-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BvSfI87BP+Qcc3aMdmzTBYlaJFgz61WZBYiYrMa5riuqWgFBWu+iqArUNG6xlRIi iGIHJycvLJw6i3YPPdaUGw== 0000898822-01-500153.txt : 20010509 0000898822-01-500153.hdr.sgml : 20010509 ACCESSION NUMBER: 0000898822-01-500153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010507 ITEM INFORMATION: FILED AS OF DATE: 20010507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYTHEON CO/ CENTRAL INDEX KEY: 0001047122 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 951778500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13699 FILM NUMBER: 1624411 BUSINESS ADDRESS: STREET 1: 141 SPRING STREET STREET 2: C/O RAYTHEON CO CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 7818626600 MAIL ADDRESS: STREET 1: 141 SPRING STREET STREET 2: BLDG CO1/MS A114 CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: HE HOLDINGS INC DATE OF NAME CHANGE: 19971001 8-K 1 form8kcover-may72001.txt FORM 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): May 7, 2001 Raytheon Company (Exact Name of Registrant as Specified in Charter) Delaware 0-12591 95-1778500 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 141 Spring Street Lexington, Massachusetts 02421 (Address of Principal Executive Offices) (Zip Code) (781) 862-6600 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements: None (b) Pro Forma Financial Information: None (c) Exhibits: EXHIBIT NO. DESCRIPTION ----------- -------------------------------------------------------------- 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 for The Bank of New York, as trustee under the Indenture, dated as of July 3. 1995, as supplemented by a supplemental indenture, to be dated as of May 9, 2006, between the Registrant and The Bank of New York (the "Indenture") pursuant to which the Registrant is to issue 7.00% Subordinated Notes due 2006. 25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 for The Bank of New York as guarantee trustee under the Guarantee Agreement, to be dated as of May 9, 2001, between the Registrant and The Bank of New York. 25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 for The Bank of New York as trustee under the Amended and Restated Declaration of Trust, to be dated as of May 9, 2001 pursuant to which RC Trust I is to issue its Preferred Securities. -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. RAYTHEON COMPANY By: /s/ THOMAS D. HYDE -------------------------------------- Name: Thomas D. Hyde Title: Vice President and General Counsel Date: May 7, 2001 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 for The Bank of New York, as trustee under the Indenture, dated as of July 3. 1995, as supplemented by a supplemental indenture, to be dated as of May 9, 2006, between the Registrant and The Bank of New York (the "Indenture") pursuant to which the Registrant is to issue 7.00% Subordinated Notes due 2006. 25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 for The Bank of New York as guarantee trustee under the Guarantee Agreement, to be dated as of May 9, 2001, between the Registrant and The Bank of New York. 25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 for The Bank of New York as trustee under the Amended and Restated Declaration of Trust, to be dated as of May 9, 2001 pursuant to which RC Trust I is to issue its Preferred Securities. -4- EX-25 2 formt-1raytheondebtsecs.txt EXHIBIT 25.1 Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) |__| --------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) --------------------------- RAYTHEON COMPANY (Exact name of obligor as specified in its charter) Delaware 95-1778500 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 141 Spring Street Lexington, Massachusetts 02421 (Address of principal executive offices) (Zip code) --------------------------- Debt Securities (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 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. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the 2 Rector Street, New York, State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York 10005 Association (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(D). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) -2- 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -3- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 1st day of May, 2001. THE BANK OF NEW YORK By: /s/ MARY LAGUMINA ----------------------------------- Name: MARY LAGUMINA Title: VICE PRESIDENT -4- - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................. $3,083,720 Interest-bearing balances........... 4,949,333 Securities: Held-to-maturity securities......... 740,315 Available-for-sale securities....... 5,328,981 Federal funds sold and Securities purchased under agreements to resell 5,695,708 Loans and lease financing receivables: Loans and leases, net of unearned income...............36,590,456 LESS: Allowance for loan and lease losses............598,536 LESS: Allocated transfer risk reserve........................12,575 Loans and leases, net of unearned income, allowance, and reserve..... 35,979,345 Trading Assets........................ 11,912,448 Premises and fixed assets (including capitalized leases)................. 763,241 Other real estate owned............... 2,925 Investments in unconsolidated subsidiaries and associated companies........................... 183,836 Customers' liability to this bank on acceptances outstanding............. 424,303 Intangible assets..................... 1,378,477 Other assets.......................... 3,823,797 Total assets.......................... ----------- $74,266,429 =========== -5- LIABILITIES Deposits: In domestic offices................. $28,328,548 Noninterest-bearing.......12,637,384 Interest-bearing..........15,691,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs... 27,920,690 Noninterest-bearing..........470,130 Interest-bearing..........27,450,560 Federal funds purchased and Securities sold under agreements to repurchase.......................... 1,437,916 Demand notes issued to the U.S.Treasury........................ 100,000 Trading liabilities................... 2,049,818 Other borrowed money: With remaining maturity of one year or less............................ 1,279,125 With remaining maturity of more than one year through three years.. 0 With remaining maturity of more than three years................... 31,080 Bank's liability on acceptances executed and outstanding............ 427,110 Subordinated notes and debentures..... 1,646,000 Other liabilities..................... 4,604,478 Total liabilities..................... ----------- $67,824,765 =========== EQUITY CAPITAL Common stock.......................... 1,135,285 Surplus............................... 1,008,775 Undivided profits and capital reserves 4,308,492 Net unrealized holding gains (losses) on available-for-sale securities.... 27,768 Accumulated net gains (losses) on cash flow hedges 0 Cumulative foreign currency translation adjustments............. ( 38,656) ----------- Total equity capital.................. 6,441,664 ----------- Total liabilities and equity capital.. $74,266,429 =========== -6- I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition 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 Board of Governors of the Federal Reserve System and is true and correct. _ Thomas A. Renyi | Alan R. Griffith | Directors Gerald L. Hassell _| - -------------------------------------------------------------------------------- -7- EX-25 3 formt-1guaranteeofprefsecs.txt EXHIBIT 25.2 Exhibit 25.2 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) |__| --------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) --------------------------- RAYTHEON COMPANY (Exact name of obligor as specified in its charter) Delaware 95-1778500 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 141 Spring Street Lexington, Massachusetts 02421 (Address of principal executive offices) (Zip code) --------------------------- Guarantee of Preferred Securities of RC TRUST I (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 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. - --------------------------------------------------------------------------- Name Address - --------------------------------------------------------------------------- Superintendent of Banks of the 2 Rector Street, New York, State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York 10005 Association (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(D). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) -2- 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -3- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 1st day of May, 2001. THE BANK OF NEW YORK By: /s/ MARY LAGUMINA ----------------------------------- Name: MARY LAGUMINA Title: VICE PRESIDENT -4- - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................. $3,083,720 Interest-bearing balances........... 4,949,333 Securities: Held-to-maturity securities......... 740,315 Available-for-sale securities....... 5,328,981 Federal funds sold and Securities purchased under agreements to resell 5,695,708 Loans and lease financing receivables: Loans and leases, net of unearned income...............36,590,456 LESS: Allowance for loan and lease losses............598,536 LESS: Allocated transfer risk reserve........................12,575 Loans and leases, net of unearned income, allowance, and reserve..... 35,979,345 Trading Assets........................ 11,912,448 Premises and fixed assets (including capitalized leases)................. 763,241 Other real estate owned............... 2,925 Investments in unconsolidated subsidiaries and associated companies........................... 183,836 Customers' liability to this bank on acceptances outstanding............. 424,303 Intangible assets..................... 1,378,477 Other assets.......................... 3,823,797 Total assets.......................... ----------- $74,266,429 =========== -5- LIABILITIES Deposits: In domestic offices................. $28,328,548 Noninterest-bearing.......12,637,384 Interest-bearing..........15,691,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs... 27,920,690 Noninterest-bearing..........470,130 Interest-bearing..........27,450,560 Federal funds purchased and Securities sold under agreements to repurchase.......................... 1,437,916 Demand notes issued to the U.S.Treasury........................ 100,000 Trading liabilities................... 2,049,818 Other borrowed money: With remaining maturity of one year or less............................ 1,279,125 With remaining maturity of more than one year through three years.. 0 With remaining maturity of more than three years................... 31,080 Bank's liability on acceptances executed and outstanding............ 427,110 Subordinated notes and debentures..... 1,646,000 Other liabilities..................... 4,604,478 Total liabilities..................... ----------- $67,824,765 =========== EQUITY CAPITAL Common stock.......................... 1,135,285 Surplus............................... 1,008,775 Undivided profits and capital reserves 4,308,492 Net unrealized holding gains (losses) on available-for-sale securities.... 27,768 Accumulated net gains (losses) on cash flow hedges 0 Cumulative foreign currency translation adjustments............. ( 38,656) ----------- Total equity capital.................. 6,441,664 ----------- Total liabilities and equity capital.. $74,266,429 =========== -6- I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition 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 Board of Governors of the Federal Reserve System and is true and correct. _ Thomas A. Renyi | Alan R. Griffith | Directors Gerald L. Hassell _| - -------------------------------------------------------------------------------- -7- EX-25 4 formt-1ofrctrust.txt EXHIBIT 25.3 Exhibit 25.3 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) |__| --------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) --------------------------- RC TRUST I (Exact name of obligor as specified in its charter) Delaware Application pending (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 141 Spring Street Lexington, Massachusetts 02421 (Address of principal executive offices) (Zip code) --------------------------- Preferred Securities (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 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. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the 2 Rector Street, New York, State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York 10005 Association (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(D). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) -2- 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -3- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 1st day of May, 2001. THE BANK OF NEW YORK By: /s/ MARY LAGUMINA ----------------------------------- Name: MARY LAGUMINA Title: VICE PRESIDENT -4- - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2000, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................. $3,083,720 Interest-bearing balances........... 4,949,333 Securities: Held-to-maturity securities......... 740,315 Available-for-sale securities....... 5,328,981 Federal funds sold and Securities purchased under agreements to resell 5,695,708 Loans and lease financing receivables: Loans and leases, net of unearned income...............36,590,456 LESS: Allowance for loan and lease losses............598,536 LESS: Allocated transfer risk reserve........................12,575 Loans and leases, net of unearned income, allowance, and reserve..... 35,979,345 Trading Assets........................ 11,912,448 Premises and fixed assets (including capitalized leases)................. 763,241 Other real estate owned............... 2,925 Investments in unconsolidated subsidiaries and associated companies........................... 183,836 Customers' liability to this bank on acceptances outstanding............. 424,303 Intangible assets..................... 1,378,477 Other assets.......................... 3,823,797 Total assets.......................... ----------- $74,266,429 =========== -5- LIABILITIES Deposits: In domestic offices................. $28,328,548 Noninterest-bearing.......12,637,384 Interest-bearing..........15,691,164 In foreign offices, Edge and Agreement subsidiaries, and IBFs... 27,920,690 Noninterest-bearing..........470,130 Interest-bearing..........27,450,560 Federal funds purchased and Securities sold under agreements to repurchase.......................... 1,437,916 Demand notes issued to the U.S.Treasury........................ 100,000 Trading liabilities................... 2,049,818 Other borrowed money: With remaining maturity of one year or less............................ 1,279,125 With remaining maturity of more than one year through three years.. 0 With remaining maturity of more than three years................... 31,080 Bank's liability on acceptances executed and outstanding............ 427,110 Subordinated notes and debentures..... 1,646,000 Other liabilities..................... 4,604,478 Total liabilities..................... ----------- $67,824,765 =========== EQUITY CAPITAL Common stock.......................... 1,135,285 Surplus............................... 1,008,775 Undivided profits and capital reserves 4,308,492 Net unrealized holding gains (losses) on available-for-sale securities.... 27,768 Accumulated net gains (losses) on cash flow hedges 0 Cumulative foreign currency translation adjustments............. ( 38,656) ----------- Total equity capital.................. 6,441,664 ----------- Total liabilities and equity capital.. $74,266,429 =========== -6- I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition 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 Board of Governors of the Federal Reserve System and is true and correct. _ Thomas A. Renyi | Alan R. Griffith | Directors Gerald L. Hassell _| - -------------------------------------------------------------------------------- -7- -----END PRIVACY-ENHANCED MESSAGE-----