Attachment 5 - OCC Confidential Financial Disclosure Report.docx

Attachment 5

RFP 2031JW21R00010

National Bank Examination Services

OCC CONFIDENTIAL FINANCIAL DISCLOSURE

Attached is the “OCC Confidential Financial Disclosure Report” listing national bank loans, ownership of national bank stock, and other bank-related inquiries. This form must be completed by each person designated by an Offeror as “key personnel”. Refer to Attachment 6, Commercial Holding Company Listings, for assistance in filling out Part 5 of the disclosure form.

OCC Ethics Contacts:

Jennifer Dickey, Senior Counsel, Administrative & Internal Law, Jennifer.Dickey@occ.treas.gov

Comptroller of the Currency Administrator of National Banks rev. Mar. 2012

OCC CONFIDENTIAL FINANCIAL DISCLOSURE REPORT

for Contractors of the Office of the Comptroller of the Currency Who Participate in Bank Examinations and Other Bank Supervisory Activities

Contractor Last Name

First Name

Email Name

Position Title

Work Phone

Certification

I certify that all my responses on this OCC Confidential Financial Disclosure Report are true, complete, and correct to the best of my knowledge and belief. I understand that the filing of complete and accurate statements is mandatory for contractors and that the refusal to submit a statement when required or the submission of incomplete, false, or inaccurate information would be a violation of a legal requirement and could result in contract termination. I acknowledge that I am committed to observing the recusals listed on this report, including those listed in Part 7 of the report, except to the extent that these recusals have been amended, modified, or supplemented in writing by the appropriate ethics official.

Signature _______________________________________ Date _______________

Part 1: Loans from National Banks or Federal Savings Associations

A. Loans from National Banks or Federal Savings Associations

Contractors will recuse themselves from any national bank or a federal savings association, which issued or currently holds their loan. In some cases, the ethics official may limit the recusal to the department or subsidiary that holds the loan.

A.1. Do you have one or more loans or extension of credits, other than a credit card, that are held by a national bank, a federal savings association, or a subsidiary of a national bank or a federal savings association? (Include loans issued jointly to you and any other person. Report only those loans of which a national bank or a federal savings association or a subsidiary of a national bank or a federal savings association is the owner or owner/servicer, as distinguished from loans for which the bank or savings association is only the servicer.)

YES NO

(If yes, describe in Appendix 1A at the end of the form. If no, skip to B.)

B. Spouse and Minor Child Loans and Extensions of Credit

(Note: Loans that are solely the obligation of a contractor’s spouse or minor child do not require the contractor to be recused from the issuing bank or savings association, unless the appropriate ethics official determines a recusal is necessary to avoid any appearance of a conflict of interest.)

B.1. Does your spouse or minor child have one or more loans or other extensions of credit from a national bank or a federal savings association or from a subsidiary of a national bank or a federal savings association (excluding credit cards and loans reported under A. above)?

(If yes, describe in Appendix 1B at the end of the form and answer B.2. If no, skip to C.)

C. Extensions of Credit from Affiliates of a National Bank or a Federal Savings Association

(Note: The term "affiliate" does not include subsidiaries of national banks or federal savings associations. See HELP for definition of "affiliate." The appropriate ethics official, may determine that an affiliate loan creates a real or apparent conflict with the performance of a contractor’s job duties.)

C.1. Are you or your spouse or minor child indebted to an affiliate of any national bank or federal savings association in amounts aggregating more than $25,000 (not including credit cards and loans secured by your primary residence, e.g., first mortgage or home equity loans)?

(If yes, describe in Appendix 1C at the end of the form. If no, skip to Part 2.)

Part 2: Financial Interests in Banks or Savings Associations

A. Ownership of Securities in Banks or Savings Associations

(Note: All OCC contractors and their spouses and minor children must report their interests in securities (e.g., stock and bonds) of the following: 1) commercial banks (both national and state), 2) savings associations (both federal and state), and 3) affiliates of banks or savings associations (e.g., bank holding companies). These reportable interests include financial interests that result when an OCC contractor, spouse, or minor child is the trustee or beneficiary of a trust that holds such securities.)

See HELP for a definition of the term "securities" and a list of other securities of banks or savings associations that must be reported, including securities that are held by partnerships, closely held corporations, or other entities in which the contractor or the contractor’s spouse or minor child has an ownership interest. Securities of a commercial company that owns a national bank or a federal savings association (e.g., General Electric, Nordstrom, Target) should be listed in Part 5 rather than this part.

A.1. Do you or your spouse or minor child directly or indirectly own securities in any commercial bank (national or state-chartered) or savings association (federal or state-chartered) or in any affiliate of a commercial bank or savings association (including a bank holding company)?

(If yes, describe in Appendix 2A at the end of the form. If no, skip to B.)

B. Financial Services Sector or Banking Sector Mutual Funds

(Note: All contractors, their spouses, and minor children must report their interest in mutual funds that have a stated policy of concentrating in the financial services sector (including the banking sector) or that has more than 25% of its assets invested in securities of banks or savings associations or their affiliates (which in most cases would also be financial services sector funds). A fund's prospectus will typically include a description of the fund's investment strategy or policy.)

B.1. Do you, your spouse, or minor children have an investment in a mutual fund or other collective investment fund or in a widely held pension or similar fund that has a stated policy of concentrating in the financial services sector or in the banking sector or that has more than 25% of its assets invested in securities of banks or savings associations or their affiliates?

(If yes, list in the table in Appendix 2B. If no, skip to C.)

C. Pension and Retirement Interests Resulting from an OCC Contractor or Spouse Working at a Bank or a Savings Association

(Note: When an OCC contractor or the contractor’s spouse participates in a pension or retirement plan from a bank or a savings association or from an affiliate of a bank or savings association (usually as a result of prior or current employment), a recusal is ordinarily required. Consult the OCC ethics official about the scope of the recusal.)

C.1. Do you or your spouse have any of the following arrangements with or continuing financial interests in a bank or a savings association or in an affiliate of a bank or a savings association (including a bank holding company) where you or your spouse have worked or plan to work in the future: a pension or retirement plan, including a defined benefit plan or defined contribution plan; an agreement or arrangement for future employment; a leave of absence; or a continuation of payment from a former employer?

(If yes, list in the table in Appendix 2C. If no, skip to Part 3.)

Part 3: Employment of Contractor or Family Members

The term "family member" includes a covered contractor’s spouse, father, mother, brother, sister, child, stepchild, grandparent, and grandchild; the father, mother, brother, sister, and grandparent of the contractor’s spouse; the spouse of the contractor’s father, mother, brother, sister, grandparent, child, step-child, and grandchild, and any other member of the contractor’s household.

(Note: A covered contractor generally must be recused from matters related to a national bank or a federal savings association or an affiliate where a family member of the contractor works or serves in some other capacity, unless an exception is granted by the appropriate ethics official. Covered contractors may also be recused on the basis of their own prior bank-related employment, especially if that employment occurred in the years immediately prior to contracting with the OCC. The appropriate ethics official may limit recusals or extend them to other affiliated or non-affiliated companies.)

1. During the past five years, have you served in any capacity with a commercial bank (national or state-chartered) or a savings association (federal or state-chartered) or an affiliate of a bank or savings association? Or do any of your family members currently serve in any capacity with one of these institutions?

(If yes, describe in Appendix 3. If no, skip to Part 4.)

Part 4: Outside Employment or Business Activity

(Note: Contractors are required to notify their OCC contact of all compensated or noncompensated outside employment or other business activity that they will be engaged in during the period when they are working for the OCC. The term "business activity" includes services performed with or without compensation for a corporation, company, firm, partnership or other business enterprise, nonprofit organization, or educational or other institution as an employee, owner, director, member, trustee, partner, advisor, or consultant. The term does not include uncompensated nonbusiness-related activities, such as membership or other participation in a nonprofit organization that does not involve making business decisions about that organization. Furthermore, unless there is a conflict or the appearance of a conflict of interest, contractors do not have to report any positions with religious, social, fraternal or political entities or those solely of an honorary nature.)

Since outside employment or business activities could raise the potential for an Organization Conflict of Interest (OCI), contractors must obtain prior written approval from their OCC contact and the concurrence of the appropriate ethics official before engaging in compensated or noncompensated outside employment or business activities while they are performing contracting services for the OCC.

1. Are you employed (apart from your OCC contract work) or engaged in any other compensated or noncompensated business activity?

(If yes, describe in Appendix 4. If no, skip to Part 5.)

Part 5: Bankruptcy, Loan Default, or Debt Restructuring

A. Bankruptcy

A.1. Did you file for bankruptcy during the past three years?

YES NO

A.2. If you answered yes, provide the date and current status of the bankruptcy.

Enter date as MM/DD/YYYY:

Status:

A.3. If you answered yes, was there any debt owed to a national bank or a federal savings association discharged during the bankruptcy?

A.4. If you answered yes to A.3, provide the name and main office address of the bank or savings association.

Name and address:

B. Defaulted Loan

B.1. Did you have any loan(s) (including all extensions of credit in any form from any creditor, including commercial or consumer loans, auto loans, loans obtained from retailers or merchants, mortgages and credit cards) where interest and/or principal payments exceeded their due dates by more than 90 days during the past three years?

B.2. If you answered yes, provide the name and address of the lender and the current status of the loan.

Name and address:

Status:

C. Debt Restructuring

C.1. Did you engage in a debt restructuring transaction involving a national bank or a savings association, including a short sale (where the bank or savings association agreed to discount your loan balance) of your residential real property, during the past three years?

C.2. If you answered yes, provide the name and address of the bank or savings association office you dealt with and the date of the restructuring.

Name and address:

Enter date as MM/DD/YYYY:

Part 6: Other Conflicts of Interest

List other conflicts of interest or recusals not otherwise listed on this report, e.g., conflicts related to personal friendships or bank or savings association employment by a relative (uncle, cousin, etc.) not reported under Employment of Contractor or Family Members. In addition, if a contractor or a contractor’s spouse or minor child owns securities of a commercial company that owns a national bank or a federal savings association, the contractor should list the ownership interest here and recuse himself or herself from the bank or savings association owned or operated by the company and from any particular matter that would affect his or her financial interests in the company. See the enclosed list of Commercial Holding Companies. Examples of such companies include General Electric, Nordstrom, and Target.

In the space below, list any other financial interests, relationships, or other circumstances that you believe could create a conflict of interest or the appearance of a conflict with the performance of your duties as an OCC contractor.

Comments or Additional Entries

If you have any comments or entries that did not fit elsewhere on the form, enter them below.

Part 7: Attestation and Recusal

In signing on page 1 of this financial disclosure report, I acknowledge that I am committed to observing the recusals listed immediately below, except to the extent that these recusals have been amended, modified, or supplemented in writing by the appropriate ethics official. In addition, I attest that any national bank or federal savings association credit card held by myself (or by my spouse or minor children, if applicable) was sought and obtained on terms and conditions no more favorable than those offered to the general public.

Part 1: Unless otherwise advised by the ethics official, I will observe a recusal from any national bank or federal savings association to which I am indebted on a loan referenced in Part 1 or from the subsidiary or department that holds a loan referenced in Part 1. I will also observe a recusal with respect to the national bank or federal savings association holding a loan of my spouse or minor child referenced in Part 1B that remains my obligation under these rules.

Part 2A: I consider myself recused from any bank or savings association referenced in Part 2A as well as any affiliates (including holding company) of that bank or savings association.

Part 2B: I consider myself recused from any bank or savings association whose stock is held by a mutual fund listed in Part 2B, unless otherwise advised in writing by an appropriate ethics official.

Part 2C: I consider myself recused from any company and its affiliates which sponsor a defined benefit plan referenced in Part 2C.

Part 3: I consider myself recused from the bank or savings association or affiliate where a family member listed in Part 3 is employed or serves in some other capacity and will observe any recusal imposed by the ethics official for my own prior work at a bank or a savings association or an affiliate of a bank or a savings association

Part 4: I consider myself recused from performing any services under this contract which create the potential for an Organizational Conflict of Interest (OCI) and I will consult the OCI clause in the contract for additional guidance.

Parts 5 & 6: I will observe any recusals listed in Parts 5 and 6.

Finally, I will observe any other recusals specified by the appropriate ethics official.

Confidentiality

The OCC Financial Disclosure Report is confidential and is generally not subject to disclosure because it contains sensitive commercial and financial information, as well as personal privacy-protected information. This report and the information which it contains is, accordingly, exempt from being released to the public, under exemptions 3(a) and (b), 4 and 6 of the Freedom of Information Act (FOIA). Additional FOIA exemptions may apply to particular reports. Agency personnel shall not publicly release the OCC Financial Disclosure Reports or the information they contain, unless authorized by law.

AGENCY REVIEW

Signature of Ethics Official _______________________________________ Date ________________________________

Remarks:

----------------------------------------------- Appendices -------------------------------------

APPENDIX 1A - Loans and Extensions of Credit

Name of original lender (if applicable)

(city and state) Type of credit (car loan, etc.)

APPENDIX 1B - Spouse and Minor Child Loans and Extensions of Credit

(city and state) Type of credit (car loan, etc.)

Loans only:

Date taken

B.2. Does each of your spouse's or minor child's loans meet ALL of the following requirements:

a. The loan is made on terms and conditions no more favorable than those offered to the general public;

b. You did not participate in the negotiation of the loan and you are not a party to the loan instrument as co-maker, endorser or guarantor; AND

c. The loan is supported solely by your spouse’s or minor child's own income or means?

(If no, list below the lender name and type of credit for any item that does not meet all three requirements. You will be recused from that bank or savings association.)

(If not applicable, skip to part C.)

(If yes, skip to C. No recusal is necessary, but you should advise your OCC contact before undertaking any contract service regarding a bank or a savings association where your spouse or minor child has a loan, so that you can avoid reviewing or taking any other specific action regarding that loan.)

APPENDIX 1C - Extensions of Credit from Affiliates of a National Bank or a Federal Savings Association

(city and state) Type of credit (car loan, etc.)

Date taken

APPENDIX 2A - Ownership of Bank or Savings Association Securities

(city and state)

APPENDIX 2B - Financial Services Sector or Banking Sector Mutual Funds

(by purchase, gift, inheritance, etc.)

APPENDIX 2C - Pension and Retirement Interests

APPENDIX 3 - Bank or Savings Association Employment of Contractor or Family Members

APPENDIX 4 - Outside Employment or Business Activity

OCC CONFIDENTIAL FINANCIAL DISCLOSURE REPORT

for Contractors of the Office of the Comptroller of the Currency Who Participate in Bank Examinations and Other Bank Supervisory Activities

---------------------------------- HELP ---------------------------------------

Affiliates of a Commercial Bank or a Savings Association includes any holding company that owns a national bank, state-chartered bank, federal savings association, or state-chartered savings association. It also includes any company owned by such a holding company. For example, a mortgage company owned directly by a bank holding company is a bank affiliate.

Bank Pensions and Retirement Plans - Part 2.C. requests information on pensions or retirement plans from banks or savings associations and their affiliates which OCC contractors or their spouses participate in as well as other employment-related agreements or arrangements which the OCC contractor has entered into with banks or savings associations, including arrangements for future employment and continuations of payment.

Remember: The questions in Part 2.C. apply only if you or your spouse have worked for a bank or a savings association or an affiliate of a bank or a savings association, or have entered into an agreement or arrangement to work for one of these employers.

Business Activity includes services performed with or without compensation for a corporation, company, firm, partnership, or other business enterprise, nonprofit organization, or educational or other institution as an employee, owner, director, member, trustee, partner, advisor, or consultant. The term does not include uncompensated activity that does not involve making business decisions about an organization. Nor is reporting required for positions with religious, social, fraternal, or political entities or positions solely of an honorary nature, unless there is a conflict or apparent conflict of interest.

Children, Reporting Interest of – On the OCC disclosure report, the contractor must list certain financial interests of their "minor" children. Generally, under the law a child is a "minor" until age 18.

Credit cards – Contractors may obtain personal credit cards from national banks or federal savings associations without any recusal, provided they satisfy generally applicable financial requirements and the credits are extended to the contractor on terms and conditions no more favorable than those available to other similarly situated borrowers. In addition, when contractors provide services at a bank or a savings association from which they hold a credit card, they must inform their OCC contact and ethics officials prior to performing the service if a significant issue exists with respect to their credit card debt, e.g., their payments are not current, they are involved in a billing dispute, or they are negotiating with the bank or savings association concerning restructuring the debt. In such cases, a recusal may be required.

Family Member includes:

· The spouse, father, mother, brother, sister, child, grandparent, and grandchild of the contractor;

· The father, mother, brother, sister, and grandparent of the contractor's spouse;

· The spouse of the contractor's father, mother, brother, sister, child, grandparent, and grandchild; and

· Any other member of the contractor's household.

Federal Savings Association includes any federal savings association or any subsidiary of a federal savings association.

Financial Interest in Banks or Savings Associations – All contractors are required to report:

· Pension plans and other financial interests in commercial banks or savings associations or their affiliates where the contractor formerly worked;

· Arrangements or agreements for future employment with a bank or a savings association or an affiliate of a bank or a savings association;

· Any ownership of securities of 1) commercial banks (both national and state), 2) savings associations (both federal and state), and 3) affiliates of banks or savings associations (e.g., bank holding companies);

· Any ownership of the above-identified securities by their spouse or minor children; and

· Any ownership of the above-identified securities attributable to the contractor. This includes ownership in securities deriving from:

1) A partnership in which the contractor or the contractor's spouse or minor child is a general partner;

2) A partnership in which the contractor or the contractor's spouse or minor child is a limited partner, if the contractor, spouse, or child, individually or jointly, holds an interest of more than 10 percent;

3) A closely held corporation in which the contractor or the contractor's spouse or minor child, individually or jointly, holds an equity stock interest of more than 10 percent;

4) A trust in which the contractor or the contractor's spouse or minor child has a legal or beneficial interest;

5) An investment club or similar informal investment arrangement with others;

6) A qualified profit-sharing, retirement, or similar plan (Note: This does not include the use of a commercial bank or a savings association or an affiliate of a bank or savings association as custodian or trustee of accounts containing tax-deferred retirement funds); or

7) Any other entity in which the contractor or the contractor's spouse or minor child, individually or jointly, has an equity interest of more than 25 percent.

Loan Reporting – Contractors are required to report:

· Their loans and extensions of credit from national banks or federal savings associations and their subsidiaries in Part 1 A and from affiliates of national banks or federal savings associations in Part 1 C.

· Certain loans and extensions of credit to their spouses or minor children in Part 1 B.

· Certain other loans and extensions of credit from national banks or federal savings associations that are attributable to them, including extensions of credit, to -

1) A partnership in which the contractor or the contractor's spouse or minor child is a general partner;

2) A partnership in which the contractor or the contractor's spouse or minor child is a limited partner, if the contractor, spouse, or child, individually or jointly, holds an interest of more than 10 percent;

3) A closely held corporation in which the contractor or the contractor's spouse or minor child, individually or jointly, holds an equity stock interest of more than 10 percent;

4) A trust in which the contractor or the contractor's spouse or minor child has a legal or beneficial interest;

5) Any other entity in which the contractor or the contractor's spouse or minor child, individually or jointly, has an equity interest of more than 25 percent.

Main Office Address is the location of the main office of the bank or savings association or affiliate, not necessarily the place where payments are sent.

Mutual Fund Reporting Information – OCC contractors may invest in a mutual fund or other collective investment fund or in a widely held pension or similar fund provided the fund does not have a stated policy of concentrating in the financial services industry (including the banking sector) or has more than 25% of its assets invested in securities of banks or savings associations or their affiliates (which in most cases would be a financial services sector fund) and neither the contractor nor the contractor's spouse exercises control over nor has the ability to exercise control over the financial interests of the fund.

National Bank includes any national bank or any subsidiary of a national bank, such as a mortgage company owned by a national bank.

Primary Residence Mortgage Loans – Contractors are permitted to obtain mortgage loans secured by their primary residence from national banks, federal savings associations, and their subsidiaries provided they maintain a recusal from the lender and observe certain additional restrictions, as discussed on the financial disclosure report.

Recusals for Contractors with Loans – A contractor who takes out a primary residence mortgage loan is recused from examining or participating in other matters involving the national bank or a federal savings association extending the loan; but, if the contractor is subsequently assigned to a matter involving the bank or savings association, this recusal may be waived so long as it is determined that the loan was entered into appropriately, and there are no other circumstances present that might require that the recusal be continued.

Contractors who had loans from national banks or federal savings associations prior to their contract with the OCC (e.g., student loans) or who took out a loan with another lender that was subsequently transferred to a national bank or a federal savings association (e.g., a loan taken out with a state-chartered bank that was sold to a national bank) are required to recuse themselves from the bank department or subsidiary which holds the loan.

Recusals for Contractors Owning Securities in Commercial Holding Companies that Own or Operate Banks or Savings Associations – Contractors must also recuse themselves from performing services at banks or savings associations owned by commercial holding companies, i.e., publicly traded holding companies that, by virtue of their limited activities, do not cause their parent company to become a bank holding company under the Bank Holding Company Act of 1956 (for example, a bank engaged only in credit card activities) and the ownership or operation of the bank or savings association is not a significant activity of the holding company. In addition, contractors must recuse themselves from particular matters affecting their financial interests in the company. A list of these commercial companies is attached.

EXAMPLE Edmund owns stock in Target Corp. Edmund must recuse himself from matters related to Target National Bank, Sioux Falls, SD. He will enter this information under "Other Conflicts of Interest" in Part 6 of the OCC Financial Disclosure Report.

Recusals Because of Bank or Savings Association Employment of Contractor or Family Members – The OCC Financial Disclosure Report requires the reporting of current employment by family members of OCC contractors as well as employment by the reporting contractor at a bank or a savings association or an affiliate of a bank or a savings association within the five years prior to the date of filing. Whenever a family member of a contractor is employed by, or serves in any other capacity with, a national bank or a federal savings association or an affiliate of a national bank or a federal savings association (hereinafter “an affiliate”), the OCC contractor may not participate in any matter involving the bank or savings association or affiliate where the family member serves. The appropriate ethics official may limit the recusal to specific bank departments or extend it to other affiliated companies. See instructions for a definition of "family member."

Contractors may also be recused on the basis of their own prior employment at a bank or a savings association or an affiliate, depending on the nature and the date of the work. The disclosure report requires reporting of services performed for a bank or a savings association or an affiliate within the five years prior to contracting with the OCC. The OCC ethics policy requires a contractor generally to be recused for two years from participating in matters involving a bank or a savings association where they worked immediately prior to contracting with the OCC. This recusal may be shortened or lengthened by the ethics official, depending on individual circumstances. Contractors should also report any other family member employment that might create a real or apparent conflict of interest in Part 6 under "Other Conflicts of Interest." For example, if a contractor has a close relationship with a cousin who holds an influential position in a small national bank, the contractor should consider a recusal to avoid any appearance of a conflict of interest. The contractor should discuss this matter with their OCC contact.

Securities includes all interests in debt or equity instruments. Thus, the term includes, without limitation, secured and unsecured bonds, debentures, notes, securitized assets and commercial paper, as well as all types of preferred and common stock. It encompasses both current and contingent ownership interests, including any beneficial or legal interest derived from a trust. The term extends to any right to acquire or dispose of any long and short position in such securities and includes, without limitation, interests convertible into such securities, as well as options, rights, warrants, puts, calls, and straddles with respect thereto. Bank or Savings Association securities, for the purposes of this report, does not include any investment in a publicly traded company owning banks or savings association that, by virtue of their limited activities, do not cause their parent company to become a bank holding company under the Bank Holding Company Act of 1956 (for example, a bank engaged only in credit card activities) and the ownership or operation of the banks or savings association is not a significant activity of the holding company. An OCC contractor who owns such an interest must be recused from participating in the regulation or supervision of the bank or savings association owned or operated by the company and from any particular matter that would affect his or her financial interests in the company. Also, interests in such companies should be reported in Part 6. Examples of such companies include General Electric, Nordstrom, and Target. A list of such holding companies is available in an Ethics Bulletin on the Ethics Page on the OCCnet.