Corporate Trust Connection Spring 2006 Welcome from the U.S. Bank Corporate Trust Services President s you may be aware, on Dec. 30, 2005, U.S. Bank completed the purchase of the corporate trust and institutional custody businesses of Wachovia Corporation. We’d like to welcome all former Wachovia corporate trust and institutional custody customers to the U.S. Bancorp family. As a result of this transaction, U.S. Bank Corporate Trust Services has acquired approximately 14,100 new issuances and $410 billion in assets under administration. The acquisition solidifies the position of U.S. Bank as a leader in the corporate trust industry. In fact, U.S. Bank now ranks as the country’s largest tax-exempt debt trustee, second-largest trustee of asset-back and mortgage-backed securities, and third-largest of new corporate bond issuances. We have also broadened our geographic presence, adding 19 new corporate trust offices and institutional custody offices, primarily in the mid-Atlantic and Southeastern states. Adding these offices establishes U.S. Bank as a leading corporate trust provider in the East and Southeast, in addition to our current front-runner status in the Northwest, West/Midwest and New England regions. A A Seamless Transition The integration is scheduled to be completed by September. Since U.S. Bank and Wachovia use similar technology platforms and many of the same vendors, we fully expect a smooth transition with little or no disruption to customers. In addition, since we expect to retain most of the former Wachovia corporate trust employees, many of you can continue to work with the same individuals with whom you’ve already established a relationship. U.S. Bank is committed to providing former Wachovia customers with the same high-quality level of products and services that current U.S. Bank corporate trust customers have come to expect. And, with our Five Star Service Guarantee, you can be assured that we will meet or exceed specific areas of performance or you will be compensated. To learn more about U.S. Bank Corporate Trust Services, please visit us at usbank.com/corporatetrust or contact your Account Manager. We look forward to working with you. Sincerely, See U.S. Bank rankings on page 4. Diane Thormodsgard President U.S. Bank Corporate Trust Services and Institutional Trust & Custody What’s inside 2 Spotlight on Denver 3 4 GASB 45 U.S. Bank Rankings Spotlight on the Denver Office hether your taste runs to sophisticated dining and nightlife, museums and culture or rock climbing and rodeos, the Mile High City has plenty to offer – including the Denver field office of U.S. Bank Corporate Trust Services. “We have a long history of serving corporate trust needs in Denver,” says Adam Dalmy, vice president, business development. “There’s been a corporate trust office here for more than 40 years. As a result, we’ve built deep and lasting relationships with our customers as well as investment bankers and attorneys.” Dalmy and the three Account Managers in Denver (Seth Dodson, Bill MacMillan and Hester Stafford) provide a full range of corporate trust services, with particular emphasis on municipal bonds and corporate escrows. “We work with highway and urban renewal authorities, among others, and have acted as trustee for more than $1 billion in bonds issued by one of our largest public authority customers,” Dalmy says. “We also handle a considerable amount of corporate debenture work. Among our larger corporate customers are a major telecommunications provider and one of the country’s largest retailers.” W Left to right: Seth Dodson, Hester Stafford, Bill MacMillan, and Adam Dalmy of the Denver office. A Team Commitment Based in Seattle, Dyan Huhta is vice president and manager of the administrative staff that includes the Denver office. “There is a lot of competition in the Denver area,” Huhta says. “But our Denver employees have done a wonderful job capturing a significant part of the market. This group of hard-working, talented people has built excellent relationships with our customers. Their commitment to the success of those customers and to U.S. Bank is apparent.” Dalmy credits much of their success to teamwork, expertise and experience. “We encourage discussion and interaction, including our partners in Seattle,” Dalmy says. “If one person is busy, another will pick up the ball and run with it. That kind of teamwork creates a synergy that results in the kind of service our customers appreciate.” “ We’ve built deep and lasting relationships with our customers as well as investment bankers and attorneys. ” U.S. Bank Corporate Trust Services Locations Atlanta, Georgia Boise, Idaho Boston, Massachusetts Chicago, Illinois Cincinnati, Ohio Cleveland, Ohio Columbus, Ohio Dallas, Texas Denver, Colorado Detroit, Michigan Florence, South Carolina Fort Lauderdale, Florida Hartford, Connecticut Helena, Montana Indianapolis, Indiana Lansing, Michigan 2 Los Angeles, California Louisville, Kentucky Milwaukee, Wisconsin Nashville, Tennessee New York, New York Phoenix, Arizona Pittsburgh, Pennsylvania Portland, Oregon Saint Louis, Missouri Saint Paul, Minnesota Salt Lake City, Utah San Francisco, California Seattle, Washington Tempe, Arizona Wilmington, Delaware Birmingham, Alabama Charlotte, North Carolina Columbia, South Carolina Frederick, Maryland Houston, Texas Jacksonville, Florida Miami, Florida Morristown, New Jersey Philadelphia, Pennsylvania Raleigh, North Carolina Richmond, Virginia Roanoke, Virginia St. Petersburg, Florida Sacramento, California San Bernardino, California Tampa, Florida Public Sector Employers: Are You Ready for GASB 45? eginning at the end of this year, new standards for reporting the costs and obligations of post-employment healthcare and other nonpension benefits by public sector employers will be implemented. These benefits are commonly referred to as other post-employment benefits, or OPEB. “It’s been called ‘the next great challenge for governments,’” says Donnie Hurrelbrink, vice president of Institutional Trust & Custody sales for U.S. Bank. B What’s It All About? The new standards are the result of the Governmental Accounting Standards Board Statement No. 45, issued in 2004. GASB 45 requires that state and local governments account for and report the annual cost of OPEB and the outstanding obligations and commitments related to OPEB in essentially the same manner as they currently account for and report pension obligations. The benefits must be accounted for on an actuarial basis during an employee’s career, instead of the current pay-as-you-go basis during retirement. The standards will be phased in over three years, beginning with governments whose total annual revenues are $100 million or more (for periods beginning after Dec. 15, 2006) and ending with governments with less than $10 million in revenues (for periods beginning after Dec. 15, 2008). Earlier implementation is encouraged by the GASB. GASB 45 will highlight the significant obligations of typical retiree health provisions to public sector employers through an actuarial analysis of accrued liabilities. GASB 45 requires that these liabilities be accounted for and reported; it does not require that they be funded. Funding May Be a Good Idea Many governments may find that it’s in their best interests to fund the liabilities in a trust. VEBA (Voluntary Employees’ Beneficiary Association) trusts and Section 115 integral part trusts are options that many governments are considering. “If they don’t fund their liabilities, they run the risk of bond-rating agencies downgrading their overall debt,” Hurrelbrink says. “Their ability to pay is reduced if they’re not proactively managing their GASB 45 liability, so the rating agencies may lower their ratings. As a matter of fact, several rating agencies have already released white papers to explain how they will monitor this new reporting liability.” Bond Issues May Be a Good Option One solution for many governments is to fund the liabilities by issuing OPEB bonds. Similar to Pension Obligation Bonds, which are issued specifically to fund pension benefit liabilities, OPEB Obligation Bonds are issued specifically to fund postemployment health care benefit liabilities. “There’s a big incentive for governments to do this,” Hurrelbrink points out. “If you decide to fund all or a portion of the liability with an OPEB bond issue and invest those assets in a qualified trust, then you can apply a greater discount rate to the liability. OPEB bond proceeds are invested in the trust with greater earning capacity, thereby potentially increasing the arbitrage spread between the OPEB bond coupon and the invested assets of the trust. “You should be compelled to fund to allow actuaries to use a long-term discount in their calculations. For example, if you simply earmark a portion of your general fund balance for post-employment benefits, you may only use the short-term interest rate you are receiving on your general fund. If you were to hold post-employment dollars in trust, you may use a longterm discount rate. This reduces the liability significantly. As a rule of thumb, for every 1% increase in the discount rate that’s applied, you could reduce the liability by 20%,” he continues. “That’s a lot of motivation for governments to seriously look at funding their liabilities in trust, either on their own or through the issuance of OPEB bonds, and applying that discount rate.” Count on Our Expertise As the country’s No. 1 municipal trustee, U.S. Bank can provide valuable assistance to public sector employers thinking of funding their OPEB liabilities. Contact your U.S. Bank Corporate Trust Services Account Manager for more information. INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE While information provided in this newsletter is intended to accurate, its accuracy is not guaranteed. The publisher, U.S. Bank, is not engaged in providing tax, legal or accounting services. Should you have any tax, legal or accounting questions, you are encouraged to seek the advice of competent tax, legal or accounting professionals. Source: Summary of Statement No. 45 Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, Governmental Accounting Standards Board, www.gasb.org. 3 Did You Know … Market share rankings based on all deals done with a trustee. Tax-Exempt Debt Ranking – 2005 Corporate Debt Rankings – 2005 (U.S. High Yield, U.S. Investment Grade, U.S. Convertible Debt) Rank Trustee No. of Issues Mkt. Share on Issues Par Amount (US$ mil) Rank Trustee Proceeds (US$ mil) Mkt. Share on $ No. of issues 1 U.S. Bank 1168 26.7% 62,288.30 2 Bank of New York 816 18.7% 51,169.50 1 J.P. Morgan 182,435.40 46.0% 409 3 Wells Fargo Bank 610 13.9% 23,416.40 2 Bank of New York 105,553.50 26.6% 221 4 J.P. Morgan Chase & Co. 485 11.1% 36,592.10 3 U.S. Bank 31,960.10 8.1% 90 6,281.90 4 Citigroup 24,250.40 6.1% 26 Deutsche Bank AG 23,022.90 5.8% 38 5 SunTrust Bank 159 3.6% 6 Manufacturers & Traders Trust 104 2.4% 6,147.90 5 7 UMB Bank NA 95 2.2% 1,648.50 6 Wells Fargo Bank NA 15,816.60 4.0% 46 8 Deutsche Bank 94 2.2% 6,679.20 7 Wilmington Trust Co. 4,565.50 1.2% 16 9 Regions Bank 87 2.0% 1,193.90 8 SunTrust Banks 4,331.50 1.1% 14 10 Union Bank of California 74 1.7% 2,329.30 9 HSBC Holdings PLC 1,525.60 0.4% 6 10 CIBC Mellon Trust Co. 1,035.70 0.3% 1 Source: Thomson Financial, SDC – Jan. 16, 2006. Source: Asset-Backed Alert database, Jan. 16, 2006. ABS/MBS/CDO Ranking – 2005 Rank Trustee Proceeds (US$ Mil) Mkt. Share on $ No. of Issues 1 Deutsche Bank 342,327.6 22.79% 451 2 U.S. Bank 336,770.6 22.42% 466 3 Bank of New York 243,095.5 16.18% 328 4 J.P. Morgan Chase 204,228.7 13.60% 322 5 Wells Fargo 152,171.3 10.13% 259 6 LaSalle Bank 88,956.7 5.92% 135 7 HSBC Bank 83,338.9 5.55% 108 8 Citibank 23,046.4 1.53% 40 9 Wilmington Trust 7,468.1 0.50% 11 10 Perpetual Trustees 4,000.0 0.27% 4 Source: Asset-Backed Alert database, Jan. 16, 2006. The articles and information included in this newsletter are for your information and are not intended as legal, accounting or tax advice. While the information is intended to be accurate, neither U.S. Bank Corporate Trust Services nor the publisher accepts responsibility for relying on the information provided. ©2006 U.S. Bank Corporate Trust Services. Member FDIC. Comments and suggestions for the newsletter are welcome and should be forwarded to Editor, Corporate Trust Connection, U.S. Bank Corporate Trust Services, (651) 495-3973 (phone) or marketing.corporatetrust@usbank.com (email). For more information, visit our Web site at usbank.com/corporatetrust. 60 Livingston Avenue EP-MN-WS3W St. Paul, MN 55107 Presorted First-Class Mail U.S. Postage Paid Minneapolis, MN Permit No. 100 4