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Table of Contents
As filed with the Securities and Exchange Commission on January 30, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Novartis AG
(Exact name of Registrant as specified in its charter) |
Novartis Capital Corporation
(Exact name of Registrant as specified in its charter) |
|
Novartis Inc.
(Translation of Registrant's name into English) |
Not Applicable
(Translation of Registrant's name into English) |
|
Switzerland
(State or other jurisdiction of incorporation or organization) |
Delaware
(State or other jurisdiction of incorporation or organization) |
|
Not Applicable
(I.R.S. Employer Identification No.) |
26-3086456
(I.R.S. Employer Identification No.) |
|
Lichtstrasse 35
4056 Basel, Switzerland +41 61 324 1111 (Address and telephone number of Registrant's principal executive offices) |
1 Health Plaza, East Hanover
New Jersey 07936 +1 862 778 8300 (Address and telephone number of Registrant's principal executive offices) |
Shannon Thyme Klinger
Christian Rehm, Ph.D.
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland
+41 61 324 1111
(Name, address and telephone number of agent for service)
Copies of all communications to: | ||
Bernd Bohr Mayer Brown International LLP 201 Bishopsgate London EC2M 3AF +44 20 3130 3640 |
|
Justin R. Salon Morrison & Foerster LLP 2000 Pennsylvania Avenue, NW Suite 6000 Washington, D.C. 20006-1888 +1 202 887 8785 |
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company. o
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
|
||||
Title of Each Class of Securities
to be Registered |
Amount to be Registered/
Proposed Maximum Aggregate Offering Price per Unit/ Proposed Maximum Aggregate Offering Price |
Amount of
Registration Fee |
||
---|---|---|---|---|
Debt securities of Novartis Capital Corporation |
(1) | (1) | ||
Guarantees of Novartis AG of the debt securities of Novartis Capital Corporation(2) |
||||
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PROSPECTUS
Novartis Capital Corporation
Debt Securities
Fully and Unconditionally Guaranteed by
Novartis AG
We may offer debt securities from time to time in one or more series through this prospectus. The debt securities will be issued by Novartis Capital Corporation, one of Novartis AG's finance subsidiaries, and will be fully and unconditionally guaranteed by Novartis AG.
We will provide the specific terms of the debt securities we offer in one or more supplements to this prospectus. You should read this prospectus and any related prospectus supplement carefully before you invest in our debt securities. Our debt securities may be denominated in U.S. dollars or in any other currencies, currency units or composite currencies as we may designate.
We may offer these debt securities through underwriters, agents or dealers or directly to institutional purchasers. The accompanying prospectus supplement will set forth the names of any underwriters or agents and any applicable commissions or discounts. The prospectus supplement will also set forth the proceeds we will receive from any sale of debt securities and the intended use thereof.
Investing in our debt securities involves certain risks. See "Risk Factors" on page 2 to read about certain factors you should consider before investing in our debt securities.
Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 30, 2020.
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. Neither we nor any underwriters or agents have authorized anyone else to provide you with different or additional information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of these documents. We are not making an offer of these securities in any state or other jurisdiction where the offer or sale is not permitted.
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf registration process, we may sell any combination of the debt securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the debt securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the offered debt securities. Those terms may vary from the terms described in this prospectus. As a result, the summary description of the debt securities in this prospectus is subject to, and qualified by reference to, the descriptions of the particular terms of any debt securities contained in any related prospectus supplement. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any related prospectus supplement together with the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." If there are any inconsistencies between the information contained in this prospectus and the information contained in any prospectus supplement, the information in the prospectus supplement will prevail.
This prospectus does not include all of the information contained in the registration statement of which it is a part. We refer you to the registration statement and the related exhibits for a more complete understanding of our debt securities and the shelf registration process.
Any debt securities issued by Novartis Capital Corporation will be fully and unconditionally guaranteed by Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland. The term "guarantor" refers to Novartis AG. Unless the context requires otherwise, the terms "we," "our", "us", "Novartis", "Group", and similar words or phrases in this prospectus refer to Novartis AG and its consolidated affiliates. However, each Group company is legally separate from all other Group companies and manages its business independently through its respective board of directors or similar supervisory body or other top local management body, if applicable.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports with and furnish other reports and information to the SEC. You may read and copy any document we file with or furnish to the SEC on the SEC's website at www.sec.gov. The address of the SEC's website is provided solely for the information of prospective investors and is not intended to be an active link. Reports and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we later file with or furnish to the SEC and that is incorporated by reference will automatically update and supersede information in this prospectus and information previously incorporated by reference herein.
Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents is not intended to create any implication that there has been no change in our affairs since the date of the relevant document or that the information contained in such document is current as of any time subsequent to its date. Any statement contained in such incorporated documents is deemed to be modified or superseded for the purpose of this
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prospectus to the extent that a subsequent statement contained in another document we incorporate by reference at a later date modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We hereby incorporate by reference into this prospectus the documents listed below. Unless otherwise noted, all of the documents listed below have the SEC file number 001-15024:
You may obtain copies of these documents in the manner described above. You may also request copies of these documents at no cost by contacting us as follows:
Novartis International AG
Investor Relations P.O. Box CH-4002 Basel Switzerland Tel: +41 61 324 79 44 Fax: +41 61 324 84 44 E-mail: investor.relations@novartis.com |
Novartis Services, Inc.
Investor Relations One Health Plaza East Hanover, NJ 07936 USA Tel: + 1 862 778 5052 E-mail: investor.relations@novartis.com |
PRESENTATION OF FINANCIAL INFORMATION
We present our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. When we refer to "$," we mean U.S. dollars. Except where noted, all financial information is presented in accordance with IFRS.
Investing in our debt securities involves certain risks. You should read "Risk Factors" on pages 11 - 22 of our annual report on Form 20-F for the year ended December 31, 2019, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for a discussion of certain factors you should consider before investing in our debt securities. You should also read any risks described in any prospectus supplement related to a specific offering of our debt securities.
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This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995, as amended. Other written materials filed with or furnished to the SEC by Novartis, as well as other written and oral statements made to the public, may also contain forward-looking statements. Forward-looking statements can be identified by words such as "potential," "expected," "will," "planned," "pipeline," "outlook," "may," "could," "would," "anticipate," "seek," or similar terms, or by express or implied discussions regarding potential new products, potential new indications for existing products, or regarding potential future revenues from any such products; or regarding the potential outcome, or financial or other impact on Novartis, of the acquisition of The Medicines Company, the proposed divestiture of certain portions of our Sandoz Division business in the US, and other transactions described; or regarding the potential impact of our share buybacks; or regarding potential future sales or earnings of the Group or any of its divisions or potential shareholder returns; or regarding potential future credit ratings of the Group; or by discussions of strategy, plans, expectations or intentions. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth or implied in the forward-looking statements. You should not place undue reliance on forward-looking statements.
In particular, our expectations could be affected by, among other things:
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Some of these and other risks and factors are discussed in more detail in Novartis AG's current Form 20-F on file with the SEC, including under "Item 3. Key InformationItem 3.D. Risk factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects." Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this prospectus or in the documents incorporated herein by reference as anticipated, believed, estimated or expected. We provide the information in this prospectus, any applicable prospectus supplement and any document incorporated herein by reference as of the relevant filing date. We do not intend, and do not assume any obligation, to update any information or forward-looking statements set out in any such documents as a result of new information, future events or otherwise.
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Unless we tell you otherwise in a prospectus supplement, we will use the net proceeds from the sale of the debt securities described in this prospectus for our general corporate purposes outside of Switzerland, which may include the refinancing of existing short- and long-term indebtedness or investing the net proceeds in marketable securities as part of our liquidity management process.
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Novartis AG was incorporated on February 29, 1996 under the laws of Switzerland as a stock corporation (Aktiengesellschaft) with an indefinite duration. On December 20, 1996, our predecessor companies, Ciba-Geigy AG and Sandoz AG, merged into this new entity, creating Novartis. Novartis AG is domiciled in and governed by the laws of Switzerland. Its registered office is located at Novartis AG, Lichtstrasse 35, CH-4056 Basel, Switzerland, and its telephone number is +41 61 324 1111.
Novartis is a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of healthcare products, led by innovative pharmaceuticals and also including high-quality generic pharmaceuticals. The Group is headquartered in Basel, Switzerland. Novartis AG, our Swiss holding company, owns, directly or indirectly, all of our significant operating companies.
Our purpose is to reimagine medicine to improve and extend people's lives. We use innovative science and technology to address some of society's most challenging healthcare issues. We discover and develop breakthrough treatments and find new ways to deliver them to as many people as possible. We also aim to reward those who invest their money, time and ideas in our company. Our vision is to be a trusted leader in changing the practice of medicine. Our strategy is to build a leading, focused medicines company powered by advanced therapy platforms and data science. As we implement our strategy, we have five priorities to shape our future and help us continue to create value for our company, our shareholders and society: unleash the power of our people; deliver transformative innovation; embrace operational excellence; go big on data and digital; and build trust with society.
In 2019, Novartis achieved net sales from continuing operations of USD 47.4 billion, while net income from continuing operations amounted to USD 7.1 billion and net income to USD 11.7 billion. Headquartered in Basel, Switzerland, our Group companies employed 104 000 full-time equivalent associates as of December 31, 2019. Our products are sold in approximately 155 countries around the world.
The Group comprises two global operating divisions:
Our Innovative Medicines Division researches, develops, manufactures, distributes and sells patented prescription medicines to enhance health outcomes for patients and healthcare providers. Innovative Medicines is organized into two global business units: Novartis Oncology and Novartis Pharmaceuticals. Novartis Pharmaceuticals consists of the following global business franchises: Ophthalmology; Neuroscience; Immunology, Hepatology and Dermatology; Respiratory; Cardiovascular, Renal and Metabolism; and Established Medicines.
Our Sandoz Division develops, manufactures, distributes and sells prescription medicines as well as pharmaceutical active substances that are not protected by valid and enforceable third-party patents. Sandoz is organized globally into three franchises: Retail Generics; Anti-Infectives and Biopharmaceuticals. In Retail Generics, Sandoz develops, manufactures and markets active ingredients and finished dosage forms of small molecule pharmaceuticals to third parties across a broad range of therapeutic areas, as well as finished dosage form anti-infectives sold to third parties. In Anti-Infectives, Sandoz manufactures and supplies active pharmaceutical ingredients and intermediatesmainly antibioticsfor internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures and markets protein- or other biotechnology-based products, including biosimilars, and provides biotechnology manufacturing services to other companies.
In April 2019, we completed the previously announced spin-off of Alcon into a separately traded standalone company. In Novartis AG's annual report for the year ended December 31, 2019, to comply
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with IFRS, we have separated the Group's reported financial data for 2019 and prior years into "continuing" and "discontinued" operations. Discontinued operations include the Alcon eye care devices business and certain Corporate activities attributable to the Alcon business prior to the spin-off, the gain on distribution of Alcon to Novartis AG shareholders and certain other expenses related to the spin-off.
Our divisions are supported by the following organizational units: the Novartis Institutes for BioMedical Research, Global Drug Development, Novartis Technical Operations and Novartis Business Services. The financial results of these organizational units are included in the results of the divisions for which their work is performed. The Novartis Institutes for BioMedical Research (NIBR) is the innovation engine of Novartis, which conducts drug discovery research and early clinical development trials for our Innovative Medicines Division. Approximately 5,600 full time equivalent scientists, physicians and business professionals at NIBR are working to discover new medicines for various diseases at sites located in the US, Switzerland and China.
Our Global Drug Development (GDD) organization oversees drug development activities for our Innovative Medicines Division and collaborates with our Sandoz Division on development of its biosimilars portfolio. GDD works collaboratively with NIBR and with the Innovative Medicines and Sandoz Divisions to execute our overall pipeline strategy. The GDD organization includes centralized global functions such as Regulatory Affairs and Global Development Operations, as well as Global Development units aligned with our business franchises. GDD includes approximately 11 000 full-time equivalent associates worldwide.
Novartis Technical Operations (NTO) manages manufacturing operations, supply chain, and quality across our Innovative Medicines and Sandoz Divisions. As the Novartis portfolio evolves, we continue to transform our operations to help ensure we can deliver the innovation and expertise needed to enable the production of new medical technologies, while increasing effciency. NTO is expected to enhance capacity planning and adherence to quality standards, and to lower costs through simplification, standardization and external spend optimization. NTO includes approximately 25,100 full-time equivalent associates and 60 manufacturing sites across our Innovative Medicines and Sandoz Divisions.
Novartis Business Services (NBS), our shared services organization, delivers integrated solutions to all Novartis divisions and units worldwide. NBS seeks to drive effciency and effectiveness across Novartis by simplifying and standardizing services across six service domains: human resources, real estate and facility services, procurement, information technology, commercial and medical support activities, and financial reporting and accounting operations. NBS has approximately 10,000 full-time equivalent associates in more than 30 countries. NBS works to leverage the full scale of Novartis to create value across the Company and to free up resources to invest in innovation and our product pipeline. NBS continues to transfer the delivery of selected services to its five Global Service Centers in Dublin, Ireland; Hyderabad, India; Kuala Lumpur, Malaysia; Mexico City, Mexico; and Prague, Czech Republic.
Our shares are listed on the SIX Swiss Exchange under the symbol "NOVN" and on the New York Stock Exchange (NYSE) in the form of American Deposityary Receipts (ADRs) representing American Depositary Shares(ADSs) under the symbol "NVS".
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Novartis Capital Corporation is a finance subsidiary indirectly owned 100% by Novartis AG and was incorporated as a corporation under the laws of Delaware on July 23, 2008. It exists for the purpose of issuing debt securities, the proceeds of which will be invested by it in marketable securities or advanced to, or otherwise invested in, subsidiaries or affiliates of Novartis AG. The principal office of Novartis Capital Corporation is located at 1 Health Plaza, East Hanover, New Jersey 07936, USA, and its telephone number is + 1 (202) 887 1585.
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LEGAL OWNERSHIP OF DEBT SECURITIES
"Street Name" and Other Indirect Holders
We generally will not recognize investors who hold debt securities in accounts at banks or brokers as legal holders of those debt securities. Holding securities in accounts at banks or brokers is called holding in "street name." If an investor holds debt securities in street name, we recognize only the bank or broker or the financial institution the bank or broker uses to hold the debt securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to do so. If you hold debt securities in street name, you should check with your own institution to find out:
Registered Holders
Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, extend only to persons who are registered as holders of debt securities. As noted above, we do not have obligations directly to you if you hold in street name or through other indirect means, either because you choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you but does not do so.
Global Securities
A global security is a special type of indirectly held security. If we choose to issue debt securities in the form of global securities, the ultimate beneficial owners of the debt securities will be indirect holders. We do this by requiring that the global security be registered in the name of a financial institution we select and by requiring that the debt securities represented by the global security not be registered in the name of any other holder except in the special situations described below. The financial institution that acts as the sole registered holder of the global security is called the depositary. Any person wishing to own a debt security may do so indirectly through an account with a broker, bank or other financial institution that in turn has an account with the depositary. The applicable prospectus supplement will indicate whether your series of debt securities will be issued only as global securities.
Transfers of debt securities represented by the global security will be made only on the records of the depositary or its nominee by transferring such debt securities from the account of one broker, bank or financial institution to the account of another broker, bank or financial institution. These transfers are made electronically only and are also known as book-entry transfers. Securities in global form are sometimes also referred to as being in book-entry form.
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As an indirect holder, your rights relating to a global security will be governed by the account rules of your broker, bank or financial institution and of the depositary, as well as general laws relating to securities transfers. We will not recognize you as a holder of debt securities and instead will deal only with the depositary that holds the global security.
You should be aware that if debt securities are issued only in the form of a global security:
In a few special circumstances described below, the global security will terminate and the indirect interests in it will be exchanged for registered debt securities represented by physical certificates. After that exchange, the choice of whether to hold debt securities in registered form or in street name will be up to you. You must consult your broker, bank or financial institution to find out how to have your interests in debt securities transferred to your name, so that you will be a registered holder.
Unless we specify otherwise in the applicable prospectus supplement, the special circumstances for termination of a global security are:
The prospectus supplement may also list additional circumstances for terminating a global security that would apply only to the particular series of debt securities covered by the applicable prospectus supplement. When a global security terminates, the depositary (and not us or the trustee) is responsible for deciding the names of the institutions that will be the initial registered holders.
The Term "Holder" as Used in this Prospectus and Elsewhere
In the descriptions of the debt securities included in this prospectus and any prospectus supplement, when we refer to the "holder" of a given debt security as being entitled to certain rights or
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payments, or being permitted to take certain actions, we are in all cases referring to the registered holder of the debt security.
While you would be the registered holder if you held a certificated security registered in your name, it is likely that the holder will actually be either the broker, bank or other financial institution where you have your street name account, or, in the case of a global security, the depositary. If you are an indirect holder, you will need to coordinate with the institution through which you hold your interest in a debt security in order to determine how the provisions involving holders described in this prospectus and any prospectus supplement will actually apply to you. For example, if the debt security in which you hold a beneficial interest in street name can be repaid at the option of the holder, you cannot exercise the option yourself by following the procedures described in the applicable prospectus supplement. Instead, you would need to cause the institution through which you hold your interest to take those actions on your behalf. Your institution may have procedures and deadlines different from or additional to those described in the applicable prospectus supplement relating to the debt security.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms that will apply to any debt securities that we may offer pursuant to this prospectus. The specific terms of any offered debt securities, and the extent to which the general terms described in this section apply to those debt securities, will be described in the related prospectus supplement at the time of the offer.
General
As used in this prospectus, "debt securities" means the debentures, notes, bonds, guarantees and other evidences of indebtedness that Novartis Capital Corporation issues, Novartis AG fully and unconditionally guarantees and the trustee authenticates and delivers under the indenture. The debt securities will be direct unsecured obligations of Novartis Capital Corporation and will rank equally and ratably without preference among themselves and at least equally with all of the other unsecured and unsubordinated indebtedness of Novartis Capital Corporation. The guarantees will be direct unsecured obligations of Novartis AG and will rank equally and ratably without preference among themselves and at least equally with all other unsecured and unsubordinated guarantees and indebtedness of Novartis AG.
The debt securities will be issued in one or more series under an indenture dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd and Novartis Finance S.A., as issuers, HSBC Bank USA, National Association, as trustee, and Novartis AG, as guarantor. The indenture is qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
This prospectus briefly outlines the provisions of the indenture and the description included herein is qualified in its entirety by reference to the indenture. The terms of the indenture include both those stated in the indenture and those made part of the indenture by the Trust Indenture Act. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part, and you should read the indenture for provisions that may be important to you.
The indenture does not contain any covenants or other provisions designed to protect holders of the debt securities against a reduction in the creditworthiness of Novartis AG or Novartis Capital Corporation in the event of a highly leveraged transaction or that would prohibit other transactions that might adversely affect holders of the debt securities.
Issuances in Series
The indenture does not limit the amount of debt securities that may be issued. The debt securities may be issued in one or more series with the same or various maturities, at a price of 100% of their principal amount or at a premium or a discount. Not all debt securities of any one series need be issued at the same time, and, unless otherwise provided, any series may be reopened, without the consents of the holders of debt securities of that series, for issuances of additional debt securities of that series. Except in the limited circumstances described below under "CovenantsLimitation on Liens," the debt securities will not be secured by any property or assets of Novartis AG or Novartis Capital Corporation.
The terms of any authorized series of debt securities will be described in a prospectus supplement. These terms will include some or all of the following:
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purposes. If original issue discount debt securities are issued (generally, securities that are issued at a substantial discount below their principal amount), the special U.S. federal income tax and other considerations of a purchase of original issue discount debt securities will be described;
The prospectus supplement relating to any series of debt securities may add to or change statements contained in this prospectus. The applicable prospectus supplement may also include, if applicable, a discussion of certain U.S. federal income tax and Swiss income tax considerations.
Novartis AG Guarantees
Debt securities issued by Novartis Capital Corporation will be fully and unconditionally guaranteed by Novartis AG. If for any reason Novartis Capital Corporation does not make any required payment in respect of its debt securities when due, whether on the normal due date, on acceleration, redemption or otherwise, Novartis AG will cause the payment to be made to or to the order of the trustee. The holder of a guaranteed debt security will be entitled to payment under the applicable guarantee of Novartis AG without taking any action whatsoever against Novartis Capital Corporation.
Payment and Transfer
The debt securities will be issued only as registered securities, which means that the name of the holder will be entered in a register that will be kept by the trustee or another agent appointed by us. Unless stated otherwise in a prospectus supplement, and except as described under "Book-Entry System" below, payments of principal, interest and additional amounts (as described below under "CovenantsPayment of Additional Amounts"), if any, will be made at the office of the paying agent or agents named in the applicable prospectus supplement or by check mailed to registered holders at the address appearing in the register.
Unless other procedures are described in a prospectus supplement and except as described under "Book-Entry System" below, you will be able to transfer registered debt securities at the office of the transfer agent or agents named in the applicable prospectus supplement. You may also exchange registered debt securities at the office of the transfer agent for an equal aggregate principal amount of
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registered debt securities of the same series having the same maturity date, interest rate and other terms as long as the debt securities are issued in authorized denominations.
Neither we nor the trustee will impose any service charge for any transfer or exchange of a debt security; however, we may ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of debt securities.
Consolidation, Merger, Sale, Lease or Conveyance
Novartis AG and Novartis Capital Corporation have agreed in the indenture not to consolidate with or merge with or into any other person or sell, lease, convey or otherwise dispose of all or substantially all of their respective properties and assets to any person (except that Novartis Capital Corporation may merge with or into Novartis AG and Novartis AG may merge with or into Novartis Capital Corporation), unless:
Covenants
Payment of Additional Amounts
Payments made by us under or with respect to the debt securities will be free and clear of and without withholding or deduction for or on account of any and all present or future taxes, duties, assessments or governmental charges of any nature imposed, levied, collected, withheld or assessed by or on behalf of (i) the government of Switzerland or of any political subdivision of Switzerland or by any authority or agency therein or thereof having the power to tax, (ii) the government of the jurisdiction of organization of Novartis Capital Corporation or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the debt securities or the guarantee is made or any political subdivision or territory or possession of such jurisdiction or by
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any authority or agency therein or thereof having power to tax (each of clauses (i), (ii) and (iii), a "Relevant Taxing Jurisdiction"), which we refer to collectively as "Taxes," unless we are required to withhold or deduct Taxes by law.
If we are required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the debt securities, we will pay such additional amounts as may be necessary so that the net amount received by each holder (including additional amounts) after such withholding or deduction will not be less than the amount the holder would have received if the Taxes had not been withheld or deducted; provided that no additional amounts will be payable with respect to Taxes:
nor shall additional amounts be paid with respect to any payment of the principal of or interest on any debt security to any such holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder of the debt security.
Limitation on Liens
Novartis Capital Corporation and Novartis AG have agreed in the indenture, for so long as any debt securities are outstanding, not to create or have outstanding any lien upon the whole or any part of its assets, present or future (including any uncalled capital), in order to secure any existing or future relevant indebtedness (as this term is defined below) or to secure any guarantee or indemnity in
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respect thereof without in any such case at the same time securing the debt securities equally and ratably with such relevant indebtedness (or any guarantee or indemnity in respect thereof) or creating such other security approved by Novartis Capital Corporation and/or Novartis AG (as the case may be) and the holders of a majority in principal amount of all affected series of debt securities, voting as one class.
The restrictions on liens will not apply to:
For purposes of the limitation on liens covenant, the term "relevant indebtedness" means any loan or other indebtedness in the form of, or represented or evidenced by, bonds, debentures, notes or other securities that are or are capable of being quoted, listed or traded on any stock exchange or in any securities market or over-the-counter market. For purposes of the limitation on liens covenant, "assets" refers to assets of Novartis Capital Corporation and Novartis AG, respectively, and does not include the assets of their respective subsidiaries.
Additional Covenants
We may be subject to additional covenants, including restrictive covenants in respect of a particular series of debt securities. Such additional covenants will be set forth in the applicable prospectus supplement and, to the extent necessary, in the supplemental indenture or board resolution relating to that series of debt securities.
Optional Redemption for Tax Reasons
Novartis Capital Corporation may redeem any series of debt securities in whole but not in part at any time, on giving not less than 30 nor more than 60 days' notice of such redemption, at a redemption price equal to the principal amount plus accrued and unpaid interest, if any, to the date fixed for redemption (except in the case of discounted debt securities, which may be redeemed at the redemption price specified by the terms of each series of such debt securities), if:
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We will also pay to each holder, or make available for payment to each such holder, on the redemption date any additional amounts resulting from the payment of such redemption price, subject to the conditions described under "CovenantsPayment of Additional Amounts" above. Prior to the publication of any notice of redemption, Novartis Capital Corporation or Novartis AG will deliver to the trustee an officer's certificate stating that Novartis Capital Corporation is entitled to effect a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem have occurred. Any notice of redemption will be irrevocable once Novartis Capital Corporation delivers the officer's certificate to the trustee.
Events of Default
Unless otherwise specified in a prospectus supplement, an event of default with respect to a series of debt securities means any one of the following events:
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of the property or assets of Novartis Capital Corporation or Novartis AG and not being paid, discharged, removed or stayed within 30 days;
For purposes of the definition of "event of default," the term "indebtedness" means any indebtedness for monies borrowed or raised including, without limitation, any debenture, note, bond or like security.
Any additional or different events of default applicable to a particular series of debt securities will be described in the applicable prospectus supplement relating to such series.
An event of default with respect to a particular series of debt securities will not necessarily constitute an event of default with respect to any other series of debt securities.
The trustee may withhold notice to the holders of debt securities of any default (except in the payment of principal, premium or interest) if it, in good faith, considers such withholding of notice to be in the best interests of the holders. A default is any event which is an event of default described above or would be an event of default but for the giving of notice or the passage of time.
If an event of default occurs and continues, the trustee or the holders of the aggregate principal amount of the debt securities specified below may require us to repay immediately, or accelerate:
If the event of default occurs because of a default in a payment of principal or interest on the debt securities of any series, then the trustee or the holders of at least 25% of the aggregate principal amount of debt securities of that series can accelerate that series of debt securities. If the event of default occurs because of a failure to perform any other covenant in the indenture or any covenant for the benefit of one or more, but not all, of the series of debt securities, then the trustee or the holders
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of at least 25% of the aggregate principal amount of debt securities of all series affected, voting as one class, can accelerate all of the affected series of debt securities. If the event of default occurs because of bankruptcy proceedings, then all of the debt securities under the indenture will be accelerated automatically. Therefore, except in the case of a default on a payment of principal or interest on the debt securities of your series or a default due to our bankruptcy or insolvency, it is possible that you may not be able to accelerate the debt securities of your series because of the failure of holders of other series to take action.
The holders of a majority of the aggregate principal amount of the debt securities of all affected series, voting as one class, can rescind this accelerated payment requirement or waive any past default or event of default or allow noncompliance with any provision of the indenture. However, they cannot waive a default in payment of principal of, premium, if any, or interest on any of the debt securities when due otherwise than as a result of acceleration.
After an event of default, the trustee must exercise the same degree of care a prudent person would exercise under the circumstances in the conduct of her or his own affairs. Subject to these requirements, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders, unless the holders offer the trustee reasonable indemnity. If they provide this reasonable indemnity, the holders of a majority in principal amount of all affected series of debt securities, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any power conferred upon the trustee, for any series of debt securities. However, the trustee may refuse to follow any direction that conflicts with law or the indenture or is unduly prejudicial to the rights of other holders.
No holder will be entitled to pursue any remedy with respect to the indenture unless the trustee fails to act for 60 days after it is given:
and during this 60-day period the holders of a majority in principal amount of all outstanding debt securities of such affected series do not give a direction to the trustee that is inconsistent with the enforcement request. These provisions will not prevent any holder of debt securities from enforcing payment of the principal of (and premium, if any) and interest on the debt securities at the relevant due dates.
If an event of default with respect to a series of debt securities occurs and is continuing, the trustee will mail to the holders of those debt securities a notice of the event of default within 90 days after it occurs. However, except in the case of a default in any payment in respect of a series of debt securities, the trustee shall be protected in withholding notice of an event of default if it determines in good faith that this is in the interests of the holders of the relevant debt securities.
Modification of the Indenture
In general, we may modify our rights and obligations and those of the holders under the indenture if the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification consent to such modification. However, the indenture provides that, unless each affected holder agrees, an amendment cannot:
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changing the currency in which we have to make any payment of principal, premium or interest, modifying any redemption or repurchase right, or right to convert or exchange any debt security, to the detriment of the holder and impairing any right of a holder to bring suit for payment; · waive any payment default;
However, if Novartis Capital Corporation, Novartis AG and the trustee agree, the indenture may be amended without notifying any holders or seeking their consent for any of the following purposes:
Defeasance
The term defeasance means discharge from some or all of the obligations under the indenture. Subject to the requirements of the indenture, if we deposit with the trustee sufficient cash or
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government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of a particular series, then at our option:
If this happens, the holders of the debt securities of the affected series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities. Instead, the holders will only be able to rely on the deposited funds or obligations for payment.
Novartis Capital Corporation must deliver to the trustee an opinion of counsel to the effect that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. Novartis Capital Corporation may, in lieu of an opinion of counsel, deliver a ruling to such effect received from or published by the U.S. Internal Revenue Service.
Book-Entry System
Debt securities may be issued under a book-entry system in the form of one or more global securities. The global securities will be registered in the name of a depositary or its nominee and deposited with that depositary or its custodian. Unless stated otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, or DTC, will be the depositary if a depositary is used.
DTC has advised us as follows:
According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.
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Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the debt securities upon our instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Since the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a global security, we and the trustee will treat the depositary as the sole owner or holder of the debt securities for purposes of the indenture. Therefore, except as set forth below, you will not be entitled to have debt securities registered in your name or to receive physical delivery of certificates representing the debt securities. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the indenture. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.
We will make all payments of principal, interest and additional amounts (as described under "CovenantsPayment of Additional Amounts" above), if any, on the debt securities to the depositary. It is expected that the depositary will then credit participants' accounts proportionately with these payments on the payment date and that the participants will in turn credit their customers' accounts in accordance with their customary practices. Neither we nor the trustee will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of or payments to participants and their customers, and you will have to rely on the procedures of the depositary and its participants.
Global securities are generally not transferable. Physical certificates will be issued to beneficial owners in lieu of a global security only in the special circumstances described in the sixth paragraph under the heading "Legal Ownership of Debt SecuritiesGlobal Securities."
Information Concerning the Trustee
HSBC Bank USA, National Association is the trustee under the indenture. The trustee will be required to perform only those duties that are specifically set forth in the indenture, except when a default has occurred and is continuing with respect to the debt securities. After a default, the trustee must exercise the same degree of care that a prudent person would exercise under the circumstances in the conduct of her or his own affairs. Subject to these requirements, the trustee will be under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of debt securities unless the holder offers the trustee indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by exercising those powers.
Governing Law
The debt securities, the related guarantees and the indenture will be governed by and construed in accordance with the laws of the State of New York.
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The applicable prospectus supplement will describe certain tax considerations in connection with the acquisition, ownership and disposal of the particular series of debt securities being offered thereby.
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We may sell the debt securities through agents, underwriters, dealers or directly to purchasers, through any combination of the foregoing methods or through any other method permitted by applicable law.
Our agents may solicit offers to purchase the debt securities.
We may use an underwriter or underwriters in the offer or sale of the debt securities.
We may use one or more dealers to sell the debt securities.
We may solicit directly offers to purchase the debt securities, and we may directly sell the debt securities to institutional or other investors. We will describe the terms of our direct sales in the relevant prospectus supplement.
We may indemnify agents, underwriters and dealers against certain liabilities, including liabilities under the Securities Act. Our agents, underwriters and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for, us or our subsidiaries and affiliates in the ordinary course of business.
We may authorize our agents and underwriters to solicit offers by certain institutions to purchase the relevant securities at the public offering price under delayed delivery contracts.
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Certain matters of U.S. law will be passed upon for us by Mayer Brown International LLP and for the agents or underwriters by Morrison & Foerster LLP. Morrison & Foerster LLP has performed and from time to time performs legal services for us and our subsidiaries and affiliates.
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Novartis Management on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers AG, Switzerland, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers AG is a member of EXPERTsuisseSwiss Expert Association for Audit, Tax and Fiduciary.
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LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
Because Novartis AG is a Swiss company headquartered in Switzerland, many of our directors and executive officers (as well as certain directors, managers and executive officers of Novartis Capital Corporation), and certain experts named in this prospectus, reside outside the United States, and all or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may be difficult for you to serve legal process on us or our directors and executive officers (as well as certain directors, managers and executive officers of Novartis Capital Corporation) or have any of them appear in a U.S. court. In addition, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws to enforce in U.S. courts or outside the U.S. judgments obtained against those persons in U.S. courts, to enforce in U.S. courts judgments obtained against those persons in courts in jurisdictions outside the U.S., or to enforce against those persons in Switzerland, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S. federal securities laws. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in Switzerland.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Novartis AG
Under Swiss law, directors and senior officers acting in violation of their statutory dutieswhether dealing with bona fide third parties or performing any other acts on behalf of the corporationmay become liable to the corporation, its shareholders and (in bankruptcy) its creditors for damages. The directors' liability is joint and several but only to the extent the damage is attributable to each director based on wilful or negligent violation of duty. If the board of directors lawfully delegated the power to carry out day-to-day management to a different corporate body, such as the executive board, the board of directors is not vicariously liable for the acts of the members of the executive board. Instead, the directors can be held liable for their failure to properly select, instruct or supervise the executive board members. If directors and officers enter into a transaction on behalf of the corporation with bona fide third parties in violation of their statutory duties, the transaction is nevertheless valid as long as it is not excluded by the corporation's business purpose.
Under Swiss law, a corporation may indemnify a director or officer of the corporation against losses and expenses (unless arising from his gross negligence or wilful misconduct), including attorney's fees, judgments, fines and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of or serving at the request of the corporation.
Novartis AG's articles of incorporation do not contain provisions regarding the indemnification of directors and officers but according to general principles of Swiss employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him in the execution of his duties under the employment agreement, unless the losses and expenses arise from the employee's gross negligence or wilful misconduct.
We currently maintain directors' and officers' insurance for our directors and officers as well as officers and directors of certain of our subsidiaries.
Novartis Capital Corporation
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person was or is made a party by reason of such person being or having been a director or officer of such corporation. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Article VIII of the Certificate of Incorporation and Section 4 of Article VIII of the By-Laws of Novartis Capital Corporation currently provide that Novartis Capital Corporation will indemnify directors and officers to the extent permitted by law. Under the by-laws, the directors and officers of Novartis Capital Corporation are indemnified, to the extent permitted by law and subject to certain limitations, against all costs reasonably incurred by any such director or officer in an action or proceeding to which he or she was made a party by reason of being an officer and/or director of (a) Novartis Capital Corporation or (b) if at Novartis Capital Corporation's request, an organization of which it is a shareholder or creditor.
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Exhibit No. | Description of Document | ||
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1.1 | Form of Underwriting Agreement | ||
4.1 | Indenture, dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, Novartis AG, as guarantor, and HSBC Bank USA, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrants' Registration Statement on Form F-3 (File Nos. 333-207004, 333-207004-01 and 333-207004-02), filed with the Securities and Exchange Commission on September 18, 2015) | ||
4.2 | Form of Guaranteed Debt Security | ||
5.1 | Opinion of Mayer Brown International LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation | ||
5.2 | Opinion of Bär & Karrer AG, special Swiss counsel to Novartis AG | ||
23.1 | Consent of Mayer Brown International LLP (included in Exhibit 5.1) | ||
23.2 | Consent of Bär & Karrer AG (included in Exhibit 5.2) | ||
23.3 | Consent of PricewaterhouseCoopers AG | ||
24.1 | Powers of Attorney (included on the signature pages of this registration statement) | ||
25.1 | Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of HSBC Bank USA, National Association |
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by Novartis AG pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration
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statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) In the case of Novartis AG, to file a post-effective amendment to this registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that Novartis AG includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by Novartis AG pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the Registrants pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of the Registrants under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrants undertake that in a primary offering of securities of the undersigned Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
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the undersigned Registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or their securities provided by or on behalf of the undersigned Registrants; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser.
(b) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of Novartis AG's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis AG, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 30th day of January, 2020.
Novartis AG | ||||||
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By: |
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/s/ VASANT NARASIMHAN, M.D. |
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Name: | Vasant Narasimhan, M.D. | |||||
Title: | Chief Executive Officer | |||||
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By: |
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/s/ HARRY KIRSCH |
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Name: | Harry Kirsch | |||||
Title: | Chief Financial Officer |
Each person whose signature appears below hereby constitutes and appoints Vasant Narasimhan, M.D., Harry Kirsch, Shannon Thyme Klinger, Sid Kaul, Christian Rehm, Ph.D. and Daniel Weiss, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form F-3 (and any and all additional registration statements, including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ VASANT NARASIMHAN, M.D.
Vasant Narasimhan, M.D. |
Chief Executive Officer (principal executive officer) | January 30, 2020 | ||
/s/ HARRY KIRSCH Harry Kirsch |
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Chief Financial Officer (principal financial and accounting officer) |
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January 30, 2020 |
/s/ JOERG REINHARDT, PH.D. Joerg Reinhardt, Ph.D. |
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Chairman of the Board of Directors |
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January 30, 2020 |
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Signature
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Title
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Date
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/s/ ENRICO VANNI, PH.D.
Enrico Vanni, Ph.D. |
Vice Chairman of the Board of Directors | January 30, 2020 | ||
/s/ NANCY C. ANDREWS, PH.D. Nancy C. Andrews, PH.D. |
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Director |
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January 30, 2020 |
/s/ TON BUECHNER Ton Buechner |
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Director |
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January 30, 2020 |
/s/ PATRICE BULA Patrice Bula |
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Director |
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January 30, 2020 |
/s/ SRIKANT DATAR, PH.D. Srikant Datar, Ph.D. |
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Director |
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January 30, 2020 |
/s/ ELIZABETH DOHERTY Elizabeth Doherty |
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Director |
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January 30, 2020 |
/s/ ANN FUDGE Ann Fudge |
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Director |
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January 30, 2020 |
/s/ FRANS VAN HOUTEN Frans van Houten |
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Director |
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January 30, 2020 |
/s/ ANDREAS VON PLANTA, PH.D. Andreas von Planta, Ph.D. |
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Director |
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January 30, 2020 |
/s/ CHARLES L. SAWYERS, M.D. Charles L. Sawyers, M.D. |
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Director |
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January 30, 2020 |
/s/ WILLIAM T. WINTERS William T. Winters |
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Director |
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January 30, 2020 |
/s/ DAVID HELLMUTH David Hellmuth |
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Authorized U.S. Representative |
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January 30, 2020 |
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Pursuant to the requirements of the Securities Act of 1933, the registrant, Novartis Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, on the 30th day of January, 2020.
Novartis Capital Corporation | ||||||
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By: |
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/s/ UWE BOESL |
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Name: | Uwe Boesl | |||||
Title: | Director, President and Treasurer (principal executive officer and principal financial and accounting officer) |
Each person whose signature appears below hereby constitutes and appoints Vasant Narasimhan, M.D., Harry Kirsch, Shannon Thyme Klinger, Sid Kaul, Christian Rehm, Ph.D. and Daniel Weiss, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form F-3 (and any and all additional registration statements, including registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ DANIEL WEISS
Daniel Weiss |
Chairman of the Board of Directors | January 30, 2020 | ||
/s/ UWE BOESL Uwe Boesl |
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Director, President and Treasurer (principal executive officer and principal financial and accounting officer) |
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January 30, 2020 |
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NOVARTIS CAPITAL CORPORATION
Debt Securities
Fully and Unconditionally Guaranteed by
NOVARTIS AG
FORM OF UNDERWRITING AGREEMENT
To the representatives of the several Underwriters
named from time to time in Schedule I to the applicable
Terms Agreement
Ladies and Gentlemen:
From time to time Novartis Capital Corporation, a corporation incorporated under the laws of Delaware (the Issuer), and Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, as guarantor (the Guarantor), propose to enter into one or more Terms Agreements (each a Terms Agreement) substantially in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and subject to the terms and conditions stated herein, to issue and sell to the firms named in Schedule I to the applicable Terms Agreement (such firms constituting the Underwriters with respect to such Terms Agreement and the securities specified therein), certain of the Issuers debt securities (the Debt Securities) specified in Schedule II to such Terms Agreement (with respect to such Terms Agreement, the Designated Debt Securities). The Debt Securities will be fully and unconditionally guaranteed by the Guarantor as to payment of principal and interest (the Guarantees and, together with the Debt Securities, the Securities). The Designated Debt Securities and the related Guarantees (the Designated Guarantees) that will be issued and sold pursuant to any applicable Terms Agreement are collectively referred to herein as the Designated Securities with regard to such Terms Agreement.
The terms and rights of any particular issuance of Designated Securities shall be as specified in the Terms Agreement relating thereto, and such Designated Securities shall be issued under the Indenture, dated February 10, 2009 (the Indenture), among the Issuer, Novartis Securities Investment Ltd., Novartis Finance S.A., the Guarantor and HSBC Bank USA, National Association, as Trustee (the Trustee).
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantor and the Underwriters, or any Underwriter, with respect to the subject matter hereof.
1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firm(s) designated as representative(s) of the Underwriters of such Securities in the Terms Agreement relating thereto will act as representatives (the Representatives). The term Representatives also refers to the firm(s) acting as representative(s) of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Agreement shall not be construed as an obligation of the Issuer to sell any of the Debt Securities, as an obligation of the Guarantor to issue any Guarantees or as an obligation of any of the Underwriters to purchase any Securities. The obligation of the Issuer to issue and sell any of the Debt Securities, the obligation of the Guarantor to issue any of the Guarantees and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Terms Agreement with respect to the Designated Securities specified therein. Each Terms Agreement shall specify the aggregate principal amount of the Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Terms Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Terms Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic or electronic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Terms Agreement shall be several and not joint.
2. The Issuer and the Guarantor, severally and jointly, represent and warrant to, and agree with, each of the Underwriters that:
(a) The registration statement on Form F-3 (Registration No. 333- ) in respect of the Securities has been filed with the Securities and Exchange Commission (the Commission); such registration statement and any amendments thereto filed prior to the date of the applicable Terms Agreement, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus contained therein, became effective on filing with the Commission in such form; the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of the applicable Terms Agreement, is hereafter called the Basic Prospectus; any preliminary prospectus relating to the Designated Securities (including any preliminary prospectus supplement) included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the Act), being hereinafter called a Preliminary Prospectus; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement, at the time such parts became effective, but excluding Form T-1 and including any prospectus
supplement relating to the Designated Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective being hereinafter called the Registration Statement; Applicable Time is the time specified as such in the applicable Terms Agreement; Effective Date shall mean each date and time that the Registration Statement and any post-effective amendments or amendments thereto became or becomes effective; any reference herein to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Act, as of the date of such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be, and any post-effective amendments to the Registration Statement; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and incorporated by reference in such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date of the Registration Statement that is incorporated by reference in the Registration Statement; the Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing, is hereinafter called the Prospectus; and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission and no order preventing or suspending the use of the Basic Prospectus, any Preliminary Prospectus, the Prospectus or the Pricing Disclosure Package (as defined below) together with any issuer free writing prospectus as defined in Rule 433 under the Act relating to the Designated Securities (an Issuer Free Writing Prospectus) has been issued and no proceeding for that purpose has been initiated or threatened by the Commission;
(b) The documents incorporated by reference in the Pricing Disclosure Package (as defined below) and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the applicable rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Pricing Disclosure Package or the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in the Pricing Disclosure Package or the Prospectus as amended or supplemented, as the case may be, relating to such Designated Securities; and no such documents will have been filed with the Commission following the Commissions close of business on the business day immediately prior to the date of the applicable Terms Agreement and prior to the execution of the applicable Terms Agreement, except as set forth on Schedule III to the applicable Terms Agreement;
(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects, to the requirements of the Act and the Trust Indenture Act of 1939, as amended the Trust Indenture Act), and the rules and regulations of the Commission thereunder; the Registration Statement and any amendment thereto do not and will not, as of the applicable Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading; and the Prospectus and any amendment or supplement thereto do not and will not, as of its date and as of the Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in the Registration Statement or the Prospectus as amended or supplemented relating to such Designated Securities or (ii) that part of the Registration Statement which shall constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;
(d) The (i) Basic Prospectus, the Preliminary Prospectus, if any, used most recently prior to the Applicable Time, as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof as of the Applicable Time and listed on Schedule V to the applicable Terms Agreement together with the Issuer Free Writing Prospectus listed in Schedule III(a) (if any) to the applicable Terms Agreement and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package (collectively, the Pricing Disclosure Package) and (ii) each electronic road show, if
any, when taken together as a whole with the Pricing Disclosure Package, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III (if any) to the applicable Terms Agreement will not conflict with the information contained in the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, if any, used most recently prior to the Applicable Time or the Prospectus; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor by an Underwriter of Designated Securities through the Representatives expressly for use in any such Issuer Free Writing Prospectus or the Pricing Disclosure Package or (ii) that part of the Registration Statement which shall constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;
(e) Neither the Issuer nor the Guarantor is or will be at the time of the Terms Agreement, an ineligible issuer, as defined in Rule 405 under the Act;
(f) The consolidated financial statements (and the notes thereto) and schedules, if any, of the Guarantor and its consolidated subsidiaries incorporated by reference in or filed with and as a part of the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, the consolidated financial position as of the respective dates and the consolidated results of operations and cash flows for the respective periods covered thereby of the Guarantor and its consolidated subsidiaries in conformity with International Financial Reporting Standards applied on a consistent basis throughout the periods involved, otherwise than as set forth in the Pricing Disclosure Package;
(g) Since the latest date as of which information is given in the Pricing Disclosure Package there has not been any material change in the consolidated shareholders equity or consolidated long-term debt of the Guarantor and its subsidiaries taken as a whole, or any material adverse change, or any development reasonably likely to result in a prospective material adverse change in or affecting the financial position, shareholders equity or results of operations of the Guarantor and its subsidiaries taken as a whole, otherwise than as set forth in the Pricing Disclosure Package;
(h) To the best of the Issuers and the Guarantors knowledge, after due inquiry, and other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no material legal or governmental or regulatory proceedings pending or threatened to which the Guarantor or any of its subsidiaries is a party or of which any property of the Guarantor or any of its subsidiaries is the subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described and there are no statutes or regulations that
are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so described;
(i) The Designated Debt Securities have been duly authorized by the Issuer and, when executed and authenticated in accordance with the Indenture and delivered to and paid for by the Underwriters, will constitute valid and binding obligations of the Issuer entitled to the benefits provided by the Indenture; the Designated Guarantees have been duly authorized by the Guarantor and, upon due issuance, authentication and delivery of the Designated Debt Securities and due endorsement of the Designated Guarantees, the Designated Guarantees will have been duly executed, issued and delivered and will constitute valid and binding obligations of the Guarantor entitled to the benefits provided by the Indenture; the Indenture has been duly authorized, executed and delivered by the Issuer and the Guarantor and (assuming the due authorization, execution and delivery thereof by the Trustee), constitutes a valid and binding obligation of the Issuer and the Guarantor, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors rights generally and equitable principles of general applicability; the Indenture has been duly qualified under the Trust Indenture Act; the Designated Securities conform in all material respects to the description thereof contained in the Pricing Disclosure Package and the Prospectus as amended or supplemented; and the applicable Terms Agreement has been duly authorized, executed and delivered by the Issuer and the Guarantor;
(j) The issue and sale of the Designated Securities and the compliance by the Issuer and the Guarantor with the Indenture, this Agreement and the Terms Agreement relating to the Designated Securities and the consummation by the Issuer and the Guarantor of the transactions contemplated herein and therein will not contravene (x) any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement or other similar agreement or instrument to which the Issuer or the Guarantor or any of their subsidiaries is a party or by which the Issuer or the Guarantor or any of their subsidiaries is bound, (y) any statute of the United States, Switzerland or the state of Delaware or any political subdivision thereof, or any order, rule or regulation known to the Issuer or the Guarantor of any court or of any governmental agency or body in the United States, Switzerland or the state of Delaware or any political subdivision thereof, or (z) the charter or by-laws of the Issuer or the Guarantor, except in the case of clauses (x) and (y) above for such contraventions which would not affect the validity or binding nature of the Designated Securities or have a material adverse effect on the financial position, shareholders equity or results of operations of the Guarantor and its consolidated subsidiaries considered as a whole;
(k) The Issuer is organized and validly existing under the laws of the state of Delaware, and the Guarantor is organized and validly existing as a stock corporation (Aktiengesellschaft) under the laws of Switzerland, each with power and
authority to own their properties and conduct their business as described in the Pricing Disclosure Package and the Prospectus;
(l) No consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body described in (j) above is required for the issue and sale of the Designated Securities by the Issuer in the manner contemplated herein or the consummation of the other transactions contemplated by this Agreement, the Terms Agreement or the Indenture by the Issuer and the Guarantor except as may be required in connection with the offer and sale of the Designated Securities by the securities or Blue Sky laws of the various states or the securities laws of any jurisdiction outside the United States in which the Designated Securities are offer and sold;
(m) Neither the Issuer nor the Guarantor is, or after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus will be, required to register as an investment company as such term is defined in the Investment Company Act of 1940, as amended;
(n) PricewaterhouseCoopers AG, which has audited certain financial statements of the Guarantor and its subsidiaries and the Guarantors internal control over financial reporting and managements assessment thereof, is an independent registered public accounting firm with respect to the Guarantor as required by the Act and the applicable rules and regulations of the Commission thereunder;
(o) The Guarantor and its subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective; and
(p) Except as otherwise disclosed in the Guarantors Annual Report on Form 20-F for the most recently completed fiscal year, neither the Issuer, the Guarantor nor any of the Guarantors consolidated subsidiaries nor, to the knowledge of the Issuer or the Guarantor, any director, officer, agent, employee or affiliate of the Issuer, the Guarantor or any of the Guarantors consolidated subsidiaries, is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC), the European Union or Her Majestys Treasury (HMT); and the Issuer and the Guarantor will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in violation of any sanctions administered by OFAC.
3. Upon the execution of the Terms Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to the Terms Agreement relating thereto, in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours prior notice to the Issuer and the Guarantor, shall be delivered by or on behalf of the Issuer and the Guarantor to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in same day funds, payable to the order of the Issuer in the funds specified in such Terms Agreement, all at the place and time and date specified in such Terms Agreement or at such other place and time and date as the Representatives and the Issuer may agree upon in writing, such time and date being herein called the Time of Delivery for such Securities. The Securities will be delivered by the Issuer to the Representatives in the form of one or more global Securities, representing all of the Securities, which will be registered in the name of a nominee for The Depository Trust Company (DTC) and deposited on behalf of the Underwriters with Cede & Co. as custodian for DTC, for credit to the respective participant accounts of the Underwriters unless otherwise directed by you. Such global Securities will be made available for checking at least twenty-four hours prior to the Time of Delivery through the facilities of DTC.
5. The Issuer and the Guarantor agree with each of the Underwriters of any Designated Securities:
(a) To prepare in consultation with the Representatives the Prospectus, as amended and supplemented in relation to the applicable Designated Securities, in a form approved by the Representatives, which approval the Representatives agree they will not unreasonably withhold, and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commissions close of business on the second business day following the execution and delivery of the Terms Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement, the Pricing Disclosure Package or Prospectus (as each may have been amended or supplemented) after the date of the Terms Agreement relating to such Securities and prior to the Time of Delivery without prior consultation with the Representatives for such Securities; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; if requested by you prior to the Applicable Time, to prepare a final term sheet, containing solely a description of the Designated Securities, in a form substantially as set forth in Schedule V to the applicable Terms Agreement and which shall be attached to the applicable Terms Agreement and approved by the Representatives, and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Issuer or the Guarantor with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Issuer or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of such
Designated Securities, and during such same period to advise the Representatives, promptly after the Issuer or the Guarantor receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal;
(b) Promptly from time to time to use its reasonable best efforts to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of such Securities for investment under the laws of such jurisdictions as the Representatives may designate and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities; provided, however, that in connection therewith neither the Issuer nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to take any other action which would subject it to service of process in suits in any jurisdiction or to become subject to taxation in any jurisdiction other than those arising out of the offering or sale of the Designated Securities in such jurisdiction;
(c) To furnish the Underwriters, without charge, with a copy of the Registration Statement, with copies of the Prospectus and any Issuer Free Writing Prospectus as amended or supplemented, including the exhibits and materials, if any, incorporated by reference therein, in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust
Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; provided, however, if any Underwriter is required to deliver a prospectus in connection with sales of any of the Designated Securities at any time nine months or more after the time of issue of the Prospectus, upon their request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a) (3) of the Act;
(d) To make generally available to the Guarantors security holders and to the Representatives as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Guarantor and its subsidiaries (which need not be audited) complying with Section 1l(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Guarantor, Rule 158); and
(e) During the period beginning from the date of the Terms Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Issuer and the Guarantor by the Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed (as applicable) by the Issuer or the Guarantor which mature more than one year after such Time of Delivery and which are denominated in U.S. dollars and substantially similar to such Designated Securities, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld.
6. (a) Each Underwriter represents and agrees that it shall not use, refer to or distribute any free writing prospectus (as defined in Rule 405 under the Act, a Free Writing Prospectus) except:
(i) a Free Writing Prospectus that (i) is not an Issuer Free Writing Prospectus, and (ii) contains only information describing the preliminary terms of the Securities or their offering or otherwise permitted under Rule 134 under the Act;
(ii) a Free Writing Prospectus as shall be agreed in writing with the Issuer and the Guarantor that is not distributed, used or referenced by such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination (including any electronic road show) unless the Issuer and the Guarantor consent to such dissemination and such Free Writing Prospectus is listed on Schedule III to the applicable Terms Agreement; provided that an
Underwriters internal communications with its own sales force shall not be covered by this clause (ii); and
(b) Notwithstanding Section 6(a) above, each of the Issuer and the Guarantor hereby agrees that the Underwriters may distribute to investors one or more Free Writing Prospectus that contain only the final terms of the Securities (including, for the avoidance of doubt, in the form of Bloomberg communications) substantially in the form set forth in Schedule V to the applicable Terms Agreement and that such Free Writing Prospectus substantially in the form set forth in Schedule V to the applicable Terms Agreement will be filed by the Issuer and the Guarantor in accordance with Rule 433(d) under the Act and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.
(c) Each of the Issuer and the Guarantor agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a free writing prospectus (as defined in Rule 405 under the Act) required to be filed by the Issuer or the Guarantor with the Commission or retained by the Issuer or the Guarantor under Rule 433 under the Act, provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectus included in Schedule III to the applicable Terms Agreement. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a Permitted Free Writing Prospectus. Each of the Issuer and the Guarantor agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus (including the final terms of the Securities as set forth in Schedule V to the applicable Terms Agreement) as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and recordkeeping.
(d) Each of the Issuer and the Guarantor agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Issuer or the Guarantor will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor by an Underwriter through the Representatives expressly for use therein.
7. Each of the Issuer and the Guarantor covenants and agrees with the several Underwriters that the Issuer and the Guarantor will pay or cause to be paid the following: (i) except as provided in the proviso contained in Section 5(c) hereof, the fees, disbursements and expenses of counsel and accountants of the Issuer and the Guarantor in connection with the registration of the Designated Securities under the Act and the qualification of any indenture related to the Designated Securities under the Trust Indenture Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus and amendments and supplements thereto, the Pricing Disclosure Package and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Pricing Disclosure Package, any indenture related to the Designated Securities, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Designated Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Designated Securities; (vi) the cost of preparing the Securities and of the delivery of the Designated Securities to the Underwriters; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) except as provided in the proviso contained in Section 5(c) hereof, all other reasonable costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 9 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Designated Securities by them, and any advertising expenses connected with any offers they may make.
8. The obligations of the Underwriters of any Designated Securities under the Terms Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Issuer in or incorporated by reference in the Terms Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct in all material respects, the condition that the Issuer shall have performed in all material respects its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The final term sheet contemplated by Section 5(a) hereof in relation to the applicable Designated Securities, any other material required to be filed pursuant to Rule 433 under the Act in relation to the applicable Designated Securities shall have been filed within the applicable time period prescribed for such filings by Rule 433 under the Act and the Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission and no order suspending or preventing the use of the Basic Prospectus, any Preliminary Prospectus, any documents which are part of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives reasonable satisfaction;
(b) United States counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the validity of the Indenture, the Designated Securities, the Registration Statement, the Pricing Disclosure Package, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. Such counsel shall be entitled to state that they have assumed that any document referred to in their opinion and executed by the Guarantor has been duly authorized, executed and delivered pursuant to Swiss law and, as to all matters of Swiss law, their opinion is given in reliance upon, and is subject to the qualifications set forth in, the opinions of counsel for the Guarantor required by subsection (c) of this Section 8;
(c) Swiss counsel for the Guarantor shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives.
(d) United States counsel for the Issuer and the Guarantor shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives.
(e) United States counsel for the Issuer and the Guarantor, shall have furnished to the Representatives a written 10b-5 letter, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives.
(f) On the date of the applicable Terms Agreement and at the Time of Delivery for such Designated Securities, PricewaterhouseCoopers AG, the independent accountants of the Guarantor who have audited the financial statements of the Guarantor and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, shall have furnished to the Representatives a letter or letters, dated as of each such date and in form and substance satisfactory to the
Representatives, containing statements and information of the type ordinarily included in accountants comfort letters to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus as amended or supplemented and as to such other matters as the Representatives may reasonably request; and
(g) The Issuer and the Guarantor shall have furnished or caused to be furnished to the Representatives certificates, dated the Time of Delivery for the Designated Securities, of officers of the Issuer and the Guarantor satisfactory to the Representatives as to the accuracy of the representations and warranties in all material respects of the Issuer and the Guarantor, respectively, in this Agreement and the Terms Agreement at and as of the Time of Delivery, as to the performance in all material respects by the Issuer of all of its obligations hereunder to be performed prior to such Time of Delivery, and as to the matters set forth in Sections 8(a) and 12(i) hereof.
9. (a) The Issuer and the Guarantor jointly and severally will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any issuer information filed or required to be filed pursuant to Rule 433(d) under the Act, including the information in the final term sheet filed in accordance with Section 5(a) of this Agreement and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state there in a material fact required to be stated there in or necessary to make the statements there in not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Issuer and the Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities.
(b) Each Underwriter severally and not jointly will indemnify and hold harmless the Issuer and the Guarantor against any losses, claims, damages or liabilities to which the Issuer or the Guarantor may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any amendment or supplement in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor by such Underwriter through the Representatives expressly for use therein; and will, reimburse the Issuer and the Guarantor for any legal or other expenses reasonably incurred by the Issuer or the Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, promptly notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any action effected without its written consent but if settled with such consent, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement.
(d) To the extent that the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Guarantor on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer and the Guarantor on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Issuer and the Guarantor on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Issuer bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth in the table on the cover page of the Prospectus as amended and supplemented. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or the Guarantor on the one hand or the Underwriters on the other and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(e) The obligations of the Issuer and the Guarantor under this Section 9 shall be in addition to any liability which the Issuer or the Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act and to the Underwriters affiliates, directors and officers; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Issuer and the Guarantor, the duly authorized representative of the Issuer and the Guarantor in the United States, and to each person, if any, who controls the Issuer or the Guarantor within the meaning of the Act or the Exchange Act.
10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Terms Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Issuer and the Guarantor shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Issuer and the Guarantor that the Representatives have so arranged for the purchase of such Designated Securities, or the Issuer or the Guarantor notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Issuer or the Guarantor shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Issuer and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term Underwriter as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Terms Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives, the Issuer or the Guarantor as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Issuer and the Guarantor shall have the right to require each non-
defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Terms Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Terms Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives, the Issuer or the Guarantor as provided in subsection (a) above, the aggregate principal amount of the Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Issuer or the Guarantor shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Terms Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Issuer or the Guarantor, except for the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The respective indemnities, agreements, representations, warranties and other statements of the Issuer, the Guarantor and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter or the Issuer or the Guarantor, the duly authorized representative of the Issuer or the Guarantor in the United States or any officer or director or controlling person of the Issuer or the Guarantor, and shall survive delivery of and payment for the Designated Securities.
12. Any Terms Agreement shall be subject to termination in the absolute discretion of the Representatives, after consultation with the Issuer and the Guarantor, if, since the respective dates as of which information is given in the Pricing Disclosure Package in the case of clause (i) below, or subsequent to the Applicable Time and prior to the Time of Delivery of the Designated Securities, in the case of clauses (ii) through (vii) below, (i) there shall have been a material adverse change, or any development which in the reasonable judgment of the Issuer or the Guarantor will result in a material adverse change, in the business, properties or financial condition of the Guarantor and its consolidated subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Pricing Disclosure Package; (ii) there shall have occurred a downgrading in the rating accorded the Guarantors senior debt securities by Moodys Investor Services, Inc. (Moodys) or S&P Global Ratings (S&P) or, in the event that the Guarantors senior debt securities are not rated by either Moodys or S&P, by another nationally recognized statistical rating organization as such term is defined by the Commission under Section 3(a)(62)
of the Exchange Act; (iii) no such organization shall have publicly announced that it has under surveillance or review or has changed its outlook with respect to its rating of the Securities or of any other senior debt securities or preferred stock of or guaranteed by the Guarantor (other than an announcement with positive implications of a possible upgrading); (iv) there shall have been a change or development involving a prospective change in United States or Swiss taxation affecting the Designated Securities or the imposition of exchange controls by the United States or Switzerland affecting the Designated Securities, otherwise than as set forth or contemplated in the Pricing Disclosure Package; (v) trading in securities generally on the New York Stock Exchange or the SIX Swiss Exchange or any other exchange where the Designated Securities are listed or intended to be listed shall have been suspended or materially limited; (vi) trading of the common shares or American Depositary Receipts of the Guarantor is suspended (other than temporarily or for technical reasons) on the SIX Swiss Exchange or the New York Stock Exchange, respectively; (vii) a general moratorium on commercial banking activities in the State of New York shall have been declared by either Federal or New York State authorities or a general moratorium on commercial banking activities in Switzerland shall have been declared by authorities in Switzerland; (viii) there shall have occurred the outbreak or escalation of hostilities involving the United States or Switzerland or the declaration by the United States or Switzerland of a national emergency or war; or (ix) there shall have occurred any change in financial markets or other national or international calamity or crisis of such magnitude and severity in its effect on the financial markets, as, in any such case described in clauses (i) through (ix) above, in the judgment of the Representatives, after consultation with the Guarantor, to make it impracticable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus, as amended or supplemented relating to such Securities.
13. If any Terms Agreement shall be terminated by the Underwriters of the Designated Securities pursuant to clause (i) of Section 12 hereof or because of any failure or refusal on the part of the Issuer or the Guarantor to comply with the terms or to fulfill any of the conditions of the Terms Agreement, or if for any reason either the Issuer or the Guarantor shall be unable to perform its obligations under the Terms Agreement, the Issuer and the Guarantor will reimburse the Underwriters of such Securities for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by the Underwriters in connection with the Designated Securities.
Notwithstanding the termination of any Terms Agreement the provisions of Sections 9, 10 and 11 hereof shall remain in effect.
14. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties here to shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Terms Agreement.
All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission as
directed in the applicable Terms Agreement; and if to the Issuer and the Guarantor shall be delivered or sent by mail, telex or facsimile transmission to its address set forth in the Registration Statement, Attention: Group General Counsel, or such other address as the Issuer or the Guarantor shall notify in writing to the Representatives; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters Questionnaire, or telex constituting such Questionnaire, which address will be supplied to Issuer and the Guarantor by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
15. This Agreement and each Terms Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Issuer, the Guarantor and, to the extent provided in Section 9 and Section 11 hereof, the officers and directors of the Issuer and the Guarantor and each person who controls the Issuer or the Guarantor or any Underwriter and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Terms Agreement. No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
16. The Issuer and the Guarantor acknowledge and agree that (i) the purchase and sale of any Designated Securities pursuant to this Agreement is an arms-length commercial transaction between the Issuer and the Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as principal and not as an agent or fiduciary of the Issuer or the Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Issuer or the Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Guarantor on other matters) or any other obligation to the Issuer or the Guarantor except the obligations expressly set forth in this Agreement and (iv) the Issuer and the Guarantor have consulted its own legal and financial advisors to the extent it deemed appropriate. The Issuer and the Guarantor agree that they will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Guarantor, in connection with such transaction or the process leading thereto.
17. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
BHC Act Affiliate of a party means an affiliate (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
Covered Entity means any of the following:
(i) a covered entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
U.S. Special Resolution Regime means each of (i) the U.S. Federal Deposit Insurance Act, as amended and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended and the regulations promulgated thereunder.
18. Each of the Issuer and the Guarantor hereby appoints [Corporation Services Company, 1133 Avenue of the Americas, Suite 3100, New York, New York 10036-6710], as its authorized agent (the Authorized Agent) upon which process may be served in any action based on this Agreement which may be instituted in any State or Federal court in The City, County and State of New York by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable for a period of seven (7) years from the date hereof unless and until a successor Authorized Agent shall be appointed and such successor shall accept such appointment. The Issuer and the Guarantor will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer and the Guarantor (mailed or delivered as aforesaid) shall be deemed, in every respect, effective service of process upon the Issuer or the Guarantor, as applicable. Notwithstanding the foregoing, any action based on this Agreement or any Terms Agreement may be instituted by any Underwriter against the Guarantor in any competent court in Switzerland.
19. Time shall be of the essence of each Terms Agreement. As used herein, the term business day shall mean any day when the Commissions office in Washington, D.C. is open for business.
20. This Agreement and each Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.
21. This Agreement and each Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
ANNEX I
Terms Agreement
[Name(s) of Representative(s),]
As Representatives of the several Underwriters
named in Schedule I hereto,
Ladies and Gentlemen:
Novartis Capital Corporation (the Issuer) proposes, subject to the terms and conditions stated in this Terms Agreement (this Agreement) and in the Underwriting Agreement, a copy of which is attached hereto as Annex A (the Underwriting Agreement), to issue and sell to the Underwriters named in Schedule I hereto (the Underwriters) the Debt Securities specified in Schedule II hereto (the Designated Debt Securities). The Designated Debt Securities will be fully and unconditionally guaranteed by Novartis AG (the Guarantor) as to payment of principal and interest (the Designated Guarantees and, together with the Designated Debt Securities, the Designated Securities). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, provided that each representation and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty only as of the date of this Agreement in relation to the Basic Prospectus, Pricing Disclosure Package or the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II hereto. Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any additional documents incorporated by reference into the Pricing Disclosure Package that were filed with the Commission subsequent to the Commissions close of business on the business day immediately prior to the date of this Agreement. Schedule IV sets forth all documents that the Issuer, the Guarantor and the Representatives agree are to be included in the Pricing Disclosure Package. The final term sheets prepared in accordance with Section 5(a) of the Underwriting Agreement are attached hereto as Schedule V.
The Applicable Time means [ ] [a.m./p.m.] New York time on the date hereof.
An amendment of the Registration Statement, or a supplement to the Basic Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to [ ], Attention: [ ], Tel: [ ], Fax: [ ]; and if to the Issuer or the Guarantor shall be delivered or sent by mail or facsimile transmission to Novartis AG, Lichtstrasse 35, CH-4056 Basel, Switzerland, Attention: Shannon Thyme Klinger, Group General Counsel and Christian Rehm Ph.D., Head Corporate and Finance Legal, Tel: +41 (61) 324 1111, or such other address as the Issuer or the Guarantor shall notify in writing to the Representatives; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) of the Underwriting Agreement shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters Questionnaire, which address will be supplied to the Issuer or the Guarantor by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
If the foregoing is in accordance with your understanding, please sign and return to us [One for the Issuer and [each of] the Representatives plus one for each counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Issuer and the Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Issuer and the Guarantor for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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Very truly yours, |
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NOVARTIS CAPITAL CORPORATION |
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NOVARTIS AG |
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By: |
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By: |
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Accepted as of the date hereof: |
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By each of the Representatives |
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[NAME OF REPRESENTATIVE] |
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SCHEDULE I
Underwriter |
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Principal Amount of
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[Name(s) of Representative(s)] |
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$ |
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[Names of other Underwriters] |
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$ |
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SCHEDULE II
Title of Designated Securities:
[%] [Floating Rate][Zero Coupon][Notes][Debentures] due
Aggregate principal amount:
[$] aggregate principal amount of the Designated Securities
Price to Public:
% of the principal amount of the Designated Securities, plus accrued interest from to [and accrued amortization, if any, from to ]
Purchase Price by Underwriters:
% of the principal amount of the Designated Securities, plus accrued interest from to [and accrued amortization, if any, from to ]
Expenses:
[The Underwriters agree to reimburse on a pro rata basis, based on ratio of the principal amount of securities purchased to the total principal amount of securities sold, the Issuer and the Guarantor for their expenses for the offering of the Designated Securities in the aggregate amount of $[ ] and shall pay such amount at the time of settlement of the Designated Securities.]
Additional Agreement of the Underwriters:
[Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Designated Securities, directly or indirectly, or distribute the Prospectus or any other offering material relating to the Designated Securities, in or from any jurisdiction except under circumstances that will, to the Underwriters knowledge and belief, result in compliance with the applicable laws.]
Specified funds for payment of purchase price:
[Federal Reserve funds]
Indenture:
Indenture dated February 10, 2009 (the Indenture), among the Issuer, Novartis Securities Investment Ltd., Novartis Finance S.A., the Guarantor and HSBC Bank USA, National Association, as Trustee
Maturity:
The [%] [Floating Rate][Zero Coupon][Notes][Debentures] will mature on [ ]
Interest Rate:
[%] [Floating Rate][See Floating Rate Provisions]
Interest Payment Date:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Issuer, in the amount of [$] or an integral Multiple thereof,
[on or after , at the following redemption prices (expressed in percentages of principal amount).
If [redeemed on or before , %, and if] redeemed during the 12-month period beginning ,
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and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.]
[on any interest payment date falling in or after , at the election of the Issuer, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption].
[Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
[The Issuer may redeem the Designated Securities, prior to [ ] (the date that is [ ] month[s] prior to the scheduled maturity date for the Designated Securities) (the par call date), in whole or in part, at its option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Designated Securities to be redeemed on that redemption date; and (ii) as determined by the Quotation Agent (as defined in the Preliminary Prospectus), the sum of the present values of the remaining scheduled payments of principal and interest on the Designated Securities being redeemed that would be due if the Designated Securities matured on the par call date.
The present value will be determined by discounting the remaining principal and interest payments to, but excluding, the redemption date on a semi-annual basis (assuming [a 360-day year consisting of twelve 30-day months]), at the applicable Treasury Rate (as defined in the Preliminary Prospectus) plus [ ] bps, plus, accrued and unpaid interest thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on Designated Securities to be redeemed that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the terms of the Designated Securities and the Indenture.
At any time on or after the par call date, the Designated Securities will be redeemable at the Issuers option, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Designated Securities to be redeemed on that redemption date, together with, in each case, accrued and unpaid interest to, but excluding, the redemption date.
In the event of changes in withholding taxes applicable to payments of interest on the Designated Securities in Switzerland or another Relevant Taxing Jurisdiction (as defined in the Indenture) but excluding, for this purpose, the United States, the Issuer may redeem the Designated Securities in whole (but not in part) at any time, at a price equal to 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date.]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Issuer to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest].
[If Securities are extendable debt Securities, insert]
Other provisions:
[As provided in the Pricing Disclosure Package.]
Time of Delivery:
[Delivery of the Designated Securities will be made against payment therefore on or about [ ], which is the [third] business day after the date hereof.]
Closing Location for Delivery of Securities:
Names and addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
[Other Terms]*
* A description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering.
SCHEDULE III
Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package, if any:
[Pricing Term Sheet dated [ ].]
Additional Documents Incorporated by Reference, if any:
[None.][ ]
SCHEDULE IV
Pricing Disclosure Package:
[Basic Prospectus dated January 30, 2020]
[Preliminary Prospectus Supplement dated [ ]]
[Pricing Term Sheet dated [ ]]
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED NO. [ ] |
PRINCIPAL AMOUNT: $[ ] |
CUSIP NO. [ ] |
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NOVARTIS CAPITAL CORPORATION
[ ]% NOTES DUE [ ]
FULLY AND UNCONDITIONALLY GUARANTEED BY
NOVARTIS AG
Novartis Capital Corporation, a corporation organized under the laws of the State of Delaware (hereinafter called the Company, which term shall include any successor entity under the Indenture), for value received, hereby promises to pay to Cede & Co., as nominee for DTC, or registered assigns, upon presentation, the principal sum of [ ] Dollars ($[ ]) on [ , ](the Maturity Date) and to pay interest thereon from [ , ] or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on [ ] and [ ] in each year (each an Interest Payment Date), commencing on [ , ], at the rate of [ ]% per annum, until the entire Principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Record Date for such interest, which shall be [ ] or [ ] (whether or not a Business Day (as defined below)), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date, and may either be paid to the Person in whose name this Security is registered at the close of business on a special record date for the payment of defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series at least 15 calendar days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts in respect of this global Security will be paid to DTC for the purpose of permitting DTC to credit the Principal and interest received by it in respect of this global Security to the accounts of the beneficial owners thereof; provided, however, that if this Security is not a global Security, payment of the Principal of, interest on and Additional Amounts, if any, in respect of this Security will be made at the office or agency of the Trustee in The City of New York, or elsewhere as provided in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; and provided, further, that at the option of the Company payment of interest may be
made by (a) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (b) transfer to an account of the Person entitled thereto located inside the United States.
If an Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date (as defined on the reverse hereof)), or the Maturity Date, as the case may be, would fall on a day that is not a Business Day, then the Interest Payment Date or redemption date (including an Optional Make Whole Redemption Date), or the Maturity Date, as the case may be, will be postponed to the next succeeding Business Day, but no additional interest shall be paid unless the Company fails to make payment on such next succeeding Business Day.
Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed and on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Zurich, Switzerland.
Additional provisions of this Security are set forth following the signature page hereof, which provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed this [ ] day of [ ] [ ].
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NOVARTIS CAPITAL CORPORATION |
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TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated [ ]% Notes due [ ] pursuant to the within-mentioned Indenture.
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HSBC BANK USA, NATIONAL ASSOCIATION, |
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as Trustee |
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By: |
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Authorized Signatory |
GUARANTEE
OF
NOVARTIS AG
For value received, Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland, having its principal executive offices at Lichtstrasse 35, CH-4056 Basel, Switzerland (the Guarantor, which term includes any Person as a successor Guarantor under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of, interest on and any Additional Amounts payable in respect of such Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the Maturity Date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Novartis Capital Corporation, a corporation organized under the laws of the State of Delaware (the Company, which term includes any successor Person under such Indenture), to punctually make any such payment of Principal, interest or Additional Amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the Maturity Date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the Principal of such Security, or increase the interest rate thereon, or alter the stated Maturity Date thereof, or increase the Principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Article 7 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal of, interest on and Additional Amounts payable in respect of such Security. This Guarantee is a guarantee of payment and not of collection.
The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the Principal of, interest on and Additional Amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the due and punctual payment of the Principal of, interest on and Additional Amounts payable in respect of, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee but not defined herein shall have the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed this [ ] day of [ ] [ ].
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NOVARTIS AG, |
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as the Guarantor |
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[REVERSE OF SECURITY]
This Security is one or all of a duly authorized issue of securities of the Company (herein called the Securities) issued and to be issued in one or more series under an Indenture, dated as of February 10, 2009 (herein called the Indenture), among the Company, Novartis Securities Investment Ltd., Novartis Finance S.A., Novartis AG, as guarantor (the Guarantor), and HSBC Bank USA, National Association, as trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one or all of the series designated as the [ ]% Notes due [ ].
Additional Amounts are payable by the Company or the Guarantor, as applicable, as set forth in Section 4.5 of the Indenture, except that no Additional Amounts will be payable with respect to Taxes for or on account of any withholding or deduction imposed under the U.S. Internal Revenue Code of 1986, as amended, any U.S. Treasury Regulations or other guidance issued or agreements entered into thereunder, any official written interpretations thereof or any law implementing an intergovernmental approach thereto.
As provided in and subject to the provisions of the Indenture, the Securities in this series are redeemable in whole but not in part, at the discretion of the Company and at a redemption price equal to the Principal plus accrued but unpaid interest to, but excluding, the date of redemption (each such redemption, a Tax Redemption), if: (a) the Company determines that as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction (excluding, for the purposes of this section, the United States), or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, the Company would be required to pay Additional Amounts with respect to such series of Securities on the next succeeding Interest Payment Date and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or the Guarantor, or withholding tax has been or would be required to be withheld with respect to interest income received or receivable by the Company directly from the Guarantor (or any affiliate) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the Company or the Guarantor (or any affiliate) or (b) the Company determines, based upon an opinion of independent counsel of recognized standing selected by the Company that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction (excluding, for the purposes of this section, the United States), whether or not such action was taken or brought with respect to the Company or the Guarantor, there is a substantial probability that the circumstances described in subsection (a) above would exist; provided, however, that no such notice of redemption may be given earlier than 90 calendar days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts. The Company or the Guarantor will also pay to each Holder, or make available for payment to each such Holder, on the redemption date any Additional Amounts resulting from the payment of such redemption price.
In the event of a Tax Redemption, notice of such Tax Redemption to the Holders of Securities of any series to be redeemed in whole but not in part at the option of the Company shall be given by mailing notice of such Tax Redemption by first class mail, postage prepaid, at least 30 calendar days and not more than 60 calendar days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the Security Register of the Company.
The Company, at its option at any time and from time to time [prior to [ , ] (the Par Call Date)], may redeem the Securities (each such redemption, an Optional Make Whole Redemption), in whole or in part, at a redemption price (the Optional Make Whole Redemption Price) equal to the greater of (a) 100% of the principal amount of such Securities to be so redeemed; and (b) as determined by the Quotation Agent (as defined below), the sum of the present values of the Remaining Scheduled Payments, discounted to the date of such Optional Make Whole Redemption (each such date, an Optional Make Whole Redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus [ ]%, together with accrued and unpaid interest on the principal amount of the Securities to be so redeemed to, but excluding, the Optional Make Whole Redemption Date. [On or after the Par Call Date, the Company may, at its option at any time and from time to time, redeem the Securities (each such redemption, an Optional Par Redemption), in whole or in part, at a redemption price (the Optional Par Redemption Price) equal to 100% of the principal amount of such Securities to be so redeemed, together with accrued and unpaid interest on the principal amount of the Securities to be so redeemed to, but excluding, the date of such Optional Par Redemption (each such date, an Optional Par Redemption Date).] Notwithstanding the foregoing, installments of interest on Securities that are due and payable on the Interest Payment Dates falling on or prior to an Optional Make Whole Redemption Date [or Optional Par Redemption Date, as applicable,] will be payable on the Interest Payment Date to Holders as of the close of business on the relevant Record Date
according to the Securities and the Indenture. In connection with an Optional Make Whole Redemption, the following defined terms shall apply.
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term (as measured from the date of redemption) of the Securities to be redeemed [(assuming the Securities matured on the Par Call Date)] that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities [(assuming the Securities to be redeemed matured on the Par Call Date)].
Comparable Treasury Price means, with respect to any Optional Make Whole Redemption Date, (i) the average of four Reference Treasury Dealer Quotations (as defined below) for such Optional Make Whole Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent for the Securities obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
Quotation Agent means any Reference Treasury Dealer appointed by the Company.
Reference Treasury Dealer means (i) each of [ ], [ ], .[ ] and .[ ] (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a Primary Treasury Dealer), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Optional Make Whole Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Make Whole Redemption Date.
Treasury Rate means, with respect to any Optional Make Whole Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Optional Make Whole Redemption Date.
Remaining Scheduled Payments means, with respect to each Security to be so redeemed, the remaining scheduled payments of Principal thereof and interest thereon (not including any portion of such payments of interest accrued and unpaid to, but excluding, the Optional Make Whole Redemption Date)[, that would be due if the Security matured on the Par Call Date].
Notice of any Optional Make Whole Redemption [or Optional Par Redemption] will be mailed at least 30 calendar days but not more than 60 calendar days before the Optional Make Whole Redemption Date [or Optional Par Redemption Date, as applicable,] to each Holder of the Securities to be so redeemed. Notice of such Optional Make Whole Redemption [or Optional Par Redemption] will be published in a daily newspaper of general circulation in the United States by the Company, and the Company will give notice of any such Optional Make Whole Redemption [or Optional Par Redemption] to any exchange on which the Securities are listed. On and after any Optional Make Whole Redemption Date [or Optional Par Redemption Date, as applicable], interest will cease to accrue on the Securities or portions thereof called for Optional Make Whole Redemption [or Optional Par Redemption, as applicable]. On or before the Optional Make Whole Redemption Date [or Optional Par Redemption Date, as applicable], the Company will deposit with the Trustee or one or more Paying Agents (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in the Indenture) money sufficient to pay the Optional Make Whole Redemption Price [or Optional Par Redemption Price, as applicable,] of and accrued and unpaid interest on the Securities to be redeemed on such Optional Make Whole Redemption Date [or Optional Par Redemption Date, as applicable]. If less than all of the Securities are to be so redeemed, the Securities to be so redeemed shall be selected by lot by DTC, in the case of Securities represented by a Global Security, or by the Trustee by such method as the Trustee and the Company deems to be fair and appropriate, in the case of Securities that are not represented by a Global Security.
The Indenture contains provisions for defeasance of (a) the entire indebtedness of this Security and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Company and the Guarantor, in each case, upon compliance by the Company and the Guarantor with certain conditions set forth in the Indenture, which provisions apply to this Security.
Notwithstanding Section 7.1 of the Indenture, only if one or more of the following Events of Default with respect to the Securities of this series shall occur and be continuing may the Principal of the Securities of this series be declared due and payable in the manner and with the effect provided in the Indenture:
· default in the payment of all or any part of the Principal (or premium, if any) of any of the [ ]% Notes due [ ]when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise, and such default continues for more than two Business Days;
· default in the payment of any interest on, or any Additional Amounts payable in respect of, any of the [ ]% Notes due [ ] when the same becomes due and payable, and such default continues for a period of 30 calendar days;
· default or breach of any other covenant or agreement of the Company or the Guarantor in this Indenture with respect to any of the [ ]% Notes due [ ] (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with elsewhere in Section 7.1 of the Indenture), and such default or breach continues for a period of 90 calendar days after there has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a Notice of Default hereunder;
· (i) any Indebtedness of, or guaranteed by, the Company or the Guarantor is not paid at its stated maturity or (as the case may be) within any originally applicable grace period; or (ii) any such Indebtedness, or guarantee, of the Company or the Guarantor (as the case may be) becomes due and payable prior to its stated maturity by reason of an event of default (howsoever described); provided that (x) the amount of Indebtedness referred to in sub-paragraph (i) and/or sub-paragraph (ii) above individually or in the aggregate exceeds $350,000,000 (or its equivalent in any other currency or currencies); and (y) there shall not be deemed to be a default (i) where the Company or the Guarantor in good faith claims a right of set-off or otherwise contests its obligations to pay or (ii) if such acceleration is annulled or such payment or repayment is made within 10 calendar days after there has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of 25% or more in aggregate principal amount of the Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a Notice of Default hereunder;
· an encumbrancer or a receiver or a person with similar functions appointed for execution (in Switzerland a Liquidator or Konkursverwalter) taking possession of the whole or any substantial part of the assets or undertaking of the Company or the Guarantor or a distress, execution or other process being levied or enforced upon or sued out against a substantial part of the property or assets of the Company or the Guarantor and not being paid, discharged, removed or stayed within 30 calendar days;
· the Company or the Guarantor stopping payment or ceasing business (except in each case in circumstances previously approved by the Holders of a majority in Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the Securities of the relevant series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of all series affected (all such series voting as one class);
· the Company becoming bankrupt or insolvent or entering into a moratorium or making a general assignment for the benefit of its creditors;
· the Guarantor becoming bankrupt or insolvent (or is obliged to notify the court of its financial situation in accordance with Article 725 (2) of the Swiss Code of Obligations) or entering into a provisional or definitive moratorium (provisorische or definitive Nachlassstundung) or making a general arrangement with its creditors (Nachlassvertrag);
· an order being made or effective resolution passed for the winding-up or dissolution of the Company or the Guarantor except (i) a winding-up or dissolution, the terms of such winding-up or dissolution having previously been approved by the Holders of a majority in Principal (or, if any Securities are Original Issue Discount Securities, such portion of the Principal of the Securities of the relevant series as may then be accelerated under Section 7.2 of the Indenture) of the outstanding Securities of all series affected (all such series voting as one class) or (ii) a winding-up or dissolution in connection with any consolidation, merger or sale in accordance with the provisions described under Description of Debt Securities Consolidation, Merger or Sale in the accompanying prospectus; or
· if the Guarantee with respect to any of the [ ]% Notes due [ ] ceases to be, or is claimed by the Guarantor not to be, in full force and effect.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of all such affected series at the time outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request and, for 60 calendar days after receipt of such notice, request and offer of indemnity, the Trustee shall have failed to institute any such proceeding, and, during such 60-calendar-day period, the Trustee shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities affected by such amendment. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company or the Guarantor, or both, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
The Company may, from time to time, without the consent of the Holders of the Securities, increase the principal amount of the Securities by issuing additional Securities in the future on the same terms and conditions as the Securities in all respects, except for any differences in the issue date, issue price and first payment of interest thereon, and with the same CUSIP number as the Securities. The Securities and any additional Securities shall rank equally and ratably and shall be treated as a single series for all purposes under the Indenture. The Company will not issue any additional Securities unless such additional Securities are fungible with the Securities for U.S. federal income tax purposes.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place of payment where the Principal and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee for the Securities duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denomination and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection herewith and therewith do not and shall not constitute personal obligations of the directors, officers, employees, agents or shareholders of the Company or the Guarantor or any of them, and shall not involve any claim against or personal liability on the part of any of them, and all persons including the Trustee shall look solely to the assets of the Company and the Guarantor for the payment of any claim thereunder or for the performance thereof and shall not seek recourse against such directors, officers, employees, agents or shareholders of the Company or the Guarantor or any of them or any of their personal assets for such satisfaction. The performance of the obligations of the Company and the Guarantor under the Indenture and this Security and all documents delivered in the name of the Company or the Guarantor, as the case may be, in connection therewith shall not be deemed a waiver of any rights or powers of the Company or the Guarantor or their respective directors or shareholders under the Companys or the Guarantors respective Articles of Incorporation.
All terms used in this Security but not defined herein shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed hereon.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
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(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)
the within Security of Novartis Capital Corporation and
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hereby does irrevocably constitute and appoint |
attorney to transfer said Security on the books kept for the registration thereof with full power of substitution in the premises
Dated: |
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Signature |
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NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed: |
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NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution that is a member or participant in a signature guarantee program (e.g., the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Program).
Mayer Brown International LLP
201 Bishopsgate
London EC2M 3AF
Telephone: +44 20 3130 3000
Fax: +44 20 3130 3001
www.mayerbrown.com
DX 556 London and City
January 30, 2020
Novartis AG
Lichtstrasse 35
4056 Basel
Switzerland
Novartis Capital Corporation
1 Health Plaza
East Hanover, New Jersey 07936
Re: Novartis AG
Novartis Capital Corporation
Registration Statement on Form F-3
Dear Ladies and Gentlemen:
We have represented Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the Guarantor), and Novartis Capital Corporation, a Delaware corporation (the Issuer), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form F-3 (the Registration Statement) relating to an indeterminate amount of debt securities of the Issuer (the Debt Securities), which are fully and unconditionally guaranteed by the Guarantor, and guarantees (the Guarantees) of the Guarantor in respect of the Debt Securities.
The Debt Securities are to be issued under an indenture (the Indenture) among the Issuer, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, the Guarantor, as guarantor, and HSBC Bank USA, National Association, as trustee (the Trustee), dated as of February 10, 2009, with certain terms of the Debt Securities to be established by or pursuant to resolutions of the Board of Directors of the Issuer as part of the corporate action taken and to be taken relating to the issuance of the Debt Securities (the Corporate Proceedings).
In rendering the opinions expressed herein, we have examined and are familiar with (i) the Registration Statement as an exhibit to which this opinion will be filed, (ii) the Indenture and (iii) the form of Guaranteed Debt Security (including the form of Guarantee) attached as an exhibit to the Registration Statement. We have also examined such other documents and instruments and have made such further investigations as we have deemed necessary or appropriate in connection with this opinion.
This is a legal communication, not a financial communication. Neither this nor any other communication from this firm is intended to be, or should be construed as, an invitation or inducement (direct or indirect) to any person to engage in investment activity.
Mayer Brown International LLP is a limited liability partnership (registered in England and Wales number OC303359), which is authorised and regulated by the Solicitors Regulation Authority with SRA number 369822. Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian partnership).
We use the term partner to refer to a member of Mayer Brown International LLP, or an employee or consultant who is a lawyer with equivalent standing and qualifications and to a partner of or lawyer with equivalent status in another Mayer Brown entity. A list of the names of members of Mayer Brown International LLP and their respective professional qualifications may be inspected at our registered office, 201 Bishopsgate, London EC2M 3AF, England or on www.mayerbrown.com.
Novartis AG
Novartis Capital Corporation
January 30, 2019
Page 2
Based upon and subject to the foregoing, and having regard for legal considerations which we deem relevant, we are of the opinion that:
(i) Based solely on certificates from the Secretary of State of the State of Delaware, Novartis Capital Corporation is a corporation validly existing in good standing under the laws of the State of Delaware.
(ii) The Indenture has been duly authorized, executed and delivered by the Issuer and (assuming the Indenture has been duly authorized, executed and delivered by Novartis Securities Investment Ltd., Novartis Finance S.A., the Guarantor, and the Trustee), the Indenture constitutes a valid and binding obligation of the Issuer and the Guarantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iii) The Debt Securities, assuming the due authorization thereof, the completion of the Corporate Proceedings with respect thereto and the consistency of the terms thereof with the description of the Debt Securities contained in the Registration Statement and any applicable prospectus supplement, when duly executed and delivered and authenticated in accordance with the Indenture and when payment therefor is received, will constitute valid and binding obligations of the Issuer enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iv) The Guarantees, assuming the due authorization thereof by the Guarantor under the laws of Switzerland, the consistency of the terms thereof with the description of the Guarantees contained in the Registration Statement and any applicable prospectus supplement and the due authorization of the Debt Securities that are guaranteed by the Guarantor, when duly executed and delivered and endorsed on a Debt Security, will constitute valid and binding obligations of the Guarantor enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York and our opinions expressed herein are limited solely to the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion herein concerning the laws of any other jurisdiction. In rendering this opinion, we have assumed, without independent investigation, the correctness of the opinion dated January 30, 2020 of Bär & Karrer AG, as to all matters of law covered therein relating
Novartis AG
Novartis Capital Corporation
January 30, 2019
Page 3
to the laws of Switzerland, a copy of which is being filed as an exhibit to the Registration Statement.
The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to this firm in such Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
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Very truly yours, |
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/s/ Mayer Brown International LLP |
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MAYER BROWN INTERNATIONAL LLP |
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BB/WJ |
Novartis AG
Lichtstrasse 35
CH-4056 Basel
Switzerland
Novartis Capital Corporation
1 Health Plaza
East Hanover, NJ 07936
Zurich, 30 January 2020
Novartis AG - Form F-3 Registration Statement - Swiss Legal Opinion
Dear Sirs,
We have acted as Swiss counsel to Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the Guarantor), in connection with the registration under the United States Securities Act of 1933, as amended (the Securities Act), on Form F-3 (the Registration Statement) of an unspecified aggregate principal amount of debt securities (the Debt Securities) to be issued by Novartis Capital Corporation, a corporation incorporated under the laws of the State of Delaware, USA (the Issuer), and to be fully and unconditionally guaranteed by the Guarantor as to payment of principal and interest pursuant to guarantees issued by the Guarantor from time to time (the Guarantees and together with the Debt Securities, the Guaranteed Debt Securities, each a Guaranteed Debt Security).
I Documents
For the purpose of this opinion letter, we have exclusively relied on the following documents:
a) copies of excerpts from the Commercial Register of the Canton of Basel-Stadt relating to the Guarantor dated 24 September 2008 and 24 January 2020, respectively;
b) copies of the articles of association of the Guarantor dated 26 February 2008 and 28 February 2019, confirmed by the Commercial Register of the Canton of Basel-Stadt to be up-to-date as of 24 September 2008 and as of 24 January 2020, respectively (the Articles of Association);
c) a copy of the Regulations of the Board of Directors, its Committees and the Executive Committee of the Guarantor (Organisationsreglement) in their versions dated January 2008 and 1 May 2019, respectively (the Organisational Regulations);
d) a copy of the Chairmans Committee Charter of the Guarantor effective 12 December 2007 (the Charter);
e) a copy of the Management Authorization Levels of the Guarantor effective 1 July 2008 (together with the Organisational Regulations and the Charter, the Internal Regulations);
f) a copy of an excerpt of the minutes of the meeting of the Board of Directors of the Guarantor held on 23 November 2019 regarding, inter alia, the filing of the Registration Statement (as defined below);
g) a copy of a secretarys certificate of the Corporate Secretary of the Guarantor dated 30 January 2020;
h) a copy of the resolutions of the Chairmans Committee of the Guarantor dated 20 August 2008 regarding, inter alia, the execution of the Indenture (as defined below) to the extent the Guarantor is a party thereof;
i) a copy of the Registration Statement dated 30 January 2020;
j) a copy of the executed indenture dated 10 February 2009 between the Issuer, the Guarantor, Novartis Securities Investment Ltd., a limited liability company incorporated under the laws of Bermuda, Novartis Finance S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, and HSBC Bank USA, National Association and attached as Exhibit 4.1 to the Registration Statement (the Indenture); and
k) the form of Guaranteed Debt Security attached as Exhibit 4.2 to the Registration Statement.
II Assumptions
In rendering this opinion, we have assumed:
a) the completeness and correctness of the information provided to us;
b) that the Guarantor owns all the issued shares of the Issuer, i.e. that the Issuer is a (directly or indirectly) wholly-owned subsidiary of the Guarantor;
c) the genuineness of all signatures on and the authenticity and completeness of the documents under Section I submitted to us whether as originals or copies;
d) that all documents examined remain in full force and effect as of the date of this letter and have not been amended, revoked or affected by any action subsequent to their execution or taking, and that the terms of each agreement examined reflect the true intent and the entire agreement of the parties thereto in respect of its subject-matter (except as otherwise stated therein);
e) that the information contained in the extracts from the Commercial Register referred to in Section I lit. a) above is correct and, in case of the extract issued as of 24 January 2020, up-to-date as of the date of this letter in all respects relevant to our opinions;
f) that all parties have entered into the Indenture and will execute the Guaranteed Debt Securities for bona fide commercial reasons and at arms length terms;
g) that the Guaranteed Debt Securities, when issued, will conform to the form of Guaranteed Debt Security referred to in Section I lit. k) above, the Indenture and the descriptions contained in the Registration Statement, and that the text of the Guarantees, when issued, will be endorsed on such Guaranteed Debt Securities and will conform to the form of Guarantee included in the form of Guaranteed Debt Security referred to in Section I lit. k) above;
h) that the resolutions referred to in Section I lit. f) and h) have been adopted in accordance with the Articles of Association and the Internal Regulations and that the Internal Regulations were, as of the date of the passing of such resolutions, validly in force and effect in their versions referred to in Section I; and
i) that the performance by the Guarantor of the obligations expressed to be undertaken in the Indenture and the Guarantees will not be illegal by virtue of any applicable laws other than Swiss law.
III Opinions
Based on the foregoing assumptions and subject to the qualifications set out under Section IV below, we are of the opinion that under the laws of Switzerland as currently in force and interpreted:
a) the Guarantor is duly incorporated and validly existing as a corporation (Aktiengesellschaft) under the laws of Switzerland;
b) the Guarantor had and has, respectively, the corporate power to execute and file the Registration Statement, and to enter into and to perform its obligations under the Indenture and the Guarantees; and
c) the Indenture has been duly authorized by the Guarantor.
IV Qualifications
The opinions set out in Section III above are subject to the following qualifications:
a) we are members of the Zurich Bar and do not hold ourselves to be experts in any laws other than the laws of Switzerland. Accordingly, our opinion is confined to Swiss law. We have abstained from examining any issues of any other jurisdiction and therefore no opinion on matters other than Swiss law issues is to be inferred;
b) we have not been retained as tax counsel or accountants and, consequently, express no opinion on any tax or accounting matters;
c) we do not express any opinion herein about the enforceability of a final judgement by a state or federal court of the State of New York, the choice of law or the submission to the jurisdiction of the state or federal courts in the State of New York as set forth in the Indenture;
d) other than as expressly stated herein, we express no opinion as to whether the contents of the Registration Statement are true, correct, complete and not misleading. In particular, and without limitation to the foregoing, we express no opinion on whether the Registration Statement provides sufficient information for knowledgeable investors to reach an informed assessment of the Guarantor, the Issuer and the Guaranteed Debt Securities;
e) our opinion is based solely on the documents referred to in Section I above and is confined to Swiss law as in force and interpreted at the date of this opinion;
f) we express no opinion in respect of the provisions in the Indenture and in the Guarantees concerning the payment of Additional Amounts (as defined in the Indenture) with respect to Swiss Withholding Tax; and
g) in this opinion, Swiss legal concepts are expressed in English terms and not in their original Swiss terms. The concepts concerned may not be identical
to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is furnished by us, as counsel to the Guarantor, in connection with the filing of the Registration Statement, and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission, or relied upon by any other person. This opinion is strictly limited to the matter stated in it and does not apply by implication to any other matters. We do not assume any obligation to inform you of any facts or circumstances occurring or coming to our attention subsequently to the date of this letter and which might have an impact on any matters addressed in our opinions given herein.
The obligations resulting from this opinion letter shall be subject to the substantive provisions of Swiss law.
Yours sincerely, |
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Thomas U. Reutter |
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Bär & Karrer AG |
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/s/ Thomas U. Reutter |
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Novartis AG of our report dated January 28, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Novartis AGs Annual Report on Form 20-F for the year ended December 31, 2019. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/PricewaterhouseCoopers AG |
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Basel, Switzerland
January 30, 2020
PricewaterhouseCoopers AG, St. Jakobs-Strasse 25, Postfach, CH-4002 Basel, Switzerland
Telephone: +41 58 792 51 00, Facsimile: +41 58 792 51 10, www.pwc.ch
PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
CONFORMED COPY
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)
HSBC Bank USA, National Association
(Exact name of trustee as specified in its charter)
N/A |
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20-1177241 |
(Jurisdiction of incorporation |
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(I.R.S. Employer |
or organization if not a U.S. |
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Identification No.) |
national bank) |
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1800 Tysons Boulevard, Ste 50 |
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McLean, VA |
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22102 |
(Address of principal executive offices) |
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(Zip Code) |
HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1351
(Name, address and telephone number of agent for service)
Novartis AG
(Exact name of obligor as specified in its charter)
Novartis Inc.
(Translation of Registrants name into English)
Switzerland |
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Not Applicable |
(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification No.) |
Lichtstrasse 35 |
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4056 Basel, Switzerland |
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(Address of principal executive offices) |
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(Zip Code) |
Novartis Capital Corporation
(Exact name of obligor as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
Delaware |
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26-3086456 |
(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification No.) |
1 Health Plaza, East Hanover |
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New Jersey |
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07936 |
(Address of principal executive offices) |
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(Zip Code) |
Debt Securities
(Title of Indenture Securities)
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it is subject.
Comptroller of the Currency, New York, NY.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None
Items 3-15. Not Applicable
Item 16. List of Exhibits
Exhibit |
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T1A(i) |
(1) |
Copy of the Articles of Association of HSBC Bank USA, National Association. |
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T1A(ii) |
(1) |
Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business. |
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T1A(iii) |
(2) |
Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association |
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T1A(iv) |
(1) |
Copy of the existing By-Laws of HSBC Bank USA, National Association. |
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T1A(v) |
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Not applicable. |
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T1A(vi) |
(2) |
Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939. |
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T1A(vii) |
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Copy of the latest report of condition of the trustee published pursuant to law or the requirement of its supervisory or examining authority. |
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T1A(viii) |
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Not applicable. |
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T1A(ix) |
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Not applicable. |
(1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.
(2) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, 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 New York and State of New York on the 21st day of January, 2020.
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HSBC BANK USA, NATIONAL ASSOCIATION |
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By: |
/s/ Deirdra N. Ross Moshette |
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Deirdra N. Ross Moshette |
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Vice President |
Exhibit T1A(vii)
Board of Governors of the Federal Reserve System
Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency
Federal Financial Institutions Examination Council
Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices - FFIEC 031
Institution Name |
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HSBC BANK USA, NATIONAL ASSOCIATION |
City |
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TYSONS |
State |
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VA |
Zip Code |
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22102 |
Call Report Report Date |
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9/30/2019 |
Report Type |
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031 |
RSSD-ID |
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413208 |
FDIC Certificate Number |
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57890 |
OCC Charter Number |
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24522 |
ABA Routing Number |
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21001088 |
Last updated on |
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11/1/2019 |
Federal Financial Institutions Examination Council |
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Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices - FFIEC 031 |
The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondents activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices - FFIEC 031
Table of Contents
Signature Page |
1 |
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Table of Contents |
2 |
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Emergency Contact Information |
3 |
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Contact Information for the Reports of Condition and Income |
3 |
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USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information |
4 |
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Bank Demographic Information |
5 |
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Contact Information |
5 |
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Schedule RI - Income Statement |
7 |
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Schedule RI-A - Changes in Bank Equity Capital |
10 |
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Schedule RI-B Part I - Charge-offs and Recoveries on Loans and Leases |
11 |
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Schedule RI-B Part II - Changes in Allowances for Credit Losses |
12 |
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Schedule RI-C Part I - Disaggregated Data on the Allowance for Loan and Lease Losses |
13 |
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Schedule RI-C Part II - Disaggregated Data on the Allowances for Credit Losses |
14 |
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Schedule RI-D - Income from Foreign Offices |
14 |
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Schedule RI-E - Explanations |
15 |
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Schedule RC - Balance Sheet |
18 |
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Schedule RC-A - Cash and Balances Due From Depository Institutions |
19 |
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Schedule RC-B - Securities |
20 |
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Schedule RC-C Part I - Loans and Leases |
23 |
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Schedule RC-C Part II - Loans to Small Businesses and Small Farms |
28 |
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Schedule RC-D - Trading Assets and Liabilities |
29 |
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Schedule RC-E Part I - Deposits in Domestic Offices |
31 |
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Schedule RC-E Part II - Deposits in Foreign Offices including Edge and Agreement subsidiaries and IBFs |
33 |
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Schedule RC-F - Other Assets |
34 |
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Schedule RC-G - Other Liabilities |
35 |
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Schedule RC-H - Selected Balance Sheet Items for Domestic Offices |
36 |
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Schedule RC-I - Assets and Liabilities of IBFs |
37 |
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Schedule RC-K - Quarterly Averages |
37 |
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Schedule RC-L - Derivatives and Off-Balance Sheet Items |
38 |
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Schedule RC-M - Memoranda |
42 |
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Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets |
45 |
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Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments |
48 |
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Schedule RC-P - 1-4 Family Residential Mortgage Banking Activities in Domestic Offices |
52 |
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Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis |
52 |
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Schedule RC-R Part I - Regulatory Capital Components and Ratios |
57 |
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Schedule RC-R Part II - Risk-Weighted Assets |
60 |
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Schedule RC-S - Servicing Securitization and Asset Sale Activities |
70 |
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Schedule RC-T - Fiduciary and Related Services |
71 |
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Schedule RC-V - Variable Interest Entities |
73 |
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Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income |
74 |
For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDICs Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank.
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
Legend: NR - Not Reported, CONF - Confidential
Contact Information for the Reports of Condition and Income
To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the Chief Financial Officer (or equivalent) of the bank signing the reports for this quarter, and (2) the person at the bankother than the Chief Financial Officer (or equivalent)to whom questions about the reports should be directed. If the Chief Financial Officer (or equivalent) is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter none for the contacts e-mail address or fax number if not available. Contact information for the Reports of Condition and Income is for the confidential use of the Agencies and will not be released to the public.
Chief Financial Officer (or Equivalent) Signing the Reports |
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Other Person to Whom Questions about the Reports Should be Directed |
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CONF |
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CONF |
Name (TEXT C490) |
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Name (TEXT C495) |
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CONF |
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CONF |
Title (TEXT C491) |
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Title (TEXT C496) |
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CONF |
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CONF |
E-mail Address (TEXT C492) |
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E-mail Address (TEXT 4086) |
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|
|
CONF |
|
CONF |
Area Code / Phone Number / Extension (TEXT C493) |
|
Area Code / Phone Number / Extension (TEXT 8902) |
|
|
|
CONF |
|
CONF |
Area Code / FAX Number (TEXT C494) |
|
Area Code / FAX Number (TEXT 9116) |
Emergency Contact Information
This information is being requested so the Agencies can distribute critical, time-sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter none for the contacts e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public.
Primary Contact |
|
Secondary Contact |
|
|
|
CONF |
|
CONF |
Name (TEXT C366) |
|
Name (TEXT C371) |
|
|
|
CONF |
|
CONF |
Title (TEXT C367) |
|
Title (TEXT C372) |
|
|
|
CONF |
|
CONF |
E-mail Address (TEXT C368) |
|
E-mail Address (TEXT C373) |
|
|
|
CONF |
|
CONF |
Area Code / Phone Number / Extension (TEXT C369) |
|
Area Code / Phone Number / Extension (TEXT C374) |
|
|
|
CONF |
|
CONF |
Area Code / FAX Number (TEXT C370) |
|
Area Code / FAX Number (TEXT C375) |
USA PATRIOT Act Section 314(a) Anti-Money Laundering
Contact Information
This information is being requested to identify points-of-contact who are in charge of your banks USA PATRIOT Act Section 314(a) information requests. Bank personnel listed could be contacted by law enforcement officers or the Financial Crimes Enforcement Network (FinCEN) for additional information related to specific Section 314(a) search requests or other anti-terrorist financing and anti- money laundering matters. Communications sent by FinCEN to the bank for purposes other than Section 314(a) notifications will state the intended purpose and should be directed to the appropriate bank personnel for review. Any disclosure of customer records to law enforcement officers or FinCEN must be done in compliance with applicable law, including the Right to Financial Privacy Act (12 U.S.C. 3401 et seq.).
Please provide information for a primary and secondary contact. Information for a third and fourth contact may be provided at the banks option. Enter none for the contacts e-mail address if not available. This contact information is for the confidential use of the Agencies, FinCEN, and law enforcement officers and will not be released to the public.
Primary Contact |
|
Third Contact |
|
|
|
CONF |
|
CONF |
Name (TEXT C437) |
|
Name (TEXT C870) |
|
|
|
CONF |
|
CONF |
Title (TEXT C438) |
|
Title (TEXT C871) |
|
|
|
CONF |
|
CONF |
E-mail Address (TEXT C439) |
|
E-mail Address (TEXT C368) |
|
|
|
CONF |
|
CONF |
Area Code / Phone Number / Extension (TEXT C440) |
|
Area Code / Phone Number / Extension (TEXT C873) |
|
|
|
Secondary Contact |
|
Fourth Contact |
|
|
|
CONF |
|
CONF |
Name (TEXT C442) |
|
Name (TEXT C875) |
|
|
|
CONF |
|
CONF |
Title (TEXT C443) |
|
Title (TEXT C876) |
|
|
|
CONF |
|
CONF |
E-mail Address (TEXT C444) |
|
E-mail Address (TEXT C877) |
|
|
|
CONF |
|
CONF |
Area Code / Phone Number / Extension (TEXT 8902) |
|
Area Code / Phone Number / Extension (TEXT C878) |
HSBC BANK USA, NATIONAL ASSOCIATION |
FFIEC 031 |
RSSD-ID 413208 |
Report Date 9/30/2019 |
Last Updated on 11/1/2019 |
|
Bank Demographic Information
Dollar amounts in thousands |
|
|
|
|
|
|
1. Reporting date |
|
RCON9999 |
|
20190930 |
|
1. |
2. FDIC certificate number |
|
RSSD9050 |
|
57890 |
|
2. |
3. Legal title of bank |
|
RSSD9017 |
|
Click here for value |
|
3. |
4. City |
|
RSSD9130 |
|
Tysons |
|
4. |
5. State abbreviation |
|
RSSD9200 |
|
VA |
|
5. |
6. Zip code |
|
RSSD9220 |
|
22102 |
|
6. |
7. Legal Entity Identifier (LEI) (Report only if your institution already has an LEI.) |
|
RCON9224 |
|
Click here for value |
|
7. |
(RCON9224) 1IE8VN30JCEQV1H4R804
(RSSD9017) HSBC Bank USA N.A.
Contact Information
Dollar amounts in thousands |
|
|
|
|
|
|
1. Contact Information for the Reports of Condition and Income |
|
|
|
|
|
1. |
a. Chief Financial Officer (or Equivalent) Signing the Reports |
|
|
|
|
|
1.a. |
1. Name |
|
TEXTC490 |
|
CONF |
|
1.a.1. |
2. Title |
|
TEXTC491 |
|
CONF |
|
1.a.2. |
3. E-mail Address |
|
TEXTC492 |
|
CONF |
|
1.a.3. |
4. Telephone |
|
TEXTC493 |
|
CONF |
|
1.a.4. |
5. FAX |
|
TEXTC494 |
|
CONF |
|
1.a.5. |
b. Other Person to Whom Questions about the Reports Should be Directed |
|
|
|
|
|
1.b. |
1. Name |
|
TEXTC495 |
|
CONF |
|
1.b.1. |
2. Title |
|
TEXTC496 |
|
CONF |
|
1.b.2. |
3. E-mail Address |
|
TEXT4086 |
|
CONF |
|
1.b.3. |
4. Telephone |
|
TEXT8902 |
|
CONF |
|
1.b.4. |
5. FAX |
|
TEXT9116 |
|
CONF |
|
1.b.5. |
2. Person to whom questions about Schedule RC-T - Fiduciary and Related Services should be directed |
|
|
|
|
|
2. |
a. Name and Title |
|
TEXTB962 |
|
CONF |
|
2.a. |
b. E-mail Address |
|
TEXTB926 |
|
CONF |
|
2.b. |
c. Telephone |
|
TEXTB963 |
|
CONF |
|
2.c. |
d. FAX |
|
TEXTB964 |
|
CONF |
|
2.d. |
3. Emergency Contact Information |
|
|
|
|
|
3. |
a. Primary Contact |
|
|
|
|
|
3.a. |
1. Name |
|
TEXTC366 |
|
CONF |
|
3.a.1. |
2. Title |
|
TEXTC367 |
|
CONF |
|
3.a.2. |
3. E-mail Address |
|
TEXTC368 |
|
CONF |
|
3.a.3. |
4. Telephone |
|
TEXTC369 |
|
CONF |
|
3.a.4. |
5. FAX |
|
TEXTC370 |
|
CONF |
|
3.a.5. |
b. Secondary Contact |
|
|
|
|
|
3.b. |
1. Name |
|
TEXTC371 |
|
CONF |
|
3.b.1. |
2. Title |
|
TEXTC372 |
|
CONF |
|
3.b.2. |
3. E-mail Address |
|
TEXTC373 |
|
CONF |
|
3.b.3. |
4. Telephone |
|
TEXTC374 |
|
CONF |
|
3.b.4. |
5. FAX |
|
TEXTC375 |
|
CONF |
|
3.b.5. |
4. USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information |
|
|
|
|
|
4. |
a. Primary Contact |
|
|
|
|
|
4.a. |
Dollar amounts in thousands |
|
|
|
|
|
|
1. Name |
|
TEXTC437 |
|
CONF |
|
4.a.1. |
2. Title |
|
TEXTC438 |
|
CONF |
|
4.a.2. |
3. E-mail Address |
|
TEXTC439 |
|
CONF |
|
4.a.3. |
4. Telephone |
|
TEXTC440 |
|
CONF |
|
4.a.4. |
b. Secondary Contact |
|
|
|
|
|
4.b. |
1. Name |
|
TEXTC442 |
|
CONF |
|
4.b.1. |
2. Title |
|
TEXTC443 |
|
CONF |
|
4.b.2. |
3. E-mail Address |
|
TEXTC444 |
|
CONF |
|
4.b.3. |
4. Telephone |
|
TEXTC445 |
|
CONF |
|
4.b.4. |
c. Third Contact |
|
|
|
|
|
4.c. |
1. Name |
|
TEXTC870 |
|
CONF |
|
4.c.1. |
2. Title |
|
TEXTC871 |
|
CONF |
|
4.c.2. |
3. E-mail Address |
|
TEXTC872 |
|
CONF |
|
4.c.3. |
4. Telephone |
|
TEXTC873 |
|
CONF |
|
4.c.4. |
d. Fourth Contact |
|
|
|
|
|
4.d. |
1. Name |
|
TEXTC875 |
|
CONF |
|
4.d.1. |
2. Title |
|
TEXTC876 |
|
CONF |
|
4.d.2. |
3. E-mail Address |
|
TEXTC877 |
|
CONF |
|
4.d.3. |
4. Telephone |
|
TEXTC878 |
|
CONF |
|
4.d.4. |
5. Chief Executive Officer Contact Information |
|
|
|
|
|
5. |
a. Chief Executive Officer |
|
|
|
|
|
5.a. |
1. Name |
|
TEXTFT42 |
|
CONF |
|
5.a.1. |
2. E-mail Address |
|
TEXTFT44 |
|
CONF |
|
5.a.2. |
3. Telephone |
|
TEXTFT43 |
|
CONF |
|
5.a.3. |
4. FAX |
|
TEXTFT45 |
|
CONF |
|
5.a.4. |
Schedule RI - Income Statement
All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Interest income: |
|
|
|
|
|
1. |
a. Interest and fee income on loans: |
|
|
|
|
|
1.a. |
1. In domestic offices: |
|
|
|
|
|
1.a.1. |
a. Loans secured by real estate: |
|
|
|
|
|
1.a.1.a. |
1. Loans secured by 1-4 family residential properties |
|
RIAD4435 |
|
504,263 |
|
1.a.1.a.1. |
2. All other loans secured by real estate |
|
RIAD4436 |
|
425,326 |
|
1.a.1.a.2. |
b. Loans to finance agricultural production and other loans to farmers |
|
RIAD4024 |
|
9,064 |
|
1.a.1.b. |
c. Commercial and industrial loans |
|
RIAD4012 |
|
867,928 |
|
1.a.1.c. |
d. Loans to individuals for household, family, and other personal expenditures: |
|
|
|
|
|
1.a.1.d. |
1. Credit cards |
|
RIADB485 |
|
57,226 |
|
1.a.1.d.1. |
2. Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans) |
|
RIADB486 |
|
16,192 |
|
1.a.1.d.2. |
e. Loans to foreign governments and official institutions |
|
RIAD4056 |
|
1,825 |
|
1.a.1.e. |
f. All other loans in domestic offices |
|
RIADB487 |
|
230,094 |
|
1.a.1.f. |
2. In foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
RIAD4059 |
|
6,944 |
|
1.a.2. |
3. Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)) |
|
RIAD4010 |
|
2,118,862 |
|
1.a.3. |
|
|
|
|
|
|
|
b. Income from lease financing receivables |
|
RIAD4065 |
|
0 |
|
1.b. |
c. Interest income on balances due from depository institutions(1) |
|
RIAD4115 |
|
294,017 |
|
1.c. |
d. Interest and dividend income on securities: |
|
|
|
|
|
1.d. |
1. U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities). |
|
RIADB488 |
|
313,746 |
|
1.d.1. |
2. Mortgage-backed securities |
|
RIADB489 |
|
524,385 |
|
1.d.2. |
3. All other securities (includes securities issued by states and political subdivisions in the U.S.) |
|
RIAD4060 |
|
63,202 |
|
1.d.3. |
e. Interest income from trading assets |
|
RIAD4069 |
|
214,977 |
|
1.e. |
f. Interest income on federal funds sold and securities purchased under agreements to resell |
|
RIAD4020 |
|
188,768 |
|
1.f. |
g. Other interest income |
|
RIAD4518 |
|
58,276 |
|
1.g. |
h. Total interest income (sum of items 1.a.(3) through 1.g) |
|
RIAD4107 |
|
3,776,233 |
|
1.h. |
2. Interest expense: |
|
|
|
|
|
2. |
a. Interest on deposits: |
|
|
|
|
|
2.a. |
1. Interest on deposits in domestic offices: |
|
|
|
|
|
2.a.1. |
a.Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) |
|
RIAD4508 |
|
240,391 |
|
2.a.1.a. |
|
|
|
|
|
|
|
b. Nontransaction accounts: |
|
|
|
|
|
2.a.1.b. |
1. Savings deposits (includes MMDAs) |
|
RIAD0093 |
|
341,378 |
|
2.a.1.b.1. |
2. Time deposits of $250,000 or less |
|
RIADHK03 |
|
354,015 |
|
2.a.1.b.2. |
3. Time deposits of more than $250,000 |
|
RIADHK04 |
|
415,765 |
|
2.a.1.b.3. |
2. Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
RIAD4172 |
|
31,729 |
|
2.a.2. |
b. Expense of federal funds purchased and securities sold under agreements to repurchase |
|
RIAD4180 |
|
146,183 |
|
2.b. |
c. Interest on trading liabilities and other borrowed money |
|
RIAD4185 |
|
264,724 |
|
2.c. |
d. Interest on subordinated notes and debentures |
|
RIAD4200 |
|
188,925 |
|
2.d. |
e. Total interest expense (sum of items 2.a through 2.d) |
|
RIAD4073 |
|
1,983,110 |
|
2.e. |
3. Net interest income (item 1.h minus 2.e) |
|
RIAD4074 |
|
1,793,123 |
|
3. |
4. Provision for loan and lease losses(1) |
|
RIADJJ33 |
|
198,173 |
|
4. |
5. Noninterest income: |
|
|
|
|
|
5. |
a. Income from fiduciary activities(2) |
|
RIAD4070 |
|
58,085 |
|
5.a. |
b. Service charges on deposit accounts in domestic offices |
|
RIAD4080 |
|
100,690 |
|
5.b. |
(1) Includes interest income on time certificates of deposit not held for trading.
(1) Institutions that have adopted ASU 2016-13 should report in item 4, the provisions for credit losses for all financial assets that fall within the scope of the standard.
(2) For banks required to complete Schedule RC-T, items 14 through 22, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 22.
Dollar amounts in thousands |
|
|
|
|
|
|
c.Trading revenue(3) |
|
RIADA220 |
|
422,371 |
|
5.c. |
d. Not available |
|
|
|
|
|
5.d. |
1. Fees and commissions from securities brokerage |
|
RIADC886 |
|
3,567 |
|
5.d.1. |
2. Investment banking, advisory, and underwriting fees and commissions |
|
RIADC888 |
|
38,662 |
|
5.d.2. |
3. Fees and commissions from annuity sales |
|
RIADC887 |
|
0 |
|
5.d.3. |
4. Underwriting income from insurance and reinsurance activities |
|
RIADC386 |
|
0 |
|
5.d.4. |
5. Income from other insurance activities |
|
RIADC387 |
|
0 |
|
5.d.5. |
e. Venture capital revenue |
|
RIADB491 |
|
0 |
|
5.e. |
f. Net servicing fees |
|
RIADB492 |
|
4,653 |
|
5.f. |
g. Net securitization income |
|
RIADB493 |
|
0 |
|
5.g. |
h. Not applicable |
|
|
|
|
|
5.h. |
i. Net gains (losses) on sales of loans and leases |
|
RIAD5416 |
|
816 |
|
5.i. |
j. Net gains (losses) on sales of other real estate owned |
|
RIAD5415 |
|
-962 |
|
5.j. |
k. Net gains (losses) on sales of other assets(4) |
|
RIADB496 |
|
3,923 |
|
5.k. |
l. Other noninterest income* |
|
RIADB497 |
|
610,218 |
|
5.l. |
m. Total noninterest income (sum of items 5.a through 5.l) |
|
RIAD4079 |
|
1,242,023 |
|
5.m. |
6. Not available |
|
|
|
|
|
6. |
a. Realized gains (losses) on held-to-maturity securities |
|
RIAD3521 |
|
0 |
|
6.a. |
b. Realized gains (losses) on available-for-sale securities |
|
RIAD3196 |
|
75,854 |
|
6.b. |
7. Noninterest expense: |
|
|
|
|
|
7. |
a. Salaries and employee benefits |
|
RIAD4135 |
|
623,807 |
|
7.a. |
b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) |
|
RIAD4217 |
|
144,993 |
|
7.b. |
c. Not available |
|
|
|
|
|
7.c. |
1. Goodwill impairment losses |
|
RIADC216 |
|
364,655 |
|
7.c.1. |
2. Amortization expense and impairment losses for other intangible assets |
|
RIADC232 |
|
4,874 |
|
7.c.2. |
d. Other noninterest expense* |
|
RIAD4092 |
|
1,482,726 |
|
7.d. |
e. Total noninterest expense (sum of items 7.a through 7.d) |
|
RIAD4093 |
|
2,621,055 |
|
7.e. |
8. Not available |
|
|
|
|
|
8. |
a. Income (loss) before unrealized holding gains (losses) on equity securities not held for trading, applicable income taxes, and discontinued operations (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) |
|
RIADHT69 |
|
291,772 |
|
8.a. |
b. Unrealized holding gains (losses) on equity securities not held for trading(5) |
|
RIADHT70 |
|
5,768 |
|
8.b. |
c. Income (loss) before applicable income taxes and discontinued operations (sum of items 8.a and 8.b) |
|
RIAD4301 |
|
297,540 |
|
8.c. |
9. Applicable income taxes (on item 8.c) |
|
RIAD4302 |
|
162,697 |
|
9. |
10. Income (loss) before discontinued operations (item 8.c minus item 9) |
|
RIAD4300 |
|
134,843 |
|
10. |
11. Discontinued operations, net of applicable income taxes (Describe on Schedule RI-E - Explanations)* |
|
RIADFT28 |
|
0 |
|
11. |
12. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11) |
|
RIADG104 |
|
134,843 |
|
12. |
13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report as a positive value; if net loss, report as a negative value) |
|
RIADG103 |
|
0 |
|
13. |
14. Net income (loss) attributable to bank (item 12 minus item 13) |
|
RIAD4340 |
|
134,843 |
|
14. |
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes |
|
RIAD4513 |
|
84 |
|
M.1. |
Memorandum item 2 is to be completed by banks with $1 billion or more in total assets |
|
|
|
|
|
|
2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) |
|
RIAD8431 |
|
12,835 |
|
M.2. |
3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b) |
|
RIAD4313 |
|
0 |
|
M.3. |
4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3)) |
|
RIAD4507 |
|
248 |
|
M.4. |
5. Number of full-time equivalent employees at end of current period (round to nearest whole number) |
|
RIAD4150 |
|
4716 |
|
M.5. |
(3) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c, must equal the sum of Memorandum items 8.a through 8.e.
(4) Exclude net gains (losses) on sales of trading assets and held-to-maturity and available-for-sale securities.
* Describe on Schedule RI-EExplanations.
(5) Item 8.b is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.
Dollar amounts in thousands |
|
|
|
|
|
|
6. Not applicable |
|
|
|
|
|
M.6. |
7. If the reporting institution has applied pushdown accounting this calendar year, report the date of the institutions acquisition (see instructions)(2) |
|
RIAD9106 |
|
0 |
|
M.7. |
8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.e must equal Schedule RI, item 5.c): |
|
|
|
|
|
|
Memorandum items 8.a through 8.e are to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year. |
|
|
|
|
|
|
a. Interest rate exposures |
|
RIAD8757 |
|
525,837 |
|
M.8.a. |
b. Foreign exchange exposures |
|
RIAD8758 |
|
240,751 |
|
M.8.b. |
c. Equity security and index exposures |
|
RIAD8759 |
|
12,092 |
|
M.8.c. |
d. Commodity and other exposures |
|
RIAD8760 |
|
90,180 |
|
M.8.d. |
e. Credit exposures |
|
RIADF186 |
|
-446,488 |
|
M.8.e. |
Memorandum items 8.f through 8.h are to be completed by banks with $100 billion or more in total assets that are required to complete Schedule RI, Memorandum items 8.a through 8.e, above. |
|
|
|
|
|
M.8.f. |
f. Impact on trading revenue of changes in the creditworthiness of the banks derivatives counterparties on the banks derivative assets (year-to-date changes) (included in Memorandum items 8.a through 8.e above): |
|
|
|
|
|
|
1. Gross credit valuation adjustment (CVA) |
|
RIADFT36 |
|
3,970 |
|
M.8.f.1. |
2. CVA hedge |
|
RIADFT37 |
|
-969 |
|
M.8.f.2. |
g. Impact on trading revenue of changes in the creditworthiness of the bank on the banks derivative liabilities (year-to-date changes) (included in Memorandum items 8.a through 8.e above): |
|
|
|
|
|
M.8.g. |
1. Gross debit valuation adjustment (DVA) |
|
RIADFT38 |
|
-3,307 |
|
M.8.g.1. |
2. DVA hedge |
|
RIADFT39 |
|
0 |
|
M.8.g.2. |
h. Gross trading revenue, before including positive or negative net CVA and net DVA |
|
RIADFT40 |
|
422,678 |
|
M.8.h. |
9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account: |
|
|
|
|
|
M.9. |
a. Net gains (losses) on credit derivatives held for trading |
|
RIADC889 |
|
0 |
|
M.9.a. |
b. Net gains (losses) on credit derivatives held for purposes other than trading |
|
RIADC890 |
|
-17,211 |
|
M.9.b. |
10. Credit losses on derivatives (see instructions) |
|
RIADA251 |
|
0 |
|
M.10. |
11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year? |
|
RIADA530 |
|
No |
|
M.11. |
Memorandum item 12 is to be completed by banks that are required to complete Schedule RC-C, Part I, Memorandum items 8.b and 8.c and is to be completed semiannually in the June and December reports only. |
|
RIADF228 |
|
NR |
|
M.12. |
12. Noncash income from negative amortization on closed-end loans secured by 1-4 family residential properties (included in Schedule RI, item 1.a.(1)(a)(1)) |
|
|
|
|
|
|
Memorandum item 13 is to be completed by banks that have elected to account for assets and liabilities under a fair value option. |
|
|
|
|
|
|
13. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option: |
|
|
|
|
|
M.13. |
a. Net gains (losses) on assets |
|
RIADF551 |
|
9,182 |
|
M.13.a. |
1. Estimated net gains (losses) on loans attributable to changes in instrument-specific credit risk |
|
RIADF552 |
|
0 |
|
M.13.a.1. |
b. Net gains (losses) on liabilities |
|
RIADF553 |
|
-935,749 |
|
M.13.b. |
1. Estimated net gains (losses) on liabilities attributable to changes in instrument-specific credit risk |
|
RIADF554 |
|
0 |
|
M.13.b.1. |
14. Other-than-temporary impairment losses on held-to-maturity and available-for-sale debt securities(2) |
|
RIADJ321 |
|
0 |
|
M.14. |
Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets that answered Yes to Schedule RC-E, Part I, Memorandum item 5. |
|
|
|
|
|
M.15. |
15. Components of service charges on deposit accounts in domestic offices (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b): |
|
|
|
|
|
|
a. Consumer overdraft-related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use |
|
RIADH032 |
|
4,977 |
|
M.15.a. |
b. Consumer account periodic maintenance charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use |
|
RIADH033 |
|
9,082 |
|
M.15.b. |
c. Consumer customer automated teller machine (ATM) fees levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use |
|
RIADH034 |
|
0 |
|
M.15.c. |
d. All other service charges on deposit accounts |
|
RIADH035 |
|
86,631 |
|
M.15.d. |
(2) Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2019, would report 20190301.
(2) Memorandum item 14 is to be completed only by institutions that have not adopted ASU 2016-13.
Schedule RI-A - Changes in Bank Equity Capital
Dollar amounts in thousands |
|
|
|
|
|
|
1. Total bank equity capital most recently reported for the December 31, 2018, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) |
|
RIAD3217 |
|
23,710,734 |
|
1. |
2. Cumulative effect of changes in accounting principles and corrections of material accounting errors* |
|
RIADB507 |
|
27,376 |
|
2. |
3. Balance end of previous calendar year as restated (sum of items 1 and 2) |
|
RIADB508 |
|
23,738,110 |
|
3. |
4. Net income (loss) attributable to bank (must equal Schedule RI, item 14) |
|
RIAD4340 |
|
134,843 |
|
4. |
5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) |
|
RIADB509 |
|
0 |
|
5. |
6. Treasury stock transactions, net |
|
RIADB510 |
|
0 |
|
6. |
7. Changes incident to business combinations, net |
|
RIAD4356 |
|
0 |
|
7. |
8. LESS: Cash dividends declared on preferred stock |
|
RIAD4470 |
|
101,953 |
|
8. |
9. LESS: Cash dividends declared on common stock |
|
RIAD4460 |
|
0 |
|
9. |
10. Other comprehensive income(1) |
|
RIADB511 |
|
433,021 |
|
10. |
11. Other transactions with stockholders (including a parent holding company) (not included in items 5, 6, 8, or 9 above)* |
|
RIAD4415 |
|
-2,399,393 |
|
11. |
12. Total bank equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a) |
|
RIAD3210 |
|
21,804,628 |
|
12. |
* Describe on Schedule RI-EExplanations
(1) Includes, but is not limited to, changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and pension and other postretirement plan-related changes other than net periodic benefit cost.
Schedule RI-B Part I - Charge-offs and Recoveries on Loans and Leases
Part I includes charge-offs and recoveries through the allocated transfer risk reserve.
|
|
(Column A) Charge-offs |
|
(Column B) Recoveries Calendar |
|
|
|
||||
Dollar amounts in thousands |
|
Calendar year-to-date |
|
year-to-date |
|
|
|
||||
1. Loans secured by real estate: |
|
|
|
|
|
|
|
|
|
1. |
|
a. Construction, land development, and other land loans in domestic offices: |
|
|
|
|
|
|
|
|
|
1.a. |
|
1. 1-4 family residential construction loans |
|
RIADC891 |
|
0 |
|
RIADC892 |
|
0 |
|
1.a.1. |
|
2. Other construction loans and all land development and other land loans |
|
RIADC893 |
|
0 |
|
RIADC894 |
|
0 |
|
1.a.2. |
|
b. Secured by farmland in domestic offices |
|
RIAD3584 |
|
0 |
|
RIAD3585 |
|
0 |
|
1.c. |
|
c. Secured by 1-4 family residential properties in domestic offices: |
|
|
|
|
|
|
|
|
|
1.c.1. |
|
1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RIAD5411 |
|
2,315 |
|
RIAD5412 |
|
2,565 |
|
1.c.2. |
|
2. Closed-end loans secured by 1-4 family residential properties: |
|
|
|
|
|
|
|
|
|
1.c.2.a. |
|
a. Secured by first liens |
|
RIADC234 |
|
7,528 |
|
RIADC217 |
|
7,027 |
|
1.c.2.b. |
|
b. Secured by junior liens |
|
RIADC235 |
|
864 |
|
RIADC218 |
|
725 |
|
1.d. |
|
d. Secured by multifamily (5 or more) residential properties in domestic offices |
|
RIAD3588 |
|
0 |
|
RIAD3589 |
|
27 |
|
1.e. |
|
e. Secured by nonfarm nonresidential properties in domestic offices: |
|
|
|
|
|
|
|
|
|
1.e.1. |
|
1. Loans secured by owner-occupied nonfarm nonresidential properties |
|
RIADC895 |
|
0 |
|
RIADC896 |
|
0 |
|
1.e.2. |
|
2. Loans secured by other nonfarm nonresidential properties |
|
RIADC897 |
|
0 |
|
RIADC898 |
|
45 |
|
1.f. |
|
f. In foreign offices |
|
RIADB512 |
|
0 |
|
RIADB513 |
|
0 |
|
2. |
|
2. Not applicable |
|
|
|
|
|
|
|
|
|
3. |
|
3. Loans to finance agricultural production and other loans to farmers |
|
RIAD4655 |
|
0 |
|
RIAD4665 |
|
0 |
|
4. |
|
4. Commercial and industrial loans: |
|
|
|
|
|
|
|
|
|
4.a. |
|
a. To U.S. addressees (domicile) |
|
RIAD4645 |
|
22,735 |
|
RIAD4617 |
|
2,064 |
|
4.b. |
|
b. To non-U.S. addressees (domicile) |
|
RIAD4646 |
|
0 |
|
RIAD4618 |
|
0 |
|
5. |
|
5. Loans to individuals for household, family, and other personal expenditures: |
|
|
|
|
|
|
|
|
|
5.a. |
|
a. Credit cards |
|
RIADB514 |
|
42,045 |
|
RIADB515 |
|
4,223 |
|
5.b. |
|
b. Automobile loans |
|
RIADK129 |
|
0 |
|
RIADK133 |
|
0 |
|
5.c. |
|
c. Other (includes revolving credit plans other than credit cards and other consumer loans) |
|
RIADK205 |
|
3,813 |
|
RIADK206 |
|
1,432 |
|
6. |
|
6. Loans to foreign governments and official institutions |
|
RIAD4643 |
|
0 |
|
RIAD4627 |
|
0 |
|
7. |
|
7. All other loans |
|
RIAD4644 |
|
2,472 |
|
RIAD4628 |
|
336 |
|
8. |
|
8. Lease financing receivables: |
|
|
|
|
|
|
|
|
|
8.a. |
|
a. Leases to individuals for household, family, and other personal expenditures |
|
RIADF185 |
|
0 |
|
RIADF187 |
|
0 |
|
8.b. |
|
b. All other leases |
|
RIADC880 |
|
0 |
|
RIADF188 |
|
0 |
|
9. |
|
9. Total (sum of items 1 through 8) |
|
RIAD4635 |
|
81,772 |
|
RIAD4605 |
|
18,444 |
|
M.1. |
|
1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above |
|
RIAD5409 |
|
0 |
|
RIAD5410 |
|
0 |
|
M.2. |
|
2. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, part I, item 1, above) |
|
RIAD4652 |
|
0 |
|
RIAD4662 |
|
0 |
|
M.3. |
|
3. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands |
|
|
|
|
|
|
|
Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. |
|
RIADC388 |
|
7,267 |
|
M.4. |
|
4. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for loan and lease losses)(2) |
|
|
|
|
|
|
|
(2) Institutions that have adopted ASU 2016-13 should report in Memorandum item 4 uncollectible retail credit card fees and finance charges reversed against income (i.e. not included in charge-offs against the allowance for credit losses on loans and leases).
Schedule RI-B Part II - Changes in Allowances for Credit Losses
|
|
(Column A) Loans and |
|
(Column B) |
|
(Column C) |
|
|
|
||||||
|
|
Leases Held for |
|
Held-to-maturity Debt |
|
Available-for-sale Debt |
|
|
|
||||||
Dollar amounts in thousands |
|
Investment |
|
Securities |
|
Securities |
|
|
|
||||||
1. Balance most recently reported for the December 31, 2018, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) |
|
RIADB522 |
|
540,707 |
|
RIADJH88 |
|
NR |
|
RIADJH94 |
|
NR |
|
1. |
|
2. Recoveries (column A must equal Part I, item 9, column B, above) |
|
RIAD4605 |
|
18,444 |
|
RIADJH89 |
|
NR |
|
RIADJH95 |
|
NR |
|
2. |
|
3. LESS: Charge-offs (column A must equal Part I, item 9, column A, above less Schedule RI-B, Part II, item 4, column A) |
|
RIADC079 |
|
81,772 |
|
RIADJH92 |
|
NR |
|
RIADJH98 |
|
NR |
|
3. |
|
4. LESS: Write-downs arising from transfers of financial assets(3) |
|
RIAD5523 |
|
0 |
|
RIADJJ00 |
|
NR |
|
RIADJJ01 |
|
NR |
|
4. |
|
5. Provisions for credit losses(4) |
|
RIAD4230 |
|
198,173 |
|
RIADJH90 |
|
NR |
|
RIADJH96 |
|
NR |
|
5. |
|
6. Adjustments*(see instructions for this schedule)* |
|
RIADC233 |
|
0 |
|
RIADJH91 |
|
NR |
|
RIADJH97 |
|
NR |
|
6. |
|
7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (column A must equal Schedule RC, item 4.c) |
|
RIAD3123 |
|
675,552 |
|
RIADJH93 |
|
NR |
|
RIADJH99 |
|
NR |
|
7. |
|
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Allocated transfer risk reserve included in Schedule RI-B, Part II, item 7, column A, above |
|
RIADC435 |
|
0 |
|
M.1. |
|
Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. |
|
|
|
|
|
|
|
2. Separate valuation allowance for uncollectible retail credit card fees and finance charges |
|
RIADC389 |
|
0 |
|
M.2. |
|
3. Amount of allowance for loan and lease losses attributable to retail credit card fees and finance charges(1) |
|
RIADC390 |
|
3,739 |
|
M.3. |
|
4. Amount of allowance for post-acquisition credit losses on purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (included in Schedule RI-B, Part II, item 7, column A, above)(2) |
|
RIADC781 |
|
1,180 |
|
M.4. |
|
5. Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above)(3) |
|
RIADJJ02 |
|
NR |
|
M.5. |
|
6. Allowance for credit losses on other financial assets measured at amortized cost (not included in item 7, above)(3) |
|
RCFDJJ03 |
|
NR |
|
M.6. |
|
(3) Institutions that have not yet adopted ASU 2016-13 should report write-downs arising from transfers of loans to a held-for-sale account in item 4, column A.
(4) Institutions that have not yet adopted ASU 2016-13 should report the provision for loan and lease losses in item 5, column A and the amount reported must equal Schedule RI, item 4.
* Describe on Schedule RI-E - Explanations.
(1) Institutions that have adopted ASU 2016-13 should report in Memorandum item 3 the amount of allowance for credit losses on loans and leases attributable to retail credit card fees and finance charges.
(2) Memorandum item 4 is to be completed only by institutions that have not yet adopted ASU 2016-13.
(3) Memorandum items 5 and 6 are to be completed only by institutions that have adopted ASU 2016-13.
(3) Memorandum items 5 and 6 are to be completed only by institutions that have adopted ASU 2016-13.
Schedule RI-C Part I - Disaggregated Data on the Allowance for Loan and Lease Losses
Schedule RI-C is to be completed by institutions with $1 billion or more in total assets.
|
|
(Column A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded |
|
(Column B) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment: |
|
Allowance Balance: |
|
(Column C) |
|
|
|
|
|
|
|
|
|
|
|
Individually |
|
Individually |
|
Recorded |
|
(Column D) |
|
(Column E) |
|
|
|
|
|
|
|
Evaluated for |
|
Evaluated for |
|
Investment: |
|
Allowance Balance: |
|
Recorded |
|
(Column F) |
|
|
|
|
|
Impairment and |
|
Impairment and |
|
Collectively |
|
Collectively |
|
Investment: |
|
Allowance Balance: |
|
|
|
|
|
Determined to be |
|
Determined to be |
|
Evaluated for |
|
Evaluated for |
|
Purchased |
|
Purchased |
|
|
|
|
|
Impaired (ASC |
|
Impaired (ASC |
|
Impairment (ASC |
|
Impairment (ASC |
|
Credit-Impaired |
|
Credit-Impaired |
|
|
|
Dollar amounts in thousands |
|
310-10-35) |
|
310-10-35) |
|
450-20) |
|
450-20) |
|
Loans (ASC 310-30) |
|
Loans (ASC 310-30) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
|
|
RCFDM708 |
|
RCFDM709 |
|
RCFDM710 |
|
RCFDM711 |
|
RCFDM712 |
|
RCFDM713 |
|
1.a. |
|
a. Construction loans |
|
0 |
|
0 |
|
1,786,740 |
|
35,160 |
|
0 |
|
0 |
|
|
|
|
|
RCFDM714 |
|
RCFDM715 |
|
RCFDM716 |
|
RCFDM717 |
|
RCFDM719 |
|
RCFDM720 |
|
1.b. |
|
b. Commercial real estate loans |
|
0 |
|
0 |
|
6,654,471 |
|
97,625 |
|
0 |
|
0 |
|
|
|
|
|
RCFDM721 |
|
RCFDM722 |
|
RCFDM723 |
|
RCFDM724 |
|
RCFDM725 |
|
RCFDM726 |
|
1.c. |
|
c. Residential real estate loans |
|
627,617 |
|
4,064 |
|
20,993,069 |
|
12,019 |
|
112,421 |
|
1,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDM727 |
|
RCFDM728 |
|
RCFDM729 |
|
RCFDM730 |
|
RCFDM731 |
|
RCFDM732 |
|
2. |
|
2. Commercial loans(3) |
|
295,313 |
|
30,381 |
|
36,878,021 |
|
395,793 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDM733 |
|
RCFDM734 |
|
RCFDM735 |
|
RCFDM736 |
|
RCFDM737 |
|
RCFDM738 |
|
3. |
|
3. Credit cards |
|
3,762 |
|
1,174 |
|
1,303,963 |
|
87,754 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDM739 |
|
RCFDM740 |
|
RCFDM741 |
|
RCFDM742 |
|
RCFDM743 |
|
RCFDM744 |
|
4. |
|
4. Other consumer loans |
|
0 |
|
0 |
|
227,352 |
|
10,402 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
RCFDM745 |
|
|
|
|
|
5. |
|
5. Unallocated, if any |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
RCFDM746 |
|
RCFDM747 |
|
RCFDM748 |
|
RCFDM749 |
|
RCFDM750 |
|
RCFDM751 |
|
6. |
|
6. Total (for each column, sum of items 1.a through 5)(4) |
|
926,692 |
|
35,619 |
|
67,843,616 |
|
638,753 |
|
112,421 |
|
1,180 |
|
|
|
(3) Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C.
(4) The sum of item 6, columns B, D, and F, must equal Schedule RC, item 4.c. Item 6, column E, must equal Schedule RC-C, Part I, Memorandum item 7.b. Item 6, column F, must equal Schedule RI-B, Part II, Memorandum item 4.
Schedule RI-C Part II - Disaggregated Data on the Allowances for Credit Losses
Dollar amounts in thousands |
|
(Column A) Amortized Cost |
|
(Column B) Allowance Balance |
|
|
|
||||
1. Real estate loans: |
|
|
|
|
|
|
|
|
|
1 |
|
a. Construction loans |
|
RCFDJJ04 |
|
NR |
|
RCFDJJ12 |
|
NR |
|
1.a. |
|
b. Commercial real estate loans |
|
RCFDJJ05 |
|
NR |
|
RCFDJJ13 |
|
NR |
|
1.b. |
|
c. Residential real estate loans |
|
RCFDJJ06 |
|
NR |
|
RCFDJJ14 |
|
NR |
|
1.c. |
|
2. Commercial loans(3) |
|
RCFDJJ07 |
|
NR |
|
RCFDJJ15 |
|
NR |
|
2. |
|
3. Credit cards |
|
RCFDJJ08 |
|
NR |
|
RCFDJJ16 |
|
NR |
|
3. |
|
4. Other consumer loans |
|
RCFDJJ09 |
|
NR |
|
RCFDJJ17 |
|
NR |
|
4. |
|
5. Unallocated |
|
|
|
|
|
RCFDJJ18 |
|
NR |
|
5. |
|
6. Total (sum of items 1.a. through 5)(4) |
|
RCFDJJ11 |
|
NR |
|
RCFDJJ19 |
|
NR |
|
6. |
|
Dollar amounts in thousands |
|
|
|
|
|
|
|
7. Securities issued by states and political subdivisions in the U.S. |
|
RCFDJJ20 |
|
NR |
|
7. |
|
8. Total mortgage-backed securities (MBS) (including CMOs, REMICs and stripped MBS) |
|
RCFDJJ21 |
|
NR |
|
8. |
|
9. Asset-backed securities and structured financial products |
|
RCFDJJ23 |
|
NR |
|
9. |
|
10. Other debt securities |
|
RCFDJJ24 |
|
NR |
|
10. |
|
11. Total (sum of items 7 through 10)(5) |
|
RCFDJJ25 |
|
NR |
|
11. |
|
Schedule RI-D - Income from Foreign Offices
For all banks with foreign offices (including Edge or Agreement subsidiaries and IBFs) and total foreign office assets of $10 billion or more where foreign office revenues, assets, or net income exceed 10 percent of consolidated total revenues, total assets, or net income.
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Total interest income in foreign offices |
|
RIADC899 |
|
0 |
|
1. |
|
2. Total interest expense in foreign offices |
|
RIADC900 |
|
0 |
|
2. |
|
3. Provision for loan and lease losses in foreign offices(1) |
|
RIADKW02 |
|
0 |
|
3. |
|
4. Noninterest income in foreign offices: |
|
|
|
|
|
4. |
|
a. Trading revenue |
|
RIADC902 |
|
0 |
|
4.a. |
|
b. Investment banking, advisory, brokerage, and underwriting fees and commissions |
|
RIADC903 |
|
0 |
|
4.b. |
|
c. Net securitization income |
|
RIADC904 |
|
0 |
|
4.c. |
|
d. Other noninterest income |
|
RIADC905 |
|
0 |
|
4.d. |
|
5. Realized gains (losses) on held-to-maturity and available-for-sale debt securities and unrealized holding gains (losses) on equity securities not held for trading in foreign offices(2) |
|
RIADJA28 |
|
0 |
|
5. |
|
6. Total noninterest expense in foreign offices |
|
RIADC907 |
|
0 |
|
6. |
|
7. Adjustments to pretax income in foreign offices for internal allocations to foreign offices to reflect the effects of equity capital on overall bank funding costs |
|
RIADC908 |
|
0 |
|
7. |
|
8. Applicable income taxes (on items 1 through 7) |
|
RIADC909 |
|
0 |
|
8. |
|
9. Discontinued operations, net of applicable income taxes, in foreign offices |
|
RIADGW64 |
|
0 |
|
9. |
|
10. Net income attributable to foreign offices before internal allocations of income and expense (item 1 plus or minus items 2 through 9) |
|
RIADC911 |
|
0 |
|
10. |
|
11. Not applicable |
|
|
|
|
|
11. |
|
12. Eliminations arising from the consolidation of foreign offices with domestic offices |
|
RIADC913 |
|
0 |
|
12. |
|
13. Consolidated net income attributable to foreign offices (sum of items 10 and 12) |
|
RIADC914 |
|
0 |
|
13. |
|
(3) Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in item 1, 3, or 4 of Schedule RI-C, Part II.
(4) Item 6, column B must equal schedule RC, item 4.c.
(5) Item 11 must equal Schedule RI-B, Part II, item 7, column B.
(1) Institutions that have adopted ASU 2016-13 should report the provisions for credit losses in foreign offices for all financial assets that fall within the scope of the standard in item 3.
(2) For institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities, include realized and unrealized gains (losses) (and all other value changes) on equity securities and other equity investments in foreign offices not held for trading that are included in Schedule RI, item 8.b.
Schedule RI-E - Explanations
Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.
Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Other noninterest income (from Schedule RI, item 5.l) Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 5.l: |
|
|
|
|
|
1. |
|
a. Income and fees from the printing and sale of checks |
|
RIADC013 |
|
0 |
|
1.a. |
|
b. Earnings on/increase in value of cash surrender value of life insurance |
|
RIADC014 |
|
0 |
|
1.b. |
|
c. Income and fees from automated teller machines (ATMs) |
|
RIADC016 |
|
0 |
|
1.c. |
|
d. Rent and other income from other real estate owned |
|
RIAD4042 |
|
0 |
|
1.d. |
|
e. Safe deposit box rent |
|
RIADC015 |
|
0 |
|
1.e. |
|
f. Bank card and credit card interchange fees |
|
RIADF555 |
|
68,695 |
|
1.f. |
|
g. Income and fees from wire transfers |
|
RIADT047 |
|
97,372 |
|
1.g. |
|
h. Disclose component and the dollar amount of that component: |
|
|
|
|
|
1.h. |
|
1. Describe component |
|
TEXT4461 |
|
Click here for value |
|
1.h.1. |
|
2. Amount of component |
|
RIAD4461 |
|
240,333 |
|
1.h.2. |
|
i. Disclose component and the dollar amount of that component: |
|
|
|
|
|
1.i. |
|
1. Describe component |
|
TEXT4462 |
|
Click here for value |
|
1.i.1. |
|
2. Amount of component |
|
RIAD4462 |
|
139,887 |
|
1.i.2. |
|
j. Disclose component and the dollar amount of that component: |
|
|
|
|
|
1.j. |
|
1. Describe component |
|
TEXT4463 |
|
Click here for value |
|
1.j.1. |
|
2. Amount of component |
|
RIAD4463 |
|
53,271 |
|
1.j.2. |
|
2. Other noninterest expense (from Schedule RI, item 7.d) Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 7.d: |
|
|
|
|
|
2. |
|
a. Data processing expenses |
|
RIADC017 |
|
0 |
|
2.a. |
|
b. Advertising and marketing expenses |
|
RIAD0497 |
|
0 |
|
2.b. |
|
c. Directors fees |
|
RIAD4136 |
|
0 |
|
2.c. |
|
d. Printing, stationery, and supplies |
|
RIADC018 |
|
0 |
|
2.d. |
|
e. Postage |
|
RIAD8403 |
|
0 |
|
2.e. |
|
f. Legal fees and expenses |
|
RIAD4141 |
|
0 |
|
2.f. |
|
g. FDIC deposit insurance assessments |
|
RIAD4146 |
|
CONF |
|
2.g. |
|
h. Accounting and auditing expenses |
|
RIADF556 |
|
0 |
|
2.h. |
|
i. Consulting and advisory expenses |
|
RIADF557 |
|
0 |
|
2.i. |
|
j. Automated teller machine (ATM) and interchange expenses |
|
RIADF558 |
|
0 |
|
2.j. |
|
k. Telecommunications expenses |
|
RIADF559 |
|
0 |
|
2.k. |
|
l. Other real estate owned expenses |
|
RIADY923 |
|
0 |
|
2.l. |
|
m. Insurance expenses (not included in employee expenses, premises and fixed asset expenses, and other real estate owned expenses) |
|
RIADY924 |
|
0 |
|
2.m. |
|
n. Disclose component and the dollar amount of that component: |
|
|
|
|
|
2.n. |
|
1. Describe component |
|
TEXT4464 |
|
Click here for value |
|
2.n.1. |
|
2. Amount of component |
|
RIAD4464 |
|
1,178,339 |
|
2.n.2. |
|
o. Disclose component and the dollar amount of that component: |
|
|
|
|
|
2.o. |
|
1. Describe component |
|
TEXT4467 |
|
|
|
2.o.1. |
|
2. Amount of component |
|
RIAD4467 |
|
0 |
|
2.o.2. |
|
p. Disclose component and the dollar amount of that component: |
|
|
|
|
|
2.p. |
|
1. Describe component |
|
TEXT4468 |
|
|
|
2.p.1. |
|
2. Amount of component |
|
RIAD4468 |
|
0 |
|
2.p.2. |
|
3. Discontinued operations and applicable income tax effect (from Schedule RI, item 11) (itemize and describe each discontinued operation): |
|
|
|
|
|
3. |
|
a. Disclose component, the gross dollar amount of that component, and its related income tax: |
|
|
|
|
|
3.a. |
|
1. Describe component |
|
TEXTFT29 |
|
NR |
|
3.a.1. |
|
2. Amount of component |
|
RIADFT29 |
|
0 |
|
3.a.2. |
|
Dollar amounts in thousands |
|
|
|
|
|
|
|
3. Applicable income tax effect |
|
RIADFT30 |
|
0 |
|
3.a.3. |
|
b. Disclose component, the gross dollar amount of that component, and its related income tax: |
|
|
|
|
|
3.b. |
|
1. Describe component |
|
TEXTFT31 |
|
NR |
|
3.b.1. |
|
2. Amount of component |
|
RIADFT31 |
|
0 |
|
3.b.2. |
|
3. Applicable income tax effect |
|
RIADFT32 |
|
0 |
|
3.b.3. |
|
4. Cumulative effect of changes in accounting principles and corrections of material accounting errors (from Schedule RI-A, item 2) (itemize and describe all such effects): |
|
|
|
|
|
4. |
|
a. Effect of adoption of Current Expected Credit Losses Methodology - ASU 2016-13(1) |
|
RIADJJ26 |
|
NR |
|
4.a. |
|
b. Effect of adoption of lease accounting standard - ASC Topic 842 |
|
RIADKW17 |
|
27,376 |
|
4.b. |
|
c. Disclose component and the dollar amount of that component: |
|
|
|
|
|
4.c. |
|
1. Describe component |
|
TEXTB526 |
|
NR |
|
4.c.1. |
|
2. Amount of component |
|
RIADB526 |
|
0 |
|
4.c.2. |
|
d. Disclose component and the dollar amount of that component: |
|
|
|
|
|
4.d. |
|
1. Describe component |
|
TEXTB527 |
|
NR |
|
4.d.1. |
|
2. Amount of component |
|
RIADB527 |
|
0 |
|
4.d.2. |
|
5. Other transactions with stockholders (including a parent holding company) (from Schedule RI-A, item 11) (itemize and describe all such transactions): |
|
|
|
|
|
5. |
|
a. Disclose component and the dollar amount of that component: |
|
|
|
|
|
5.a. |
|
1. Describe component |
|
TEXT4498 |
|
Click here for value |
|
5.a.1. |
|
2. Amount of component |
|
RIAD4498 |
|
-2,399,394 |
|
5.a.2. |
|
b. Disclose component and the dollar amount of that component: |
|
|
|
|
|
5.b. |
|
1. Describe component |
|
TEXT4499 |
|
NR |
|
5.b.1. |
|
2. Amount of component |
|
RIAD4499 |
|
0 |
|
5.b.2. |
|
6. Adjustments to allowances for credit losses (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments):(3) |
|
|
|
|
|
6. |
|
a. Initial allowances for credit losses recognized upon the acquisition of purchased credit-deteriorated assets on or after the effective date of ASU 2016-13(1) |
|
RIADJJ27 |
|
NR |
|
6.a. |
|
b. Effect of adoption of current expected credit losses methodology on allowances for credit losses on loans and leases held for investment and held-to-maturity debt securities(1) |
|
RIADJJ28 |
|
NR |
|
6.b. |
|
c. Disclose component and the dollar amount of that component: |
|
|
|
|
|
6.c. |
|
1. Describe component |
|
TEXT4521 |
|
NR |
|
6.c.1. |
|
2. Amount of component |
|
RIAD4521 |
|
0 |
|
6.c.2. |
|
d. Disclose component and the dollar amount of that component: |
|
|
|
|
|
6.d. |
|
1. Describe component |
|
TEXT4522 |
|
NR |
|
6.d.1. |
|
2. Amount of component |
|
RIAD4522 |
|
0 |
|
6.d.2. |
|
7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): |
|
|
|
|
|
7. |
|
a. Comments? |
|
RIAD4769 |
|
No |
|
7.a. |
|
b. Other explanations |
|
TEXT4769 |
|
NR |
|
7.b. |
|
(TEXT4461) Income from Affiliates
(TEXT4462) Commitment facility line fees
(TEXT4463) Fee income on letters of credit
(TEXT4464) Operating expenses paid to Affiliates
(1) Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a and 6.b, if applicable.
(3) Institutions that have not adopted ASU 2016-13 should report the allowance for loan and lease losses in item 6, where applicable.
(1) Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a and 6.b, if applicable.
(1) Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a and 6.b, if applicable.
Schedule RC - Balance Sheet
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.
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Cash and balances due from depository institutions (from Schedule RC-A): |
|
|
|
|
|
1. |
|
a. Noninterest-bearing balances and currency and coin(1) |
|
RCFD0081 |
|
1,496,254 |
|
1.a. |
|
b.Interest-bearing balances(2) |
|
RCFD0071 |
|
11,128,603 |
|
1.b. |
|
2. Securities: |
|
|
|
|
|
2. |
|
a. Held-to-maturity securities (from Schedule RC-B, column A)(3) |
|
RCFDJJ34 |
|
13,347,517 |
|
2.a. |
|
b. Available-for-sale securities (from Schedule RC-B, column D) |
|
RCFD1773 |
|
41,415,539 |
|
2.b. |
|
c. Equity securities with readily determinable fair values not held for trading(4) |
|
RCFDJA22 |
|
140,382 |
|
2.c. |
|
3. Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
3. |
|
a. Federal funds sold in domestic offices |
|
RCONB987 |
|
0 |
|
3.a. |
|
b. Securities purchased under agreements to resell(5) |
|
RCFDB989 |
|
8,262,776 |
|
3.b. |
|
4. Loans and lease financing receivables (from Schedule RC-C): |
|
|
|
|
|
4. |
|
a. Loans and leases held for sale |
|
RCFD5369 |
|
476,870 |
|
4.a. |
|
b. Loans and leases held for investment |
|
RCFDB528 |
|
68,882,729 |
|
4.b. |
|
c. LESS: Allowance for loan and lease losses(7) |
|
RCFD3123 |
|
675,552 |
|
4.c. |
|
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) |
|
RCFDB529 |
|
68,207,177 |
|
4.d. |
|
5. Trading assets (from Schedule RC-D) |
|
RCFD3545 |
|
29,613,458 |
|
5. |
|
6. Premises and fixed assets (including capitalized leases) |
|
RCFD2145 |
|
886,294 |
|
6. |
|
7. Other real estate owned (from Schedule RC-M) |
|
RCFD2150 |
|
12,512 |
|
7. |
|
8. Investments in unconsolidated subsidiaries and associated companies |
|
RCFD2130 |
|
14,083 |
|
8. |
|
9. Direct and indirect investments in real estate ventures |
|
RCFD3656 |
|
1 |
|
9. |
|
10. Intangible assets (from Schedule RC-M) |
|
RCFD2143 |
|
1,260,983 |
|
10. |
|
11. Other assets (from Schedule RC-F)(6) |
|
RCFD2160 |
|
5,833,511 |
|
11. |
|
12. Total assets (sum of items 1 through 11) |
|
RCFD2170 |
|
182,095,960 |
|
12. |
|
13. Deposits: |
|
|
|
|
|
13. |
|
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) |
|
RCON2200 |
|
130,127,781 |
|
13.a. |
|
1. Noninterest-bearing(8) |
|
RCON6631 |
|
22,857,307 |
|
13.a.1. |
|
2. Interest-bearing |
|
RCON6636 |
|
107,270,474 |
|
13.a.2. |
|
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) |
|
RCFN2200 |
|
5,015,693 |
|
13.b. |
|
1. Noninterest-bearing |
|
RCFN6631 |
|
204,310 |
|
13.b.1. |
|
2. Interest-bearing |
|
RCFN6636 |
|
4,811,383 |
|
13.b.2. |
|
14. Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
|
14. |
|
a. Federal funds purchased in domestic offices(9) |
|
RCONB993 |
|
0 |
|
14.a. |
|
b. Securities sold under agreements to repurchase(10) |
|
RCFDB995 |
|
5,637,726 |
|
14.b. |
|
15. Trading liabilities (from Schedule RC-D) |
|
RCFD3548 |
|
4,051,116 |
|
15. |
|
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) |
|
RCFD3190 |
|
6,993,085 |
|
16. |
|
17. Not applicable |
|
|
|
|
|
17. |
|
18. Not applicable |
|
|
|
|
|
18. |
|
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Institutions that have adopted ASU 2016-13 should report in item 2.a, amounts net of any applicable allowance for credit losses, and should equal to Schedule RC-B, item 8, column A less Schedule RI-B, Part II, item 7, column B.
(4) Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.
(5) Includes all securities resale agreements, regardless of maturity.
(7) Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.
(6) Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.
(8) Includes noninterest-bearing demand, time, and savings deposits.
(9) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, Other borrowed money.
(10) Includes all securities repurchase agreements, regardless of maturity.
Dollar amounts in thousands |
|
|
|
|
|
|
|
19. Subordinated notes and debentures(1) |
|
RCFD3200 |
|
4,236,398 |
|
19. |
|
20. Other liabilities (from Schedule RC-G) |
|
RCFD2930 |
|
4,229,384 |
|
20. |
|
21. Total liabilities (sum of items 13 through 20) |
|
RCFD2948 |
|
160,291,183 |
|
21. |
|
22. Not applicable |
|
|
|
|
|
22. |
|
23. Perpetual preferred stock and related surplus |
|
RCFD3838 |
|
2,500,000 |
|
23. |
|
24. Common stock |
|
RCFD3230 |
|
2,002 |
|
24. |
|
25. Surplus (exclude all surplus related to preferred stock) |
|
RCFD3839 |
|
16,075,111 |
|
25. |
|
26. Not available |
|
|
|
|
|
26. |
|
a. Retained earnings |
|
RCFD3632 |
|
3,202,701 |
|
26.a. |
|
b. Accumulated other comprehensive income(2) |
|
RCFDB530 |
|
24,814 |
|
26.b. |
|
c. Other equity capital components(3) |
|
RCFDA130 |
|
0 |
|
26.c. |
|
27. Not available |
|
|
|
|
|
27. |
|
a. Total bank equity capital (sum of items 23 through 26.c) |
|
RCFD3210 |
|
21,804,628 |
|
27.a. |
|
b. Noncontrolling (minority) interests in consolidated subsidiaries |
|
RCFD3000 |
|
149 |
|
27.b. |
|
28. Total equity capital (sum of items 27.a and 27.b) |
|
RCFDG105 |
|
21,804,777 |
|
28. |
|
29. Total liabilities and equity capital (sum of items 21 and 28) |
|
RCFD3300 |
|
182,095,960 |
|
29. |
|
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 external auditors as of any date during 2018 |
|
RCFD6724 |
|
NR |
|
M.1. |
|
2. Banks fiscal year-end date (report the date in MMDD format) |
|
RCON8678 |
|
NR |
|
M.2. |
|
Schedule RC-A - Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
Dollar amounts in thousands |
|
(Column A) Consolidated Bank |
|
(Column B) Domestic Offices |
|
|
|
||||
1. Cash items in process of collection, unposted debits, and currency and coin |
|
RCFD0022 |
|
825,030 |
|
|
|
|
|
1. |
|
a. Cash items in process of collection and unposted debits |
|
|
|
|
|
RCON0020 |
|
463,167 |
|
1.a. |
|
b. Currency and coin |
|
|
|
|
|
RCON0080 |
|
361,862 |
|
1.b. |
|
2. Balances due from depository institutions in the U.S |
|
RCFD0082 |
|
126,674 |
|
RCON0082 |
|
126,674 |
|
2. |
|
3. Balances due from banks in foreign countries and foreign central banks |
|
RCFD0070 |
|
2,238,826 |
|
RCON0070 |
|
2,238,033 |
|
3. |
|
4. Balances due from Federal Reserve Banks |
|
RCFD0090 |
|
9,434,328 |
|
RCON0090 |
|
9,034,262 |
|
4. |
|
5. Total |
|
RCFD0010 |
|
12,624,858 |
|
RCON0010 |
|
12,223,998 |
|
5. |
|
(1) Includes limited-life preferred stock and related surplus.
(2) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments.
(3) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
Schedule RC-B - Securities
Exclude assets held for trading.
|
|
(Column A) |
|
(Column B) |
|
(Column C) |
|
(Column D) |
|
|
|
||||||||
|
|
Held-to-maturity |
|
Held-to-maturity Fair |
|
Available-for-sale |
|
Available-for-sale Fair |
|
|
|
||||||||
Dollar amounts in thousands |
|
Amortized Cost |
|
Value |
|
Amortized Cost |
|
Value |
|
|
|
||||||||
1. U.S. Treasury securities |
|
RCFD0211 |
|
0 |
|
RCFD0213 |
|
0 |
|
RCFD1286 |
|
19,425,847 |
|
RCFD1287 |
|
19,347,931 |
|
1. |
|
2. U.S. Government agency and sponsored agency obligations (exclude mortgage-backed securities)(1) |
|
RCFDHT50 |
|
0 |
|
RCFDHT51 |
|
0 |
|
RCFDHT52 |
|
2,875,397 |
|
RCFDHT53 |
|
2,894,504 |
|
2. |
|
3. Securities issued by states and political subdivisions in the U.S. |
|
RCFD8496 |
|
7,548 |
|
RCFD8497 |
|
8,096 |
|
RCFD8498 |
|
0 |
|
RCFD8499 |
|
0 |
|
3. |
|
4. Mortgage-backed securities (MBS): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
|
a. Residential mortgage pass-through securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.a. |
|
1. Guaranteed by GNMA |
|
RCFDG300 |
|
2,361,793 |
|
RCFDG301 |
|
2,382,464 |
|
RCFDG302 |
|
9,937,876 |
|
RCFDG303 |
|
9,934,903 |
|
4.a.1. |
|
2. Issued by FNMA and FHLMC |
|
RCFDG304 |
|
1,714,712 |
|
RCFDG305 |
|
1,735,843 |
|
RCFDG306 |
|
4,213,856 |
|
RCFDG307 |
|
4,296,901 |
|
4.a.2. |
|
3. Other pass-through securities |
|
RCFDG308 |
|
0 |
|
RCFDG309 |
|
0 |
|
RCFDG310 |
|
119 |
|
RCFDG311 |
|
119 |
|
4.a.3. |
|
b. Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.b. |
|
1. Issued or guaranteed by U.S. Government agencies or sponsored agencies(1) |
|
RCFDG312 |
|
7,741,725 |
|
RCFDG313 |
|
7,833,085 |
|
RCFDG314 |
|
1,050,286 |
|
RCFDG315 |
|
1,066,614 |
|
4.b.1. |
|
2. Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies(1) |
|
RCFDG316 |
|
0 |
|
RCFDG317 |
|
0 |
|
RCFDG318 |
|
0 |
|
RCFDG319 |
|
0 |
|
4.b.2. |
|
3. All other residential MBS |
|
RCFDG320 |
|
2,056 |
|
RCFDG321 |
|
2,217 |
|
RCFDG322 |
|
0 |
|
RCFDG323 |
|
0 |
|
4.b.3. |
|
c. Commercial MBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.c. |
|
1. Commercial mortgage pass-through securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.c.1. |
|
a. Issued or guaranteed by FNMA, FHLMC, or GNMA |
|
RCFDK142 |
|
0 |
|
RCFDK143 |
|
0 |
|
RCFDK144 |
|
0 |
|
RCFDK145 |
|
0 |
|
4.c.1.a. |
|
b. Other pass-through securities |
|
RCFDK146 |
|
0 |
|
RCFDK147 |
|
0 |
|
RCFDK148 |
|
0 |
|
RCFDK149 |
|
0 |
|
4.c.1.b. |
|
2. Other commercial MBS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.c.2. |
|
a. Issued or guaranteed by U.S. Government agencies or sponsored agencies(1) |
|
RCFDK150 |
|
1,519,682 |
|
RCFDK151 |
|
1,537,708 |
|
RCFDK152 |
|
271,236 |
|
RCFDK153 |
|
270,815 |
|
4.c.2.a. |
|
b. All other commercial MBS |
|
RCFDK154 |
|
0 |
|
RCFDK155 |
|
0 |
|
RCFDK156 |
|
0 |
|
RCFDK157 |
|
0 |
|
4.c.2.b. |
|
5. Asset-backed securities and structured financial products: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
a. Asset-backed securities (ABS) |
|
RCFDC026 |
|
0 |
|
RCFDC988 |
|
0 |
|
RCFDC989 |
|
146,159 |
|
RCFDC027 |
|
147,837 |
|
5.a. |
|
b. Structured financial products |
|
RCFDHT58 |
|
0 |
|
RCFDHT59 |
|
0 |
|
RCFDHT60 |
|
0 |
|
RCFDHT61 |
|
0 |
|
5.b. |
|
6. Other debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. |
|
a. Other domestic debt securities |
|
RCFD1737 |
|
0 |
|
RCFD1738 |
|
0 |
|
RCFD1739 |
|
0 |
|
RCFD1741 |
|
0 |
|
6.a. |
|
b. Other foreign debt securities |
|
RCFD1742 |
|
0 |
|
RCFD1743 |
|
0 |
|
RCFD1744 |
|
3,453,264 |
|
RCFD1746 |
|
3,455,915 |
|
6.b. |
|
7. Investments in mutual funds and other equity securities with readily determinable fair values(2) |
|
|
|
|
|
|
|
|
|
RCFDA510 |
|
|
|
RCFDA511 |
|
NR |
|
7. |
|
8.Total (sum of items 1 through (7)(4) |
|
RCFD1754 |
|
13,347,516 |
|
RCFD1771 |
|
13,499,413 |
|
RCFD1772 |
|
41,374,040 |
|
RCFD1773 |
|
41,415,539 |
|
8. |
|
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Pledged securities(1) |
|
RCFD0416 |
|
10,637,898 |
|
M.1. |
|
2. Maturity and repricing data for debt securities (excluding those in nonaccrual status): |
|
|
|
|
|
M.2. |
|
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: |
|
|
|
|
|
M.2.a. |
|
1. Three months or less |
|
RCFDA549 |
|
2,217,649 |
|
M.2.a.1. |
|
2. Over three months through 12 months |
|
RCFDA550 |
|
1,582,518 |
|
M.2.a.2. |
|
3. Over one year through three years. |
|
RCFDA551 |
|
5,925,912 |
|
M.2.a.3. |
|
4. Over three years through five years |
|
RCFDA552 |
|
3,972,813 |
|
M.2.a.4. |
|
5. Over five years through 15 years |
|
RCFDA553 |
|
8,440,791 |
|
M.2.a.5. |
|
6. Over 15 years |
|
RCFDA554 |
|
3,714,053 |
|
M.2.a.6. |
|
b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: |
|
|
|
|
|
M.2.b. |
|
1. Three months or less |
|
RCFDA555 |
|
1 |
|
M.2.b.1. |
|
2. Over three months through 12 months |
|
RCFDA556 |
|
31 |
|
M.2.b.2. |
|
3. Over one year through three years. |
|
RCFDA557 |
|
215,976 |
|
M.2.b.3. |
|
4. Over three years through five years |
|
RCFDA558 |
|
230,900 |
|
M.2.b.4. |
|
5. Over five years through 15 years |
|
RCFDA559 |
|
2,809,311 |
|
M.2.b.5. |
|
6. Over 15 years |
|
RCFDA560 |
|
15,052,208 |
|
M.2.b.6. |
|
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of:(6) |
|
|
|
|
|
M.2.c. |
|
1. Three years or less |
|
RCFDA561 |
|
4,679,476 |
|
M.2.c.1. |
|
2. Over three years |
|
RCFDA562 |
|
5,921,415 |
|
M.2.c.2. |
|
d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above) |
|
RCFDA248 |
|
3,800,199 |
|
M.2.d. |
|
|
|
|
|
|
|
|
|
Memorandum item 3 is to be completed semiannually in the June and December reports only. |
|
|
|
|
|
|
|
3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer). |
|
RCFD1778 |
|
NR |
|
M.3. |
|
4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6): |
|
|
|
|
|
M.4. |
|
a. Amortized cost |
|
RCFD8782 |
|
0 |
|
M.4.a. |
|
b. Fair value. |
|
RCFD8783 |
|
0 |
|
M.4.b. |
|
(1) Includes Small Business Administration Guaranteed Loan Pool Certificates; U.S. Maritime Administration obligations; Export-Import Bank participation certificates; and obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
(1) U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).
(1) U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).
(2) Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers bank stock in Schedule RC-F, item 4.
(4) For institutions that have adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a, plus Schedule RI-B, Part II, item 7, column B. For institutions that have not adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a. For all institutions, the total reported in column D must equal Schedule RC, item 2.b.
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
|
|
||||||||
Memorandum items 5.a through 5.f and 6.a through 6.g are to be completed by banks with $10 billion or more in total assets. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Asset-backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC-B, item 5.a):(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.5. |
|
a. Credit card receivables. |
|
RCFDB838 |
|
0 |
|
RCFDB839 |
|
0 |
|
RCFDB840 |
|
0 |
|
RCFDB841 |
|
0 |
|
M.5.a. |
|
b. Home equity lines |
|
RCFDB842 |
|
0 |
|
RCFDB843 |
|
0 |
|
RCFDB844 |
|
36,068 |
|
RCFDB845 |
|
33,230 |
|
M.5.b. |
|
c. Automobile loans |
|
RCFDB846 |
|
0 |
|
RCFDB847 |
|
0 |
|
RCFDB848 |
|
0 |
|
RCFDB849 |
|
0 |
|
M.5.c. |
|
d. Other consumer loans |
|
RCFDB850 |
|
0 |
|
RCFDB851 |
|
0 |
|
RCFDB852 |
|
0 |
|
RCFDB853 |
|
0 |
|
M.5.d. |
|
e. Commercial and industrial loans. |
|
RCFDB854 |
|
0 |
|
RCFDB855 |
|
0 |
|
RCFDB856 |
|
0 |
|
RCFDB857 |
|
0 |
|
M.5.e. |
|
f. Other |
|
RCFDB858 |
|
0 |
|
RCFDB859 |
|
0 |
|
RCFDB860 |
|
110,091 |
|
RCFDB861 |
|
114,607 |
|
M.5.f. |
|
6. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 6.a through 6.g must equal Schedule RC-B item 5.b): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.6. |
|
a. Trust preferred securities issued by financial institutions. |
|
RCFDG348 |
|
0 |
|
RCFDG349 |
|
0 |
|
RCFDG350 |
|
0 |
|
RCFDG351 |
|
0 |
|
M.6.a. |
|
b. Trust preferred securities issued by real estate investment trusts |
|
RCFDG352 |
|
0 |
|
RCFDG353 |
|
0 |
|
RCFDG354 |
|
0 |
|
RCFDG355 |
|
0 |
|
M.6.b. |
|
c. Corporate and similar loans |
|
RCFDG356 |
|
0 |
|
RCFDG357 |
|
0 |
|
RCFDG358 |
|
0 |
|
RCFDG359 |
|
0 |
|
M.6.c. |
|
d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs) |
|
RCFDG360 |
|
0 |
|
RCFDG361 |
|
0 |
|
RCFDG362 |
|
0 |
|
RCFDG363 |
|
0 |
|
M.6.d. |
|
e. 1-4 family residential MBS not issued or guaranteed by GSEs |
|
RCFDG364 |
|
0 |
|
RCFDG365 |
|
0 |
|
RCFDG366 |
|
0 |
|
RCFDG367 |
|
0 |
|
M.6.e. |
|
f. Diversified (mixed) pools of structured financial products. |
|
RCFDG368 |
|
0 |
|
RCFDG369 |
|
0 |
|
RCFDG370 |
|
0 |
|
RCFDG371 |
|
0 |
|
M.6.f. |
|
g. Other collateral or reference assets |
|
RCFDG372 |
|
0 |
|
RCFDG373 |
|
0 |
|
RCFDG374 |
|
0 |
|
RCFDG375 |
|
0 |
|
M.6.g. |
|
(1) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.
(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual Other mortgage-backed securities included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns A and D.
(1) The $10 billion asset size test is based on the total assets reported on the June 30, 2018, Report of Condition.
Schedule RC-C Part I - Loans and Leases
Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or fair value, (2) loans and leases held for investment, net of unearned income, and (3) loans and leases accounted for at fair value under a fair value option. Exclude assets held for trading and commercial paper.
Dollar amounts in thousands |
|
(Column A) Consolidated Bank |
|
(Column B) Domestic Offices |
|
|
||||
1. Loans secured by real estate(2) |
|
RCFD1410 |
|
NR |
|
|
|
|
|
1. |
a. Construction, land development, and other land loans: |
|
|
|
|
|
|
|
|
|
1.a. |
1. 1-4 family residential construction loans |
|
RCFDF158 |
|
0 |
|
RCONF158 |
|
0 |
|
1.a.1. |
2. Other construction loans and all land development and other land loans |
|
RCFDF159 |
|
1,803,353 |
|
RCONF159 |
|
1,803,353 |
|
1.a.2. |
b. Secured by farmland (including farm residential and other improvements) |
|
RCFD1420 |
|
0 |
|
RCON1420 |
|
0 |
|
1.b. |
c. Secured by 1-4 family residential properties: |
|
|
|
|
|
|
|
|
|
1.c. |
1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCFD1797 |
|
843,929 |
|
RCON1797 |
|
843,929 |
|
1.c.1. |
2. Closed-end loans secured by 1-4 family residential properties: |
|
|
|
|
|
|
|
|
|
1.c.2. |
a. Secured by first liens |
|
RCFD5367 |
|
17,647,236 |
|
RCON5367 |
|
17,647,236 |
|
1.c.2.a. |
b. Secured by junior liens |
|
RCFD5368 |
|
36,667 |
|
RCON5368 |
|
36,667 |
|
1.c.2.b. |
d. Secured by multifamily (5 or more) residential properties |
|
RCFD1460 |
|
3,293,461 |
|
RCON1460 |
|
3,293,461 |
|
1.d. |
e. Secured by nonfarm nonresidential properties: |
|
|
|
|
|
|
|
|
|
1.e. |
1. Loans secured by owner-occupied nonfarm nonresidential properties |
|
RCFDF160 |
|
778,702 |
|
RCONF160 |
|
778,702 |
|
1.e.1. |
2. Loans secured by other nonfarm nonresidential properties |
|
RCFDF161 |
|
6,112,935 |
|
RCONF161 |
|
6,112,935 |
|
1.e.2. |
2. Loans to depository institutions and acceptances of other banks: |
|
|
|
|
|
|
|
|
|
2. |
a. To commercial banks in the U.S |
|
|
|
|
|
RCONB531 |
|
41,714 |
|
2.a. |
1. To U.S. branches and agencies of foreign banks |
|
RCFDB532 |
|
40,171 |
|
|
|
|
|
2.a.1. |
2. To other commercial banks in the U.S |
|
RCFDB533 |
|
1,543 |
|
|
|
|
|
2.a.2. |
b. To other depository institutions in the U.S |
|
RCFDB534 |
|
0 |
|
RCONB534 |
|
0 |
|
2.b. |
c. To banks in foreign countries |
|
|
|
|
|
RCONB535 |
|
859,163 |
|
2.c. |
1. To foreign branches of other U.S. banks |
|
RCFDB536 |
|
0 |
|
|
|
|
|
2.c.1. |
2. To other banks in foreign countries |
|
RCFDB537 |
|
859,163 |
|
|
|
|
|
2.c.2. |
3. Loans to finance agricultural production and other loans to farmers |
|
RCFD1590 |
|
218,517 |
|
RCON1590 |
|
218,517 |
|
3. |
4. Commercial and industrial loans: |
|
|
|
|
|
|
|
|
|
4. |
a. To U.S. addressees (domicile) |
|
RCFD1763 |
|
22,825,512 |
|
RCON1763 |
|
22,823,533 |
|
4.a. |
b. To non-U.S. addressees (domicile) |
|
RCFD1764 |
|
4,755,646 |
|
RCON1764 |
|
4,585,441 |
|
4.b. |
5. Not applicable |
|
|
|
|
|
|
|
|
|
5. |
6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): |
|
|
|
|
|
|
|
|
|
6. |
a. Credit cards |
|
RCFDB538 |
|
1,307,725 |
|
RCONB538 |
|
1,307,725 |
|
6.a. |
b. Other revolving credit plans |
|
RCFDB539 |
|
73,664 |
|
RCONB539 |
|
73,664 |
|
6.b. |
c. Automobile loans |
|
RCFDK137 |
|
0 |
|
RCONK137 |
|
0 |
|
6.c. |
d. Other consumer loans (includes single payment and installment loans other than automobile loans, and all student loans) |
|
RCFDK207 |
|
153,688 |
|
RCONK207 |
|
126,568 |
|
6.d. |
7. Loans to foreign governments and official institutions (including foreign central banks) |
|
RCFD2081 |
|
51,354 |
|
RCON2081 |
|
51,354 |
|
7. |
8. Obligations (other than securities and leases) of states and political subdivisions in the U.S |
|
RCFD2107 |
|
0 |
|
RCON2107 |
|
0 |
|
8. |
9. Loans to nondepository financial institutions and other loans |
|
RCFD1563 |
|
8,556,334 |
|
|
|
|
|
9. |
a. Loans to nondepository financial institutions |
|
|
|
|
|
RCONJ454 |
|
8,243,900 |
|
9.a. |
b. Other loans: |
|
|
|
|
|
|
|
|
|
9.b. |
1. Loans for purchasing or carrying securities (secured and unsecured) |
|
|
|
|
|
RCON1545 |
|
5,568 |
|
9.b.1. |
2. All other loans (exclude consumer loans) |
|
|
|
|
|
RCONJ451 |
|
305,533 |
|
9.b.2. |
10. Lease financing receivables (net of unearned income) |
|
|
|
|
|
RCON2165 |
|
0 |
|
10. |
a. Leases to individuals for household, family, and other personal expenditures (i.e., consumer leases) |
|
RCFDF162 |
|
0 |
|
|
|
|
|
10.a. |
b. All other leases |
|
RCFDF163 |
|
0 |
|
|
|
|
|
10.b. |
11. LESS: Any unearned income on loans reflected in items 1-9 above |
|
RCFD2123 |
|
0 |
|
RCON2123 |
|
0 |
|
11. |
12. Total loans and leases held for investment and held for sale (item 12, column A must equal Schedule RC, sum of items 4.a and 4.b) |
|
RCFD2122 |
|
69,359,600 |
|
RCON2122 |
|
69,158,963 |
|
12. |
(2) When reporting Loans secured by real estate, large institutions and highly complex institutions, as defined for deposit insurance assessment purposes in FDIC regulations, should complete items 1.a.(1) through 1.e.(2) in columns A and B (but not item 1 in column A); all other institutions should complete item 1 in column A and items 1.a.(1) through 1.e.(2) in column B (but not items 1.a.(1) through 1.e.(2) in column A).
Dollar amounts in thousands |
|
|
|
|
|
|
1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC-C, part 1, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1): |
|
|
|
|
|
M.1. |
a. Construction, land development, and other land loans in domestic offices: |
|
|
|
|
|
M.1.a. |
1. 1-4 family residential construction loans |
|
RCONK158 |
|
0 |
|
M.1.a.1. |
2. Other construction loans and all land development and other land loans |
|
RCONK159 |
|
0 |
|
M.1.a.2. |
b. Loans secured by 1-4 family residential properties in domestic offices |
|
RCONF576 |
|
454,356 |
|
M.1.b. |
c. Secured by multifamily (5 or more) residential properties in domestic offices |
|
RCONK160 |
|
0 |
|
M.1.c. |
d. Secured by nonfarm nonresidential properties in domestic offices: |
|
|
|
|
|
M.1.d. |
1. Loans secured by owner-occupied nonfarm nonresidential properties |
|
RCONK161 |
|
0 |
|
M.1.d.1. |
2. Loans secured by other nonfarm nonresidential properties |
|
RCONK162 |
|
0 |
|
M.1.d.2. |
e. Commercial and industrial loans: |
|
|
|
|
|
M.1.e. |
1. To U.S. addressees (domicile |
|
RCFDK163 |
|
26,937 |
|
M.1.e.1. |
2. To non-U.S. addressees (domicile) |
|
RCFDK164 |
|
11,734 |
|
M.1.e.2. |
f. All other loans (include loans to individuals for household, family, and other personal expenditures) |
|
RCFDK165 |
|
3,425 |
|
M.1.f. |
Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a through 1.f): |
|
|
|
|
|
|
1. Loans secured by farmland in domestic offices |
|
RCONK166 |
|
0 |
|
M.1.f.1. |
2. Not applicable |
|
|
|
|
|
M.1.f.2. |
3. Loans to finance agricultural production and other loans to farmers |
|
RCFDK168 |
|
0 |
|
M.1.f.3. |
4. Loans to individuals for household, family, and other personal expenditures: |
|
|
|
|
|
M.1.f.4. |
a. Credit cards |
|
RCFDK098 |
|
0 |
|
M.1.f.4.a. |
b. Automobile loans |
|
RCFDK203 |
|
0 |
|
M.1.f.4.b. |
c. Other (includes revolving credit plans other than credit cards and other consumer loans) |
|
RCFDK204 |
|
0 |
|
M.1.f.4.c. |
g. Total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a.(1) through 1.f) |
|
RCFDHK25 |
|
496,452 |
|
M.1.g. |
2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): |
|
|
|
|
|
M.2. |
a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: |
|
|
|
|
|
M.2.a. |
1. Three months or less |
|
RCONA564 |
|
1,037,385 |
|
M.2.a.1. |
2. Over three months through 12 months |
|
RCONA565 |
|
3,348,397 |
|
M.2.a.2. |
3. Over one year through three years |
|
RCONA566 |
|
4,192,959 |
|
M.2.a.3. |
4. Over three years through five years |
|
RCONA567 |
|
3,095,284 |
|
M.2.a.4. |
5. Over five years through 15 years |
|
RCONA568 |
|
4,246,019 |
|
M.2.a.5. |
6. Over 15 years |
|
RCONA569 |
|
1,356,280 |
|
M.2.a.6. |
b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: |
|
|
|
|
|
M.2.b. |
1. Three months or less |
|
RCFDA570 |
|
47,895,606 |
|
M.2.b.1. |
2. Over three months through 12 months |
|
RCFDA571 |
|
1,963,875 |
|
M.2.b.2. |
3. Over one year through three years |
|
RCFDA572 |
|
628,591 |
|
M.2.b.3. |
4. Over three years through five years |
|
RCFDA573 |
|
591,670 |
|
M.2.b.4. |
5. Over five years through 15 years |
|
RCFDA574 |
|
289,959 |
|
M.2.b.5. |
6. Over 15 years |
|
RCFDA575 |
|
32,132 |
|
M.2.b.6. |
c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) |
|
RCFDA247 |
|
21,788,075 |
|
M.2.c. |
3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A(4) |
|
RCFD2746 |
|
330,782 |
|
M.3. |
4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B) |
|
RCON5370 |
|
6,977,711 |
|
M.4. |
5. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, Part I, item 1, column A, or Schedule RC-C, Part I, items 1.a.(1) through 1.e.(2), column A, as appropriate) |
|
RCFDB837 |
|
1,092,912 |
|
M.5. |
Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. |
|
|
|
|
|
|
6. Outstanding credit card fees and finance charges included in Schedule RC-C, part I, item 6.a, column A |
|
RCFDC391 |
|
0 |
|
M.6. |
(4) Exclude loans secured by real estate that are included in Schedule RC-C, Part I, item 1, column A.
Dollar amounts in thousands |
|
|
|
|
|
|
Memorandum items 7.a and 7.b are to be completed by all banks semiannually in the June and December reports only. |
|
|
|
|
|
|
7. Purchased credit-impaired loans held for investment accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (exclude loans held for sale):(5) |
|
|
|
|
|
M.7. |
a. Outstanding balance |
|
RCFDC779 |
|
NR |
|
M.7.a. |
b. Amount included in Schedule RC-C, part I, items 1 through 9 |
|
RCFDC780 |
|
NR |
|
M.7.b. |
Memorandum items 8.a, 8.b, and 8.c are to be completed semiannually in the June and December reports only. |
|
|
|
|
|
|
8. Closed-end loans with negative amortization features secured by 1-4 family residential properties in domestic offices: |
|
|
|
|
|
M.8. |
a. Total amount of closed-end loans with negative amortization features secured by 1-4 family residential properties (included in Schedule RC-C, part I, items 1.c.(2)(a) and 1.c.(2)(b)) |
|
RCONF230 |
|
NR |
|
M.8.a. |
Memorandum items 8.b and 8.c are to be completed semiannually in the June and December reports only by banks that had closed-end loans with negative amortization features secured by 14 family residential properties (as reported in Schedule RC-C, Part I, Memorandum item 8.a) as of December 31, 2018, that exceeded the lesser of $100 million or 5 percent of total loans and leases held for investment and held for sale in domestic offices (as reported in Schedule RC-C, Part I, item 12, column B). |
|
|
|
|
|
|
b. Total maximum remaining amount of negative amortization contractually permitted on closed-end loans secured by 1-4 family residential properties |
|
RCONF231 |
|
NR |
|
M.8.b. |
c. Total amount of negative amortization on closed-end loans secured by 1-4 family residential properties included in the amount reported in Memorandum item 8.a above |
|
RCONF232 |
|
NR |
|
M.8.c. |
(5) Memorandum item 7 is to be completed only by institutions that have not yet adopted ASU 2016-13.
Dollar amounts in thousands |
|
|
|
|
|
|
10. Not applicable |
|
|
|
|
|
M.10. |
11. Not applicable |
|
|
|
|
|
M.11. |
Dollar amounts in thousands |
|
(Column A) Fair value of
|
|
(Column B) Gross
|
|
(Column C) Best estimate
|
|
|
||||||
Memorandum items 12.a, 12.b, 12.c, and 12.d are to be completed semiannually in the June and December reports only. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. Loans (not subject to the requirements of FASB ASC 310-30 (former AICPA Statement of Position 03-3)) and leases held for investment that were acquired in business combinations with acquisition dates in the current calendar year:(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.12. |
a. Loans secured by real estate |
|
RCFDG091 |
|
NR |
|
RCFDG092 |
|
NR |
|
RCFDG093 |
|
NR |
|
M.12.a. |
b. Commercial and industrial loans |
|
RCFDG094 |
|
NR |
|
RCFDG095 |
|
NR |
|
RCFDG096 |
|
NR |
|
M.12.b. |
c. Loans to individuals for household, family, and other personal expenditures |
|
RCFDG097 |
|
NR |
|
RCFDG098 |
|
NR |
|
RCFDG099 |
|
NR |
|
M.12.c. |
d. All other loans and all leases |
|
RCFDG100 |
|
NR |
|
RCFDG101 |
|
NR |
|
RCFDG102 |
|
NR |
|
M.12.d. |
Dollar amounts in thousands |
|
|
|
|
|
|
Memoranda item 13 is to be completed by banks that had construction, land development, and other land loans in domestic offices (as reported in Schedule RC-C, Part I, item 1.a., column B) that exceeded 100 percent of total capital (as reported in Schedule RC-R, Part I, item 35.a) as of December 31, 2018. |
|
|
|
|
|
|
13. Construction, land development, and other land loans in domestic offices with interest reserves: |
|
|
|
|
|
M.13. |
a. Amount of loans that provide for the use of interest reserves (included in Schedule RC-C, part I, item 1.a, column B) |
|
RCONG376 |
|
0 |
|
M.13.a. |
b. Amount of interest capitalized from interest reserves on construction, land development, and other land loans that is included in interest and fee income on loans during the quarter (included in Schedule RI, item 1.a.(1)(a)(2)). |
|
RIADG377 |
|
0 |
|
M.13.b. |
Memorandum item 14 is to be completed by all banks. |
|
|
|
|
|
|
14. Pledged loans and leases |
|
RCFDG378 |
|
16,262,309 |
|
M.14. |
Memorandum item 15 is to be completed for the December report only. |
|
|
|
|
|
|
15. Reverse mortgages in domestic offices: |
|
|
|
|
|
M.15. |
a. Reverse mortgages outstanding that are held for investment (included in Schedule RC-C, item 1.c, above): |
|
|
|
|
|
M.15.a. |
1. Home Equity Conversion Mortgage (HECM) reverse mortgages |
|
RCONJ466 |
|
NR |
|
M.15.a.1. |
2. Proprietary reverse mortgages |
|
RCONJ467 |
|
NR |
|
M.15.a.2. |
b. Estimated number of reverse mortgage loan referrals to other lenders during the year from whom compensation has been received for services performed in connection with the origination of the reverse mortgages: |
|
|
|
|
|
M.15.b. |
1. Home Equity Conversion Mortgage (HECM) reverse mortgages |
|
RCONJ468 |
|
NR |
|
M.15.b.1. |
2. Proprietary reverse mortgages |
|
RCONJ469 |
|
NR |
|
M.15.b.2. |
c. Principal amount of reverse mortgage originations that have been sold during the year: |
|
|
|
|
|
M.15.c. |
1. Home Equity Conversion Mortgage (HECM) reverse mortgages |
|
RCONJ470 |
|
NR |
|
M.15.c.1. |
2. Proprietary reverse mortgages |
|
RCONJ471 |
|
NR |
|
M.15.c.2. |
(1) Institutions that have adopted ASU 2016-13 should report only loans held for investment not considered purchased credit-deteriorated in Memorandum item 12.
Schedule RC-C Part II - Loans to Small Businesses and Small Farms
Report the number and amount currently outstanding as of the report date of business loans with original amounts of $1,000,000 or less and farm loans with original amounts of $500,000 or less. The following guidelines should be used to determine the original amount of a loan:
(1) For loans drawn down under lines of credit or loan commitments, the original amount of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the original amount is the amount currently outstanding on the report date. (2) For loan participations and syndications, the original amount of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the original amount is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Not applicable |
|
|
|
|
|
1. |
2. Not applicable |
|
|
|
|
|
2. |
Dollar amounts in thousands |
|
(Column A) Number of Loans |
|
(Column B) Amount Currently
|
|
|
||||
3. Number and amount currently outstanding of Loans secured by nonfarm nonresidential properties in domestic offices reported in Schedule RC-C, part I, items 1.e.(1) and 1.e.(2), column B: |
|
|
|
|
|
|
|
|
|
3. |
a. With original amounts of $100,000 or less |
|
RCON5564 |
|
20 |
|
RCON5565 |
|
428 |
|
3.a. |
b. With original amounts of more than $100,000 through $250,000 |
|
RCON5566 |
|
26 |
|
RCON5567 |
|
2,803 |
|
3.b. |
c. With original amounts of more than $250,000 through $1,000,000 |
|
RCON5568 |
|
106 |
|
RCON5569 |
|
33,587 |
|
3.c. |
4. Number and amount currently outstanding of Commercial and industrial loans to U.S. addressees in domestic offices reported in Schedule RC-C, part I, item 4.a, column B: |
|
|
|
|
|
|
|
|
|
4. |
a. With original amounts of $100,000 or less |
|
RCON5570 |
|
1982 |
|
RCON5571 |
|
80,083 |
|
4.a. |
b. With original amounts of more than $100,000 through $250,000 |
|
RCON5572 |
|
551 |
|
RCON5573 |
|
60,509 |
|
4.b. |
c. With original amounts of more than $250,000 through $1,000,000 |
|
RCON5574 |
|
593 |
|
RCON5575 |
|
169,655 |
|
4.c. |
Dollar amounts in thousands |
|
|
|
|
|
|
5. Not applicable |
|
|
|
|
|
5. |
6. Not applicable |
|
|
|
|
|
6. |
Dollar amounts in thousands |
|
(Column A) Number of Loans |
|
(Column B) Amount Currently
|
|
|
||||
7. Number and amount currently outstanding of Loans secured by farmland (including farm residential and other improvements) in domestic offices reported in Schedule RC-C, part I, item 1.b, column B: |
|
|
|
|
|
|
|
|
|
7. |
a. With original amounts of $100,000 or less |
|
RCON5578 |
|
0 |
|
RCON5579 |
|
0 |
|
7.a. |
b. With original amounts of more than $100,000 through $250,000 |
|
RCON5580 |
|
0 |
|
RCON5581 |
|
0 |
|
7.b. |
c. With original amounts of more than $250,000 through $500,000 |
|
RCON5582 |
|
0 |
|
RCON5583 |
|
0 |
|
7.c. |
8. Number and amount currently outstanding of Loans to finance agricultural production and other loans to farmers in domestic offices reported in Schedule RC-C, part I, item 3, column B: |
|
|
|
|
|
|
|
|
|
8. |
a. With original amounts of $100,000 or less |
|
RCON5584 |
|
1 |
|
RCON5585 |
|
50 |
|
8.a. |
b. With original amounts of more than $100,000 through $250,000 |
|
RCON5586 |
|
0 |
|
RCON5587 |
|
0 |
|
8.b. |
c. With original amounts of more than $250,000 through $500,000 |
|
RCON5588 |
|
1 |
|
RCON5589 |
|
450 |
|
8.c. |
Schedule RC-D - Trading Assets and Liabilities
Schedule RC-D is to be completed by banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters, and all banks meeting the FDICs definition of a large or highly complex institution for deposit insurance assessment purposes.
Dollar amounts in thousands |
|
Consolidated Bank |
|
|
||
1. U.S. Treasury securities |
|
RCFD3531 |
|
7,470,610 |
|
1. |
2. U.S. Government agency obligations (exclude mortgage-backed securities) |
|
RCFD3532 |
|
0 |
|
2. |
3. Securities issued by states and political subdivisions in the U.S |
|
RCFD3533 |
|
0 |
|
3. |
4. Mortgage-backed securities (MBS): |
|
|
|
|
|
4. |
a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA |
|
RCFDG379 |
|
143,164 |
|
4.a. |
b. Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (include CMOs, REMICs, and stripped MBS)(1) |
|
RCFDG380 |
|
0 |
|
4.b. |
c. All other residential MBS |
|
RCFDG381 |
|
16,720 |
|
4.c. |
d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies(1) |
|
RCFDK197 |
|
0 |
|
4.d. |
e. All other commercial MBS |
|
RCFDK198 |
|
0 |
|
4.e. |
5. Other debt securities: |
|
|
|
|
|
5. |
a. Structured financial products |
|
RCFDHT62 |
|
84,207 |
|
5.a. |
b. All other debt securities |
|
RCFDG386 |
|
13,626,998 |
|
5.b. |
6. Loans: |
|
|
|
|
|
6. |
a. Loans secured by real estate |
|
|
|
|
|
6.a. |
1. Loans secured by 1-4 family residential properties |
|
RCFDHT63 |
|
0 |
|
6.a.1. |
2. All other loans secured by real estate |
|
RCFDHT64 |
|
0 |
|
6.a.2. |
b. Commercial and industrial loans |
|
RCFDF614 |
|
63,403 |
|
6.b. |
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
|
RCFDHT65 |
|
0 |
|
6.c. |
d. Other loans |
|
RCFDF618 |
|
0 |
|
6.d. |
7. Not appliable |
|
|
|
|
|
7. |
8. Not applicable |
|
|
|
|
|
8. |
9. Other trading assets |
|
RCFD3541 |
|
5,286,713 |
|
9. |
10. Not applicable |
|
|
|
|
|
10. |
11. Derivatives with a positive fair value |
|
RCFD3543 |
|
2,921,643 |
|
11. |
12. Total trading assets (sum of items 1 through 11) (total of column A must equal Schedule RC, item 5) |
|
RCFD3545 |
|
29,613,458 |
|
12. |
13. Not available |
|
|
|
|
|
13. |
a. Liability for short positions |
|
RCFD3546 |
|
949,860 |
|
13.a. |
b. Other trading liabilities |
|
RCFDF624 |
|
958,460 |
|
13.b. |
14. Derivatives with a negative fair value |
|
RCFD3547 |
|
2,142,796 |
|
14. |
15. Total trading liabilities (sum of items 13.a through 14) (total of column A must equal Schedule RC, item 15) |
|
RCFD3548 |
|
4,051,116 |
|
15. |
1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-D, items 6.a through 6.d): |
|
|
|
|
|
M.1. |
a. Loans secured by real estate |
|
|
|
|
|
M.1.a. |
1. Loans secured by 1-4 family residential properties |
|
RCFDHT66 |
|
0 |
|
M.1.a.1. |
2. All other loans secured by real estate |
|
RCFDHT67 |
|
0 |
|
M.1.a.2. |
b. Commercial and industrial loans |
|
RCFDF632 |
|
74,111 |
|
M.1.b. |
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
|
RCFDHT68 |
|
0 |
|
M.1.c. |
d. Other loans |
|
RCFDF636 |
|
0 |
|
M.1.d. |
Memorandum items 2 through 10 are to be completed by banks with $10 billion or more in total trading assets. |
|
|
|
|
|
|
2. Loans measured at fair value that are past due 90 days or more:(1) |
|
|
|
|
|
M.2. |
a. Fair value |
|
RCFDF639 |
|
0 |
|
M.2.a. |
b. Unpaid principal balance |
|
RCFDF640 |
|
0 |
|
M.2.b. |
(1) U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).
(1) The $10 billion trading asset-size test is based on total trading assets reported on the June 30, 2018, Report of Condition.
Dollar amounts in thousands |
|
Consolidated Bank |
|
|
||
Memorandum items 3 through 10 are to be completed by banks with $10 billion or more in total trading assets. |
|
|
|
|
|
|
3. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 3.a through 3.g must equal Schedule RC-D, sum of items 5.a.(1) through (3)): |
|
|
|
|
|
M.3. |
a. Trust preferred securities issued by financial institutions |
|
RCFDG299 |
|
52,957 |
|
M.3.a. |
b. Trust preferred securities issued by real estate investment trusts |
|
RCFDG332 |
|
31,250 |
|
M.3.b. |
c. Corporate and similar loans |
|
RCFDG333 |
|
0 |
|
M.3.c. |
d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs) |
|
RCFDG334 |
|
0 |
|
M.3.d. |
e. 1-4 family residential MBS not issued or guaranteed by GSEs |
|
RCFDG335 |
|
0 |
|
M.3.e. |
f. Diversified (mixed) pools of structured financial products |
|
RCFDG651 |
|
0 |
|
M.3.f. |
g. Other collateral or reference assets |
|
RCFDG652 |
|
0 |
|
M.3.g. |
4. Pledged trading assets: |
|
|
|
|
|
M.4. |
a. Pledged securities |
|
RCFDG387 |
|
4,801,470 |
|
M.4.a. |
b. Pledged loans |
|
RCFDG388 |
|
0 |
|
M.4.b. |
Dollar amounts in thousands |
|
|
|
|
|
|
5. Asset-backed securities: |
|
|
|
|
|
M.5. |
a. Credit card receivables |
|
RCFDF643 |
|
0 |
|
M.5.a. |
b. Home equity lines |
|
RCFDF644 |
|
0 |
|
M.5.b. |
c. Automobile loans |
|
RCFDF645 |
|
0 |
|
M.5.c. |
d. Other consumer loans |
|
RCFDF646 |
|
85,614 |
|
M.5.d. |
e. Commercial and industrial loans |
|
RCFDF647 |
|
0 |
|
M.5.e. |
f. Other |
|
RCFDF648 |
|
0 |
|
M.5.f. |
6. Retained beneficial interests in securitizations (first-loss or equity tranches) |
|
|
|
|
|
M.6. |
7. Equity securities (included in Schedule RC-D, item 9, above): |
|
|
|
|
|
M.7. |
a. Readily determinable fair values |
|
RCFDF652 |
|
2,076,476 |
|
M.7.a. |
b. Other |
|
RCFDF653 |
|
0 |
|
M.7.b. |
8. Loans pending securitization |
|
RCFDF654 |
|
0 |
|
M.8. |
9. Other trading assets (itemize and describe amounts included in Schedule RC-D, item 9, that are greater than $1,000,000 and exceed 25% of the item):(1) |
|
|
|
|
|
M.9. |
a. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.9.a. |
1. Describe component |
|
TEXTF655 |
|
Click here for value |
|
M.9.a.1. |
2. Amount of component |
|
RCFDF655 |
|
3,210,237 |
|
M.9.a.2. |
b. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.9.b. |
(TEXTF656) |
|
RCFDF656 |
|
0 |
|
M.9.b.1. |
c. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.9.c. |
(TEXTF657) |
|
RCFDF657 |
|
0 |
|
M.9.c.1. |
10. Other trading liabilities (itemize and describe amounts included in Schedule RC-D, item 13.b, that are greater than $1,000,000 and exceed 25% of the item): |
|
|
|
|
|
M.10. |
a. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.10.a. |
1. Describe component |
|
TEXTF658 |
|
Click here for value |
|
M.10.a.1. |
2. Amount of component |
|
RCFDF658 |
|
958,460 |
|
M.10.a.2. |
b. Disclose component and the dollar amount of that component: |
|
RCFDF659 |
|
0 |
|
M.10.b. |
(TEXTF659) |
|
|
|
|
|
M.10.b.1. |
c. Disclose component and the dollar amount of that component: |
|
RCFDF660 |
|
0 |
|
M.10.c. |
(TEXTF660) |
|
|
|
|
|
M.10.c.1. |
(TEXTF655) Precious Metals Inventory
(TEXTF658) Precious Metal Payable
(1) Exclude equity securities.
Schedule RC-E Part I - Deposits in Domestic Offices
Dollar amounts in thousands |
|
(Column A) Transaction
|
|
(Column B) Transaction
|
|
(Column C)
|
|
||||||
Deposits of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Individuals, partnerships, and corporations (include all certified and official checks) |
|
RCONB549 |
|
24,965,644 |
|
|
|
|
|
RCONB550 |
|
95,060,297 |
1. |
2. U.S. Government |
|
RCON2202 |
|
267 |
|
|
|
|
|
RCON2520 |
|
0 |
2. |
3. States and political subdivisions in the U.S. |
|
RCON2203 |
|
2,126 |
|
|
|
|
|
RCON2530 |
|
516,045 |
3. |
4. Commercial banks and other depository institutions in the U.S. |
|
RCONB551 |
|
316,194 |
|
|
|
|
|
RCONB552 |
|
115,982 |
4. |
5. Banks in foreign countries |
|
RCON2213 |
|
5,028,932 |
|
|
|
|
|
RCON2236 |
|
1,646,913 |
5. |
6. Foreign governments and official institutions (including foreign central banks) |
|
RCON2216 |
|
175,371 |
|
|
|
|
|
RCON2377 |
|
2,300,010 |
6. |
7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a) |
|
RCON2215 |
|
30,488,534 |
|
RCON2210 |
|
18,832,046 |
|
RCON2385 |
|
99,639,247 |
7. |
Dollar amounts in thousands |
|
|
|
|
|
1. Selected components of total deposits (i.e., sum of item 7, columns A and C): |
|
|
|
|
M.1. |
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts |
|
RCON6835 |
|
0 |
M.1.a. |
b. Total brokered deposits |
|
RCON2365 |
|
22,455,414 |
M.1.b. |
c. Brokered deposits of $250,000 or less (fully insured brokered deposits)(2) |
|
RCONHK05 |
|
16,032,802 |
M.1.c. |
d. Maturity data for brokered deposits: |
|
|
|
|
M.1.d. |
1. Brokered deposits of $250,000 or less with a remaining maturity of one year or less (included in Memorandum item 1.c above) |
|
RCONHK06 |
|
8,621,898 |
M.1.d.1. |
2. Not applicable |
|
|
|
|
M.1.d.2. |
3. Brokered deposits of more than $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.b above) |
|
RCONK220 |
|
6,360,437 |
M.1.d.3. |
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) (to be completed for the December report only). |
|
RCON5590 |
|
NR |
M.1.e. |
f. Estimated amount of deposits obtained through the use of deposit listing services that are not brokered deposits |
|
RCONK223 |
|
0 |
M.1.f. |
g. Total reciprocal deposits (as of the report date) |
|
RCONJH83 |
|
0 |
M.1.g. |
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above): |
|
|
|
|
M.2. |
a. Savings deposits: |
|
|
|
|
M.2.a. |
1. Money market deposit accounts (MMDAs) |
|
RCON6810 |
|
16,779,268 |
M.2.a.1. |
2. Other savings deposits (excludes MMDAs) |
|
RCON0352 |
|
44,501,506 |
M.2.a.2. |
b. Total time deposits of less than $100,000 |
|
RCON6648 |
|
8,744,100 |
M.2.b. |
c. Total time deposits of $100,000 through $250,000 |
|
RCONJ473 |
|
654,785 |
M.2.c. |
d. Total time deposits of more than $250,000 |
|
RCONJ474 |
|
28,959,588 |
M.2.d. |
e. Individual Retirement Accounts (IRAs) and Keogh Plan accounts of $100,000 or more included in Memorandum items 2.c and 2.d above |
|
RCONF233 |
|
0 |
M.2.e. |
3. Maturity and repricing data for time deposits of $250,000 or less: |
|
|
|
|
M.3. |
a. Time deposits of $250,000 or less with a remaining maturity or next repricing date of: |
|
|
|
|
M.3.a. |
1. Three months or less |
|
RCONHK07 |
|
880,553 |
M.3.a.1. |
2. Over three months through 12 months |
|
RCONHK08 |
|
975,276 |
M.3.a.2. |
3. Over one year through three years |
|
RCONHK09 |
|
2,614,614 |
M.3.a.3. |
4. Over three years |
|
RCONHK10 |
|
4,928,442 |
M.3.a.4. |
b. Time deposits of $250,000 or less with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above)(3) |
|
RCONHK11 |
|
1,855,828 |
M.3.b. |
4. Maturity and repricing data for time deposits of more than $250,000: |
|
|
|
|
M.4. |
a. Time deposits of more than $250,000 with a remaining maturity or next repricing date of: |
|
|
|
|
M.4.a. |
1. Three months or less |
|
RCONHK12 |
|
17,564,438 |
M.4.a.1. |
2. Over three months through 12 months |
|
RCONHK13 |
|
10,482,385 |
M.4.a.2. |
3. Over one year through three years |
|
RCONHK14 |
|
143,057 |
M.4.a.3. |
4. Over three years |
|
RCONHK15 |
|
769,708 |
M.4.a.4. |
b. Time deposits of more than $250,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above)(3) |
|
RCONK222 |
|
28,046,823 |
M.4.b. |
5. Does your institution offer one or more consumer deposit account products, i.e., transaction account or nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use? |
|
RCONP752 |
|
Yes |
M.5. |
Memorandum items 6 and 7 are to be completed by institutions with $1 billion or more in total assets that answered Yes to Memorandum item 5 above. |
|
|
|
|
|
6. Components of total transaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 6.a and 6.b must be less than or equal to item 1, column A, above):(5) |
|
|
|
|
M.6. |
a. Total deposits in those noninterest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use |
|
RCONP753 |
|
182,085 |
M.6.a. |
b. Total deposits in those interest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use |
|
RCONP754 |
|
6,199,795 |
M.6.b. |
7. Components of total nontransaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1), 7.a.(2), 7.b.(1), and 7.b.(2) plus all time deposits of individuals, partnerships, and corporations must equal item 1, column C, above): |
|
|
|
|
M.7. |
(2) The dollar amount used as the basis for reporting in Memorandum item 1.c reflects the deposit insurance limit in effect on the report date.
(3) Report both fixed- and floating-rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year.
(5) The $1 billion asset size test is based on the total assets reported on the June 30, 2018, Report of Condition.
Dollar amounts in thousands |
|
|
|
|
|
a. Money market deposit accounts (MMDAs) of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1) and 7.a.(2) must be less than or equal to Memorandum item 2.a.(1) above): |
|
|
|
|
M.7.a. |
1. Total deposits in those MMDA deposit products intended primarily for individuals for personal, household, or family use |
|
RCONP756 |
|
2,394,046 |
M.7.a.1. |
2. Deposits in all other MMDAs of individuals, partnerships, and corporations |
|
RCONP757 |
|
13,305,374 |
M.7.a.2. |
b. Other savings deposit accounts of individuals, partnerships, and corporations (sum of Memorandum items 7.b.(1) and 7.b.(2) must be less than or equal to Memorandum item 2.a.(2) above): |
|
|
|
|
M.7.b. |
1. Total deposits in those other savings deposit account deposit products intended primarily for individuals for personal, household, or family use |
|
RCONP758 |
|
32,864,800 |
M.7.b.1. |
2. Deposits in all other savings deposit accounts of individuals, partnerships, and corporations |
|
RCONP759 |
|
10,959,067 |
M.7.b.2. |
Schedule RC-E Part II - Deposits in Foreign Offices including Edge and Agreement subsidiaries and IBFs
Schedule RC-F - Other Assets
Dollar amounts in thousands |
|
|
|
|
|
1. Accrued interest receivable(2) |
|
RCFDB556 |
|
432,822 |
1. |
2. Net deferred tax assets(3) |
|
RCFD2148 |
|
1,278,354 |
2. |
3. Interest-only strips receivable (not in the form of a security)(4) |
|
RCFDHT80 |
|
0 |
3. |
4. Equity investments without readily determinable fair values(5) |
|
RCFD1752 |
|
817,564 |
4. |
5. Life insurance assets: |
|
|
|
|
5. |
a. General account life insurance assets |
|
RCFDK201 |
|
6,547 |
5.a. |
b. Separate account life insurance assets |
|
RCFDK202 |
|
223,763 |
5.b. |
c. Hybrid account life insurance assets |
|
RCFDK270 |
|
0 |
5.c. |
6. All other assets (itemize and describe amounts greater than $100,000 that exceed 25% of this item) |
|
RCFD2168 |
|
3,074,461 |
6. |
a. Prepaid expenses |
|
RCFD2166 |
|
0 |
6.a. |
b. Repossessed personal property (including vehicles) |
|
RCFD1578 |
|
0 |
6.b. |
c. Derivatives with a positive fair value held for purposes other than trading |
|
RCFDC010 |
|
0 |
6.c. |
d. FDIC loss-sharing indemnification assets |
|
RCFDJ448 |
|
0 |
6.d. |
e. Computer software |
|
RCFDFT33 |
|
0 |
6.e. |
f. Accounts receivable |
|
RCFDFT34 |
|
0 |
6.f. |
g. Receivables from foreclosed government-guaranteed mortgage loans |
|
RCFDFT35 |
|
0 |
6.g. |
h. Disclose component and the dollar amount of that component: |
|
|
|
|
6.h. |
1. Describe component |
|
TEXT3549 |
|
Click here for value |
6.h.1. |
2. Amount of component |
|
RCFD3549 |
|
778,111 |
6.h.2. |
i. Disclose component and the dollar amount of that component: |
|
|
|
|
6.i. |
1. Describe component |
|
TEXT3550 |
|
|
6.i.1. |
2. Amount of component |
|
RCFD3550 |
|
0 |
6.i.2. |
j. Disclose component and the dollar amount of that component: |
|
|
|
|
6.j. |
1. Describe component |
|
TEXT3551 |
|
|
6.j.1. |
2. Amount of component |
|
RCFD3551 |
|
0 |
6.j.2. |
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11) |
|
RCFD2160 |
|
5,833,511 |
7. |
(TEXT3549) Miscellaneous assets
(2) Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. Exclude accrued interest receivables on financial assets that are reported elsewhere on the balance sheet.
(3) See discussion of deferred income taxes in Glossary entry on income taxes.
(4) Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate.
(5) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers bank stock.
Schedule RC-G - Other Liabilities
Dollar amounts in thousands |
|
|
|
|
|
|
1. Not available |
|
|
|
|
|
1. |
a. Interest accrued and unpaid on deposits in domestic offices(6) |
|
RCON3645 |
|
147,056 |
|
1.a. |
b. Other expenses accrued and unpaid (includes accrued income taxes payable) |
|
RCFD3646 |
|
854,121 |
|
1.b. |
2. Net deferred tax liabilities(2) |
|
RCFD3049 |
|
0 |
|
2. |
3. Allowance for credit losses on off-balance sheet credit exposures(7) |
|
RCFDB557 |
|
89,292 |
|
3. |
4. All other liabilities (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item) |
|
RCFD2938 |
|
3,138,915 |
|
4. |
a. Accounts payable |
|
RCFD3066 |
|
0 |
|
4.a. |
b. Deferred compensation liabilities |
|
RCFDC011 |
|
0 |
|
4.b. |
c. Dividends declared but not yet payable |
|
RCFD2932 |
|
0 |
|
4.c. |
d. Derivatives with a negative fair value held for purposes other than trading |
|
RCFDC012 |
|
0 |
|
4.d. |
e. Disclose component and the dollar amount of that component: |
|
|
|
|
|
4.e. |
1. Describe component |
|
TEXT3552 |
|
Click here for value |
|
4.e.1. |
2. Amount of component |
|
RCFD3552 |
|
1,155,819 |
|
4.e.2. |
f. Disclose component and the dollar amount of that component: |
|
|
|
|
|
4.f. |
1. Describe component |
|
TEXT3553 |
|
Click here for value |
|
4.f.1. |
2. Amount of component |
|
RCFD3553 |
|
790,084 |
|
4.f.2. |
g. Disclose component and the dollar amount of that component: |
|
|
|
|
|
4.g. |
1. Describe component |
|
TEXT3554 |
|
|
|
4.g.1. |
2. Amount of component |
|
RCFD3554 |
|
0 |
|
4.g.2. |
5. Total |
|
RCFD2930 |
|
4,229,384 |
|
5. |
(TEXT3552) Settlement account
(TEXT3553) Oblgns under Fin lease-Fut MLP
(6) For savings banks, include dividends accrued and unpaid on deposits.
(2) See discussion of deferred income taxes in Glossary entry on income taxes.
(7) Institutions that have adopted ASU 2016-13 should report in Schedule RC-G, item 3 the allowance for credit losses on those off-balance sheet credit exposures that are not unconditionally cancelable.
Schedule RC-H - Selected Balance Sheet Items for Domestic Offices
To be completed only by banks with foreign offices.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Not applicable |
|
|
|
|
|
1. |
2. Not applicable |
|
|
|
|
|
2. |
3. Securities purchased under agreements to resell |
|
RCONB989 |
|
8,262,776 |
|
3. |
4. Securities sold under agreements to repurchase |
|
RCONB995 |
|
5,637,726 |
|
4. |
5. Other borrowed money |
|
RCON3190 |
|
6,993,085 |
|
5. |
EITHER |
|
|
|
|
|
|
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
RCON2163 |
|
0 |
|
6. |
OR |
|
|
|
|
|
|
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
RCON2941 |
|
3,490,432 |
|
7. |
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) |
|
RCON2192 |
|
180,556,651 |
|
8. |
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs) |
|
RCON3129 |
|
155,261,442 |
|
9. |
Dollar amounts in thousands |
|
(Column A) Amortized Cost of
|
|
(Column B) Fair Value of
|
|
|
||||
10. U.S. Treasury securities |
|
RCON0211 |
|
0 |
|
RCON1287 |
|
19,347,931 |
|
10. |
11. U.S. Government agency obligations (exclude mortgage-backed securities) |
|
RCON8492 |
|
0 |
|
RCON8495 |
|
2,894,504 |
|
11. |
12. Securities issued by states and political subdivisions in the U.S |
|
RCON8496 |
|
7,548 |
|
RCON8499 |
|
0 |
|
12. |
13. Mortgage-backed securities (MBS): |
|
|
|
|
|
|
|
|
|
13. |
a. Mortgage pass-through securities: |
|
|
|
|
|
|
|
|
|
13.a. |
1. Issued or guaranteed by FNMA, FHLMC, or GNMA |
|
RCONG389 |
|
4,074,600 |
|
RCONG390 |
|
14,231,457 |
|
13.a.1. |
2. Other mortgage pass-through securities |
|
RCON1709 |
|
0 |
|
RCON1713 |
|
119 |
|
13.a.2. |
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): |
|
|
|
|
|
|
|
|
|
13.b. |
1. Issued or guaranteed by U.S. Government agencies or sponsored agencies(1) |
|
RCONG393 |
|
8,347,996 |
|
RCONG394 |
|
1,334,106 |
|
13.b.1. |
2. All other mortgage-backed securities |
|
RCON1733 |
|
2,056 |
|
RCON1736 |
|
0 |
|
13.b.2. |
14. Other domestic debt securities (include domestic structured financial products and domestic asset-backed securities) |
|
RCONG397 |
|
0 |
|
RCONG398 |
|
147,837 |
|
14. |
15. Other foreign debt securities (include foreign structured financial products and foreign asset-backed securities) |
|
RCONG399 |
|
0 |
|
RCONG400 |
|
3,455,915 |
|
15. |
16. Investments in mutual funds and other equity securities with readily determinable fair values(2) |
|
|
|
|
|
RCONA511 |
|
0 |
|
16. |
17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16) |
|
RCON1754 |
|
12,432,200 |
|
RCON1773 |
|
41,411,869 |
|
17. |
Dollar amounts in thousands |
|
|
|
|
|
|
18. Equity investments not held for trading: |
|
|
|
|
|
18. |
a. Equity securities with readily determinable fair values(3) |
|
RCONJA22 |
|
140,382 |
|
18.a. |
b. Equity investments without readily determinable fair values |
|
RCON1752 |
|
817,564 |
|
18.b. |
Items 19, 20 and 21 are to be completed by banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters and all banks meeting the FDICs definition of a large or highly complex institution for deposit insurance assessment purposes. |
|
|
|
|
|
19. |
19. Total trading assets |
|
RCON3545 |
|
29,613,224 |
|
|
20. Total trading liabilities |
|
RCON3548 |
|
4,051,117 |
|
20. |
21. Total loans held for trading |
|
RCONHT71 |
|
63,403 |
|
21. |
Item 22 is to be completed by banks that: (1) have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or (2) are required to complete Schedule RC-D, Trading Assets and Liabilities. |
|
|
|
|
|
|
22. Total amount of fair value option loans held for investment and held for sale |
|
RCONJF75 |
|
325,889 |
|
22. |
(1) U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).
(2) Item 16 is to be completed only by institutions that have not adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01.
(3) Item 18.a is to be completed only by institutions that have adopted ASU 2016-01. See the instructions for further detail on ASU 2016-01.
Schedule RC-I - Assets and Liabilities of IBFs
To be completed only by banks with IBFs and other foreign offices.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) |
|
RCFN2133 |
|
124,518 |
|
1. |
2. Total IBF liabilities (component of Schedule RC, item 21) |
|
RCFN2898 |
|
4,633,923 |
|
2. |
Schedule RC-K - Quarterly Averages
Dollar amounts in thousands |
|
|
|
|
|
|
1. Interest-bearing balances due from depository institutions |
|
RCFD3381 |
|
12,806,609 |
|
1. |
2. U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)(2) |
|
RCFDB558 |
|
21,292,255 |
|
2. |
3. Mortgage-backed securities(2) |
|
RCFDB559 |
|
28,188,227 |
|
3. |
4. All other debt securities and equity securities with readily determinable fair values not held for trading purposes |
|
RCFDB560 |
|
3,530,823 |
|
4. |
5. Federal funds sold and securities purchased under agreements to resell |
|
RCFD3365 |
|
6,018,598 |
|
5. |
6. Loans: |
|
|
|
|
|
6. |
a. Loans in domestic offices: |
|
|
|
|
|
6.a. |
1. Total loans |
|
RCON3360 |
|
69,736,775 |
|
6.a.1. |
2. Loans secured by real estate: |
|
|
|
|
|
6.a.2. |
a. Loans secured by 1-4 family residential properties |
|
RCON3465 |
|
18,435,465 |
|
6.a.2.a. |
b. All other loans secured by real estate |
|
RCON3466 |
|
11,913,250 |
|
6.a.2.b. |
3. Loans to finance agricultural production and other loans to farmers |
|
RCON3386 |
|
225,830 |
|
6.a.3. |
4. Commercial and industrial loans |
|
RCON3387 |
|
28,830,958 |
|
6.a.4. |
5. Loans to individuals for household, family, and other personal expenditures: |
|
|
|
|
|
6.a.5. |
a. Credit cards |
|
RCONB561 |
|
1,216,130 |
|
6.a.5.a. |
b. Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans) |
|
RCONB562 |
|
217,749 |
|
6.a.5.b. |
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs |
|
RCFN3360 |
|
219,376 |
|
6.b. |
Item 7 is to be completed by banks with total trading assets of $10 million or more in any of the four preceding calendar quarters and all banks meeting the FDICs definition of a large or highly complex institution for deposit insurance assessment purposes. |
|
|
|
|
|
|
7. Trading assets |
|
RCFD3401 |
|
32,183,871 |
|
7. |
8. Lease financing receivables (net of unearned income) |
|
RCFD3484 |
|
0 |
|
8. |
9. Total assets(4) |
|
RCFD3368 |
|
184,896,217 |
|
9. |
10. Interest-bearing transaction accounts in domestic offices (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) |
|
RCON3485 |
|
16,987,342 |
|
10. |
11. Nontransaction accounts in domestic offices: |
|
|
|
|
|
11. |
a. Savings deposits (includes MMDAs) |
|
RCONB563 |
|
60,172,249 |
|
11.a. |
b. Time deposits of $250,000 or less |
|
RCONHK16 |
|
13,913,277 |
|
11.b. |
c. Time deposits of more than $250,000 |
|
RCONHK17 |
|
26,304,188 |
|
11.c. |
12. Interest-bearing deposits in foreign offices, EDGE and Agreement subsidiaries, and IBFs |
|
RCFN3404 |
|
4,718,365 |
|
12. |
13. Federal funds purchased and securities sold under agreements to repurchase |
|
RCFD3353 |
|
9,378,955 |
|
13. |
14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
|
RCFD3355 |
|
7,009,905 |
|
14. |
(2) Quarterly averages for all debt securities should be based on amortized cost.
(4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.
Schedule RC-L - Derivatives and Off-Balance Sheet Items
Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Unused commitments: |
|
|
|
|
|
1. |
|
a. Revolving, open-end lines secured by 1-4 family residential properties, i.e., home equity lines |
|
RCFD3814 |
|
790,248 |
|
1.a. |
|
Item 1.a.(1) is to be completed for the December report only. |
|
|
|
|
|
|
|
1. Unused commitments for reverse mortgages outstanding that are held for investment in domestic offices.. |
|
RCONHT72 |
|
NR |
|
1.a.1. |
|
b. Credit card lines (Sum of items 1.b.(1) and 1.b.(2) must equal item 1.b) |
|
RCFD3815 |
|
6,182,853 |
|
1.b. |
|
Items 1.b.(1) and 1.b.(2) are to be completed by banks with either $300 million or more in total assets or $300 million or more in credit card lines. (Sum of items 1.b.(1) and 1.b.(2) must equal item 1.b) |
|
|
|
|
|
|
|
Items 1.b.(1) and 1.b.(2) are to be completed semiannually in the June and December reports only. |
|
|
|
|
|
|
|
1. Unused consumer credit card lines |
|
RCFDJ455 |
|
NR |
|
1.b.1. |
|
2. Other unused credit card lines |
|
RCFDJ456 |
|
NR |
|
1.b.2. |
|
c. Commitments to fund commercial real estate, construction, and land development loans: |
|
|
|
|
|
1.c. |
|
1. Secured by real estate: |
|
|
|
|
|
1.c.1. |
|
a. 1-4 family residential construction loan commitments |
|
RCFDF164 |
|
0 |
|
1.c.1.a. |
|
b. Commercial real estate, other construction loan, and land development loan commitments |
|
RCFDF165 |
|
2,123,813 |
|
1.c.1.b. |
|
2. Not secured by real estate |
|
RCFD6550 |
|
358,416 |
|
1.c.2. |
|
d. Securities underwriting |
|
RCFD3817 |
|
0 |
|
1.d. |
|
e. Other unused commitments: |
|
|
|
|
|
1.e. |
|
1. Commercial and industrial loans |
|
RCFDJ457 |
|
67,582,649 |
|
1.e.1. |
|
2. Loans to financial institutions |
|
RCFDJ458 |
|
14,679,014 |
|
1.e.2. |
|
3. All other unused commitments |
|
RCFDJ459 |
|
3,038,962 |
|
1.e.3. |
|
2. Financial standby letters of credit and foreign office guarantees |
|
RCFD3819 |
|
5,730,380 |
|
2. |
|
Item 2.a is to be completed by banks with $1 billion or more in total assets. |
|
|
|
|
|
|
|
a. Amount of financial standby letters of credit conveyed to others(1) |
|
RCFD3820 |
|
282,689 |
|
2.a. |
|
3. Performance standby letters of credit and foreign office guarantees |
|
RCFD3821 |
|
3,730,674 |
|
3. |
|
Item 3.a is to be completed by banks with $1 billion or more in total assets. |
|
|
|
|
|
|
|
a. Amount of performance standby letters of credit conveyed to others(1) |
|
RCFD3822 |
|
145,145 |
|
3.a. |
|
4. Commercial and similar letters of credit |
|
RCFD3411 |
|
173,873 |
|
4. |
|
5. Not applicable |
|
|
|
|
|
5. |
|
6. Securities lent and borrowed: |
|
|
|
|
|
6. |
|
a. Securities lent (including customers securities lent where the customer is indemnified against loss by the reporting bank) |
|
RCFD3433 |
|
0 |
|
6.a. |
|
b. Securities borrowed |
|
RCFD3432 |
|
0 |
|
6.b. |
|
Dollar amounts in thousands |
|
(Column A) Sold Protection |
|
(Column B) Purchased
|
|
|
||||
7. Credit derivatives: |
|
|
|
|
|
|
|
|
|
7. |
a. Notional amounts: |
|
|
|
|
|
|
|
|
|
7.a. |
1. Credit default swaps |
|
RCFDC968 |
|
51,317,389 |
|
RCFDC969 |
|
53,379,017 |
|
7.a.1. |
2. Total return swaps |
|
RCFDC970 |
|
1,272,942 |
|
RCFDC971 |
|
13,551,873 |
|
7.a.2. |
3. Credit options |
|
RCFDC972 |
|
0 |
|
RCFDC973 |
|
0 |
|
7.a.3. |
4. Other credit derivatives |
|
RCFDC974 |
|
0 |
|
RCFDC975 |
|
0 |
|
7.a.4. |
b. Gross fair values: |
|
|
|
|
|
|
|
|
|
7.b. |
1. Gross positive fair value |
|
RCFDC219 |
|
372,533 |
|
RCFDC221 |
|
911,822 |
|
7.b.1. |
2. Gross negative fair value |
|
RCFDC220 |
|
845,761 |
|
RCFDC222 |
|
467,448 |
|
7.b.2. |
Dollar amounts in thousands |
|
|
|
|
|
|
c. Notional amounts by regulatory capital treatment:(1) |
|
|
|
|
|
7.c. |
1. Positions covered under the Market Risk Rule: |
|
|
|
|
|
7.c.1. |
a. Sold protection |
|
RCFDG401 |
|
51,585,331 |
|
7.c.1.a. |
b. Purchased protection |
|
RCFDG402 |
|
63,746,980 |
|
7.c.1.b. |
2. All other positions: |
|
|
|
|
|
7.c.2. |
a. Sold protection |
|
RCFDG403 |
|
1,005,000 |
|
7.c.2.a. |
b. Purchased protection that is recognized as a guarantee for regulatory capital purposes |
|
RCFDG404 |
|
957,000 |
|
7.c.2.b. |
c. Purchased protection that is not recognized as a guarantee for regulatory capital purposes |
|
RCFDG405 |
|
2,226,910 |
|
7.c.2.c. |
Dollar amounts in thousands |
|
(Column A) Remaining
|
|
(Column B) Remaining
|
|
(Column C) Remaining
|
|
|
||||||
d. Notional amounts by remaining maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.d. |
1. Sold credit protection:(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.d.1. |
a. Investment grade |
|
RCFDG406 |
|
3,951,576 |
|
RCFDG407 |
|
13,579,311 |
|
RCFDG408 |
|
1,835,132 |
|
7.d.1.a. |
b. Subinvestment grade |
|
RCFDG409 |
|
3,592,899 |
|
RCFDG410 |
|
28,532,988 |
|
RCFDG411 |
|
1,098,425 |
|
7.d.1.b. |
2. Purchased credit protection:(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.d.2. |
a. Investment grade |
|
RCFDG412 |
|
8,480,682 |
|
RCFDG413 |
|
13,935,390 |
|
RCFDG414 |
|
1,814,471 |
|
7.d.2.a. |
b. Subinvestment grade |
|
RCFDG415 |
|
10,237,841 |
|
RCFDG416 |
|
29,111,424 |
|
RCFDG417 |
|
3,351,082 |
|
7.d.2.b. |
(1) The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported in the June 30, 2018, Report of Condition.
(1) The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported in the June 30, 2018, Report of Condition.
Dollar amounts in thousands |
|
|
|
|
|
|
8. Spot foreign exchange contracts |
|
RCFD8765 |
|
58,518,928 |
|
8. |
9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 27.a, Total bank equity capital) |
|
RCFD3430 |
|
0 |
|
9. |
a. Not applicable |
|
|
|
|
|
9.a. |
b. Commitments to purchase when-issued securities |
|
RCFD3434 |
|
0 |
|
9.b. |
c. Standby letters of credit issued by another party (e.g., a Federal Home Loan Bank) on the banks behalf |
|
RCFDC978 |
|
0 |
|
9.c. |
d. Disclose component and the dollar amount of that component: |
|
|
|
|
|
9.d. |
1. Describe component |
|
TEXT3555 |
|
|
|
9.d.1. |
2. Amount of component |
|
RCFD3555 |
|
0 |
|
9.d.2. |
e. Disclose component and the dollar amount of that component: |
|
|
|
|
|
9.e. |
1. Describe component |
|
TEXT3556 |
|
|
|
9.e.1. |
2. Amount of component |
|
RCFD3556 |
|
0 |
|
9.e.2. |
f. Disclose component and the dollar amount of that component: |
|
|
|
|
|
9.f. |
(TEXT3557) |
|
RCFD3557 |
|
0 |
|
9.f.1. |
10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 27.a, Total bank equity capital) |
|
RCFD5591 |
|
0 |
|
10. |
a. Commitments to sell when-issued securities |
|
RCFD3435 |
|
0 |
|
10.a. |
b. Disclose component and the dollar amount of that component: |
|
|
|
|
|
10.b. |
1. Describe component |
|
TEXT5592 |
|
|
|
10.b.1. |
2. Amount of component |
|
RCFD5592 |
|
0 |
|
10.b.2. |
c. Disclose component and the dollar amount of that component: |
|
|
|
|
|
10.c. |
1. Describe component |
|
TEXT5593 |
|
|
|
10.c.1. |
2. Amount of component |
|
RCFD5593 |
|
0 |
|
10.c.2. |
d. Disclose component and the dollar amount of that component: |
|
|
|
|
|
10.d. |
1. Describe component |
|
TEXT5594 |
|
|
|
10.d.1. |
2. Amount of component |
|
RCFD5594 |
|
0 |
|
10.d.2. |
e. Disclose component and the dollar amount of that component: |
|
|
|
|
|
10.e. |
1. Describe component |
|
TEXT5595 |
|
|
|
10.e.1. |
2. Amount of component |
|
RCFD5595 |
|
0 |
|
10.e.2. |
Items 11.a and 11.b are to be completed semiannually in the June and December reports only. |
|
|
|
|
|
11. |
11. Year-to-date merchant credit card sales volume: |
|
|
|
|
|
|
a. Sales for which the reporting bank is the acquiring bank |
|
RCFDC223 |
|
NR |
|
11.a. |
b. Sales for which the reporting bank is the agent bank with risk |
|
RCFDC224 |
|
NR |
|
11.b. |
(1) Sum of items 7.c.(1)(a) and 7.c.(2)(a), must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b), and 7.c.(2)(c) must equal sum of items 7.a.(1) through (4), column B.
(2) Sum of items 7.d.(1)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column A.
(3) Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B.
Dollar amounts in thousands |
|
(Column A) Interest
|
|
(Column B) Foreign
|
|
(Column C) Equity
|
|
(Column D)
|
|
|
||||||||
12. Gross amounts (e.g., notional amounts): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. |
a. Futures contracts |
|
RCFD8693 |
|
133,137,310 |
|
RCFD8694 |
|
3,403,666 |
|
RCFD8695 |
|
0 |
|
RCFD8696 |
|
1,830,821 |
|
12.a. |
b. Forward contracts |
|
RCFD8697 |
|
596,546,304 |
|
RCFD8698 |
|
485,155,196 |
|
RCFD8699 |
|
0 |
|
RCFD8700 |
|
38,032,095 |
|
12.b. |
c. Exchange-traded option contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.c. |
1. Written options |
|
RCFD8701 |
|
2,639,143 |
|
RCFD8702 |
|
0 |
|
RCFD8703 |
|
0 |
|
RCFD8704 |
|
0 |
|
12.c.1. |
2. Purchased options |
|
RCFD8705 |
|
2,949,665 |
|
RCFD8706 |
|
0 |
|
RCFD8707 |
|
0 |
|
RCFD8708 |
|
0 |
|
12.c.2. |
d. Over-the-counter option contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.d. |
||
1. Written options |
|
RCFD8709 |
|
91,895,804 |
|
RCFD8710 |
|
50,469,505 |
|
RCFD8711 |
|
37,257,171 |
|
RCFD8712 |
|
1,176,842 |
|
12.d.1. |
2. Purchased options |
|
RCFD8713 |
|
100,247,948 |
|
RCFD8714 |
|
51,430,978 |
|
RCFD8715 |
|
40,491,276 |
|
RCFD8716 |
|
1,307,160 |
|
12.d.2. |
e. Swaps |
|
RCFD3450 |
|
2,853,375,648 |
|
RCFD3826 |
|
929,354,293 |
|
RCFD8719 |
|
7,251,755 |
|
RCFD8720 |
|
0 |
|
12.e. |
13. Total gross notional amount of derivative contracts held for trading |
|
RCFDA126 |
|
3,753,152,272 |
|
RCFDA127 |
|
1,519,689,136 |
|
RCFD8723 |
|
81,760,275 |
|
RCFD8724 |
|
42,346,918 |
|
13. |
14. Total gross notional amount of derivative contracts held for purposes other than trading |
|
RCFD8725 |
|
27,639,550 |
|
RCFD8726 |
|
124,502 |
|
RCFD8727 |
|
3,239,927 |
|
RCFD8728 |
|
0 |
|
14. |
a. Interest rate swaps where the bank has agreed to pay a fixed rate |
|
RCFDA589 |
|
4,861,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
14.a. |
15. Gross fair values of derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15. |
a. Contracts held for trading: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.a. |
1. Gross positive fair value |
|
RCFD8733 |
|
14,115,380 |
|
RCFD8734 |
|
16,775,605 |
|
RCFD8735 |
|
2,967,165 |
|
RCFD8736 |
|
1,212,570 |
|
15.a.1. |
2. Gross negative fair value |
|
RCFD8737 |
|
15,662,034 |
|
RCFD8738 |
|
16,315,937 |
|
RCFD8739 |
|
2,944,647 |
|
RCFD8740 |
|
1,288,985 |
|
15.a.2. |
b. Contracts held for purposes other than trading: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.b. |
1. Gross positive fair value |
|
RCFD8741 |
|
235,001 |
|
RCFD8742 |
|
5,931 |
|
RCFD8743 |
|
161,416 |
|
RCFD8744 |
|
0 |
|
15.b.1. |
2. Gross negative fair value |
|
RCFD8745 |
|
415,539 |
|
RCFD8746 |
|
0 |
|
RCFD8747 |
|
32,685 |
|
RCFD8748 |
|
0 |
|
15.b.2. |
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B) |
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
Item 16 is to be completed only by banks with total assets of $10 billion or more. |
|
|
|
|
|
|
|
|
|
|
|
16. |
16. Over-the counter derivatives:(1) |
|
|
|
|
|
|
|
|
|
|
|
|
a. Net current credit exposure |
|
RCFDG418 |
|
|
|
RCFDG420 |
|
RCFDG421 |
|
RCFDG422 |
|
|
|
|
3,114,425 |
|
|
|
71,846 |
|
254,669 |
|
3,649,778 |
|
16.a. |
b. Fair value of collateral: |
|
|
|
|
|
|
|
|
|
|
|
|
1. Cash - U.S. dollar |
|
RCFDG423 |
|
|
|
RCFDG425 |
|
RCFDG426 |
|
RCFDG427 |
|
16.b. |
|
|
3,578,345 |
|
|
|
131,030 |
|
0 |
|
1,099,456 |
|
16.b.1. |
2. Cash - Other currencies |
|
RCFDG428 |
|
|
|
RCFDG430 |
|
RCFDG431 |
|
RCFDG432 |
|
|
|
|
466,638 |
|
|
|
3,224 |
|
190,504 |
|
91,847 |
|
16.b.2. |
3. U.S. Treasury securities |
|
RCFDG433 |
|
|
|
RCFDG435 |
|
RCFDG436 |
|
RCFDG437 |
|
|
|
|
330,814 |
|
|
|
67,309 |
|
0 |
|
329,349 |
|
16.b.3. |
4. U.S. Government agency and U.S. Government-sponsored agency debt securities |
|
RCFDG438 |
|
|
|
RCFDG440 |
|
RCFDG441 |
|
RCFDG442 |
|
|
|
|
0 |
|
|
|
30,763 |
|
0 |
|
50,438 |
|
16.b.4. |
5. Corporate bonds |
|
RCFDG443 |
|
|
|
RCFDG445 |
|
RCFDG446 |
|
RCFDG447 |
|
|
|
|
0 |
|
|
|
0 |
|
0 |
|
21,804 |
|
16.b.5. |
6. Equity securities |
|
RCFDG448 |
|
|
|
RCFDG450 |
|
RCFDG451 |
|
RCFDG452 |
|
|
|
|
0 |
|
|
|
0 |
|
0 |
|
0 |
|
16.b.6. |
7. All other collateral |
|
RCFDG453 |
|
|
|
RCFDG455 |
|
RCFDG456 |
|
RCFDG457 |
|
|
|
|
1,917,913 |
|
|
|
0 |
|
0 |
|
354,752 |
|
16.b.7. |
8. Total fair value of collateral (sum of items 16.b.(1) through (7)) |
|
RCFDG458 |
|
|
|
RCFDG460 |
|
RCFDG461 |
|
RCFDG462 |
|
|
|
|
6,293,710 |
|
|
|
232,326 |
|
190,504 |
|
1,947,646 |
|
16.b.8. |
(1) The $10 billion asset-size test is based on the total assets reported on the June 30, 2018, Report of Condition.
Schedule RC-M - Memoranda
Dollar amounts in thousands |
|
|
|
|
|
|
1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: |
|
|
|
|
|
1. |
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests |
|
RCFD6164 |
|
162,718 |
|
1.a. |
b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent of total capital as defined for this purpose in agency regulations |
|
RCFD6165 |
|
8 |
|
1.b. |
2. Intangible assets: |
|
|
|
|
|
2. |
a. Mortgage servicing assets |
|
RCFD3164 |
|
2,737 |
|
2.a. |
1. Estimated fair value of mortgage servicing assets |
|
RCFDA590 |
|
2,737 |
|
2.a.1. |
b. Goodwill |
|
RCFD3163 |
|
1,242,000 |
|
2.b. |
c. All other intangible assets |
|
RCFDJF76 |
|
16,246 |
|
2.c. |
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10) |
|
RCFD2143 |
|
1,260,983 |
|
2.d. |
3. Other real estate owned: |
|
|
|
|
|
3. |
a. Construction, land development, and other land in domestic offices |
|
RCON5508 |
|
0 |
|
3.a. |
b. Farmland in domestic offices |
|
RCON5509 |
|
0 |
|
3.b. |
c. 1-4 family residential properties in domestic offices |
|
RCON5510 |
|
12,512 |
|
3.c. |
d. Multifamily (5 or more) residential properties in domestic offices |
|
RCON5511 |
|
0 |
|
3.d. |
e. Nonfarm nonresidential properties in domestic offices |
|
RCON5512 |
|
0 |
|
3.e. |
f. In foreign offices |
|
RCFN5513 |
|
0 |
|
3.f. |
g. Total (sum of items 3.a through 3.g) (must equal Schedule RC, item 7) |
|
RCFD2150 |
|
12,512 |
|
3.g. |
4. Cost of equity securities with readily determinable fair values not held for trading(5) |
|
RCFDJA29 |
|
NR |
|
4. |
5. Other borrowed money: |
|
|
|
|
|
5. |
a. Federal Home Loan Bank advances: |
|
|
|
|
|
5.a. |
1. Advances with a remaining maturity or next repricing date of:(1) |
|
|
|
|
|
5.a.1. |
a. One year or less |
|
RCFDF055 |
|
1,000,000 |
|
5.a.1.a. |
b. Over one year through three years |
|
RCFDF056 |
|
0 |
|
5.a.1.b. |
c. Over three years through five years |
|
RCFDF057 |
|
0 |
|
5.a.1.c. |
d. Over five years |
|
RCFDF058 |
|
0 |
|
5.a.1.d. |
2. Advances with a remaining maturity of one year or less (included in item 5.a.(1)(a) above)(2) |
|
RCFD2651 |
|
0 |
|
5.a.2. |
3. Structured advances (included in items 5.a.(1)(a) - (d) above) |
|
RCFDF059 |
|
0 |
|
5.a.3. |
b. Other borrowings: |
|
|
|
|
|
5.b. |
1. Other borrowings with a remaining maturity or next repricing date of:(3) |
|
|
|
|
|
5.b.1. |
a. One year or less |
|
RCFDF060 |
|
1,013,605 |
|
5.b.1.a. |
b. Over one year through three years |
|
RCFDF061 |
|
3,500,000 |
|
5.b.1.b. |
c. Over three years through five years |
|
RCFDF062 |
|
0 |
|
5.b.1.c. |
d. Over five years |
|
RCFDF063 |
|
1,479,480 |
|
5.b.1.d. |
2. Other borrowings with a remaining maturity of one year or less (included in item 5.b.(1)(a) above)(4) |
|
RCFDB571 |
|
604,058 |
|
5.b.2. |
c. Total (sum of items 5.a.(1)(a)-(d) and items 5.b.(1)(a)-(d)) (must equal Schedule RC, item 16) |
|
RCFD3190 |
|
6,993,085 |
|
5.c. |
6. Does the reporting bank sell private label or third party mutual funds and annuities? |
|
RCFDB569 |
|
Yes |
|
6. |
7. Assets under the reporting banks management in proprietary mutual funds and annuities |
|
RCFDB570 |
|
20,505,127 |
|
7. |
8. Internet Web site addresses and physical office trade names: |
|
|
|
|
|
8. |
a. Uniform Resource Locator (URL) of the reporting institutions primary Internet Web site (home page), if any (Example: www.examplebank.com): |
|
TEXT4087 |
|
Click here for value |
|
8.a. |
(5) Item 4 is to be completed only by insured state banks that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities, and have been approved to hold grandfathered equity investments. See instructions for further detail on ASU 2016-01.
(1) Report fixed-rate advances by remaining maturity and floating-rate advances by next repricing date.
(2) Report both fixed- and floating-rate advances by remaining maturity. Exclude floating-rate advances with a next repricing date of one year or less that have a remaining maturity of over one year.
(3) Report fixed-rate other borrowings by remaining maturity and floating-rate other borrowings by next repricing date.
(4) Report both fixed- and floating-rate other borrowings by remaining maturity. Exclude floating rate other borrowings with a next repricing date of one year or less that have a remaining maturity of over one year.
Dollar amounts in thousands |
|
|
|
|
|
|
b. URLs of all other public-facing Internet Web sites that the reporting institution uses to accept or solicit deposits from the public, if any (Example: www.examplebank.biz):(1) |
|
|
|
|
|
8.b. |
1. URL 1 |
|
TE01N528 |
|
NR |
|
8.b.1. |
2. URL 2 |
|
TE02N528 |
|
NR |
|
8.b.2. |
3. URL 3 |
|
TE03N528 |
|
NR |
|
8.b.3. |
4. URL 4 |
|
TE04N528 |
|
NR |
|
8.b.4. |
5. URL 5 |
|
TE05N528 |
|
NR |
|
8.b.5. |
6. URL 6 |
|
TE06N528 |
|
NR |
|
8.b.6. |
7. URL 7 |
|
TE07N528 |
|
NR |
|
8.b.7. |
8. URL 8 |
|
TE08N528 |
|
NR |
|
8.b.8. |
9. URL 9 |
|
TE09N528 |
|
NR |
|
8.b.9. |
10. URL 10 |
|
TE10N528 |
|
NR |
|
8.b.10. |
c. Trade names other than the reporting institutions legal title used to identify one or more of the institutions physical offices at which deposits are accepted or solicited from the public, if any: |
|
|
|
|
|
8.c. |
1. Trade name 1 |
|
TE01N529 |
|
NR |
|
8.c.1. |
2. Trade name 2 |
|
TE02N529 |
|
NR |
|
8.c.2. |
3. Trade name 3 |
|
TE03N529 |
|
NR |
|
8.c.3. |
4. Trade name 4 |
|
TE04N529 |
|
NR |
|
8.c.4. |
5. Trade name 5 |
|
TE05N529 |
|
NR |
|
8.c.5. |
6. Trade name 6 |
|
TE06N529 |
|
NR |
|
8.c.6. |
Item 9 is to be completed annually in the December report only. |
|
|
|
|
|
|
9. Do any of the banks Internet Web sites have transactional capability, i.e., allow the banks customers to execute transactions on their accounts through the Web site? |
|
RCFD4088 |
|
NR |
|
9. |
10. Secured liabilities: |
|
|
|
|
|
10. |
a. Amount of Federal funds purchased in domestic offices that are secured (included in Schedule RC, item 14.a) |
|
RCONF064 |
|
0 |
|
10.a. |
b. Amount of Other borrowings that are secured (included in Schedule RC-M, items 5.b.(1)(a) - (d)) |
|
RCFDF065 |
|
0 |
|
10.b. |
11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health Savings Accounts, and other similar accounts? |
|
RCONG463 |
|
Yes |
|
11. |
12. Does the bank provide custody, safekeeping, or other services involving the acceptance of orders for the sale or purchase of securities? |
|
RCONG464 |
|
Yes |
|
12. |
13. Assets covered by loss-sharing agreements with the FDIC: |
|
|
|
|
|
13. |
a. Loans and leases (included in Schedule RC, items 4.a and 4.b): |
|
|
|
|
|
13.a. |
1. Loans secured by real estate in domestic offices: |
|
|
|
|
|
13.a.1. |
a. Construction, land development, and other land loans: |
|
|
|
|
|
13.a.1.a. |
1. 1-4 family residential construction loans |
|
RCONK169 |
|
0 |
|
13.a.1.a.1. |
2. Other construction loans and all land development and other land loans |
|
RCONK170 |
|
0 |
|
13.a.1.a.2. |
b. Secured by farmland |
|
RCONK171 |
|
0 |
|
13.a.1.b. |
c. Secured by 1-4 family residential properties: |
|
|
|
|
|
13.a.1.c. |
1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCONK172 |
|
0 |
|
13.a.1.c.1. |
2. Closed-end loans secured by 1-4 family residential properties: |
|
|
|
|
|
13.a.1.c.2. |
a. Secured by first liens |
|
RCONK173 |
|
0 |
|
13.a.1.c.2.a. |
b. Secured by junior liens |
|
RCONK174 |
|
0 |
|
13.a.1.c.2.b. |
d. Secured by multifamily (5 or more) residential properties |
|
RCONK175 |
|
0 |
|
13.a.1.d. |
e. Secured by nonfarm nonresidential properties: |
|
|
|
|
|
13.a.1.e. |
1. Loans secured by owner-occupied nonfarm nonresidential properties |
|
RCONK176 |
|
0 |
|
13.a.1.e.1. |
2. Loans secured by other nonfarm nonresidential properties |
|
RCONK177 |
|
0 |
|
13.a.1.e.2. |
2. Not applicable |
|
|
|
|
|
13.a.2. |
3. Not applicable |
|
|
|
|
|
13.a.3. |
4. Not applicable |
|
|
|
|
|
13.a.4. |
5. All other loans and all leases |
|
RCFDK183 |
|
0 |
|
13.a.5. |
(1) Report only highest level URLs (for example, report www.examplebank.biz, but do not also report www.examplebank.biz/checking). Report each top level domain name used (for example, report both www.examplebank.biz and www.examplebank.net).
Dollar amounts in thousands |
|
|
|
|
|
|
b. Other real estate owned (included in Schedule RC, item 7): |
|
|
|
|
|
13.b. |
1. Construction, land development, and other land in domestic offices |
|
RCONK187 |
|
0 |
|
13.b.1. |
2. Farmland in domestic offices |
|
RCONK188 |
|
0 |
|
13.b.2. |
3. 1-4 family residential properties in domestic offices |
|
RCONK189 |
|
0 |
|
13.b.3. |
4. Multifamily (5 or more) residential properties in domestic offices |
|
RCONK190 |
|
0 |
|
13.b.4. |
5. Nonfarm nonresidential properties in domestic offices |
|
RCONK191 |
|
0 |
|
13.b.5. |
6. In foreign offices |
|
RCFNK260 |
|
0 |
|
13.b.6. |
7. Portion of covered other real estate owned included in items 13.b.(1) through (6) above that is protected by FDIC loss-sharing agreements |
|
RCFDK192 |
|
0 |
|
13.b.7. |
c. Debt securities (included in Schedule RC, items 2.a and 2.b) |
|
RCFDJ461 |
|
0 |
|
13.c. |
d. Other assets (exclude FDIC loss-sharing indemnification assets) |
|
RCFDJ462 |
|
0 |
|
13.d. |
Items 14.a and 14.b are to be completed annually in the December report only. |
|
|
|
|
|
|
14. Captive insurance and reinsurance subsidiaries: |
|
|
|
|
|
14. |
a. Total assets of captive insurance subsidiaries(2) |
|
RCFDK193 |
|
NR |
|
14.a. |
b. Total assets of captive reinsurance subsidiaries(2) |
|
RCFDK194 |
|
NR |
|
14.b. |
Item 15 is to be completed by institutions that are required or have elected to be treated as a Qualified Thrift Lender. |
|
|
|
|
|
|
15.Qualified Thrift Lender (QTL) test: |
|
|
|
|
|
15. |
a. Does the institution use the Home Owners Loan Act (HOLA) QTL test or the Internal Revenue Service Domestic Building and Loan Association (IRS DBLA) test to determine its QTL compliance? (for the HOLA QTL test, enter 1; for the IRS DBLA test, enter 2) |
|
RCONL133 |
|
NR |
|
15.a. |
b. Has the institution been in compliance with the HOLA QTL test as of each month end during the quarter or the IRS DBLA test for its most recent taxable year, as applicable? |
|
RCONL135 |
|
NR |
|
15.b. |
Item 16.a and, if appropriate, items 16.c and 16.d are to be completed semiannually in the June and December reports only. Item 16.b is to be completed annually in the June report only. |
|
|
|
|
|
|
16. International remittance transfers offered to consumers: |
|
|
|
|
|
16. |
a. As of the report date, did your institution offer to consumers in any state any of the following mechanisms for sending international remittance transfers? |
|
|
|
|
|
16.a. |
1. International wire transfers |
|
RCONN517 |
|
NR |
|
16.a.1. |
2. International ACH transactions |
|
RCONN518 |
|
NR |
|
16.a.2. |
3. Other proprietary services operated by your institution |
|
RCONN519 |
|
NR |
|
16.a.3. |
4. Other proprietary services operated by another party |
|
RCONN520 |
|
NR |
|
16.a.4. |
b. Did your institution provide more than 100 international remittance transfers in the previous calendar year or does your institution estimate that it will provide more than 100 international remittance transfers in the current calendar year? |
|
RCONN521 |
|
NR |
|
16.b. |
Items 16.c and 16.d are to be completed by institutions that answered Yes to item 16.b in the current report or, if item 16.b is not required to be completed in the current report, in the most recent prior report in which item 16.b was required to be completed. |
|
|
|
|
|
|
c. Indicate which of the mechanisms described in items 16.a.(1), (2), and (3) above is the mechanism that your institution estimates accounted for the largest number of international remittance transfers your institution provided during the two calendar quarters ending on the report date. (For international wire transfers, enter 1; for international ACH transactions, enter 2; for other proprietary services operated by your institution, enter 3. If your institution did not provide any international remittance transfers using the mechanisms described in items 16.a.(1), (2), and (3) above during the two calendar quarters ending on the report date, enter 0.) |
|
RCONN522 |
|
NR |
|
16.c. |
d. Estimated number and dollar value of international remittance transfers provided by your institution during the two calendar quarters ending on the report date: |
|
|
|
|
|
16.d. |
1. Estimated number of international remittance transfers |
|
RCONN523 |
|
NR |
|
16.d.1. |
2. Estimated dollar value of international remittance transfers |
|
RCONN524 |
|
NR |
|
16.d.2. |
3. Estimated number of international remittance transfers for which your institution applied the temporary exception |
|
RCONN527 |
|
NR |
|
16.d.3. |
(TEXT4087) https://www.us.hsbc.com/
(2) Report total assets before eliminating intercompany transactions between the consolidated insurance or reinsurance subsidiary and other offices or consolidated subsidiaries of the reporting bank.
Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets
Dollar amounts in thousands |
|
(Column A) Past due 30
|
|
(Column B) Past due 90
|
|
(Column C) Nonaccrual |
|
|
||||||
1.Loans secured by real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
a. Construction, land development, and other land loans in domestic offices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a. |
1. 1-4 family residential construction loans |
|
RCONF172 |
|
0 |
|
RCONF174 |
|
0 |
|
RCONF176 |
|
0 |
|
1.a.1. |
2. Other construction loans and all land development and other land loans |
|
RCONF173 |
|
3,560 |
|
RCONF175 |
|
0 |
|
RCONF177 |
|
0 |
|
1.a.2. |
b. Secured by farmland in domestic offices |
|
RCON3493 |
|
0 |
|
RCON3494 |
|
0 |
|
RCON3495 |
|
0 |
|
1.b. |
c. Secured by 1-4 family residential properties in domestic offices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.c. |
1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCON5398 |
|
7,020 |
|
RCON5399 |
|
0 |
|
RCON5400 |
|
37,751 |
|
1.c.1. |
2. Closed-end loans secured by 1-4 family residential properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.c.2. |
a. Secured by first liens |
|
RCONC236 |
|
201,435 |
|
RCONC237 |
|
0 |
|
RCONC229 |
|
370,912 |
|
1.c.2.a. |
b. Secured by junior liens |
|
RCONC238 |
|
1,612 |
|
RCONC239 |
|
0 |
|
RCONC230 |
|
9,453 |
|
1.c.2.b. |
d. Secured by multifamily (5 or more) residential properties in domestic offices |
|
RCON3499 |
|
0 |
|
RCON3500 |
|
0 |
|
RCON3501 |
|
0 |
|
1.d. |
e. Secured by nonfarm nonresidential properties in domestic offices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.e. |
1. Loans secured by owner-occupied nonfarm nonresidential properties |
|
RCONF178 |
|
4,697 |
|
RCONF180 |
|
0 |
|
RCONF182 |
|
2,679 |
|
1.e.1. |
2. Loans secured by other nonfarm nonresidential properties |
|
RCONF179 |
|
0 |
|
RCONF181 |
|
0 |
|
RCONF183 |
|
49 |
|
1.e.2. |
f. In foreign offices |
|
RCFNB572 |
|
0 |
|
RCFNB573 |
|
0 |
|
RCFNB574 |
|
0 |
|
1.f. |
2. Loans to depository institutions and acceptances of other banks: |
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
a. To U.S. banks and other U.S. depository institutions |
RCFD5377 |
|
0 |
|
RCFD5378 |
|
0 |
|
RCFD5379 |
|
0 |
|
2.a. |
|
b. To foreign banks |
|
RCFD5380 |
|
0 |
|
RCFD5381 |
|
0 |
|
RCFD5382 |
|
0 |
|
2.b. |
3. Loans to finance agricultural production and other loans to farmers |
|
RCFD1594 |
|
0 |
|
RCFD1597 |
|
0 |
|
RCFD1583 |
|
0 |
|
3. |
4. Commercial and industrial loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
a. To U.S. addressees (domicile) |
|
RCFD1251 |
|
73,075 |
|
RCFD1252 |
|
867 |
|
RCFD1253 |
|
187,869 |
|
4.a. |
b. To non-U.S. addressees (domicile) |
|
RCFD1254 |
|
2,199 |
|
RCFD1255 |
|
0 |
|
RCFD1256 |
|
72,072 |
|
4.b. |
5. Loans to individuals for household, family, and other personal expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
a. Credit cards |
|
RCFDB575 |
|
18,893 |
|
RCFDB576 |
|
18,441 |
|
RCFDB577 |
|
0 |
|
5.a. |
b. Automobile loans |
|
RCFDK213 |
|
0 |
|
RCFDK214 |
|
0 |
|
RCFDK215 |
|
0 |
|
5.b. |
c. Other (includes revolving credit plans other than credit cards and other consumer loans) |
|
RCFDK216 |
|
5,251 |
|
RCFDK217 |
|
5,598 |
|
RCFDK218 |
|
0 |
|
5.c. |
6. Loans to foreign governments and official institutions |
|
RCFD5389 |
|
0 |
|
RCFD5390 |
|
0 |
|
RCFD5391 |
|
0 |
|
6. |
7. All other loans |
|
RCFD5459 |
|
3,817 |
|
RCFD5460 |
|
970 |
|
RCFD5461 |
|
658 |
|
7. |
8. Lease financing receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
8. |
a. Leases to individuals for household, family, and other personal expenditures |
|
RCFDF166 |
|
0 |
|
RCFDF167 |
|
0 |
|
RCFDF168 |
|
0 |
|
8.a. |
b. All other leases |
|
RCFDF169 |
|
0 |
|
RCFDF170 |
|
0 |
|
RCFDF171 |
|
0 |
|
8.b. |
9. Total loans and leases (sum of items 1 through 8.b) |
|
RCFD1406 |
|
321,559 |
|
RCFD1407 |
|
25,876 |
|
RCFD1403 |
|
681,443 |
|
9. |
10. Debt securities and other assets (exclude other real estate owned and other repossessed assets) |
|
RCFD3505 |
|
0 |
|
RCFD3506 |
|
0 |
|
RCFD3507 |
|
0 |
|
10. |
11. Loans and leases reported in items 1 through 8 above that are wholly or partially guaranteed by the U.S. Government, excluding loans and leases covered by loss-sharing agreements with the FDIC: |
|
RCFDK036 |
|
54,738 |
|
RCFDK037 |
|
4,069 |
|
RCFDK038 |
|
382 |
|
11. |
a. Guaranteed portion of loans and leases included in item 11 above, excluding rebooked GNMA loans |
|
RCFDK039 |
|
2,508 |
|
RCFDK040 |
|
3,947 |
|
RCFDK041 |
|
216 |
|
11.a. |
b. Rebooked GNMA loans that have been repurchased or are eligible for repurchase included in item 11 above |
|
RCFDK042 |
|
52,152 |
|
RCFDK043 |
|
0 |
|
RCFDK044 |
|
0 |
|
11.b. |
12. Loans and leases reported in items 1 through 8 above that are covered by loss-sharing agreements with the FDIC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
12. |
a. Loans secured by real estate in domestic offices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.a. |
1. Construction, land development, and other land loans: |
|
|
|
|
|
|
|
|
|
|
|
|
12.a.1. |
|
a. 1-4 family residential construction loans |
|
RCONK045 |
|
0 |
|
RCONK046 |
|
0 |
|
RCONK047 |
|
0 |
|
12.a.1.a. |
b. Other construction loans and all land development and other land loans. |
|
RCONK048 |
|
0 |
|
RCONK049 |
|
0 |
|
RCONK050 |
|
0 |
|
12.a.1.b. |
Dollar amounts in thousands |
|
(Column A) Past due 30
|
|
(Column B) Past due 90
|
|
(Column C) Nonaccrual |
|
|
||||||
2. Secured by farmland |
|
RCONK051 |
|
0 |
|
RCONK052 |
|
0 |
|
RCONK053 |
|
0 |
|
12.a.2. |
3. Secured by 1-4 family residential properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.a.3. |
a. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
RCONK054 |
|
0 |
|
RCONK055 |
|
0 |
|
RCONK056 |
|
0 |
|
12.a.3.a. |
|
b. Closed-end loans secured by 1-4 family residential properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.a.3.b. |
1. Secured by first liens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. Secured by junior liens |
|
RCONK057 |
|
0 |
|
RCONK058 |
|
0 |
|
RCONK059 |
|
0 |
|
12.a.3.b.1. |
4. Secured by multifamily (5 or more) residential properties |
|
RCONK060 |
|
0 |
|
RCONK061 |
|
0 |
|
RCONK062 |
|
0 |
|
12.a.3.b.2. |
5. Secured by nonfarm nonresidential properties: |
|
RCONK063 |
|
0 |
|
RCONK064 |
|
0 |
|
RCONK065 |
|
0 |
|
12.a.4. |
a. Loans secured by owner-occupied nonfarm nonresidential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.a.5. |
b. Loans secured by other nonfarm nonresidential properties |
|
RCONK066 |
|
0 |
|
RCONK067 |
|
0 |
|
RCONK068 |
|
0 |
|
12.a.5.a. |
b. Not applicable |
|
RCONK069 |
|
0 |
|
RCONK070 |
|
0 |
|
RCONK071 |
|
0 |
|
12.a.5.b. |
c. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.b. |
d. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.c. |
e. All other loans and all leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
12.d. |
f. Portion of covered loans and leases included in items 12.a through 12.e above that is protected by FDIC loss-sharing agreements |
|
RCFDK087 |
|
0 |
|
RCFDK088 |
|
0 |
|
RCFDK089 |
|
0 |
|
12.e. |
1.Loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above (and not reported in Schedule RC-C, Part 1, Memorandum item 1): |
|
RCFDK102 |
|
0 |
|
RCFDK103 |
|
0 |
|
RCFDK104 |
|
0 |
|
12.f. |
a. Construction, land development, and other land loans in domestic offices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1. |
1. 1-4 family residential construction loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1.a. |
2. Other construction loans and all land development and other land loans |
|
RCONK105 |
|
0 |
|
RCONK106 |
|
0 |
|
RCONK107 |
|
0 |
|
M.1.a.1. |
b. Loans secured by 1-4 family residential properties in domestic offices |
|
RCONK108 |
|
0 |
|
RCONK109 |
|
0 |
|
RCONK110 |
|
0 |
|
M.1.a.2. |
c. Secured by multifamily (5 or more) residential properties in domestic offices |
|
RCONF661 |
|
81,044 |
|
RCONF662 |
|
0 |
|
RCONF663 |
|
92,216 |
|
M.1.b. |
d. Secured by nonfarm nonresidential properties in domestic offices: |
|
RCONK111 |
|
0 |
|
RCONK112 |
|
0 |
|
RCONK113 |
|
0 |
|
M.1.c. |
1. Loans secured by owner-occupied nonfarm nonresidential properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1.d. |
2. Loans secured by other nonfarm nonresidential properties |
|
RCONK114 |
|
0 |
|
RCONK115 |
|
0 |
|
RCONK116 |
|
0 |
|
M.1.d.1. |
e. Commercial and industrial loans: |
|
RCONK117 |
|
0 |
|
RCONK118 |
|
0 |
|
RCONK119 |
|
0 |
|
M.1.d.2. |
1. To U.S. addressees (domicile) |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1.e. |
2. To non-U.S. addressees (domicile) |
|
RCFDK120 |
|
0 |
|
RCFDK121 |
|
0 |
|
RCFDK122 |
|
43,298 |
|
M.1.e.1. |
f. All other loans (include loans to individuals for household, family, and other personal expenditures) |
|
RCFDK123 |
|
0 |
|
RCFDK124 |
|
0 |
|
RCFDK125 |
|
17,801 |
|
M.1.e.2. |
Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are past due 30 days or more or in nonaccrual status (sum of Memorandum items 1.a through 1.f, columns A through C): |
|
RCFDK126 |
|
194 |
|
RCFDK127 |
|
143 |
|
RCFDK128 |
|
0 |
|
M.1.f. |
1. Loans secured by farmland in domestic offices |
|
RCONK130 |
|
0 |
|
RCONK131 |
|
0 |
|
RCONK132 |
|
0 |
|
M.1.f.1. |
2. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1.f.2. |
3. Loans to finance agricultural production and other loans to farmers |
|
RCFDK138 |
|
0 |
|
RCFDK139 |
|
0 |
|
RCFDK140 |
|
0 |
|
M.1.f.3. |
4. Loans to individuals for household, family, and other personal expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1.f.4. |
a. Credit cards |
|
RCFDK274 |
|
0 |
|
RCFDK275 |
|
143 |
|
RCFDK276 |
|
0 |
|
M.1.f.4.a. |
b. Automobile loans |
|
RCFDK277 |
|
0 |
|
RCFDK278 |
|
0 |
|
RCFDK279 |
|
0 |
|
M.1.f.4.b. |
c. Other (includes revolving credit plans other than credit cards and other consumer loans) |
|
RCFDK280 |
|
0 |
|
RCFDK281 |
|
0 |
|
RCFDK282 |
|
0 |
|
M.1.f.4.c. |
g. Total loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above and not reported in Schedule RC-C, Part I, Memorandum item 1 (sum of items Memorandum item 1.a.(1) through Memorandum item 1.f)(1) |
|
RCFDHK26 |
|
81,238 |
|
RCFDHK27 |
|
143 |
|
RCFDHK28 |
|
153,315 |
|
M.1.g. |
(1) Exclude amounts reported in Memorandum items 1.f.(1) through 1.f.(4) when calculating the total in Memorandum item 1.g.
Dollar amounts in thousands |
|
(Column A) Past due 30 through
|
|
(Column B) Past due 90 days or
|
|
|
||||
6. Derivative contracts: Fair value of amounts carried as assets |
|
RCFD3529 |
|
0 |
|
RCFD3530 |
|
0 |
|
M.6. |
Dollar amounts in thousands |
|
|
|
|
|
|
Memorandum items 7, 8, 9.a, and 9.b are to be completed semiannually in the June and December reports only. |
|
|
|
|
|
|
7. Additions to nonaccrual assets during the previous six months |
|
RCFDC410 |
|
NR |
|
M.7. |
8. Nonaccrual assets sold during the previous six months |
|
RCFDC411 |
|
NR |
|
M.8. |
Dollar amounts in thousands |
|
(Column A) Past due 30
|
|
(Column B) Past due 90
|
|
(Column C) Nonaccrual |
|
|
||||||
9. Purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Stament of Position 03-3):(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.9. |
a. Outstanding balance |
|
RCFDL183 |
|
NR |
|
RCFDL184 |
|
NR |
|
RCFDL185 |
|
NR |
|
M.9.a. |
b. Amount included in Schedule RC-N, items 1 through 7, above |
|
RCFDL186 |
|
NR |
|
RCFDL187 |
|
NR |
|
RCFDL188 |
|
NR |
|
M.9.b. |
(2) Memorandum items 9.a and 9.b should be completed only by institutions that have not yet adopted ASU 2016-13.
Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments
All FDIC-insured depository institutions must complete items 1 through 9, 10, and 11, Memorandum item 1, and, if applicable, item 9.a, Memorandum items 2, 3, and 6 through 18 each quarter. Unless otherwise indicated, complete items 1 through 11 and Memorandum items 1 through 3 on an unconsolidated single FDIC certificate number basis (see instructions) and complete Memorandum items 6 through 18 on a fully consolidated basis.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations |
|
RCFDF236 |
|
138,472,573 |
|
1. |
2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions (including foreign deposits) |
|
RCFDF237 |
|
5,017,280 |
|
2. |
3. Total foreign deposits, including interest accrued and unpaid thereon (included in item 2 above) |
|
RCFNF234 |
|
5,017,280 |
|
3. |
4. Average consolidated total assets for the calendar quarter |
|
RCFDK652 |
|
184,896,217 |
|
4. |
a. Averaging method used (for daily averaging, enter 1; for weekly averaging, enter 2) |
|
RCFDK653 |
|
1 |
|
4.a. |
5. Average tangible equity for the calendar quarter(1) |
|
RCFDK654 |
|
20,408,111 |
|
5. |
6. Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions |
|
RCFDK655 |
|
0 |
|
6. |
7. Unsecured Other borrowings with a remaining maturity of (sum of items 7.a through 7.d must be less than or equal to Schedule RC-M, items 5.b.(1)(a)-(d) minus item 10.b): |
|
|
|
|
|
7. |
a. One year or less |
|
RCFDG465 |
|
604,058 |
|
7.a. |
b. Over one year through three years |
|
RCFDG466 |
|
3,679,209 |
|
7.b. |
c. Over three years through five years |
|
RCFDG467 |
|
10,526 |
|
7.c. |
d. Over five years |
|
RCFDG468 |
|
1,699,292 |
|
7.d. |
8. Subordinated notes and debentures with a remaining maturity of (sum of items 8.a through 8.d must equal Schedule RC, item 19): |
|
|
|
|
|
8. |
a. One year or less |
|
RCFDG469 |
|
1,249,938 |
|
8.a. |
b. Over one year through three years |
|
RCFDG470 |
|
0 |
|
8.b. |
c. Over three years through five years |
|
RCFDG471 |
|
0 |
|
8.c. |
d. Over five years |
|
RCFDG472 |
|
2,986,460 |
|
8.d. |
9. Brokered reciprocal deposits (included in Schedule RC-E, Part I, Memorandum item 1.b) |
|
RCONG803 |
|
0 |
|
9. |
Item 9.a is to be completed on a fully consolidated basis by all institutions that own another insured depository institution. |
|
|
|
|
|
|
a. Fully consolidated brokered reciprocal deposits |
|
RCONL190 |
|
NR |
|
9.a. |
10. Bankers bank certification: Does the reporting institution meet both the statutory definition of a bankers bank and the business conduct test set forth in FDIC regulations? If the answer to item 10 is YES, complete items 10.a and 10.b. |
|
RCFDK656 |
|
No |
|
10. |
If the answer to item 10 is YES, complete items 10.a and 10.b. |
|
|
|
|
|
|
a. Bankers bank deduction |
|
RCFDK657 |
|
|
|
10.a. |
b. Bankers bank deduction limit |
|
RCFDK658 |
|
|
|
10.b. |
11. Custodial bank certification: Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations? If the answer to item 11 is YES, complete items 11.a and 11.b |
|
RCFDK659 |
|
Yes |
|
11. |
If the answer to item 11 is YES, complete items 11.a and 11.b. |
|
|
|
|
|
|
a. Custodial bank deduction |
|
RCFDK660 |
|
59,887,735 |
|
11.a. |
b. Custodial bank deduction limit |
|
RCFDK661 |
|
947,185 |
|
11.b. |
1. Total deposit liabilities of the bank (including related interest accrued and unpaid) less allowable exclusions (including related interest accrued and unpaid) (sum of Memorandum items 1.a.(1), 1.b.(1), 1.c.(1), and 1.d.(1) must equal Schedule RC-O, item 1 less item 2): |
|
|
|
|
|
M.1. |
a. Deposit accounts (excluding retirement accounts) of $250,000 or less:(1) |
|
|
|
|
|
M.1.a. |
1. Amount of deposit accounts (excluding retirement accounts) of $250,000 or less |
|
RCONF049 |
|
40,761,648 |
|
M.1.a.1. |
2. Number of deposit accounts (excluding retirement accounts) of $250,000 or less |
|
RCONF050 |
|
1358116 |
|
M.1.a.2. |
b. Deposit accounts (excluding retirement accounts) of more than $250,000:(1) |
|
|
|
|
|
M.1.b. |
1. Amount of deposit accounts (excluding retirement accounts) of more than $250,000 |
|
RCONF051 |
|
92,693,645 |
|
M.1.b.1. |
2. Number of deposit accounts (excluding retirement accounts) of more than $250,000 |
|
RCONF052 |
|
33839 |
|
M.1.b.2. |
c. Retirement deposit accounts of $250,000 or less:(1) |
|
|
|
|
|
M.1.c. |
1. Amount of retirement deposit accounts of $250,000 or less |
|
RCONF045 |
|
0 |
|
M.1.c.1. |
2. Number of retirement deposit accounts of $250,000 or less |
|
RCONF046 |
|
0 |
|
M.1.c.2. |
d. Retirement deposit accounts of more than $250,000:(1) |
|
|
|
|
|
M.1.d. |
1. Amount of retirement deposit accounts of more than $250,000 |
|
RCONF047 |
|
0 |
|
M.1.d.1. |
(1) See instructions for averaging methods. For deposit insurance assessment purposes, tangible equity is defined as Tier 1 capital as set forth in the banking agencies regulatory capital standards and reported in Schedule RC-R, Part I, item 26, except as described in the instructions.
(1) The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date.
Dollar amounts in thousands |
|
|
|
|
|
|
2. Number of retirement deposit accounts of more than $250,000 |
|
RCONF048 |
|
0 |
|
M.1.d.2. |
Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. |
|
|
|
|
|
|
2. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions, including related interest accrued and unpaid (see instructions)(3) |
|
RCON5597 |
|
83,774,660 |
|
M.2. |
3. Has the reporting institution been consolidated with a parent bank or savings association in that parent banks or parent savings associations Call Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: |
|
|
|
|
|
M.3. |
a. Legal title |
|
TEXTA545 |
|
NR |
|
M.3.a. |
b. FDIC Certificate Number |
|
RCONA545 |
|
0 |
|
M.3.b. |
4. Dually payable deposits in the reporting institutions foreign branches |
|
RCFNGW43 |
|
0 |
|
M.4. |
5. Not applicable |
|
|
|
|
|
M.5. |
Memorandum items 6 through 12 are to be completed by large institutions and highly complex institutions as defined in FDIC regulations. |
|
|
|
|
|
|
6. Criticized and classified items: |
|
|
|
|
|
M.6. |
a. Special mention |
|
RCFDK663 |
|
CONF |
|
M.6.a. |
b. Substandard |
|
RCFDK664 |
|
CONF |
|
M.6.b. |
c. Doubtful |
|
RCFDK665 |
|
CONF |
|
M.6.c. |
d. Loss |
|
RCFDK666 |
|
CONF |
|
M.6.d. |
7. Nontraditional 1-4 family residential mortgage loans as defined for assessment purposes only in FDIC regulations: |
|
|
|
|
|
M.7. |
a. Nontraditional 1-4 family residential mortgage loans |
|
RCFDN025 |
|
CONF |
|
M.7.a. |
b. Securitizations of nontraditional 1-4 family residential mortgage loans |
|
RCFDN026 |
|
CONF |
|
M.7.b. |
8. Higher-risk consumer loans as defined for assessment purposes only in FDIC regulations: |
|
|
|
|
|
M.8. |
a. Higher-risk consumer loans |
|
RCFDN027 |
|
CONF |
|
M.8.a. |
b. Securitizations of higher-risk consumer loans |
|
RCFDN028 |
|
CONF |
|
M.8.b. |
9. Higher-risk commercial and industrial loans and securities as defined for assessment purposes only in FDIC regulations: |
|
|
|
|
|
M.9. |
a. Higher-risk commercial and industrial loans and securities |
|
RCFDN029 |
|
CONF |
|
M.9.a. |
b. Securitizations of higher-risk commercial and industrial loans and securities |
|
RCFDN030 |
|
CONF |
|
M.9.b. |
10. Commitments to fund construction, land development, and other land loans secured by real estate for the consolidated bank: |
|
|
|
|
|
M.10. |
a. Total unfunded commitments |
|
RCFDK676 |
|
1,662,278 |
|
M.10.a. |
b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC) |
|
RCFDK677 |
|
0 |
|
M.10.b. |
11. Amount of other real estate owned recoverable from the U.S. government under guarantee or insurance provisions (excluding FDIC loss-sharing agreements) |
|
RCFDK669 |
|
0 |
|
M.11. |
12. Nonbrokered time deposits of more than $250,000 in domestic offices (included in Schedule RC-E, Memorandum item 2.d) |
|
RCONK678 |
|
22,536,976 |
|
M.12. |
Memorandum item 13.a is to be completed by large institutions and highly complex institutions as defined in FDIC regulations. Memorandum items 13.b through 13.h are to be completed by large institutions only. |
|
|
|
|
|
|
13. Portion of funded loans and securities in domestic and foreign offices guaranteed or insured by the U.S. government (including FDIC loss-sharing agreements): |
|
|
|
|
|
M.13. |
a. Construction, land development, and other land loans secured by real estate |
|
RCFDN177 |
|
0 |
|
M.13.a. |
b. Loans secured by multifamily residential and nonfarm nonresidential properties |
|
RCFDN178 |
|
0 |
|
M.13.b. |
c. Closed-end loans secured by first liens on 1-4 family residential properties |
|
RCFDN179 |
|
301,531 |
|
M.13.c. |
d. Closed-end loans secured by junior liens on 1-4 family residential properties and revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCFDN180 |
|
0 |
|
M.13.d. |
e. Commercial and industrial loans |
|
RCFDN181 |
|
0 |
|
M.13.e. |
f. Credit card loans to individuals for household, family, and other personal expenditures |
|
RCFDN182 |
|
0 |
|
M.13.f. |
g. All other loans to individuals for household, family, and other personal expenditures |
|
RCFDN183 |
|
67,912 |
|
M.13.g. |
h. Non-agency residential mortgage-backed securities |
|
RCFDM963 |
|
0 |
|
M.13.h. |
Memorandum items 14 and 15 are to be completed by highly complex institutions as defined in FDIC regulations. |
|
|
|
|
|
|
14. Amount of the institutions largest counterparty exposure |
|
RCFDK673 |
|
CONF |
|
M.14. |
15. Total amount of the institutions 20 largest counterparty exposures |
|
RCFDK674 |
|
CONF |
|
M.15. |
Memorandum item 16 is to be completed by large institutions and highly complex institutions as defined in FDIC regulations. |
|
|
|
|
|
|
16. Portion of loans restructured in troubled debt restructurings that are in compliance with their modified terms and are guaranteed or insured by the U.S. government (including the FDIC) (included in Schedule RC-C, part I, Memorandum item 1) |
|
RCFDL189 |
|
145,845 |
|
M.16. |
(3) Uninsured deposits should be estimated based on the deposit insurance limits set forth in Memorandum items 1.a through 1.d.
Dollar amounts in thousands |
|
|
|
|
|
|
Memorandum item 17 is to be completed on a fully consolidated basis by those large institutions and highly complex institutions as defined in FDIC regulations that own another insured depository institution. |
|
|
|
|
|
|
17. Selected fully consolidated data for deposit insurance assessment purposes: |
|
|
|
|
|
M.17. |
a. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations |
|
RCFDL194 |
|
NR |
|
M.17.a. |
b. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions (including foreign deposits) |
|
RCFDL195 |
|
NR |
|
M.17.b. |
c. Unsecured Other borrowings with a remaining maturity of one year or less |
|
RCFDL196 |
|
NR |
|
M.17.c. |
d. Estimated amount of uninsured deposits in domestic offices of the institution and in insured branches in Puerto Rico and U.S. territories and possessions, including related interest accrued and unpaid |
|
RCONL197 |
|
NR |
|
M.17.d. |
|
|
(Column A) |
|
(Column B) |
|
(Column C) |
|
(Column D) |
|
(Column E) |
|
(Column F) |
|
(Column G) |
|
(Column H) |
|
(Column I) |
|
(Column J) |
|
(Column K) |
|
(Column L) |
|
(Column M) |
|
|
|
|
|
|
Dollar amounts in thousands |
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
Two-Year
|
|
(Column N)
|
|
(Column O)
|
|
|
18.Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.18. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a. Nontraditional 1-4 family residential mortgage loans as defined for assessment purposes only in FDIC regulations |
|
RCFDM964 |
|
RCFDM965 |
|
RCFDM966 |
|
RCFDM967 |
|
RCFDM968 |
|
RCFDM969 |
|
RCFDM970 |
|
RCFDM971 |
|
RCFDM972 |
|
RCFDM973 |
|
RCFDM974 |
|
RCFDM975 |
|
RCFDM976 |
|
RCFDM977 |
|
RCFDM978 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.a. |
b. Closed-end loans secured by first liens on 1-4 family residential properties |
|
RCFDM979 |
|
RCFDM980 |
|
RCFDM981 |
|
RCFDM982 |
|
RCFDM983 |
|
RCFDM984 |
|
RCFDM985 |
|
RCFDM986 |
|
RCFDM987 |
|
RCFDM988 |
|
RCFDM989 |
|
RCFDM990 |
|
RCFDM991 |
|
RCFDM992 |
|
RCFDM993 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.b. |
c. Closed-end loans secured by junior liens on 1-4 family residential properties |
|
RCFDM994 |
|
RCFDM995 |
|
RCFDM996 |
|
RCFDM997 |
|
RCFDM998 |
|
RCFDM999 |
|
RCFDN001 |
|
RCFDN002 |
|
RCFDN003 |
|
RCFDN004 |
|
RCFDN005 |
|
RCFDN006 |
|
RCFDN007 |
|
RCFDN008 |
|
RCFDN009 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.c. |
d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCFDN010 |
|
RCFDN011 |
|
RCFDN012 |
|
RCFDN013 |
|
RCFDN014 |
|
RCFDN015 |
|
RCFDN016 |
|
RCFDN017 |
|
RCFDN018 |
|
RCFDN019 |
|
RCFDN020 |
|
RCFDN021 |
|
RCFDN022 |
|
RCFDN023 |
|
RCFDN024 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.d. |
e. Credit cards |
|
RCFDN040 |
|
RCFDN041 |
|
RCFDN042 |
|
RCFDN043 |
|
RCFDN044 |
|
RCFDN045 |
|
RCFDN046 |
|
RCFDN047 |
|
RCFDN048 |
|
RCFDN049 |
|
RCFDN050 |
|
RCFDN051 |
|
RCFDN052 |
|
RCFDN053 |
|
RCFDN054 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.e. |
f. Automobile loans |
|
RCFDN055 |
|
RCFDN056 |
|
RCFDN057 |
|
RCFDN058 |
|
RCFDN059 |
|
RCFDN060 |
|
RCFDN061 |
|
RCFDN062 |
|
RCFDN063 |
|
RCFDN064 |
|
RCFDN065 |
|
RCFDN066 |
|
RCFDN067 |
|
RCFDN068 |
|
RCFDN069 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.f. |
g. Student loans |
|
RCFDN070 |
|
RCFDN071 |
|
RCFDN072 |
|
RCFDN073 |
|
RCFDN074 |
|
RCFDN075 |
|
RCFDN076 |
|
RCFDN077 |
|
RCFDN078 |
|
RCFDN079 |
|
RCFDN080 |
|
RCFDN081 |
|
RCFDN082 |
|
RCFDN083 |
|
RCFDN084 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.g. |
h. Other consumer loans and revolving credit plans other than credit cards |
|
RCFDN085 |
|
RCFDN086 |
|
RCFDN087 |
|
RCFDN088 |
|
RCFDN089 |
|
RCFDN090 |
|
RCFDN091 |
|
RCFDN092 |
|
RCFDN093 |
|
RCFDN094 |
|
RCFDN095 |
|
RCFDN096 |
|
RCFDN097 |
|
RCFDN098 |
|
RCFDN099 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.h. |
i. Consumer leases |
|
RCFDN100 |
|
RCFDN101 |
|
RCFDN102 |
|
RCFDN103 |
|
RCFDN104 |
|
RCFDN105 |
|
RCFDN106 |
|
RCFDN107 |
|
RCFDN108 |
|
RCFDN109 |
|
RCFDN110 |
|
RCFDN111 |
|
RCFDN112 |
|
RCFDN113 |
|
RCFDN114 |
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
M.18.i. |
j. Total |
|
RCFDN115 |
|
RCFDN116 |
|
RCFDN117 |
|
RCFDN118 |
|
RCFDN119 |
|
RCFDN120 |
|
RCFDN121 |
|
RCFDN122 |
|
RCFDN123 |
|
RCFDN124 |
|
RCFDN125 |
|
RCFDN126 |
|
RCFDN127 |
|
RCFDN128 |
|
|
|
|
|
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
CONF |
|
|
|
M.18.j. |
Schedule RC-P - 1-4 Family Residential Mortgage Banking Activities in Domestic Offices
Schedule RC-P is to be completed by banks at which either 1-4 family residential mortgage loan originations and purchases for resale from all sources, loan sales, or quarter-end loans held for sale or trading in domestic offices exceed $10 million for two consecutive quarters.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Retail originations during the quarter of 1-4 family residential mortgage loans for sale(1) |
|
RCONHT81 |
|
164,762 |
|
1. |
2. Wholesale originations and purchases during the quarter of 1-4 family residential mortgage loans for sale(2) |
|
RCONHT82 |
|
207,887 |
|
2. |
3. 1-4 family residential mortgage loans sold during the quarter |
|
RCONFT04 |
|
351,891 |
|
3. |
4. 1-4 family residential mortgage loans held for sale or trading at quarter-end (included in Schedule RC, items 4.a and 5) |
|
RCONFT05 |
|
58,088 |
|
4. |
5. Noninterest income for the quarter from the sale, securitization, and servicing of 1-4 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i) |
|
RIADHT85 |
|
509 |
|
5. |
6. Repurchases and indemnifications of 1-4 family residential mortgage loans during the quarter |
|
RCONHT86 |
|
0 |
|
6. |
7. Representation and warranty reserves for 1-4 family residential mortgage loans sold: |
|
|
|
|
|
7. |
a. For representations and warranties made to U.S. government agencies and government-sponsored agencies |
|
RCONL191 |
|
CONF |
|
7.a. |
b. For representations and warranties made to other parties |
|
RCONL192 |
|
CONF |
|
7.b. |
c. Total representation and warranty reserves (sum of items 7.a and 7.b) |
|
RCONM288 |
|
4,284 |
|
7.c. |
Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis
Schedule RC-Q is to be completed by banks that:
(1) Have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or
(2) Are required to complete Schedule RC-D, Trading Assets and Liabilities.
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
1. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading purposes(1) |
|
RCFDJA36 |
|
RCFDG474 |
|
RCFDG475 |
|
RCFDG476 |
|
RCFDG477 |
|
|
|
41,555,921 |
|
0 |
|
25,081,015 |
|
16,360,180 |
|
114,726 |
|
1. |
|
2. Federal funds sold and securities purchased under agreements to resell |
|
RCFDG478 |
|
RCFDG479 |
|
RCFDG480 |
|
RCFDG481 |
|
RCFDG482 |
|
|
|
29,113 |
|
0 |
|
0 |
|
29,113 |
|
0 |
|
2. |
|
3. Loans and leases held for sale |
|
RCFDG483 |
|
RCFDG484 |
|
RCFDG485 |
|
RCFDG486 |
|
RCFDG487 |
|
|
|
325,889 |
|
0 |
|
0 |
|
325,889 |
|
0 |
|
3. |
|
4. Loans and leases held for investment |
|
RCFDG488 |
|
RCFDG489 |
|
RCFDG490 |
|
RCFDG491 |
|
RCFDG492 |
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
4. |
|
5. Trading assets: |
|
|
|
|
|
|
|
|
|
|
|
5. |
a. Derivative assets |
|
RCFD3543 |
|
RCFDG493 |
|
RCFDG494 |
|
RCFDG495 |
|
RCFDG496 |
|
|
|
2,921,643 |
|
31,394,136 |
|
298,090 |
|
33,614,815 |
|
402,874 |
|
5.a. |
|
b. Other trading assets |
|
RCFDG497 |
|
RCFDG498 |
|
RCFDG499 |
|
RCFDG500 |
|
RCFDG501 |
|
|
|
26,691,816 |
|
0 |
|
21,896,258 |
|
4,099,017 |
|
696,541 |
|
5.b. |
|
1. Nontrading securities at fair value with changes in fair value reported in current earnings (included in Schedule RC-Q, item 5.b, above) |
|
RCFDF240 |
|
RCFDF684 |
|
RCFDF692 |
|
RCFDF241 |
|
RCFDF242 |
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
5.b.1. |
|
6. All other assets |
|
RCFDG391 |
|
RCFDG392 |
|
RCFDG395 |
|
RCFDG396 |
|
RCFDG804 |
|
|
|
119,637 |
|
289,999 |
|
0 |
|
409,636 |
|
0 |
|
6. |
|
7. Total assets measured at fair value on a recurring basis (sum of items 1 through 5.b plus item 6) |
|
RCFDG502 |
|
RCFDG503 |
|
RCFDG504 |
|
RCFDG505 |
|
RCFDG506 |
|
|
|
71,644,019 |
|
31,684,135 |
|
47,275,363 |
|
54,838,650 |
|
1,214,141 |
|
7. |
|
8. Deposits |
|
RCFDF252 |
|
RCFDF686 |
|
RCFDF694 |
|
RCFDF253 |
|
RCFDF254 |
|
|
|
7,949,351 |
|
0 |
|
0 |
|
7,096,339 |
|
853,012 |
|
8. |
|
9. Federal funds purchased and securities sold under agreements to repurchase |
|
RCFDG507 |
|
RCFDG508 |
|
RCFDG509 |
|
RCFDG510 |
|
RCFDG511 |
|
|
|
458,531 |
|
0 |
|
0 |
|
458,531 |
|
0 |
|
9. |
|
10. Trading liabilities: |
|
|
|
|
|
|
|
|
|
|
|
10. |
a. Derivative liabilities |
|
RCFD3547 |
|
RCFDG512 |
|
RCFDG513 |
|
RCFDG514 |
|
RCFDG515 |
|
|
|
2,142,796 |
|
33,041,582 |
|
202,643 |
|
34,681,824 |
|
299,911 |
|
10.a. |
|
b. Other trading liabilities |
|
RCFDG516 |
|
RCFDG517 |
|
RCFDG518 |
|
RCFDG519 |
|
RCFDG520 |
|
|
|
1,908,318 |
|
0 |
|
948,601 |
|
959,717 |
|
0 |
|
10.b. |
|
11. Other borrowed money |
|
RCFDG521 |
|
RCFDG522 |
|
RCFDG523 |
|
RCFDG524 |
|
RCFDG525 |
|
|
|
|
328,038 |
|
0 |
|
0 |
|
323,102 |
|
4,936 |
|
11. |
(1) Exclude originations and purchases of 14 family residential mortgage loans that are held for investment.
(1) For institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities, the amount reported in item 1, column A, must equal the sum of Schedule RC, items 2.b and 2.c. For institutions that have not adopted ASU 2016-01, the amount reported in item 1, column A, must equal Schedule RC, item 2.b.
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
12. Subordinated notes and debentures |
|
RCFDG526 |
|
RCFDG527 |
|
RCFDG528 |
|
RCFDG529 |
|
RCFDG530 |
|
|
|
|
2,230,101 |
|
0 |
|
0 |
|
2,230,101 |
|
0 |
|
12. |
13. All other liabilities |
|
RCFDG805 |
|
RCFDG806 |
|
RCFDG807 |
|
RCFDG808 |
|
RCFDG809 |
|
|
|
|
42,804 |
|
284,813 |
|
0 |
|
327,279 |
|
338 |
|
13. |
14. Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13) |
|
RCFDG531 |
|
RCFDG532 |
|
RCFDG533 |
|
RCFDG534 |
|
RCFDG535 |
|
|
|
|
15,059,939 |
|
33,326,395 |
|
1,151,244 |
|
46,076,893 |
|
1,158,197 |
|
14. |
1. All other assets (itemize and describe amounts included in Schedule RC-Q, item 6, that are greater than $100,000 and exceed 25% of item 6): |
|
|
|
|
|
|
|
|
|
|
|
M.1. |
a. Mortgage servicing assets |
|
RCFDG536 |
|
RCFDG537 |
|
RCFDG538 |
|
RCFDG539 |
|
RCFDG540 |
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
M.1.a |
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
b. Nontrading derivative assets |
|
RCFDG541 |
|
RCFDG542 |
|
RCFDG543 |
|
RCFDG544 |
|
RCFDG545 |
|
|
|
|
112,637 |
|
289,999 |
|
NR |
|
402,636 |
|
NR |
|
M.1.b |
Dollar amounts in thousands |
|
|
|
|
|
|
c. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.1.c. |
1. Describe component |
|
TEXTG546 |
|
|
|
M.1.c.1. |
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG546 |
|
RCFDG547 |
|
RCFDG548 |
|
RCFDG549 |
|
RCFDG550 |
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
M.1.c.2. |
Dollar amounts in thousands |
|
|
|
|
|
|
d. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.1.d. |
1. Describe component |
|
TEXTG551 |
|
|
|
M.1.d.1. |
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG551 |
|
RCFDG552 |
|
RCFDG553 |
|
RCFDG554 |
|
RCFDG555 |
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
M.1.d.2. |
Dollar amounts in thousands |
|
|
|
|
|
|
e. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.1.e. |
1. Describe component |
|
TEXTG556 |
|
|
|
M.1.e.1. |
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG556 |
|
RCFDG557 |
|
RCFDG558 |
|
RCFDG559 |
|
RCFDG560 |
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
M.1.e.2. |
Dollar amounts in thousands |
|
|
|
|
|
|
f. Disclose component and the dollar amount of that component: |
|
|
|
|
|
M.1.f. |
1. Describe component |
|
TEXTG561 |
|
|
|
M.1.f.1. |
Dollar amounts in thousands |
|
(Column A) Total
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG561 |
|
RCFDG562 |
|
RCFDG563 |
|
RCFDG564 |
|
RCFDG565 |
|
M.1.f.2. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
2. All other liabilities (itemize and describe amounts included in Schedule RC-Q, item 13, that are greater than $100,000 and exceed 25% of item 13): |
|
|
|
|
|
|
|
|
|
|
|
M.2. |
a. Loan commitments (not accounted for as derivatives) |
|
RCFDF261 |
|
RCFDF689 |
|
RCFDF697 |
|
RCFDF262 |
|
RCFDF263 |
|
M.2.a. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
b. Nontrading derivative liabilities |
|
RCFDG566 |
|
RCFDG567 |
|
RCFDG568 |
|
RCFDG569 |
|
RCFDG570 |
|
M.2.b. |
|
|
42,804 |
|
284,813 |
|
NR |
|
327,279 |
|
338 |
|
|
Dollar amounts in thousands |
|
|
|
|
c. Disclose component and the dollar amount of that component: |
|
|
|
M.2.c. |
1. Describe component |
|
TEXTG571 |
|
M.2.c.1. |
Dollar amounts in thousands |
|
(Column A) Total
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG571 |
|
RCFDG572 |
|
RCFDG573 |
|
RCFDG574 |
|
RCFDG575 |
|
M.2.c.2. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Dollar amounts in thousands |
|
|
|
|
d. Disclose component and the dollar amount of that component: |
|
|
|
M.2.d. |
1. Describe component |
|
TEXTG576 |
|
M.2.d.1. |
Dollar amounts in thousands |
|
(Column A) Total
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG576 |
|
RCFDG577 |
|
RCFDG578 |
|
RCFDG579 |
|
RCFDG580 |
|
M.2.d.2. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Dollar amounts in thousands |
|
|
|
|
e. Disclose component and the dollar amount of that component: |
|
|
|
M.2.e. |
1. Describe component |
|
TEXTG581 |
|
M.2.e.1. |
Dollar amounts in thousands |
|
(Column A) Total
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG581 |
|
RCFDG582 |
|
RCFDG583 |
|
RCFDG584 |
|
RCFDG585 |
|
M.2.e.2. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Dollar amounts in thousands |
|
|
f. Disclose component and the dollar amount of that component: |
|
M.2.f. |
1. Describe component |
|
M.2.f.1. |
(TEXTG586) |
|
|
Dollar amounts in thousands |
|
(Column A) Total
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
|
2. Amount of component |
|
RCFDG586 |
|
RCFDG587 |
|
RCFDG588 |
|
RCFDG589 |
|
RCFDG590 |
|
M.2.f.2. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Dollar amounts in thousands |
|
Consolidated Bank |
|
|
||
3. Loans measured at fair value (included in Schedule RC-C, Part I, items 1 through 9): |
|
|
|
|
|
M.3. |
a. Loans secured by real estate: |
|
|
|
|
|
M.3.a. |
1. Secured by 1-4 family residential properties |
|
RCFDHT87 |
|
0 |
|
M.3.a.1. |
2. All other loans secured by real estate |
|
RCFDHT88 |
|
283,876 |
|
M.3.a.2. |
b. Commercial and industrial loans |
|
RCFDF585 |
|
42,013 |
|
M.3.b. |
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
|
RCFDHT89 |
|
0 |
|
M.3.c. |
d. Other loans |
|
RCFDF589 |
|
0 |
|
M.3.d. |
4. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-Q, Memorandum item 3): |
|
|
|
|
|
M.4. |
a. Loans secured by real estate: |
|
|
|
|
|
M.4.a. |
1. Secured by 1-4 family residential properties |
|
RCFDHT91 |
|
0 |
|
M.4.a.1. |
2. All other loans secured by real estate |
|
RCFDHT92 |
|
282,839 |
|
M.4.a.2. |
b. Commercial and industrial loans |
|
RCFDF597 |
|
42,000 |
|
M.4.b. |
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
|
RCFDHT93 |
|
0 |
|
M.4.c. |
d. Other loans |
|
RCFDF601 |
|
0 |
|
M.4.d. |
Schedule RC-R Part I - Regulatory Capital Components and Ratios
Part I is to be completed on a consolidated basis.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares |
|
RCFAP742 |
|
16,077,112 |
|
1. |
2. Retained earnings(1) |
|
RCFAKW00 |
|
3,202,701 |
|
2. |
To be completed only by institutions that have adopted ASU 2016-13: |
|
|
|
|
|
|
a. Does your institution have a CECL transition election in effect as of the quarter-end report date? (enter 1 for Yes; enter 0 for No.) |
|
RCOAJJ29 |
|
NR |
|
2.a. |
3. Accumulated other comprehensive income (AOCI) |
|
RCFAB530 |
|
24,814 |
|
3. |
a. AOCI opt-out election (enter 1 for Yes; enter 0 for No.) (Advanced approaches institutions must enter 0 for No.) |
|
RCOAP838 |
|
0 |
|
3.a. |
4. Common equity tier 1 minority interest includable in common equity tier 1 capital |
|
RCFAP839 |
|
0 |
|
4. |
5. Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4) |
|
RCFAP840 |
|
19,304,627 |
|
5. |
6. LESS: Goodwill net of associated deferred tax liabilities (DTLs) |
|
RCFAP841 |
|
1,242,000 |
|
6. |
7. LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of associated DTLs |
|
RCFAP842 |
|
16,246 |
|
7. |
8. LESS: Deferred tax assets (DTAs) that arise from net operating loss and tax credit carryforwards, net of any related valuation allowances and net of DTLs |
|
RCFAP843 |
|
10,321 |
|
8. |
9. AOCI-related adjustments (items 9.a through 9.e are effective January 1, 2015) (if entered 1 for Yes in item 3.a, complete only items 9.a through 9.e; if entered 0 for No in item 3.a, complete only item 9.f): |
|
|
|
|
|
9. |
a. LESS: Net unrealized gains (losses) on available-for-sale securities (if a gain, report as a positive value; if a loss, report as a negative value)(2) |
|
RCFAP844 |
|
NR |
|
9.a. |
b. LESS: Net unrealized loss on available-for-sale preferred stock classified as an equity security under GAAP and available-for-sale equity exposures (report loss as a positive value)(3) |
|
RCFAP845 |
|
NR |
|
9.b. |
c. LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive value; if a loss, report as a negative value) |
|
RCFAP846 |
|
NR |
|
9.c. |
d. LESS: Amounts recorded in AOCI attributed to defined benefit postretirement plans resulting from the initial and subsequent application of the relevant GAAP standards that pertain to such plans (if a gain, report as a positive value; if a loss, report as a negative value) |
|
RCFAP847 |
|
NR |
|
9.d. |
e. LESS: Net unrealized gains (losses) on held-to-maturity securities that are included in AOCI (if a gain, report as a positive value; if a loss, report as a negative value) |
|
RCFAP848 |
|
NR |
|
9.e. |
f. LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relate to the hedging of items that are not recognized at fair value on the balance sheet (if a gain, report as a positive value; if a loss, report as a negative value) (To be completed only by institutions that entered 0 for No in item 3.a) |
|
RCFAP849 |
|
-149,534 |
|
9.f. |
10. Other deductions from (additions to) common equity tier 1 capital before threshold-based deductions: |
|
|
|
|
|
10. |
a. LESS: Unrealized net gain (loss) related to changes in the fair value of liabilities that are due to changes in own credit risk (if a gain, report as a positive value; if a loss, report as a negative value) |
|
RCFAQ258 |
|
207,101 |
|
10.a. |
b. LESS: All other deductions from (additions to) common equity tier 1 capital before threshold-based deductions |
|
RCFAP850 |
|
15,139 |
|
10.b. |
11. LESS: Non-significant investments in the capital of unconsolidated financial institutions in the form of common stock that exceed the 10 percent threshold for non-significant investments |
|
RCFAP851 |
|
0 |
|
11. |
12. Subtotal (item 5 minus items 6 through 11) |
|
RCFAP852 |
|
17,963,354 |
|
12. |
13. LESS: Significant investments in the capital of unconsolidated financial institutions in the form of common stock, net of associated DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold |
|
RCFAP853 |
|
0 |
|
13. |
14. LESS: MSAs, net of associated DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold |
|
RCFAP854 |
|
0 |
|
14. |
15. LESS: DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold |
|
RCFAP855 |
|
0 |
|
15. |
16. LESS: Amount of significant investments in the capital of unconsolidated financial institutions in the form of common stock, net of associated DTLs; MSAs, net of associated DTLs; and DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs; that exceeds the 15 percent common equity tier 1 capital deduction threshold |
|
RCFAP856 |
|
0 |
|
16. |
17. LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of additional tier 1 capital and tier 2 capital to cover deductions |
|
RCFAP857 |
|
0 |
|
17. |
18. Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17) |
|
RCFAP858 |
|
0 |
|
18. |
19. Common equity tier 1 capital (item 12 minus item 18) |
|
RCFAP859 |
|
17,963,354 |
|
19. |
20. Additional tier 1 capital instruments plus related surplus |
|
RCFAP860 |
|
2,500,000 |
|
20. |
(1) Institutions that have adopted ASU 2016-13 and have elected to apply the CECL transition provision should include the applicable portion of the CECL transitional amount in this item.
(2) Institutions that entered 1 for Yes in item 3.a and have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities, should report net unrealized gains (losses) on available-for-sale debt securities in item 9.a. Institutions that entered 1 for Yes in item 3.a and have not adopted ASU 2016-01 should report net unrealized gains (losses) on available-for-sale debt and equity securities in item 9.a.
(3) Item 9.b is to be completed only by institutions that entered 1 for Yes in item 3.a and have not adopted ASU 2016-01. See instructions for further detail on ASU 2016-01.
Dollar amounts in thousands |
|
|
|
|
|
|
21. Non-qualifying capital instruments subject to phase out from additional tier 1 capital |
|
RCFAP861 |
|
0 |
|
21. |
22. Tier 1 minority interest not included in common equity tier 1 capital |
|
RCFAP862 |
|
0 |
|
22. |
23. Additional tier 1 capital before deductions (sum of items 20, 21, and 22) |
|
RCFAP863 |
|
2,500,000 |
|
23. |
24. LESS: Additional tier 1 capital deductions |
|
RCFAP864 |
|
0 |
|
24. |
25. Additional tier 1 capital (greater of item 23 minus item 24, or zero) |
|
RCFAP865 |
|
2,500,000 |
|
25. |
26. Tier 1 capital (sum of items 19 and 25) |
|
RCFA8274 |
|
20,463,354 |
|
26. |
27. Tier 2 capital instruments plus related surplus |
|
RCFAP866 |
|
2,450,000 |
|
27. |
28. Non-qualifying capital instruments subject to phase out from tier 2 capital |
|
RCFAP867 |
|
0 |
|
28. |
29. Total capital minority interest that is not included in tier 1 capital |
|
RCFAP868 |
|
0 |
|
29. |
30. Allowance for loan and lease losses and eligible credit reserves includable in tier 2 capital |
|
|
|
|
|
30. |
a. Allowance for loan and lease losses includable in tier 2 capital(1) |
|
RCFA5310 |
|
764,844 |
|
30.a. |
b. (Advanced approaches institutions that exit parallel run only): Eligible credit reserves includable in tier 2 capital |
|
RCFW5310 |
|
764,844 |
|
30.b. |
31. Unrealized gains on available-for-sale preferred stock classified as an equity security under GAAP and available-for-sale equity exposures includable in tier 2 capital(3) |
|
RCFAQ257 |
|
NR |
|
31. |
32. Tier 2 capital before deductions |
|
|
|
|
|
32. |
a. Tier 2 capital before deductions (sum of items 27 through 30.a, plus item 31) |
|
RCFAP870 |
|
3,214,844 |
|
32.a. |
b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital before deductions (sum of items 27 through 29, plus items 30.b and 31) |
|
RCFWP870 |
|
3,214,844 |
|
32.b. |
33. LESS: Tier 2 capital deductions |
|
RCFAP872 |
|
0 |
|
33. |
34. Tier 2 capital |
|
|
|
|
|
34. |
a. Tier 2 capital (greater of item 32.a minus item 33, or zero) |
|
RCFA5311 |
|
3,214,844 |
|
34.a. |
b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital (greater of item 32.b minus item 33, or zero) |
|
RCFW5311 |
|
3,214,844 |
|
34.b. |
35. Total capital |
|
|
|
|
|
35. |
a. Total capital (sum of items 26 and 34.a) |
|
RCFA3792 |
|
23,678,198 |
|
35.a. |
b. (Advanced approaches institutions that exit parallel run only): Total capital (sum of items 26 and 34.b) |
|
RCFW3792 |
|
23,678,198 |
|
35.b. |
36. Average total consolidated assets(1) |
|
RCFAKW03 |
|
184,896,217 |
|
36. |
37. LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 11, 13 through 17, and certain elements of item 24 - see instructions) |
|
RCFAP875 |
|
1,283,706 |
|
37. |
38. LESS: Other deductions from (additions to) assets for leverage ratio purposes |
|
RCFAB596 |
|
4,960 |
|
38. |
39. Total assets for the leverage ratio (item 36 minus items 37 and 38) |
|
RCFAA224 |
|
183,607,551 |
|
39. |
40. Total risk-weighted assets |
|
|
|
|
|
40. |
a. Total risk-weighted assets (from Schedule RC-R, Part II, item 31) |
|
RCFAA223 |
|
125,280,185 |
|
40.a. |
b. (Advanced approaches institutions that exit parallel run only): Total riskweighted assets using advanced approaches rule (from FFIEC 101 Schedule A, item 60) |
|
RCFWA223 |
|
125,280,185 |
|
40.b. |
(1) Institutions that have adopted ASU 2016-13 should report the adjusted allowances for credit losses (AACL), as defined in the regulatory capital rule, in item 30.a.
(3) Item 31 is to be completed only by institutions that have not adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See instructions for further detail on ASU 2016-01.
(1) Institutions that have adopted ASU 2016-13 and have elected to apply the transition provision should include the applicable portion of the CECL transitional amount to item 36 and item 45.a.
Dollar amounts in thousands |
|
(Column A) Percentage |
|
(Column B) Percentage |
|
|||||||
41.Common equity tier 1 capital ratio (Column A: item 19 divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 19 divided by item 40.b) |
|
RCFAP793 |
|
14.3385 |
% |
|
RCFWP793 |
|
14.3385 |
% |
|
41. |
42.Tier 1 capital ratio (Column A: item 26 divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 26 divided by item 40.b) |
|
RCFA7206 |
|
16.3341 |
% |
|
RCFW7206 |
|
16.3341 |
% |
|
42. |
43.Total capital ratio (Column A: item 35.a divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 35.b divided by item 40.b) |
|
RCFA7205 |
|
18.9002 |
% |
|
RCFW7205 |
|
18.9002 |
% |
|
43. |
Dollar amounts in thousands |
|
|
|
|
|
|
|
44. Tier 1 leverage ratio (item 26 divided by item 39) |
|
RCFA7204 |
|
11.1452 |
% |
|
44. |
45. Advanced approaches institutions only: Supplementary leverage ratio information: |
|
|
|
|
|
|
45. |
a. Total leverage exposure |
|
RCFAH015 |
|
257,358,474 |
|
|
45.a. |
b. Supplementary leverage ratio |
|
RCFAH036 |
|
7.9513 |
% |
|
45.b. |
46. Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments: |
|
|
|
|
|
|
46. |
a. Capital conservation buffer |
|
RCFAH311 |
|
9.8385 |
% |
|
46.a. |
b. (Advanced approaches institutions that exit parallel run only): Total applicable capital buffer |
|
RCFWH312 |
|
9.8385 |
% |
|
46.b. |
Institutions must complete items 47 and 48 if the amount in item 46.a (or the lower of item 46.a or 46.b for an advanced approaches institution that has exited parallel run) is less than or equal to the applicable minimum capital conservation buffer: |
|
RCFAH313 |
|
NR |
|
|
47. |
47. Eligible retained income |
|
|
|
|
|
|
|
48. Distributions and discretionary bonus payments during the quarter (effective January 1, 2016) |
|
RCFAH314 |
|
NR |
|
|
48. |
Schedule RC-R Part II - Risk-Weighted Assets
Institutions are required to assign a 100 percent risk weight to all assets not specifically assigned a risk weight under Subpart D of the federal banking agencies regulatory capital rules and not deducted from tier 1 or tier 2 capital.
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
(Column F)
|
|
(Column G)
|
|
(Column H)
|
|
(Column I)
|
|
(Column J)
|
|
|
1. Cash and balances due from depository institutions |
|
RCFDD957 |
|
RCFDS396 |
|
RCFDD958 |
|
|
|
|
|
|
|
RCFDD959 |
|
RCFDS397 |
|
RCFDD960 |
|
RCFDS398 |
|
|
|
|
12,624,857 |
|
0 |
|
11,427,073 |
|
|
|
|
|
|
|
999,219 |
|
2,683 |
|
103,905 |
|
91,977 |
|
1. |
2. Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
a. Held-to-maturity securities(3) |
|
RCFDD961 |
|
RCFDS399 |
|
RCFDD962 |
|
RCFDHJ74 |
|
RCFDHJ75 |
|
|
|
RCFDD963 |
|
RCFDD964 |
|
RCFDD965 |
|
RCFDS400 |
|
|
|
|
13,345,460 |
|
0 |
|
10,035,331 |
|
0 |
|
0 |
|
|
|
3,308,038 |
|
2,091 |
|
0 |
|
0 |
|
2.a. |
b. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading |
|
RCFDJA21 |
|
RCFDS402 |
|
RCFDD967 |
|
RCFDHJ76 |
|
RCFDHJ77 |
|
|
|
RCFDD968 |
|
RCFDD969 |
|
RCFDD970 |
|
RCFDS403 |
|
|
|
|
41,522,691 |
|
0 |
|
35,482,325 |
|
0 |
|
0 |
|
|
|
5,758,063 |
|
0 |
|
282,303 |
|
0 |
|
2.b. |
3. Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
a. Federal funds sold in domestic offices |
|
RCOND971 0 |
|
|
|
RCOND972 |
|
|
|
|
|
|
|
RCOND973 |
|
RCONS410 |
|
RCOND974 |
|
RCONS411 |
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
3.a. |
b. Securities purchased under agreements to resell |
|
RCFDH171 |
|
RCFDH172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,262,776 |
|
8,262,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.b. |
4. Loans and leases held for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
a. Residential mortgage exposures |
|
RCFDS413 |
|
RCFDS414 |
|
RCFDH173 |
|
|
|
|
|
|
|
RCFDS415 |
|
RCFDS416 |
|
RCFDS417 |
|
|
|
|
|
|
59,942 |
|
|
|
0 |
|
|
|
|
|
|
|
7 |
|
45,600 |
|
14,335 |
|
|
|
4.a. |
b. High volatility commercial real estate exposures |
|
RCFDS419 |
|
RCFDS420 |
|
RCFDH174 |
|
|
|
|
|
|
|
RCFDH175 |
|
RCFDH176 |
|
RCFDH177 |
|
RCFDS421 |
|
|
|
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
4.b. |
c. Exposures past due 90 days or more or on nonaccrual(3) |
|
RCFDS423 |
|
RCFDS424 |
|
RCFDS425 |
|
RCFDHJ78 |
|
RCFDHJ79 0 |
|
|
|
RCFDS426 |
|
RCFDS427 |
|
RCFDS428 |
|
RCFDS429 |
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
4.c. |
Dollar amounts in thousands |
|
(Column K)
|
|
(Column L)
|
|
(Column M)
|
|
(Column N)
|
|
(Column O)
|
|
(Column P)
|
|
(Column Q)
|
|
(Column R)
|
|
(Column S)
|
|
|
1. Cash and balances due from depository institutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
2. Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
a. Held-to-maturity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.a. |
b. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading |
|
RCFDH270 |
|
RCFDS405 |
|
|
|
RCFDS406 |
|
|
|
|
|
|
|
RCFDH271 |
|
RCFDH272 |
|
2.b. |
|
|
0 |
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
|
3. Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
a. Federal funds sold in domestic offices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.a. |
(3) Institutions that have adopted ASU 2016-13 should report as a negative number allowances eligible for inclusion in tier 2 capital in Column B, which excludes PCD allowances.
(3) For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.
Dollar amounts in thousands |
|
(Column K)
|
|
(Column L)
|
|
(Column M)
|
|
(Column N)
|
|
(Column O)
|
|
(Column P)
|
|
(Column Q)
|
|
(Column R)
|
|
(Column S)
|
|
b. Securities purchased under agreements to resell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.b. |
4. Loans and leases held for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
a. Residential mortgage exposures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH273 |
|
RCFDH274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
4.a. |
b. High volatility commercial real estate exposures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH275 |
|
RCFDH276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
4.b. |
Dollar amounts in thousands |
|
(Column K)
|
|
(Column L)
|
|
(Column M)
|
|
(Column N)
|
|
(Column O)
|
|
(Column P)
|
|
(Column Q)
|
|
(Column R)
|
|
(Column S)
|
|
|
c. Exposures past due 90 days or more or on nonaccrual(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH277 |
|
RCFDH278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
4.c. |
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
(Column F)
|
|
(Column G)
|
|
(Column H)
|
|
(Column I)
|
|
(Column J)
|
|
|
4. Loans and leases held for sale (continued): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
|
|
RCFDS431 |
|
RCFDS432 |
|
RCFDS433 |
|
RCFDHJ80 |
|
RCFDHJ81 |
|
|
|
RCFDS434 |
|
RCFDS435 |
|
RCFDS436 |
|
RCFDS437 |
|
|
d. All other exposures |
|
416,928 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
0 |
|
0 |
|
416,928 |
|
0 |
|
4.d. |
5. Loans and leases held for investment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
|
RCFDS439 |
|
RCFDS440 |
|
RCFDH178 |
|
|
|
|
|
|
|
RCFDS441 |
|
RCFDS442 |
|
RCFDS443 |
|
|
|
|
a. Residential mortgage exposures |
|
18,331,742 |
|
0 |
|
0 |
|
|
|
|
|
|
|
559,005 |
|
16,197,569 |
|
1,575,168 |
|
|
|
5.a. |
b. High volatility commercial real estate exposures |
|
RCFDS445 |
|
RCFDS446 |
|
RCFDH179 |
|
|
|
|
|
|
|
RCFDH180 |
|
RCFDH181 |
|
RCFDH182 |
|
RCFDS447 |
|
|
|
|
184,392 |
|
0 |
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
0 |
|
184,392 |
|
5.b. |
c. Exposures past due 90 days or more or on nonaccrual(7) |
|
RCFDS449 |
|
RCFDS450 |
|
RCFDS451 |
|
RCFDHJ82 |
|
RCFDHJ83 |
|
|
|
RCFDS452 |
|
RCFDS453 |
|
RCFDS454 |
|
RCFDS455 |
|
|
|
268,588 |
|
0 |
|
101,006 |
|
0 |
|
0 |
|
|
|
0 |
|
0 |
|
0 |
|
167,582 |
|
5.c. |
|
|
|
RCFDS457 |
|
RCFDS458 |
|
RCFDS459 |
|
RCFDHJ84 |
|
RCFDHJ85 |
|
|
|
RCFDS460 |
|
RCFDS461 |
|
RCFDS462 |
|
RCFDS463 |
|
. |
d. All other exposures |
|
46,740,528 |
|
0 |
|
1,621,767 |
|
0 |
|
0 |
|
|
|
381,064 |
|
296,719 |
|
42,355,097 |
|
410,782 |
|
5.d |
|
|
RCFD3123 |
|
RCFD3123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. |
6. LESS: Allowance for loan and lease losses |
|
675,552 |
|
675,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDD976 |
|
RCFDS466 |
|
RCFDD977 |
|
RCFDHJ86 |
|
RCFDHJ87 |
|
|
|
RCFDD978 |
|
RCFDD979 |
|
RCFDD980 |
|
RCFDS467 |
|
|
7. Trading assets |
|
29,426,916 |
|
28,916,916 |
|
0 |
|
0 |
|
0 |
|
|
|
0 |
|
0 |
|
510,000 |
|
0 |
|
7 |
|
|
RCFDD981 |
|
RCFDS469 |
|
RCFDD982 |
|
RCFDHJ88 |
|
RCFDHJ89 |
|
|
|
RCFDD983 |
|
RCFDD984 |
|
RCFDD985 |
|
RCFDH185 |
|
|
8. All other assets(8) |
|
8,007,384 |
|
1,485,754 |
|
1,367,765 |
|
152,830 |
|
0 |
|
|
|
172,635 |
|
48,211 |
|
3,248,390 |
|
5 |
|
8. |
a. Separate account bank-owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.a. |
b. Default fund contributions to central counterparties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.b. |
Dollar amounts in thousands |
|
(Column K)
|
|
(Column L)
|
|
(Column M)
|
|
(Column N)
|
|
(Column O)
|
|
(Column P)
|
|
(Column Q)
|
|
(Column R)
|
|
(Column S)
|
|
|
4. Loans and leases held for sale (continued): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
d. All other exposures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH279 |
|
RCFDH280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
4.d. |
5. Loans and leases held for investment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
a. Residential mortgage exposures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH281 |
|
RCFDH282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
5.a. |
b. High volatility commercial real estate exposures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH283 |
|
RCFDH284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
5.b. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c. Exposures past due 90 days or more or on nonaccrual(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH285 |
|
RCFDH286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
5.c. |
d. All other exposures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH287 |
|
RCFDH288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,675,099 |
|
358,364 |
|
5.d. |
6. LESS: Allowance for loan and lease losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. |
7. Trading assets |
|
RCFDH289 |
|
RCFDH186 |
|
RCFDH290 |
|
RCFDH187 |
|
|
|
|
|
|
|
RCFDH291 |
|
RCFDH292 |
|
7. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
|
8. All other assets(12) |
|
RCFDH293 |
|
RCFDH188 |
|
RCFDS470 |
|
RCFDS471 |
|
|
|
|
|
|
|
RCFDH294 |
|
RCFDH295 |
|
|
|
|
1,270,770 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
8. |
a. Separate account bank-owned life insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH296 |
|
RCFDH297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223,807 |
|
44,761 |
|
8.a. |
b. Default fund contributions to central counterparties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCFDH298 |
|
RCFDH299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,217 |
|
3,075 |
|
8.b. |
(6) For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.
(7) For loans and leases, net of unearned income, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.
(8) Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.
(11) For loans and leases, net of unearned income, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.
(12) Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.
|
|
|
|
|
|
|
|
(Column T) Total |
|
(Column U) Total |
|
|
|
|
|
|
|
|
|
|
Risk-Weighted |
|
Risk-Weighted |
|
|
|
|
|
|
(Column B) |
|
|
|
Asset Amount |
|
Asset Amount |
|
|
|
|
|
|
Adjustments to |
|
(Column Q) |
|
by Calculation |
|
by Calculation |
|
|
|
|
(Column A) |
|
Totals Reported |
|
Exposure |
|
Methodology |
|
Methodology |
|
|
Dollar amounts in thousands |
|
Totals |
|
in Column A |
|
Amount 1,250% |
|
SSFA |
|
Gross-Up |
|
|
9. On-balance sheet securitization exposures: |
|
|
|
|
|
|
|
|
|
|
|
9. |
|
|
RCFDS475 |
|
RCFDS476 |
|
RCFDS477 |
|
RCFDS478 |
|
RCFDS479 |
|
|
a. Held-to-maturity securities |
|
2,056 |
|
2,056 |
|
0 |
|
1,269 |
|
0 |
|
9.a. |
|
|
RCFDS480 |
|
RCFDS481 |
|
RCFDS482 |
|
RCFDS483 |
|
RCFDS484 |
|
|
b. Available-for-sale securities |
|
33,230 |
|
33,230 |
|
0 |
|
58,557 |
|
0 |
|
9.b. |
|
|
RCFDS485 |
|
RCFDS486 |
|
RCFDS487 |
|
RCFDS488 |
|
RCFDS489 |
|
|
c. Trading assets |
|
186,541 |
|
169,821 |
|
16,720 |
|
109,077 |
|
0 |
|
9.c. |
|
|
RCFDS490 |
|
RCFDS491 |
|
RCFDS492 |
|
RCFDS493 |
|
RCFDS494 |
|
|
d. All other on-balance sheet securitization exposures |
|
3,357,479 |
|
3,357,461 |
|
18 |
|
710,859 |
|
0 |
|
9.d. |
|
|
RCFDS495 |
|
RCFDS496 |
|
RCFDS497 |
|
RCFDS498 |
|
RCFDS499 |
|
|
10. Off-balance sheet securitization exposures |
|
1,510,162 |
|
1,509,835 |
|
327 |
|
569,545 |
|
0 |
|
10. |
|
|
|
|
(Column B) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Column I) |
|
(Column J) |
|
|
|
|
|
Adjustments |
|
(Column C) |
|
(Column D) |
|
(Column E) |
|
(Column F) |
|
(Column G) |
|
(Column H) |
|
Allocation by |
|
Allocation by |
|
|
|
(Column A) |
|
to Totals |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Risk-Weight |
|
Risk-Weight |
|
|
|
Totals From |
|
Reported in |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Category |
|
Category |
|
Dollar amounts in thousands |
|
Schedule RC |
|
Column A |
|
Category 0% |
|
Category 2% |
|
Category 4% |
|
Category 10% |
|
Category 20% |
|
Category 50% |
|
100% |
|
150% |
|
|
|
RCFD2170 |
|
RCFDS500 |
|
RCFDD987 |
|
RCFDHJ90 |
|
RCFDHJ91 |
|
|
|
RCFDD988 |
|
RCFDD989 |
|
RCFDD990 |
|
RCFDS503 |
11. |
11. Total balance sheet assets(14) |
|
182,095,960 |
|
41,552,462 |
|
60,035,267 |
|
152,830 |
|
0 |
|
|
|
11,178,031 |
|
16,592,873 |
|
48,506,126 |
|
854,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Column R) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Application of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
(Column K) |
|
(Column L) |
|
(Column M) |
|
(Column N) |
|
(Column O) |
|
(Column P) |
|
(Column Q) |
|
Risk-Weighting |
|
|
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Approaches |
|
|
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Exposure |
|
Dollar amounts in thousands |
|
Category 250% |
|
Category 300% |
|
Category 400% |
|
Category 600% |
|
Category 625% |
|
Category 937.5% |
|
Category 1,250% |
|
Amount |
|
11. Total balance sheet assets(14) |
|
RCFDS504 |
|
RCFDS505 |
|
RCFDS506 |
|
RCFDS507 |
|
|
|
|
|
RCFDS510 |
|
RCFDH300 |
11. |
|
|
1,270,770 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
16,738 |
|
1,936,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Column I) |
|
(Column J) |
|
|
|
(Column A) |
|
(Column B) |
|
(Column C) |
|
(Column D) |
|
(Column E) |
|
(Column F) |
|
(Column G) |
|
(Column H) |
|
Allocation by |
|
Allocation by |
|
|
|
Face, |
|
Credit |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Risk-Weight |
|
Risk-Weight |
|
|
|
Notional, or |
|
Equivalent |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Category |
|
Category |
|
Dollar amounts in thousands |
|
Other Amount |
|
Amount |
|
Category 0% |
|
Category 2% |
|
Category 4% |
|
Category 10% |
|
Category 20% |
|
Category 50% |
|
100% |
|
150% |
|
12. Financial standby letters of credit |
|
RCFDD991 |
|
RCFDD992 |
|
RCFDD993 |
|
RCFDHJ92 |
|
RCFDHJ93 |
|
|
|
RCFDD994 |
|
RCFDD995 |
|
RCFDD996 |
|
RCFDS511 |
12. |
|
|
5,730,380 |
|
5,730,380 |
|
562,706 |
|
0 |
|
0 |
|
|
|
691,250 |
|
253,999 |
|
4,172,401 |
|
50,024 |
|
13. Performance standby letters of credit and transaction-related contingent items |
|
RCFDD997 |
|
RCFDD998 |
|
RCFDD999 |
|
|
|
|
|
|
|
RCFDG603 |
|
RCFDG604 |
|
RCFDG605 |
|
RCFDS512 |
13. |
|
|
3,730,674 |
|
1,865,337 |
|
376,335 |
|
|
|
|
|
|
|
140,932 |
|
95,622 |
|
1,247,311 |
|
5,137 |
|
14. Commercial and similar letters of credit with an original maturity of one year or less |
|
RCFDG606 |
|
RCFDG607 |
|
RCFDG608 |
|
RCFDHJ94 |
|
RCFDHJ95 |
|
|
|
RCFDG609 |
|
RCFDG610 |
|
RCFDG611 |
|
RCFDS513 |
14. |
|
|
128,880 |
|
25,776 |
|
1,164 |
|
0 |
|
0 |
|
|
|
1,862 |
|
5,028 |
|
17,722 |
|
0 |
|
15. Retained recourse on small business obligations sold with recourse |
|
RCFDG612 |
|
RCFDG613 |
|
RCFDG614 |
|
|
|
|
|
|
|
RCFDG615 |
|
RCFDG616 |
|
RCFDG617 |
|
RCFDS514 |
15. |
|
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Column I) |
|
(Column J) |
|
|
|
(Column A) |
|
(Column B) |
|
(Column C) |
|
(Column D) |
|
(Column E) |
|
(Column F) |
|
(Column G) |
|
(Column H) |
|
Allocation by |
|
Allocation by |
|
|
|
Face, |
|
Credit |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Risk-Weight |
|
Risk-Weight |
|
|
|
Notional, or |
|
Equivalent |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Category |
|
Category |
|
Dollar amounts in thousands |
|
Other Amount |
|
Amount |
|
Category 0% |
|
Category 2% |
|
Category 4% |
|
Category 10% |
|
Category 20% |
|
Category 50% |
|
100% |
|
150% |
|
16. Repo-style transactions(21) |
|
RCFDS515 |
|
RCFDS516 |
|
RCFDS517 |
|
RCFDS518 |
|
RCFDS519 |
|
|
|
RCFDS520 |
|
RCFDS521 |
|
RCFDS522 |
|
RCFDS523 |
16. |
|
|
962,532 |
|
962,532 |
|
0 |
|
223,958 |
|
0 |
|
|
|
3,311 |
|
0 |
|
735,263 |
|
0 |
|
17. All other off-balance sheet liabilities |
|
RCFDG618 |
|
RCFDG619 |
|
RCFDG620 |
|
|
|
|
|
|
|
RCFDG621 |
|
RCFDG622 |
|
RCFDG623 |
|
RCFDS524 |
17. |
18. Unused commitments:* |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18. |
a. Original maturity of one year or less |
|
RCFDS525 |
|
RCFDS526 |
|
RCFDS527 |
|
RCFDHJ96 |
|
RCFDHJ97 |
|
|
|
RCFDS528 |
|
RCFDS529 |
|
RCFDS530 |
|
RCFDS531 |
18.a. |
|
|
14,733,487 |
|
2,946,697 |
|
0 |
|
0 |
|
0 |
|
|
|
21,260 |
|
7,143 |
|
2,896,784 |
|
0 |
|
(14) For each of columns A through R of item 11, report the sum of items 1 through 9. For item 11, the sum of columns B through R must equal column A. Item 11, column A, must equal Schedule RC, item 12.
(21) Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent.
* Excludes unused commitments to asset-backed commercial paper conduits.
Dollar amounts in thousands |
|
(Column A)
|
|
(Column B)
|
|
(Column C)
|
|
(Column D)
|
|
(Column E)
|
|
(Column F)
|
|
(Column G)
|
|
(Column H)
|
|
(Column I)
|
|
(Column J)
|
|
|
b. Original maturity exceeding one year |
|
RCFDG624 |
|
RCFDG625 |
|
RCFDG626 |
|
RCFDHJ98 |
|
RCFDHJ99 |
|
|
|
RCFDG627 |
|
RCFDG628 |
|
RCFDG629 |
|
RCFDS539 |
|
|
|
|
70,407,267 |
|
35,203,634 |
|
41,258 |
|
233,454 |
|
0 |
|
|
|
2,276,950 |
|
148,195 |
|
32,398,550 |
|
41,107 |
|
18.b. |
19. Unconditionally cancelable commitments |
|
RCFDS540 |
|
RCFDS541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,241,777 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19. |
20. Over-the-counter derivatives |
|
|
|
RCFDS542 |
|
RCFDS543 |
|
RCFDHK00 |
|
RCFDHK01 |
|
RCFDS544 |
|
RCFDS545 |
|
RCFDS546 |
|
RCFDS547 |
|
RCFDS548 |
|
|
|
|
|
|
19,644,546 |
|
94,168 |
|
0 |
|
0 |
|
0 |
|
9,567,212 |
|
1,026,168 |
|
8,923,851 |
|
33,148 |
|
20. |
21. Centrally cleared derivatives |
|
|
|
RCFDS549 |
|
RCFDS550 |
|
RCFDS551 |
|
RCFDS552 |
|
|
|
RCFDS554 |
|
RCFDS555 |
|
RCFDS556 |
|
RCFDS557 |
|
|
|
|
|
|
8,806,832 |
|
0 |
|
8,806,832 |
|
0 |
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
21. |
22. Unsettled transactions (failed trades)(22) |
|
RCFDH191 |
|
|
|
RCFDH193 |
|
|
|
|
|
|
|
RCFDH194 |
|
RCFDH195 |
|
RCFDH196 |
|
RCFDH197 |
|
|
|
|
92,105 |
|
|
|
76,898 |
|
|
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
22. |
(22) For item 22, the sum of columns C through Q must equal column A.
Dollar amounts in thousands |
|
(Column O)
|
|
(Column P)
|
|
(Column Q)
|
|
(Column R)
|
|
(Column S)
|
|
|
16. Repo-style transactions(24) |
|
|
|
|
|
|
|
RCFDH301 |
|
RCFDH302 |
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
16. |
17. All other off-balance sheet liabilities |
|
|
|
|
|
|
|
|
|
|
|
17. |
18. Unused commitments:* |
|
|
|
|
|
|
|
|
|
|
|
18. |
a. Original maturity of one year or less |
|
|
|
|
|
|
|
RCFDH303 |
|
RCFDH304 |
|
|
|
|
|
|
|
|
|
|
21,510 |
|
20,541 |
|
18.a. |
b. Original maturity exceeding one year |
|
|
|
|
|
|
|
RCFDH307 |
|
RCFDH308 |
|
|
|
|
|
|
|
|
|
|
64,119 |
|
6,815 |
|
18.b. |
19. Unconditionally cancelable commitments |
|
|
|
|
|
|
|
|
|
|
|
19. |
20. Over-the-counter derivatives |
|
|
|
|
|
|
|
RCFDH309 |
|
RCFDH310 |
|
|
|
|
|
|
|
|
|
|
0 |
|
0 |
|
20. |
21. Centrally cleared derivatives |
|
|
|
|
|
|
|
|
|
|
|
21. |
22. Unsettled transactions (failed trades)(25) |
|
RCFDH198 |
|
RCFDH199 |
|
RCFDH200 |
|
|
|
|
|
|
|
|
12,661 |
|
830 |
|
1,716 |
|
|
|
|
|
22. |
(24) Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent.
* Excludes unused commitments to asset-backed commercial paper conduits.
(25) For item 22, the sum of columns C through Q must equal column A.
|
|
(Column C) |
|
(Column D) |
|
(Column E) |
|
(Column F) |
|
(Column G) |
|
(Column H) |
|
(Column I) |
|
(Column J) |
|
|
|
|
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
|
|
|
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
|
|
Dollar amounts in thousands |
|
Category 0% |
|
Category 2% |
|
Category 4% |
|
Category 10% |
|
Category 20% |
|
Category 50% |
|
Category 100% |
|
Category 150% |
|
|
|
23. Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk-weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22) |
|
RCFDG630 61,187,796 |
|
RCFDS558 9,417,074 |
|
RCFDS559 0 |
|
RCFDS560 0 |
|
RCFDG631 23,880,808 |
|
RCFDG632 18,129,028 |
|
RCFDG633 98,898,008 |
|
RCFDS561 984,154 |
|
23. |
|
24. Risk weight factor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24. |
|
25. Risk-weighted assets by risk-weight category (for each column, item |
|
RCFDG634 |
|
RCFDS569 |
|
RCFDS570 |
|
RCFDS571 |
|
RCFDG635 |
|
RCFDG636 |
|
RCFDG637 |
|
RCFDS572 |
|
|
|
23 multiplied by item 24) |
|
0 |
|
188,341 |
|
0 |
|
0 |
|
4,776,162 |
|
9,064,514 |
|
98,898,008 |
|
1,476,231 |
|
25. |
|
|
|
(Column K) |
|
(Column L) |
|
(Column M) |
|
(Column N) |
|
(Column O) |
|
(Column P) |
|
(Column Q) |
|
|
|
|
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
Allocation by |
|
|
|
|
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
Risk-Weight |
|
|
|
Dollar amounts in thousands |
|
Category 250% |
|
Category 300% |
|
Category 400% |
|
Category 600% |
|
Category 625% |
|
Category 937.5% |
|
Category 1,250% |
|
|
|
23. Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk-weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22) |
|
RCFDS562 1,270,770 |
|
RCFDS563 0 |
|
RCFDS564 0 |
|
RCFDS565 0 |
|
RCFDS566 12,661 |
|
RCFDS567 830 |
|
RCFDS568 18,781 |
|
23. |
|
24. Risk weight factor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24. |
|
25. Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24) |
|
RCFDS573 |
|
RCFDS574 |
|
RCFDS575 |
|
RCFDS576 |
|
RCFDS577 |
|
RCFDS578 |
|
RCFDS579 |
|
|
|
|
|
3,176,925 |
|
0 |
|
0 |
|
0 |
|
79,131 |
|
7,781 |
|
234,763 |
|
25. |
|
Dollar amounts in thousands |
|
|
|
|
|
|
26. Risk-weighted assets base for purposes of calculating the allowance for loan and lease losses 1.25 percent threshold |
|
RCFDS580 |
|
119,784,719 |
|
26. |
27. Standardized market-risk weighted assets (applicable only to banks that are covered by the market risk capital rule) |
|
RCFDS581 |
|
5,495,466 |
|
27. |
28. Risk-weighted assets before deductions for excess allowance of loan and lease losses and allocated risk transfer risk reserve(27) |
|
RCFDB704 |
|
125,280,185 |
|
28. |
29. LESS: Excess allowance for loan and lease losses |
|
RCFDA222 |
|
0 |
|
29. |
30. LESS: Allocated transfer risk reserve |
|
RCFD3128 |
|
0 |
|
30. |
31. Total risk-weighted assets (item 28 minus items 29 and 30) |
|
RCFDG641 |
|
125,280,185 |
|
31. |
1. Current credit exposure across all derivative contracts covered by the regulatory capital rules |
|
RCFDG642 |
|
7,081,091 |
|
M.1. |
|
|
|
|
(Column B) With a |
|
|
|
|
||||||
|
|
(Column A) With a |
|
remaining maturity of Over |
|
(Column C) With a |
|
|
||||||
|
|
remaining maturity of One |
|
one year through five |
|
remaining maturity of Over |
|
|
||||||
Dollar amounts in thousands |
|
year or less |
|
years |
|
five years |
|
|
||||||
2. Notional principal amounts of over-the-counter derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.2. |
a. Interest rate |
|
RCFDS582 |
|
145,521,089 |
|
RCFDS583 |
|
245,731,084 |
|
RCFDS584 |
|
148,430,726 |
|
M.2.a. |
b. Foreign exchange rate and gold |
|
RCFDS585 |
|
1,312,147,740 |
|
RCFDS586 |
|
133,665,547 |
|
RCFDS587 |
|
56,614,821 |
|
M.2.b. |
c. Credit (investment grade reference asset) |
|
RCFDS588 |
|
8,393,932 |
|
RCFDS589 |
|
10,780,711 |
|
RCFDS590 |
|
1,268,965 |
|
M.2.c. |
d. Credit (non-investment grade reference asset) |
|
RCFDS591 |
|
9,949,772 |
|
RCFDS592 |
|
18,854,907 |
|
RCFDS593 |
|
671,225 |
|
M.2.d. |
e. Equity |
|
RCFDS594 |
|
49,645,230 |
|
RCFDS595 |
|
26,360,420 |
|
RCFDS596 |
|
8,994,552 |
|
M.2.e. |
f. Precious metals (except gold) |
|
RCFDS597 |
|
6,270,833 |
|
RCFDS598 |
|
401,292 |
|
RCFDS599 |
|
0 |
|
M.2.f. |
g. Other |
|
RCFDS600 |
|
1,778,849 |
|
RCFDS601 |
|
551,659 |
|
RCFDS602 |
|
0 |
|
M.2.g. |
3. Notional principal amounts of centrally cleared derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.3. |
a. Interest rate |
|
RCFDS603 |
|
1,483,369,090 |
|
RCFDS604 |
|
1,095,966,899 |
|
RCFDS605 |
|
522,916,638 |
|
M.3.a. |
b. Foreign exchange rate and gold |
|
RCFDS606 |
|
39,433,953 |
|
RCFDS607 |
|
974,680 |
|
RCFDS608 |
|
0 |
|
M.3.b. |
c. Credit (investment grade reference asset) |
|
RCFDS609 |
|
14,750 |
|
RCFDS610 |
|
2,781,200 |
|
RCFDS611 |
|
246,460 |
|
M.3.c. |
d. Credit (non-investment grade reference asset) |
|
RCFDS612 |
|
234,069 |
|
RCFDS613 |
|
9,767,516 |
|
RCFDS614 |
|
886,250 |
|
M.3.d. |
e. Equity |
|
RCFDS615 |
|
0 |
|
RCFDS616 |
|
0 |
|
RCFDS617 |
|
0 |
|
M.3.e. |
f. Precious metals (except gold) |
|
RCFDS618 |
|
0 |
|
RCFDS619 |
|
0 |
|
RCFDS620 |
|
0 |
|
M.3.f. |
g. Other |
|
RCFDS621 |
|
0 |
|
RCFDS622 |
|
0 |
|
RCFDS623 |
|
0 |
|
M.3.g. |
Dollar amounts in thousands |
|
|
|
|
|
|
4. Amount of allowances for credit losses on purchased credit-deteriorated assets:(1) |
|
|
|
|
|
M.4. |
a. Loans and leases held for investment |
|
RCFDJJ30 |
|
NR |
|
M.4.a. |
b. Held-to-maturity debt securities |
|
RCFDJJ31 |
|
NR |
|
M.4.b. |
c. Other financial assets measured at amortized cost |
|
RCFDJJ32 |
|
NR |
|
M.4.c. |
(27) Sum of items 2.b through 20, column S; items 9.a, 9.b, 9.c, 9.d, and 10, columns T and U; item 25, columns C through Q; and item 27 (if applicable).
(1) Memorandum items 4.a through 4.c should be completed only by institutions that have adopted ASU 2016-13.
Schedule RC-S - Servicing Securitization and Asset Sale Activities
Dollar amounts in thousands |
|
(Column A) 1-4
|
|
(Column B) Home
|
|
(Column C) Credit
|
|
(Column D) Auto
|
|
(Column E) Other
|
|
(Column F)
|
|
(Column G) All
|
|
|
1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit enhancements |
|
RCFDB705 |
|
RCFDB706 |
|
RCFDB707 |
|
RCFDB708 |
|
RCFDB709 |
|
RCFDB710 |
|
RCFDB711 |
|
1. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item(1) |
|
RCFDHU09 |
|
RCFDHU10 |
|
RCFDHU11 |
|
RCFDHU12 |
|
RCFDHU13 |
|
RCFDHU14 |
|
RCFDHU15 |
|
2. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Item 3 is to be completed by banks with $100 billion or more in total assets. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Reporting banks unused commitments to provide liquidity to structures reported in item 1(1) |
|
RCFDB726 |
|
RCFDB727 |
|
RCFDB728 |
|
RCFDB729 |
|
RCFDB730 |
|
RCFDB731 |
|
RCFDB732 |
|
3. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
4. Past due loan amounts included in item 1: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
a. 30-89 days past due |
|
RCFDB733 |
|
RCFDB734 |
|
RCFDB735 |
|
RCFDB736 |
|
RCFDB737 |
|
RCFDB738 |
|
RCFDB739 |
|
4.a. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
b. 90 days or more past due |
|
RCFDB740 |
|
RCFDB741 |
|
RCFDB742 |
|
RCFDB743 |
|
RCFDB744 |
|
RCFDB745 |
|
RCFDB746 |
|
4.b. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
a. Charge-offs |
|
RIADB747 |
|
RIADB748 |
|
RIADB749 |
|
RIADB750 |
|
RIADB751 |
|
RIADB752 |
|
RIADB753 |
|
5.a. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
b. Recoveries |
|
RIADB754 |
|
RIADB755 |
|
RIADB756 |
|
RIADB757 |
|
RIADB758 |
|
RIADB759 |
|
RIADB760 |
|
5.b. |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Item 6 is to be completed by banks with $10 billion or more in total assets. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Total amount of ownership (or sellers) interest carried as securities or loans(1) |
|
|
|
RCFDHU16 |
|
RCFDHU17 |
|
|
|
|
|
RCFDHU18 |
|
|
|
6. |
|
|
|
|
0 |
|
0 |
|
|
|
|
|
0 |
|
|
|
|
7. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. |
8. Not applicable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. |
9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements |
|
RCFDB776 |
|
|
|
|
|
RCFDB779 |
|
RCFDB780 |
|
RCFDB781 |
|
RCFDB782 |
|
9. |
|
|
0 |
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
Item 10 is to be completed by banks with $10 billion or more in total assets. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. Reporting banks unused commitments to provide liquidity to other institutions securitization structures(1) |
|
RCFDB783 |
|
|
|
|
|
RCFDB786 |
|
RCFDB787 |
|
RCFDB788 |
|
RCFDB789 |
|
10. |
|
|
0 |
|
|
|
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting bank |
|
RCFDB790 |
|
|
|
|
|
|
|
|
|
|
|
RCFDB796 |
|
11. |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to assets reported in item 11 |
|
RCFDB797 |
|
|
|
|
|
|
|
|
|
|
|
RCFDB803 |
|
12. |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
(1) The $100 billion asset-size test is based on the total assets reported on the June 30, 2018, Report of Condition.
(1) The $10 billion asset-size test is based on the total assets reported on the June 30, 2018, Report of Condition.
(1) The $10 billion asset-size test is based on the total assets reported on the June 30, 2018, Report of Condition.
Dollar amounts in thousands |
|
|
|
|
|
|
1. Not applicable |
|
|
|
|
|
M.1. |
2. Outstanding principal balance of assets serviced for others (includes participations serviced for others): |
|
|
|
|
|
M.2. |
a. Closed-end 1-4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements |
|
RCFDB804 |
|
0 |
|
M.2.a. |
b. Closed-end 1-4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements |
|
RCFDB805 |
|
626,759 |
|
M.2.b. |
c. Other financial assets (includes home equity lines)(1) |
|
RCFDA591 |
|
2,824,417 |
|
M.2.c. |
d. 1-4 family residential mortgages serviced for others that are in process of foreclosure at quarter-end (includes closed-end and open-end loans) |
|
RCFDF699 |
|
78,889 |
|
M.2.d. |
Memorandum item 3 is to be completed by banks with $10 billion or more in total assets. |
|
|
|
|
|
|
3. Asset-backed commercial paper conduits: (2) |
|
|
|
|
|
M.3. |
a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: |
|
|
|
|
|
M.3.a. |
1. Conduits sponsored by the bank, a bank affiliate, or the banks holding company |
RCFDB806 |
|
0 |
|
M.3.a.1. |
|
2. Conduits sponsored by other unrelated institutions |
|
RCFDB807 |
|
0 |
|
M.3.a.2. |
b. Unused commitments to provide liquidity to conduit structures: |
|
|
|
|
|
M.3.b. |
1. Conduits sponsored by the bank, a bank affiliate, or the banks holding company |
|
RCFDB808 |
|
856,368 |
|
M.3.b.1. |
2. Conduits sponsored by other unrelated institutions |
|
RCFDB809 |
|
0 |
|
M.3.b.2. |
4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column C(2) |
|
RCFDC407 |
|
0 |
|
M.4. |
Schedule RC-T - Fiduciary and Related Services
Dollar amounts in thousands |
|
|
|
|
|
|
1. Does the institution have fiduciary powers? (If NO, do not complete Schedule RC-T.) |
|
RCFDA345 |
|
Yes |
|
1. |
2. Does the institution exercise the fiduciary powers it has been granted? |
|
RCFDA346 |
|
Yes |
|
2. |
3. Does the institution have any fiduciary or related activity (in the form of assets or accounts) to report in this schedule? |
|
RCFDB867 |
|
Yes |
|
3. |
|
|
|
|
|
|
|
(Column D) Number of |
|||||||||||
|
|
(Column A) Managed |
|
(Column B) |
|
(Column C) Number of |
|
Non-Managed |
||||||||||
Dollar amounts in thousands |
|
Assets |
|
Non-Managed Assets |
|
Managed Accounts |
|
Accounts |
||||||||||
4. Personal trust and agency accounts |
|
RCFDB868 |
|
2,108,535 |
|
RCFDB869 |
|
332,612 |
|
RCFDB870 |
|
501 |
|
RCFDB871 |
|
99 |
|
4. |
5. Employee benefit and retirement-related trust and agency accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
a. Employee benefit - defined contribution |
|
RCFDB872 |
|
0 |
|
RCFDB873 |
|
0 |
|
RCFDB874 |
|
0 |
|
RCFDB875 |
|
0 |
|
5.a. |
b. Employee benefit - defined benefit |
|
RCFDB876 |
|
0 |
|
RCFDB877 |
|
0 |
|
RCFDB878 |
|
0 |
|
RCFDB879 |
|
0 |
|
5.b. |
c. Other employee benefit and retirement-related accounts |
|
RCFDB880 |
|
54,599 |
|
RCFDB881 |
|
186,725 |
|
RCFDB882 |
|
70 |
|
RCFDB883 |
|
48 |
|
5.c. |
6. Corporate trust and agency accounts |
|
RCFDB884 |
|
0 |
|
RCFDB885 |
|
12,385,699 |
|
RCFDC001 |
|
0 |
|
RCFDC002 |
|
1288 |
|
6. |
7. Investment management and investment advisory agency accounts |
|
RCFDB886 |
|
4,882,335 |
|
RCFDJ253 |
|
0 |
|
RCFDB888 |
|
1183 |
|
RCFDJ254 |
|
0 |
|
7. |
8. Foundation and endowment trust and agency accounts |
|
RCFDJ255 |
|
417,435 |
|
RCFDJ256 |
|
0 |
|
RCFDJ257 |
|
35 |
|
RCFDJ258 |
|
0 |
|
8. |
9. Other fiduciary accounts |
|
RCFDB890 |
|
8,572 |
|
RCFDB891 |
|
0 |
|
RCFDB892 |
|
2 |
|
RCFDB893 |
|
0 |
|
9. |
10. Total fiduciary accounts (sum of items 4 through 9) |
|
RCFDB894 |
|
7,471,476 |
|
RCFDB895 |
|
12,905,036 |
|
RCFDB896 |
|
1791 |
|
RCFDB897 |
|
1435 |
|
10. |
11. Custody and safekeeping accounts |
|
|
|
|
|
RCFDB898 |
|
345,529,128 |
|
|
|
|
|
RCFDB899 |
|
2515 |
|
11. |
12. Fiduciary accounts held in foreign offices (included in items 10 and 11) |
|
RCFNB900 |
|
0 |
|
RCFNB901 |
|
0 |
|
RCFNB902 |
|
0 |
|
RCFNB903 |
|
0 |
|
12. |
13. Individual Retirement Accounts, Health Savings Accounts, and other similar accounts (included in items 5.c and 11) |
|
RCFDJ259 |
|
54,599 |
|
RCFDJ260 |
|
186,725 |
|
RCFDJ261 |
|
70 |
|
RCFDJ262 |
|
48 |
|
13. |
(1) Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million.
(2) The $10 billion asset-size test is based on the total assets reported on the June 30, 2018, Report of Condition.
(2) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
Dollar amounts in thousands |
|
|
|
|
|
|
14. Personal trust and agency accounts |
|
RIADB904 |
|
9,813 |
|
14. |
15. Employee benefit and retirement-related trust and agency accounts: |
|
|
|
|
|
15. |
a. Employee benefit - defined contribution |
|
RIADB905 |
|
0 |
|
15.a. |
b. Employee benefit - defined benefit |
|
RIADB906 |
|
0 |
|
15.b. |
c. Other employee benefit and retirement-related accounts |
|
RIADB907 |
|
0 |
|
15.c. |
16. Corporate trust and agency accounts |
|
RIADA479 |
|
10,258 |
|
16. |
17. Investment management and investment advisory agency accounts |
|
RIADJ315 |
|
17,616 |
|
17. |
18. Foundation and endowment trust and agency accounts |
|
RIADJ316 |
|
0 |
|
18. |
19. Other fiduciary accounts |
|
RIADA480 |
|
0 |
|
19. |
20. Custody and safekeeping accounts |
|
RIADB909 |
|
20,398 |
|
20. |
21. Other fiduciary and related services income |
|
RIADB910 |
|
0 |
|
21. |
22. Total gross fiduciary and related services income (sum of items 14 through 21) (must equal Schedule RI, item 5.a) |
|
RIAD4070 |
|
58,085 |
|
22. |
a. Fiduciary and related services income - foreign offices (included in item 22) |
|
RIADB912 |
|
0 |
|
22.a. |
23. Less: Expenses |
|
RIADC058 |
|
NR |
|
23. |
24. Less: Net losses from fiduciary and related services |
|
RIADA488 |
|
NR |
|
24. |
25. Plus: Intracompany income credits for fiduciary and related services |
|
RIADB911 |
|
NR |
|
25. |
26. Net fiduciary and related services income |
|
RIADA491 |
|
NR |
|
26. |
|
|
(Column A) Personal Trust |
|
(Column B) Employee |
|
|
|
|
|
|
||||
|
|
and Agency and |
|
Benefit and |
|
|
|
|
|
|
||||
|
|
Investment Management |
|
Retirement-Related Trust |
|
(Column C) All Other |
|
|
||||||
Dollar amounts in thousands |
|
Agency Accounts |
|
and Agency Accounts |
|
Accounts |
|
|
||||||
1. Managed assets held in fiduciary accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
M.1. |
a. Noninterest-bearing deposits |
|
RCFDJ263 |
|
NR |
|
RCFDJ264 |
|
NR |
|
RCFDJ265 |
|
NR |
|
M.1.a. |
b. Interest-bearing deposits |
|
RCFDJ266 |
|
NR |
|
RCFDJ267 |
|
NR |
|
RCFDJ268 |
|
NR |
|
M.1.b. |
c. U.S. Treasury and U.S. Government agency obligations |
|
RCFDJ269 |
|
NR |
|
RCFDJ270 |
|
NR |
|
RCFDJ271 |
|
NR |
|
M.1.c. |
d. State, county, and municipal obligations |
|
RCFDJ272 |
|
NR |
|
RCFDJ273 |
|
NR |
|
RCFDJ274 |
|
NR |
|
M.1.d. |
e. Money market mutual funds |
|
RCFDJ275 |
|
NR |
|
RCFDJ276 |
|
NR |
|
RCFDJ277 |
|
NR |
|
M.1.e. |
f. Equity mutual funds |
|
RCFDJ278 |
|
NR |
|
RCFDJ279 |
|
NR |
|
RCFDJ280 |
|
NR |
|
M.1.f. |
g. Other mutual funds |
|
RCFDJ281 |
|
NR |
|
RCFDJ282 |
|
NR |
|
RCFDJ283 |
|
NR |
|
M.1.g. |
h. Common trust funds and collective investment funds |
|
RCFDJ284 |
|
NR |
|
RCFDJ285 |
|
NR |
|
RCFDJ286 |
|
NR |
|
M.1.h. |
i. Other short-term obligations |
|
RCFDJ287 |
|
NR |
|
RCFDJ288 |
|
NR |
|
RCFDJ289 |
|
NR |
|
M.1.i. |
j. Other notes and bonds |
|
RCFDJ290 |
|
NR |
|
RCFDJ291 |
|
NR |
|
RCFDJ292 |
|
NR |
|
M.1.j. |
k. Investments in unregistered funds and private equity investments |
|
RCFDJ293 |
|
NR |
|
RCFDJ294 |
|
NR |
|
RCFDJ295 |
|
NR |
|
M.1.k. |
l. Other common and preferred stocks |
|
RCFDJ296 |
|
NR |
|
RCFDJ297 |
|
NR |
|
RCFDJ298 |
|
NR |
|
M.1.l. |
m. Real estate mortgages |
|
RCFDJ299 |
|
NR |
|
RCFDJ300 |
|
NR |
|
RCFDJ301 |
|
NR |
|
M.1.m. |
n. Real estate |
|
RCFDJ302 |
|
NR |
|
RCFDJ303 |
|
NR |
|
RCFDJ304 |
|
NR |
|
M.1.n. |
o. Miscellaneous assets |
|
RCFDJ305 |
|
NR |
|
RCFDJ306 |
|
NR |
|
RCFDJ307 |
|
NR |
|
M.1.o. |
p.Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o) |
|
RCFDJ308 |
|
NR |
|
RCFDJ309 |
|
NR |
|
RCFDJ310 |
|
NR |
|
M.1.p. |
Dollar amounts in thousands |
|
(Column A) Managed Assets |
|
(Column B) Number of Managed
|
|
|
||||
q. Investments of managed fiduciary accounts in advised or sponsored mutual funds |
|
RCFDJ311 |
|
NR |
|
RCFDJ312 |
|
NR |
|
M.1.q. |
|
|
|
|
(Column B) Principal Amount |
|
|
||||
Dollar amounts in thousands |
|
(Column A) Number of Issues |
|
Outstanding |
|
|
||||
2. Corporate trust and agency accounts: |
|
|
|
|
|
|
|
|
|
|
a. Corporate and municipal trusteeships |
|
RCFDB927 |
|
NR |
|
RCFDB928 |
|
NR |
|
M.2.a. |
1. Issues reported in Memorandum item 2.a that are in default |
|
RCFDJ313 |
|
NR |
|
RCFDJ314 |
|
NR |
|
M.2.a.1. |
b. Transfer agent, registrar, paying agent, and other corporate agency |
|
RCFDB929 |
|
NR |
|
|
|
|
|
M.2.b. |
|
|
|
|
|
|
(Column B) Market Value of |
|
|
||
Dollar amounts in thousands |
|
(Column A) Number of Funds |
|
Fund Assets |
|
|
||||
Memoranda items 3.a through 3.g are to be completed by banks with collective investment funds and common trust funds with a total market value of $1 billion or more as of the preceding December 31. |
|
|
|
|
|
|
|
|
|
M.3. |
3. Collective investment funds and common trust funds: |
|
|
|
|
|
|
|
|
|
|
a. Domestic equity |
|
RCFDB931 |
|
NR |
|
RCFDB932 |
|
NR |
|
M.3.a. |
b. International/Global equity |
|
RCFDB933 |
|
NR |
|
RCFDB934 |
|
NR |
|
M.3.b. |
c. Stock/Bond blend |
|
RCFDB935 |
|
NR |
|
RCFDB936 |
|
NR |
|
M.3.c. |
d. Taxable bond |
|
RCFDB937 |
|
NR |
|
RCFDB938 |
|
NR |
|
M.3.d. |
e. Municipal bond |
|
RCFDB939 |
|
NR |
|
RCFDB940 |
|
NR |
|
M.3.e. |
f. Short term investments/Money market |
|
RCFDB941 |
|
NR |
|
RCFDB942 |
|
NR |
|
M.3.f. |
g. Specialty/Other |
|
RCFDB943 |
|
NR |
|
RCFDB944 |
|
NR |
|
M.3.g. |
h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) |
|
RCFDB945 |
|
3 |
|
RCFDB946 |
|
83,820 |
|
M.3.h. |
|
|
(Column A) Gross Losses |
|
(Column B) Gross Losses |
|
|
|
|
|
|
||||
Dollar amounts in thousands |
|
Managed Accounts |
|
Non-Managed Accounts |
|
(Column C) Recoveries |
|
|
||||||
4. Fiduciary settlements, surcharges, and other losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a. Personal trust and agency accounts |
|
RIADB947 |
|
NR |
|
RIADB948 |
|
NR |
|
RIADB949 |
|
NR |
|
M.4.a. |
b. Employee benefit and retirement-related trust and agency accounts |
RIADB950 |
|
NR |
|
RIADB951 |
|
NR |
|
RIADB952 |
|
NR |
|
M.4.b. |
|
c. Investment management agency accounts |
|
RIADB953 |
|
NR |
|
RIADB954 |
|
NR |
|
RIADB955 |
|
NR |
|
M.4.c. |
d. Other fiduciary accounts and related services |
|
RIADB956 |
|
NR |
|
RIADB957 |
|
NR |
|
RIADB958 |
|
NR |
|
M.4.d. |
e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 24) |
|
RIADB959 |
|
NR |
|
RIADB960 |
|
NR |
|
RIADB961 |
|
NR |
|
M.4.e. |
Schedule RC-V - Variable Interest Entities
|
|
(Column A) Securitization |
|
|
|
|
||||
Dollar amounts in thousands |
|
Vehicles |
|
(Column B) Other VIEs |
|
|
||||
1. Assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of the consolidated VIEs: |
|
|
|
|
|
|
|
|
|
1. |
a. Cash and balances due from depository institutions |
|
RCFDJ981 |
|
0 |
|
RCFDJF84 |
|
0 |
|
1.a. |
b. Securities not held for trading |
|
RCFDHU20 |
|
0 |
|
RCFDHU21 |
|
0 |
|
1.b. |
c. Loans and leases held for investment, net of allowance, and held for sale |
|
RCFDHU22 |
|
0 |
|
RCFDHU23 |
|
0 |
|
1.c. |
d. Other real estate owned |
|
RCFDK009 |
|
0 |
|
RCFDJF89 |
|
0 |
|
1.d. |
e. Other assets |
|
RCFDJF91 |
|
0 |
|
RCFDJF90 |
|
93,906 |
|
1.e. |
2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank: |
|
|
|
|
|
|
|
|
|
2. |
a. Other borrowed money |
|
RCFDJF92 |
|
0 |
|
RCFDJF85 |
|
0 |
|
2.a. |
b. Other liabilities |
|
RCFDJF93 |
|
0 |
|
RCFDJF86 |
|
100,314 |
|
2.b. |
3. All other assets of consolidated VIEs (not included in items 1.a. through 1.e above) |
|
RCFDK030 |
|
0 |
|
RCFDJF87 |
|
0 |
|
3. |
4. All other liabilities of consolidated VIEs (not included in items 2.a through 2.b above) |
|
RCFDK033 |
|
0 |
|
RCFDJF88 |
|
0 |
|
4. |
Dollar amounts in thousands |
|
|
|
|
|
|
5. Total assets of asset-backed commercial paper (ABCP) conduit VIEs |
|
|
|
|
|
|
6. Total liabilities of ABCP conduit VIEs |
|
RCFDJF78 |
|
0 |
|
6. |
Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income
Dollar amounts in thousands |
|
|
|
|
|
|
|
1. Comments? |
|
RCON6979 |
|
No |
|
1. |
|
2. Bank Management Statement |
|
TEXT6980 |
|
NR |
|
2. |
|