0000912057-01-532691.txt : 20011008
0000912057-01-532691.hdr.sgml : 20011008
ACCESSION NUMBER: 0000912057-01-532691
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20010919
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010919
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WALT DISNEY CO/
CENTRAL INDEX KEY: 0001001039
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 954545390
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11605
FILM NUMBER: 1740460
BUSINESS ADDRESS:
STREET 1: 500 SOUTH BUENA VISTA ST
CITY: BURBANK
STATE: CA
ZIP: 91521
BUSINESS PHONE: 8185601000
MAIL ADDRESS:
STREET 1: 500 SOUTH BUENA VISTA ST
CITY: BURBANK
STATE: CA
ZIP: 91521
FORMER COMPANY:
FORMER CONFORMED NAME: DC HOLDCO INC
DATE OF NAME CHANGE: 19950918
8-K
1
a2059560z8-k.txt
8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
September 19, 2001
----------
THE WALT DISNEY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF JURISDICTION OF INCORPORATION)
1-11605 95-4545390
(COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
500 South Buena Vista Street, Burbank, California 91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 560-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not applicable
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of Wells Fargo Bank, N.A. under the Senior
Debt Securities Indenture.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of Wells Fargo Bank, N.A. under the
Subordinated Debt Securities Indenture.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE WALT DISNEY COMPANY
By: /s/ DAVID K. THOMPSON
------------------------------
David K. Thompson
Senior Vice President
Assistant General Counsel
Dated: September 19, 2001
3
EXHIBIT INDEX
Exhibit No. Description
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of Wells Fargo Bank, N.A. under the Senior
Debt Securities Indenture.
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of Wells Fargo Bank, N.A. under the
Subordinated Debt Securities Indenture.
4
EX-25.1
3
a2059560zex-25_1.txt
EXHIBIT 25.1
EXHIBIT 25.1
================================================================================
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
707 WILSHIRE BOULEVARD, 17TH FLOOR 90017
LOS ANGELES, CA (Zip code)
(Address of principal executive offices)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
-----------------------------
THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 95-4545390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 SOUTH BUENA VISTA STREET 91521
BURBANK, CA (Zip code)
(Address of principal executive offices)
-----------------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. FOREIGN TRUSTEE. Not applicable.
Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
Statement of Eligibility. Wells Fargo Bank
incorporates by reference into this Form T-1 the
exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the trustee
now in effect.**
Exhibit 2. a. A copy of the certificate of authority of the trustee
to commence business issued June 28, 1872, by the
Comptroller of the Currency to The Northwestern
National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of the
Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust Company
of Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust Company
of Minneapolis.*
c. A copy of the certificate of the Acting Comptroller
of the Currency dated January 12, 1943, as to change
of corporate title of Northwestern National Bank and
Trust Company of Minneapolis to Northwestern National
Bank of Minneapolis.*
2
d. A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of notice of name change
effective May 1, 1983 from Northwestern National Bank
of Minneapolis to Norwest Bank Minneapolis, National
Association.*
e. A copy of the letter dated January 4, 1988 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of consolidation
and merger effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with various other
banks under the title of "Norwest Bank Minnesota,
National Association."*
f. A copy of the letter dated July 10, 2000 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of consolidation
effective July 8, 2000 of Norwest Bank Minnesota,
National Association with various other banks under
the title of "Wells Fargo Bank Minnesota, National
Association."***
Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.**
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.
** Incorporated by reference to exhibit T3G filed with
registration statement number 022-22473.
*** Incorporated by reference to exhibit number 25.1 filed with
registration statement number 001-15891.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, 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 17th day of September, 2001.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ JEANIE MAR
--------------------------------------
Jeanie Mar
Vice President
4
Exhibit 6 to Form T-1
August 17, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ JEANIE MAR
--------------------------------------
Jeanie Mar
Vice President
5
Exhibit 7 to Form T-1
WELLS FARGO BANK, N.A. FFIEC 031
-------------------------------------- RC-1
Legal Title of Bank ----
11
SAN FRANCISCO
--------------------------------------
City
CA 94104
--------------------------------------
State Zip Code
FDIC Certificate Number - 03511
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2001
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 BILL MILL THOU
----------------------------------------------------------------------------------------------- ---------------------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1).................................. 0081 7,880,000 1.a
b. Interest-bearing balances (2)........................................................... 0071 2,950,000 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 7,895,000 2.b
3. Federal funds sold and securities purchased under agreement to resell...................... 1350 9,000 3
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale.......................................................... 5369 10,165,000 4.a
b. Loans and leases, net of unearned income...............................B528 73,256,000 4.b
c. LESS: Allowance for loan and lease losses..............................3123 1,438,000 4.c
d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c)............. B529 71,818,000 4.d
5. Trading assets (from Schedule RC-D)........................................................ 3545 2,681,000 5
6. Premises and fixed assets (including capitalized leases)................................... 2145 1,704,000 6
7. Other real estate owned (from Schedule RC-M)............................................... 2150 111,000 7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)... 2130 244,000 8
9. Customers' liability to this bank on acceptances outstanding............................... 2155 40,000 9
10. Intangible assets..........................................................................
a. Goodwill................................................................................ 3163 5,587,000 10.a
b. Other intangible assets (from Schedule RC-M)............................................ 0426 6,784,000 10.b
11. Other assets (from Schedule RC-F).......................................................... 2160 7,426,000 11
12. Total assets (sum of items 1 through 11)................................................... 2170 125,294,000 12
--------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
6
RC-2
----
12
----
DOLLAR AMOUNTS IN THOUSANDS BILL MILL THOU
----------------------------------------------------------------------------------------------- -----------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
part I)................................................................................. 2200 69,698,000 13.a
(1) Noninterest-bearing (1).........................................6631 23,983,000 13.a.1
(2) Interest-bearing................................................6636 45,715,000 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II)........................................................... 2200 7,969,000 13.b
(1) Noninterest-bearing (1).........................................6631 85,000 13.b.1
(2) Interest-bearing................................................6636 7,884,000 RCFD 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase................. 2800 16,108,000 14
15. Trading liabilities (from Schedule RC-D)................................................... 3548 1,821,000 15
16. Other borrowed money (Includes mortgage indebtedness and obligations
under capitalized leases) (from Schedule RC-M):............................................ 3190 2,856,000 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding................................... 2920 40,000 18
19. Subordinated notes and debentures(2)....................................................... 3200 5,616,000 19
20. Other liabilities (from Schedule RC-G)..................................................... 2930 5,929,000 20
21. Total liabilities (sum of items 13 through 20)............................................. 2948 110,037,000 21
22. Minority interest in consolidated subsidiaries............................................. 3000 27,000 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.............................................. 3838 0 23
24. Common stock............................................................................... 3230 520,000 24
25. Surplus (exclude all surplus related to preferred stock)................................... 3839 13,022,000 25
26. a. Retained earnings....................................................................... 3632 1,390,000 26.a
b. Accumulated other comprehensive income (3).............................................. B530 298,000 26.b
27. Other equity capital components (4)........................................................ A130 0 27
28. Total equity capital (sum of items 23 through 27).......................................... 3210 15,230,000 28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28)...... 3300 125,294,000 29
MEMORANDUM
To be reported only 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 RCFD Number
external auditors as of any date during 2000................................................ 6724 N/A 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
8=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) Includes limited-life preferred stock and related surplus.
(3) 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.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
7
EX-25.2
4
a2059560zex-25_2.txt
EXHIBIT 25.2
EXHIBIT 25.2
================================================================================
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. NATIONAL BANKING ASSOCIATION 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
707 WILSHIRE BOULEVARD, 17TH FLOOR 90017
LOS ANGELES, CA (Zip code)
(Address of principal executive offices)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
-----------------------------
THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 95-4545390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 SOUTH BUENA VISTA STREET 91521
BURBANK, CA (Zip code)
(Address of principal executive offices)
-----------------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
================================================================================
Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. FOREIGN TRUSTEE. Not applicable.
Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
Statement of Eligibility. Wells Fargo Bank
incorporates by reference into this Form T-1 the
exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the trustee
now in effect.**
Exhibit 2. a. A copy of the certificate of authority of the trustee
to commence business issued June 28, 1872, by the
Comptroller of the Currency to The Northwestern
National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of the
Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust Company
of Minneapolis, with the surviving entity being
titled Northwestern National Bank and Trust Company
of Minneapolis.*
c. A copy of the certificate of the Acting Comptroller
of the Currency dated January 12, 1943, as to change
of corporate title of Northwestern National Bank and
Trust Company of Minneapolis to Northwestern National
Bank of Minneapolis.*
2
d. A copy of the letter dated May 12, 1983 from the
Regional Counsel, Comptroller of the Currency,
acknowledging receipt of notice of name change
effective May 1, 1983 from Northwestern National Bank
of Minneapolis to Norwest Bank Minneapolis, National
Association.*
e. A copy of the letter dated January 4, 1988 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of consolidation
and merger effective January 1, 1988 of Norwest Bank
Minneapolis, National Association with various other
banks under the title of "Norwest Bank Minnesota,
National Association."*
f. A copy of the letter dated July 10, 2000 from the
Administrator of National Banks for the Comptroller
of the Currency certifying approval of consolidation
effective July 8, 2000 of Norwest Bank Minnesota,
National Association with various other banks under
the title of "Wells Fargo Bank Minnesota, National
Association."***
Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.**
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with
registration statement number 33-66026.
** Incorporated by reference to exhibit T3G filed with
registration statement number 022-22473.
*** Incorporated by reference to exhibit number 25.1 filed with
registration statement number 001-15891.
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, 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 17th day of September, 2001.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/S/ JEANIE MAR
--------------------------------------
Jeanie Mar
Vice President
4
Exhibit 6 to Form T-1
August 17, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/S/ JEANIE MAR
--------------------------------------
Jeanie Mar
Vice President
5
Exhibit 7 to Form T-1
WELLS FARGO BANK, N.A. FFIEC 031
-------------------------------------- RC-1
Legal Title of Bank ----
11
SAN FRANCISCO
--------------------------------------
City
CA 94104
--------------------------------------
State Zip Code
FDIC Certificate Number - 03511
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2001
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 BILL MILL THOU
----------------------------------------------------------------------------------------------- ---------------------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1).................................. 0081 7,880,000 1.a
b. Interest-bearing balances (2)........................................................... 0071 2,950,000 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 7,895,000 2.b
3. Federal funds sold and securities purchased under agreement to resell...................... 1350 9,000 3
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale.......................................................... 5369 10,165,000 4.a
b. Loans and leases, net of unearned income...............................B528 73,256,000 4.b
c. LESS: Allowance for loan and lease losses..............................3123 1,438,000 4.c
d. Loans and leases, net of unearned income and allowance (Item 4.b minus 4.c)............. B529 71,818,000 4.d
5. Trading assets (from Schedule RC-D)........................................................ 3545 2,681,000 5
6. Premises and fixed assets (including capitalized leases)................................... 2145 1,704,000 6
7. Other real estate owned (from Schedule RC-M)............................................... 2150 111,000 7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)... 2130 244,000 8
9. Customers' liability to this bank on acceptances outstanding............................... 2155 40,000 9
10. Intangible assets..........................................................................
a. Goodwill................................................................................ 3163 5,587,000 10.a
b. Other intangible assets (from Schedule RC-M)............................................ 0426 6,784,000 10.b
11. Other assets (from Schedule RC-F).......................................................... 2160 7,426,000 11
12. Total assets (sum of items 1 through 11)................................................... 2170 125,294,000 12
--------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
6
RC-2
----
12
----
DOLLAR AMOUNTS IN THOUSANDS BILL MILL THOU
----------------------------------------------------------------------------------------------- -----------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, RCON
part I)................................................................................. 2200 69,698,000 13.a
(1) Noninterest-bearing (1).........................................6631 23,983,000 13.a.1
(2) Interest-bearing................................................6636 45,715,000 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II)........................................................... 2200 7,969,000 13.b
(1) Noninterest-bearing (1).........................................6631 85,000 13.b.1
(2) Interest-bearing................................................6636 7,884,000 RCFD 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase................. 2800 16,108,000 14
15. Trading liabilities (from Schedule RC-D)................................................... 3548 1,821,000 15
16. Other borrowed money (Includes mortgage indebtedness and obligations
under capitalized leases) (from Schedule RC-M):............................................ 3190 2,856,000 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding................................... 2920 40,000 18
19. Subordinated notes and debentures(2)....................................................... 3200 5,616,000 19
20. Other liabilities (from Schedule RC-G)..................................................... 2930 5,929,000 20
21. Total liabilities (sum of items 13 through 20)............................................. 2948 110,037,000 21
22. Minority interest in consolidated subsidiaries............................................. 3000 27,000 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.............................................. 3838 0 23
24. Common stock............................................................................... 3230 520,000 24
25. Surplus (exclude all surplus related to preferred stock)................................... 3839 13,022,000 25
26. a. Retained earnings....................................................................... 3632 1,390,000 26.a
b. Accumulated other comprehensive income (3).............................................. B530 298,000 26.b
27. Other equity capital components (4)........................................................ A130 0 27
28. Total equity capital (sum of items 23 through 27).......................................... 3210 15,230,000 28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28)...... 3300 125,294,000 29
MEMORANDUM
To be reported only 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 RCFD Number
external auditors as of any date during 2000................................................ 6724 N/A 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
8=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) Includes limited-life preferred stock and related surplus.
(3) 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.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
7