-----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, LsVBj3rJOhBzPUtbmSAocHiur/IxJEzUx/9FqdbduKMkiiNcIVFmVk7fqbsh5NQC Zzx7fe3aYy82DOzr/zsv4A== 0001011659-03-000034.txt : 20031024 0001011659-03-000034.hdr.sgml : 20031024 20031023193303 ACCESSION NUMBER: 0001011659-03-000034 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCAL CORP CENTRAL INDEX KEY: 0001011659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941234979 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15081 FILM NUMBER: 03955035 BUSINESS ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 BUSINESS PHONE: 4157652969 MAIL ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 11-K 1 form11k123102.txt FORM 11-K DECEMBER 31, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2002 -------------------------------- OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the transition period from to --------------------------- ------------------------------------ COMMISSION FILE NUMBER 001-15081 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: UNION BANK OF CALIFORNIA, N.A. 401(k) PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: UNIONBANCAL CORPORATION 400 California Street San Francisco, California 94104 UNION BANK OF CALIFORNIA, N.A. 401(K) PLAN AND TRUST FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEAR ENDED DECEMBER 31, 2002, SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2002 AND INDEPENDENT AUDITORS' REPORT UNION BANK OF CALIFORNIA, N.A. 401(K) PLAN AND TRUST TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2002 3 Notes to Financial Statements 4-7 SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2002: Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at the End of the Year) 8 All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. INDEPENDENT AUDITORS' REPORT To the Trustees and Participants of Union Bank of California, N.A. 401(k) Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the Union Bank of California, N.A. 401(k) Plan and Trust (the "Plan") as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /S/ DELOITTE & TOUCHE LLP October 22, 2003 San Francisco, California 1 UNION BANK OF CALIFORNIA, N.A. 401(k) PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- 2002 2001 ASSETS: Investments, at fair value $531,647,451 $554,260,129 ------------ ------------ Contributions receivable: Employees 1,037,457 843,746 Employer 323,253 274,108 ------------ ------------ Total contributions receivable 1,360,710 1,117,854 ------------ ------------ Total assets 533,008,161 555,377,983 LIABILITIES - Accrued trustee fees 17,326 19,269 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $532,990,835 $555,358,714 ============ ============ See notes to financial statements. 2 UNION BANK OF CALIFORNIA, N.A. 401(k) PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2002 - -------------------------------------------------------------------------------- INVESTMENT INCOME (LOSS): Interest and dividends $ 13,418,207 Net depreciation in fair value of investments (47,097,654) ------------ Net investment loss (33,679,447) ------------ CONTRIBUTIONS: Employees 36,130,471 Employer 13,787,664 ------------ Total contributions 49,918,135 ------------ DEDUCTIONS: Benefits paid 39,516,442 Trustee and administrative expenses 249,140 ------------ Total deductions 39,765,582 ------------ Transfer-In Plan Merger with First Western Bank 1,159,015 ------------ DECREASE IN NET ASSETS (22,367,879) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 555,358,714 ------------ End of year $532,990,835 ============ See notes to financial statements. 3 UNION BANK OF CALIFORNIA, N.A. 401(K) PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 - -------------------------------------------------------------------------------- 1. GENERAL DESCRIPTION OF THE PLAN The following description of the Union Bank of California, N.A. 401(k) Plan and Trust (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). PARTICIPATION - Effective April 1, 2001, all employees are eligible to participate in the Plan commencing on the first quarterly entry date following the employee's date of hire provided the date of hire is at least 30 or 31 days before the entry date. On May 13, 2002, UnionBanCal Corporation (the parent of Union Bank of California, N.A.) acquired First Western Bank. Effective July 1, 2002, all employees of the acquired First Western Bank became Plan Participants, provided they were eligible employees on that date. The assets and liabilities of the First Western Bank Salary Savings Plan were merged into the Plan effective October 1, 2002. ADMINISTRATION - Plan assets are managed by the investment managers designated by the Employee Deferred Compensation and Benefit Plans Administrative Committee ("EDCBPA"). The current investment managers are HighMark Capital Management, Inc. (an affiliate of the Union Bank of California, N.A. (the "Bank")), Vanguard Group Inc., PIMCO Dresdner RCM Global Investors, L.L.C., Bank of Ireland Asset Management (U.S.) Limited, and T. Rowe Price. The Investment Subcommittee of the EDCBPA assists the EDCBPA to prepare investment guidelines and monitor the performance of the investment managers. The Investment Subcommittee reports regularly to the EDCBPA, which in turn reports to the Directors' Executive Compensation and Benefits Committee ("Directors' Committee") (a committee of the Board of Directors). The Directors' Committee provides general oversight for the activities of the EDCBPA. Union Bank of California, N.A. serves as the trustee for the Plan. CONTRIBUTIONS - Each participant may elect to contribute 1 percent to 25 percent of his or her basic compensation as defined in the plan on a pretax basis, subject to certain Internal Revenue Code limits. Matching pretax contributions are made by the Bank at a rate of 50 percent of employee pretax contributions, up to a maximum of 3 percent of basic compensation. Participants may also elect to contribute 1 percent to 10 percent of their basic compensation on an after-tax basis. Pretax and after-tax employee contributions may not, in the aggregate, exceed 25 percent of basic compensation. The Bank may, at its discretion, make certain other contributions, including profit sharing. All contributions are subject to Internal Revenue Code ("IRC") limitations. 4 All contributions and an allocation of Plan earnings are credited to an individual account established in the name and for the exclusive benefit of the participant and his or her beneficiaries. The account is charged with withdrawals and an allocation of plan losses. The Plan offers participants the choice of investing in eleven different investment funds. In addition, participants may also obtain loans which are secured by their vested account balances. Each participant has the option of determining the investment selections in which contributions and account balances are to be invested. The participant may direct all investments to one selection or divide investments among several selections in increments of 1 percent of total amounts allocated to investments. PARTICIPANT LOANS - The Plan allows participants to borrow up to 50 percent of their vested balance, up to a maximum loan of $50,000. Loans are secured by the balance in the participant's account and made for a period of 1 to 5 years, unless the loan is used to purchase a primary residence, in which case the term may extend to 15 years. The rate of interest is fixed and is equal to the Bank's secured passbook savings account rate in effect at the time of the loan. Principal and interest are paid ratably through payroll deductions. VESTING - The participants' vested account balances are used to provide benefits. All contributions, including Bank matching contributions and profit-sharing contributions, are fully vested and nonforfeitable at all times. BENEFITS - Participants will receive the vested value of their accounts as of the last valuation date, together with any vested contributions credited thereafter as soon as practicable after the latest of the following events occurs, unless later payment is requested: o Retirement (attaining age 65, the normal retirement age under the Plan) o Completion of 10 years of participation in the Plan o Termination of employment (including death and disability) Distributions of vested benefits are made in single lump-sum payments, unless an equal payment plan was in place prior to July 1, 2001. Upon termination or partial termination of the Plan, the accounts of affected participants may continue to be held in trust or may be distributed to the participants as determined by the EDCBPA, but only to the extent permitted by law. PLAN TERMINATION - Although it has not expressed any intent to do so, the Bank has the right to terminate the Plan subject to the provisions of ERISA. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The accompanying financial statements of the Plan are prepared in accordance with accounting principles generally accepted in the United States of America. INVESTMENT VALUATION AND INCOME RECOGNITION - Investments are stated at fair value. Shares of registered investment companies and commingled funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. 5 Participant loans are carried at the outstanding loan balance. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Management fees and operating expenses are charged to the Plan for investments in registered investment companies deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of net appreciation (depreciation) in fair market value for such investments. PAYMENT OF BENEFITS - Benefits are recorded when paid. ACCOUNTING ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments, including investments with registered investment companies. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. 3. INVESTMENTS Investments that represent 5 percent or more of the Plan's assets at December 31, 2002 and 2001 are separately identified in the following table: 2002 2001 UnionBanCal Corporation common stock $104,234,681 $121,235,109 Mutual funds: HighMark Diversified Money Market Fund 83,688,355 77,673,358 HighMark Balanced Fund 29,573,804 36,742,345 HighMark Value Momentum Fund 75,625,811 100,950,506 Vanguard Index Trust 500 Portfolio 38,264,490 45,542,082 PIMCO Dresdner RCM Large-Cap Growth Fund 38,912,899 51,236,890 Commingled fund - Stable Value Fund 96,434,461 75,782,632 During 2002, net appreciation (depreciation) in fair value of investments was as follows: Common stock $ 6,493,286 Mutual funds (53,590,940) ------------ Total $(47,097,654) ============ 6 4. FEDERAL INCOME TAX STATUS OF THE PLAN The Plan has received a determination letter dated March 2, 1999, stating that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the "IRC"). The plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no provision for income taxes has been made in the accompanying financial statements. 5. RELATED PARTY TRANSACTIONS Certain investments of the Plan are managed by HighMark Capital Management, Inc., an affiliate of the Bank, and are held by the trustee, Union Bank of California, N.A. Those transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management and trustee services amounted to $242,235 for the year ended December 31, 2002. 6. SUBSEQUENT EVENT On February 13, 2003, the Plan received a determination letter stating that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the "IRC"). ****** 7
UNION BANK OF CALIFORNIA, N.A. 401(k) PLAN AND TRUST FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2002 - ------------------------------------------------------------------------------------------------------------------- IDENTITY CURRENT OF ISSUER DESCRIPTION UNITS VALUE UnionBanCal Corporation* UnionBanCal Corporation common stock 2,654,308 $ 104,234,681 Registered investment companies: Union Bank of California, N.A.* HighMark Diversified Money Market Fund 83,688,355 83,688,355 Union Bank of California, N.A.* HighMark Bond Fund 2,364,202 25,935,291 Union Bank of California, N.A.* HighMark Balanced Fund 2,619,469 29,573,804 Union Bank of California, N.A.* HighMark Value Momentum Fund 4,159,836 75,625,811 The Vanguard Group Vanguard Index Trust 500 Portfolio 475,631 38,264,490 The Vanguard Group Vanguard Extended Index 214,718 4,023,806 Berger Funds Berger International Fund 274,472 2,264,392 T. Rowe Price T. Rowe Price Small-Cap Stock Fund 662,041 14,233,880 PIMCO Funds PIMCO Dresdner RCM Large-Cap Growth Fund 3,852,762 38,912,899 Commingled fund: Union Bank of California, N.A.* Stable Value Fund 96,434,461 96,434,461 Union Bank of California, N.A.* Participant Loans (2,300 loans outstanding with interest rates ranging from 7.5% to 12%) N/A 18,455,581 ------------- $ 531,647,451 ============= *A party-in-interest, as defined by ERISA.
8 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. UNION BANK OF CALIFORNIA, N.A. 401(k) PLAN AND TRUST By: /S/ PAUL E. FEARER ------------------------------------------------- Paul E. Fearer Executive Vice President & Director, Human Resources Union Bank of California, N.A. Date: October 24, 2003 INDEX TO EXHIBITS EXHIBIT - ------- NUMBER EXHIBIT - ------ ------- 23.1 Consent of Deloitte & Touche LLP EX-23 3 exhibit23-111k.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 [LETTERHEAD OF DELOITTE & TOUCHE LLP] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-3042 of UnionBanCal Corporation on Form S-8 of our report dated October 22, 2003 appearing in this Annual Report on Form 11-K of the Union Bank of California, N.A. 401(k) Plan and Trust for the year ended December 31, 2002. /S/ DELOITTE & TOUCHE LLP San Francisco, California October 23, 2003 -----END PRIVACY-ENHANCED MESSAGE-----