ||||||||||||||
a. 30– 89 days past due | 0 | 0 | 0 | 7.a. | ||||||||||||
RCFD B767 | RCFD B768 | RCFD B769 | ||||||||||||||
b. 90 days or more past due | 0 | 0 | 0 | 7.b. | ||||||||||||
8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date): | ||||||||||||||||
RIAD B770 | RIAD B771 | RIAD B772 | ||||||||||||||
a. Charge-offs | 0 | 0 | 0 | 8.a. | ||||||||||||
RIAD B773 | RIAD B774 | RIAD B775 | ||||||||||||||
b. Recoveries | 0 | 0 | 0 | 8.b. | ||||||||||||
For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions | ||||||||||||||||
RCFD B776 | RCFD B777 | RCFD B778 | RCFD B779 | RCFD B780 | RCFD B781 | RCFD B782 | ||||||||||
9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions’ securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 9. | ||||||||
RCFD B783 | RCFD B784 | RCFD B785 | RCFD B786 | RCFD B787 | RCFD B788 | RCFD B789 | ||||||||||
10. Reporting bank’s unused commitments to provide liquidity to other institutions’ securitization structures | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 10. |
59
Schedule RC-S—Continued
Dollar Amounts in Thousands | (Column A) 1– 4 Family Residential Loans | (Column B) Home Equity Lines | (Column C) Credit Card Receivables | (Column D) Auto Loans | (Column E) Other Consumer Loans | (Column F) Commercial and Industrial Loans | (Column G) All Other Loans and All Leases | |||||||||
Bank Asset Sales | ||||||||||||||||
RCFD B790 | RCFD B791 | RCFD B792 | RCFD B793 | RCFD B794 | RCFD B795 | RCFD B796 | ||||||||||
11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting bank | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 11. | ||||||||
RCFD B797 | RCFD B798 | RCFD B799 | RCFD B800 | RCFD B801 | RCFD B802 | RCFD B803 | ||||||||||
12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to assets reported in item 11 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 12. |
Memoranda
Dollar Amounts in Thousands | RCFD | |||||
1. Small business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994: | ||||||
a. Outstanding principal balance | A249 | 0 | M.1.a. | |||
b. Amount of retained recourse on these obligations as of the report date | A250 | 0 | M.1.b. | |||
2. Outstanding principal balance of assets serviced for others: | ||||||
a. 1—4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements | B804 | 0 | M.2.a. | |||
b. 1—4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancem[ILLEGIBLE] | B805 | 624,727 | M.2.b. | |||
c. Other financial assets1 | A591 | 0 | M.2.c. | |||
3. Asset-backed commercial paper conduits: | ||||||
a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: | ||||||
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company | B806 | 0 | M.3.a.(1) | |||
(2) Conduits sponsored by other unrelated institutions | B807 | 0 | M.3.a.(2) | |||
b. Unused commitments to provide liquidity to conduit structures: | ||||||
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company | B808 | 0 | M.3.b.(1) | |||
(2) Conduits sponsored by other unrelated institutions | B809 | 0 | M.3.b.(2) |
1 | Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million. |
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Union Bank of California, N. A.
Legal Title of Bank
FDIC Certificate Number 22826
Schedule RC-T—Fiduciary and Related Services
Items 12 through 23 and Memorandum item 4 will not be made available to the public on an individual institution basis. | ||||||||
RCFD | Yes | No | ||||||
1. Does the institution have fiduciary powers? (If “NO,” do not complete Schedule RC-T.) | A345 | X | 1. | |||||
RCFD | Yes | No | ||||||
2. Does the institution exercise the fiduciary powers it has been granted? | A346 | X | 2. | |||||
RCFD | Yes | No | ||||||
3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)? | B867 | X | 3. |
If the answer to item 3 is “YES,” complete the applicable items of Schedule RC-T, as follows:
Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceding calendar year must complete:
—Items 4 through 19.a quarterly,
—Items 20 through 23 annually with the December report, and
—Memorandum items 1 through 4 annually with the December report.
Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:
—Items 4 through 23 annually with the December report, and
—Memorandum items 1 through 4 annually with the December report.
Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:
—Items 4 through 11 annually with the December report, and
—Memorandum items 1 through 3 annually with the December report.
Dollar Amounts in Thousands | (Column A) Managed Assets | (Column B) Non-Managed Assets | (Column C) Number of Managed Accounts | (Column D) Number of Non-Managed Accounts | ||||||
FIDUCIARY AND RELATED ASSETS | ||||||||||
RCFD B868 | RCFD B869 | RCFD B870 | RCFD B871 | |||||||
4. Personal trust and agency accounts | 4,125,141 | 680,199 | 4,621 | 235 | 4. | |||||
5. Retirement related trust and agency accounts: | ||||||||||
RCFD B872 | RCFD B873 | RCFD B874 | RCFD B875 | |||||||
a. Employee benefit-defined contribution | 2,126,583 | 4,088,014 | 94 | 2,480 | 5.a. | |||||
RCFD B876 | RCFD B877 | RCFD B878 | RCFD B879 | |||||||
b. Employee benefit-defined benefit | 1,645,261 | 21,472,199 | 92 | 966 | 5.b. | |||||
RCFD B880 | RCFD B881 | RCFD B882 | RCFD B883 | |||||||
c. Other retirement accounts | 409,339 | 3,352,758 | 321 | 2,091 | 5.c. | |||||
RCFD B884 | RCFD B885 | RCFD C001 | RCFD C002 | |||||||
6. Corporate trust and agency accounts | 32,064 | 15,793,669 | 7 | 1,196 | 6. | |||||
RCFD B886 | RCFD B888 | |||||||||
7. Investment management agency accounts | 2,829,024 | 336 | 7. | |||||||
RCFD B890 | RCFD B891 | RCFD B892 | RCFD B893 | |||||||
8. Other fiduciary accounts | 63,670 | 154,100 | 3 | 47 | 8. |
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Schedule RC-T—Continued
(Column A) | (Column B) | (Column C) | (Column D) | |||||||
Dollar Amounts in Thousands | ||||||||||
FIDUCIARY AND RELATED ASSETS—Continued | ||||||||||
RCFD B894 | RCFD B895 | RCFD B896 | RCFD B897 | |||||||
9. Total fiduciary accounts (sum of items 4 through 8) | 11,231,082 | 45,540,939 | 5,474 | 7,015 | 9. | |||||
RCFD B898 | RCFD B899 | |||||||||
10. Custody and safekeeping accounts | 74,140,512 | 6,070 | 10. | |||||||
RCFN B900 | RCFN B901 | RCFN B902 | RCFN B903 | |||||||
11. Fiduciary accounts held in foreign | 0 | 0 | 0 | 0 | 11. |
Dollar Amounts in Thousands | RIAD | |||||||||
FIDUCIARY AND RELATED SERVICES INCOME | ||||||||||
12. Personal trust and agency accounts | B904 | 31,342 | 12. | |||||||
13. Retirement related trust and agency accounts: | ||||||||||
a. Employee benefit-defined contribution | B905 | 21,881 | 13.a. | |||||||
b. Employee benefit-defined benefit | B906 | 18,615 | 13.b. | |||||||
c. Other retirement accounts | B907 | 1,325 | 13.c. | |||||||
14. Corporate trust and agency accounts | A479 | 7,842 | 14. | |||||||
15. Investment management agency accounts | B908 | 6,549 | 15. | |||||||
16. Other fiduciary accounts | A480 | 8 | 16. | |||||||
17. Custody and safekeeping accounts | B909 | 26,422 | 17. | |||||||
18. Other fiduciary and related services income | B910 | 5,856 | 18. | |||||||
19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a) | 4070 | 119,840 | 19. | |||||||
a. Fiduciary and related services income— foreign offices (included in item 19) | B912 | 0 | 19.a | |||||||
20. Less: Expenses | C058 | 106,189 | 20. | |||||||
21. Less: Net losses from fiduciary and related services | A488 | 899 | 21. | |||||||
22. Plus: Intracompany income credits for fiduciary and related services | B911 | 0 | 22. | |||||||
23. Net fiduciary and related services income | A491 | 12,752 | 23. |
Memoranda
| Managed Assets | |||||
Dollar Amounts in Thousands | RCFD | |||||
1. Managed assets held in personal trust and agency accounts: | ||||||
a. Noninterest-bearing deposits | B913 | 0 | M.1.a. | |||
b. Interest-bearing deposits | B914 | 6,034 | M.1.b. | |||
c. U.S. Treasury and U.S. Government agency obligations | B915 | 246,613 | M.1.c. | |||
d. State, county and municipal obligations | B916 | 701,843 | M.1.d. | |||
e. Money market mutual funds | B917 | 456,073 | M.1.e. | |||
f. Other short-term obligations | B918 | 20,427 | M.1.f. | |||
g. Other notes and bonds | B919 | 275,812 | M.1.g. | |||
h. Common and preferred stocks | B920 | 2,197,177 | M.1.h. | |||
i. Real estate mortgages | B921 | 0 | M.1.i. | |||
j. Real estate | B922 | 22,133 | M.1.j. | |||
k. Miscellaneous assets | B923 | 199,029 | M.1.k. | |||
l. Total managed assets held in personal trust and agency accounts (sum of Memorandum items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A) | B868 | 4,125,141 | M.1.l. |
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Schedule RC-T—Continued
Memoranda—Continued
| (Column A) | (Column B) | ||||||
Dollar Amounts in Thousands | RCFD | |||||||
2. Corporate trust and agency accounts: | RCFD B928 | |||||||
a. Corporate and municipal trusteeships | B927 | 761 | 15,018,679 | M.2.a. | ||||
b. Transfer agent, registrar, paying agent, and other corporate agency | B929 | 442 | M.2.b. |
Dollar Amounts in Thousands | (Column A) | (Column B) | ||||||||
RCFD | RCFD | |||||||||
3. Collective investment funds and common trust funds: | ||||||||||
a. Domestic equity | B931 | 17 | B932 | 167,805 | M.3.a. | |||||
b. International/Global equity | B933 | 0 | B934 | 0 | M.3.b. | |||||
c. Stock/Bond blend | B935 | 4 | B936 | 16,291 | M.3.c. | |||||
d. Taxable bond | B937 | 3 | B938 | 150,393 | M.3.d. | |||||
e. Municipal bond | B939 | 2 | B940 | 51,742 | M.3.e. | |||||
f. Short term investments/Money market | B941 | 2 | B942 | 590,189 | M.3.f. | |||||
g. Specialty/Other | B943 | 1 | B944 | 582,304 | M.3.g. | |||||
h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) | B945 | 29 | B946 | 1,558,724 | M.3.h. |
(Column A) | (Column B) | (Column C) | ||||||||||||
Dollar Amounts in Thousands | RIAD | RIAD | RIAD | |||||||||||
4. Fiduciary settlements, surcharges, and other losses: | ||||||||||||||
a. Personal trust and agency accounts | B947 | 62 | B948 | 0 | B949 | 0 | M.4.a. | |||||||
b. Retirement related trust and agency accounts | B950 | 18 | B951 | 432 | B952 | 2 | M.4.b. | |||||||
c. Investment management agency accounts | B953 | 0 | B954 | 0 | B955 | 0 | M.4.c. | |||||||
d. Other fiduciary accounts and related services | B956 | 0 | B957 | 489 | B958 | 100 | M.4.d. | |||||||
e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 21) | B959 | 80 | B960 | 921 | B961 | 102 | M.4.e. |
Person to whom questions about Schedule RC-T—Fiduciary and Related Services should be directed:
| ||
Carmen Wong | ||
Name and Title (TEXT B962) | ||
carmen.wong_at_uboc.com | ||
E-mail Address (TEXT B926) | ||
415-765-2326 | 415-765-2230 | |
Telephone: Area code/phone number/extension (TEXT B963) | FAX: Area code/phone number (TEXT B964) |
63
FDIC Certificate Number 22826
Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on December 31, 2002
Union Bank of California, N. A. | San Francisco , | CA | ||||
Legal Title of Bank | City | State | ||||
The management of the reporting bank m...if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the “No comment” box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as “No statement,” “Not applicable,” “N/A,” “No comment,” and “None.”
The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will | appear as the bank’s statement both on agency computerized records and in computer-file releases to the public.
All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement’s accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its accuracy.
If, subsequent to the original submissi...materialchanges are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the
a statement, under signature, appropriate to the amended data.
The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THERE IN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK. | |||||
No comment ¨ (RCON 6979)
BANK MANAGEMENT STATEMENT(please type or print clearly): (TEXT 6980) |
|
| |||
Signature of Executive Officer of Bank | Date of Signature |
64
THIS PAGE IS TO BE COMPLETED BY ALL BANKS | ||||||
NAME AND ADDRESS OF BANK Union Bank of California, N.A. 400 California Street San Francisco CA 94104-1302 | OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. for Federal Reserve: 7100-0036 Expiration Date: 3/31/2005
SPECIAL REPORT (Dollar Amount in Thousands) | |||||
CLOSE OF BUSINESS DATE 12/3/02 | FDIC Certificate Number 22826 | |||||
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date) | ||||||
The following information is required by Public Laws 90–44 and 102–242, but does not constitute a part of the Report of Condition. With each Report of Condition, these laws require all banks to furnish a report of all loans or other extensions of credit to their executive officers madesince the date of the previous Report of Condition.Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert ‘none’ against subitem (a).(Exclude the first $15,000 of indebtedness of each executive officer under bank credit card plan).See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of “executive officer” and “extension of credit”, respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. | ||||||
a. Number of loans made to executive officers since the previous Call Report date | RCFD 3561 | 0 a. | ||||||||||
b. Total dollar amount of above loans (in thousand of dollars) | RCFD 3562 | 0 b. | ||||||||||
c. Range of Interest charged on above loans (example: 9¾%=9.75) | RCFD 7701 | 0.00 | % to | RCFD 7702 | 0.00 % | c. | ||||||
SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT
/s/ DAVID A. ANDERSON
David A. Anderson, SVP / Controller | DATE (Month, Day, Year) February 6, 2003 | |
Emergency Contact Information | ||
This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. | ||
Primary Contact | Secondary Contact | |
Carmen Wong | Philip Ngai | |
Name (TEXT C366) | Name (TEXT C371) | |
Vice President | Assistant Vice President | |
Title (TEXT C367) | Title (TEXT C372) | |
carmen.wong_at_uboc.com | philip.ngai_at_uboc.com | |
E-mail Address (TEXT C368) | E-mail Address (TEXT C373) | |
(415) 765-2326 | (415) 765-2328 | |
Telephone: Area code/phone number/extension (TEXT C369) | Telephone: Area code/phone number/extension (TEXT C374) | |
(415) 765-2230 | (415) 765-2230 | |
FAX: Area code/phone number (TEXT C370) | FAX: Area code/phone number (TEXT C375) | |
65